SEC Filing | Saratoga Investment Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended May 31, 2022

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 814-00732

SARATOGA INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

Maryland		20-8700615
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

535 Madison Avenue

New York, New York 10022

(Address of principal executive offices)

(212) 906-7800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SAR	The New York Stock Exchange
7.25% Notes due 2025	SAK	The New York Stock Exchange
6.00% Notes due 2027	SAT	The New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding common shares of the registrant as of July 6, 2022 was 11,984,898.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Assets and Liabilities as of May 31, 2022 (unaudited) and February 28, 2022	1

	Consolidated Statements of Operations for the three months ended May 31, 2022 (unaudited) and May 31, 2021 (unaudited)	2

	Consolidated Statements of Changes in Net Assets for three months ended May 31, 2022 (unaudited) and May 31, 2021 (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended May 31, 2022 (unaudited) and May 31, 2021 (unaudited)	4

	Consolidated Schedules of Investments as of May 31, 2022 (unaudited) and February 28, 2022	5

	Notes to Consolidated Financial Statements as of May 31, 2022 (unaudited)	16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	89

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	127

Item 4.	Controls and Procedures	128

PART II.	OTHER INFORMATION	129

Item 1.	Legal Proceedings	129

Item 1A.	Risk Factors	129

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	129

Item 3.	Defaults Upon Senior Securities	129

Item 4.	Mine Safety Disclosures	129

Item 5.	Other Information	129

Item 6.	Exhibits	130

Signatures		132

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Saratoga Investment Corp.

Consolidated Statements of Assets and Liabilities

	May 31, 2022			February 28, 2022
	(unaudited)
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $732,722,272 and $654,965,044, respectively)	$	745,481,455		$	668,358,516
Affiliate investments (amortized cost of $53,468,875 and $46,224,927, respectively)		56,045,678			48,234,124
Control investments (amortized cost of $96,356,420 and $95,058,356, respectively)		93,006,013			100,974,715
Total investments at fair value (amortized cost of $882,547,567 and $796,248,327, respectively)		894,533,146			817,567,355
Cash and cash equivalents		94,939,634			47,257,801
Cash and cash equivalents, reserve accounts		6,550,220			5,612,541
Interest receivable (net of reserve of $733,379 and $0, respectively)		5,325,756			5,093,561
Due from affiliate (See Note 7)		105,637			90,968
Management fee receivable		362,777			362,549
Other assets		220,209			254,980
Total assets	$	1,002,037,379		$	876,239,755

LIABILITIES
Revolving credit facility	$	25,000,000		$	12,500,000
Deferred debt financing costs, revolving credit facility		(1,075,765	)		(1,191,115	)
SBA debentures payable		217,000,000			185,000,000
Deferred debt financing costs, SBA debentures payable		(4,891,468	)		(4,344,983	)
7.25% Notes Payable 2025		43,125,000			43,125,000
Deferred debt financing costs, 7.25% notes payable 2025		(996,761	)		(1,078,201	)
7.75% Notes Payable 2025		5,000,000			5,000,000
Deferred debt financing costs, 7.75% notes payable 2025		(170,551	)		(184,375	)
4.375% Notes Payable 2026		175,000,000			175,000,000
Premium on 4.375% notes payable 2026		1,033,136			1,086,013
Deferred debt financing costs, 4.375% notes payable 2026		(3,183,076	)		(3,395,435	)
4.35% Notes Payable 2027		75,000,000			75,000,000
Discount on 4.35% notes payable 2027		(470,120	)		(499,263	)
Deferred debt financing costs, 4.35% notes payable 2027		(1,636,102	)		(1,722,908	)
6.25% Notes Payable 2027		15,000,000			15,000,000
Deferred debt financing costs, 6.25% notes payable 2027		(398,281	)		(416,253	)
6.00% Notes Payable 2027		97,500,000			-
Deferred debt financing costs, 6.00% notes payable 2027		(3,276,855	)		-
Base management and incentive fees payable		8,637,481			12,947,025
Deferred tax liability		1,578,323			1,249,015
Accounts payable and accrued expenses		1,020,841			799,058
Current income tax payable		2,690,196			2,820,036
Interest and debt fees payable		5,129,247			2,801,621
Directors fees payable		108,566			70,000
Due to manager		77,757			263,814
Excise tax payable		-			630,183
Total liabilities		656,801,568			520,459,232

Commitments and contingencies (See Note 9)

NET ASSETS
Common stock, par value $0.001, 100,000,000 common shares authorized, 12,031,998 and 12,131,350 common shares issued and outstanding, respectively		12,032			12,131
Capital in excess of par value		325,433,869			328,062,246
Total distributable earnings (deficit)		19,789,910			27,706,146
Total net assets		345,235,811			355,780,523
Total liabilities and net assets	$	1,002,037,379		$	876,239,755
NET ASSET VALUE PER SHARE	$	28.69		$	29.33

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)

	For the three months ended
	May 31, 2022			May 31, 2021
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments	$	13,851,146		$	11,236,737
Affiliate investments		1,050,148			340,512
Control investments		1,546,130			1,854,985
Payment-in-kind interest income:
Non-control/Non-affiliate investments		85,681			176,766
Affiliate investments		-			-
Control investments		73,221			77,675
Total interest from investments		16,606,326			13,686,675
Interest from cash and cash equivalents		717			522
Management fee income		815,964			818,232
Dividend Income*		300,129			398,616
Structuring and advisory fee income		851,728			1,301,875
Other income*		104,268			610,070
Total investment income		18,679,132			16,815,990

OPERATING EXPENSES
Interest and debt financing expenses		6,871,513			4,340,912
Base management fees		3,802,063			2,758,908
Incentive management fees expense (benefit)		(1,903,985	)		5,262,536
Professional fees		417,325			507,061
Administrator expenses		750,000			693,750
Insurance		87,310			86,318
Directors fees and expenses		110,000			92,000
General and administrative		667,416			490,651
Income tax expense (benefit)		(98,732	)		27,919
Total operating expenses		10,702,910			14,260,055
NET INVESTMENT INCOME		7,976,222			2,555,935

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments		162,509			1,910,141
Affiliate investments		-			-
Control investments		-			-
Net realized gain (loss) from investments		162,509			1,910,141
Income tax (provision) benefit from realized gain on investments		69,250			-
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments		(634,289	)		5,448,887
Affiliate investments		567,606			3,062,348
Control investments		(9,266,766	)		8,301,342
Net change in unrealized appreciation (depreciation) on investments		(9,333,449	)		16,812,577
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		(361,951	)		(230,144	)
Net realized and unrealized gain (loss) on investments		(9,463,641	)		18,492,574
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,487,419	)	$	21,048,509

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	(0.12	)	$	1.88
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED		12,112,372			11,170,045

Certain prior period amounts have been reclassified to conform to current period presentation.

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Changes in Net Assets

(unaudited)

	For the three months ended
	May 31, 2022			May 31, 2021
INCREASE (DECREASE) FROM OPERATIONS:
Net investment income	$	7,976,222		$	2,555,935
Net realized gain from investments		162,509			1,910,141
Realized losses on extinguishment of debt		-			-
Income tax (provision) benefit from realized gain on investments		69,250			-
Net change in unrealized appreciation (depreciation) on investments		(9,333,449	)		16,812,577
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		(361,951	)		(230,144	)
Net increase (decrease) in net assets resulting from operations		(1,487,419	)		21,048,509

DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders		(6,428,817	)		(4,799,405	)
Net decrease in net assets from shareholder distributions		(6,428,817	)		(4,799,405	)

CAPITAL SHARE TRANSACTIONS:
Stock dividend distribution		1,108,680			914,102
Repurchases of common stock		(3,734,316	)		(1,003,420	)
Repurchase fees		(2,840	)		(800	)
Net increase (decrease) in net assets from capital share transactions		(2,628,476	)		(90,118	)
Total increase (decrease) in net assets		(10,544,712	)		16,158,986
Net assets at beginning of period		355,780,523			304,185,770
Net assets at end of period	$	345,235,811		$	320,344,756

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Cash Flows

(unaudited)

	For the three months ended
	May 31, 2022			May 31, 2021
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,487,419	)	$	21,048,509
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Payment-in-kind and other adjustments to cost		1,322,915			(191,699	)
Net accretion of discount on investments		(350,408	)		(321,106	)
Amortization of deferred debt financing costs		798,768			470,314
Income tax expense (benefit)		(37,823	)		27,919
Net realized (gain) loss from investments		(162,509	)		(1,910,141	)
Net change in unrealized (appreciation) depreciation on investments		9,333,449			(16,812,577	)
Net change in provision for deferred taxes on unrealized appreciation (depreciation) on investments		361,951			230,144
Proceeds from sales and repayments of investments		10,088,607			14,941,409
Purchases of investments		(97,197,844	)		(119,166,038	)
(Increase) decrease in operating assets:
Interest receivable		(232,195	)		(2,398,700	)
Due from affiliate		(14,669	)		119,000
Management and incentive fee receivable		(228	)		(818,232	)
Other assets		34,771			78,581
Increase (decrease) in operating liabilities:
Base management and incentive fees payable		(4,309,544	)		4,171,274
Accounts payable and accrued expenses		221,783			236,250
Current tax payable		(129,840	)		-
Interest and debt fees payable		2,327,626			(882,442	)
Directors fees payable		38,566			21,500
Excise tax payable		(630,183	)		(691,672	)
Due to manager		(186,057	)		88,948
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(80,210,283	)		(101,758,759	)

Financing activities
Borrowings on debt		44,500,000			49,000,000
Issuance of notes		97,500,000			50,000,000
Payments of deferred debt financing costs		(4,112,912	)		(2,289,179	)
Payments of cash dividends		(5,320,137	)		(3,885,303	)
Repurchases of common stock		(3,734,316	)		(1,003,420	)
Repurchases fees		(2,840	)		(800	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		128,829,795			91,821,298
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS		48,619,512			(9,937,461	)
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD		52,870,342			29,915,074
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD	$	101,489,854		$	19,977,613

Supplemental information:
Interest paid during the period	$	3,589,281		$	4,753,043
Cash paid for taxes		374			692,740
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments to cost		(1,322,915	)		191,699
Net accretion of discount on investments		350,408			321,106
Amortization of deferred debt financing costs		798,768			470,314
Stock dividend distribution		1,108,680			914,102

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Schedule of Investments

May 31, 2022

(unaudited)

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Non-control/Non-affiliate investments - 213.8% (b)
Targus Holdings, Inc. (h)	Consumer Products	Common Stock	12/31/2009		210,456	$	1,589,630	$	699,494		0.2	%
		Total Consumer Products					1,589,630		699,494		0.2	%
Schoox, Inc. (h), (i)	Corporate Education Software	Series 1 Membership Interest	12/8/2020		1,050		475,698		3,448,050		1.0	%
		Total Corporate Education Software					475,698		3,448,050		1.0	%
GreyHeller LLC (h)	Cyber Security	Common Stock	11/10/2021		7,857,689		1,906,275		2,374,651		0.7	%
		Total Cyber Security					1,906,275		2,374,651		0.7	%
New England Dental Partners	Dental Practice Management	First Lien Term Loan (3M USD LIBOR+8.00%), 9.61% Cash, 11/25/2025	11/25/2020	$	6,555,000		6,507,634		6,519,603		1.9	%
New England Dental Partners (j)	Dental Practice Management	Delayed Draw Term Loan (3M USD LIBOR+8.00%), 9.61% Cash, 11/25/2025	11/25/2020	$	2,150,000		2,134,277		2,138,390		0.6	%
		Total Dental Practice Management					8,641,911		8,657,993		2.5	%
PDDS Buyer, LLC (d)	Dental Practice Management Software	First Lien Term Loan (3M USD LIBOR+5.50%), 7.11% Cash, 7/15/2024	7/15/2019	$	49,000,000		48,786,954		49,000,000		14.2	%
PDDS Buyer, LLC (h)	Dental Practice Management Software	Series A-1 Preferred Shares	8/10/2020		1,755,831		2,000,000		9,994,778		2.9	%
		Total Dental Practice Management Software					50,786,954		58,994,778		17.1	%
Exigo, LLC	Direct Selling Software	First Lien Term Loan (1M USD LIBOR+5.75%), 6.87% Cash, 3/16/2027	3/16/2022	$	25,000,000		24,794,011		24,750,000		7.2	%
Exigo, LLC (j)	Direct Selling Software	Delayed Draw Term Loan (1M USD LIBOR+5.75%), 6.87% Cash, 3/16/2027	3/16/2022	$	-		-		-		0.0	%
Exigo, LLC (j)	Direct Selling Software	Revolving Credit Facility (1M USD LIBOR+5.75%), 6.87% Cash, 3/16/2027	3/16/2022	$	208,333		208,333		206,250		0.1	%
Exigo, LLC (h), (i)	Direct Selling Software	Common Units	3/16/2022		1,041,667		1,041,667		1,041,667		0.3	%
		Total Direct Selling Software					26,044,011		25,997,917		7.6	%
C2 Educational Systems	Education Services	First Lien Term Loan (3M USD LIBOR+8.50%), 10.11% Cash, 5/31/2023	5/31/2017	$	18,500,000		18,487,150		18,413,050		5.3	%
C2 Education Systems, Inc. (h)	Education Services	Series A-1 Preferred Stock	5/18/2021		3,127		499,904		611,355		0.2	%
Zollege PBC	Education Services	First Lien Term Loan (3M USD LIBOR+5.50%), 7.11% Cash, 5/11/2026	5/11/2021	$	16,000,000		15,884,618		15,804,800		4.6	%
Zollege PBC (j)	Education Services	Delayed Draw Term Loan (3M USD LIBOR+5.50%), 7.11% Cash, 5/11/2026	5/11/2021	$	500,000		496,063		481,700		0.1	%
Zollege PBC (h)	Education Services	Class A Units	5/11/2021		250,000		250,000		200,342		0.1	%
		Total Education Services					35,617,735		35,511,247		10.3	%
Destiny Solutions Inc. (h), (i)	Education Software	Limited Partner Interests	5/16/2018		3,065		3,969,291		8,339,265		2.4	%
Identity Automation Systems (d)	Education Software	First Lien Term Loan (3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024	8/25/2014	$	16,831,875		16,831,875		16,784,746		4.9	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-2 Units	8/25/2014		232,616		232,616		544,519		0.2	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-1 Units	3/6/2020		43,715		171,571		204,866		0.1	%
GoReact	Education Software	First Lien Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025	1/17/2020	$	8,000,000		7,927,226		7,992,800		2.3	%
GoReact (j)	Education Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025	1/18/2022	$	2,000,000		2,000,000		1,998,200		0.6	%
		Total Education Software					31,132,579		35,864,396		10.5	%
TG Pressure Washing Holdings, LLC (h)	Facilities Maintenance	Preferred Equity	8/12/2019		488,148		488,148		499,634		0.1	%
		Total Facilities Maintenance					488,148		499,634		0.1	%
Davisware, LLC	Field Service Management	First Lien Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024	9/6/2019	$	6,000,000		5,960,141		5,954,400		1.7	%
Davisware, LLC (j)	Field Service Management	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024	9/6/2019	$	977,790		975,859		970,359		0.3	%
		Total Field Service Management					6,936,000		6,924,759		2.0	%
GDS Software Holdings, LLC	Financial Services	First Lien Term Loan (3M USD LIBOR+7.00%), 8.61% Cash, 12/30/2026	12/30/2021	$	22,713,926		22,586,066		22,566,286		6.5	%
GDS Software Holdings, LLC (j)	Financial Services	Delayed Draw Term loan (3M USD LIBOR+7.00%), 8.61% Cash, 12/30/2026	12/30/2021	$	1,500,000		1,485,719		1,490,250		0.4	%
GDS Software Holdings, LLC (h)	Financial Services	Common Stock Class A Units	8/23/2018		250,000		250,000		503,775		0.1	%
		Total Financial Services					24,321,785		24,560,311		7.0	%
Ascend Software, LLC	Financial Services Software	First Lien Term Loan (3M USD LIBOR+7.50%), 9.11% Cash, 12/15/2026	12/15/2021	$	6,000,000		5,945,623		5,940,000		1.7	%
Ascend Software, LLC (j)	Financial Services Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 9.11% Cash, 12/15/2026	12/15/2021	$	1,300,000		1,287,170		1,287,000		0.4	%
		Total Financial Services Software					7,232,793		7,227,000		2.1	%
Ohio Medical, LLC (h)	Healthcare Products Manufacturing	Common Stock	1/15/2016		5,000		380,353		634,183		0.2	%
		Total Healthcare Products Manufacturing					380,353		634,183		0.2	%
Axiom Parent Holdings, LLC (h)	Healthcare Services	Common Stock Class A Units	6/19/2018	$	400,000		400,000		1,269,248		0.4	%
Axiom Purchaser, Inc. (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023	6/19/2018	$	7,500,000		7,484,272		7,479,750		2.2	%
Axiom Purchaser, Inc. (d)	Healthcare Services	Delayed Draw Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023	6/19/2018	$	4,500,000		4,486,480		4,487,850		1.3	%
ComForCare Health Care (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+6.25%), 7.86% Cash, 1/31/2025	1/31/2017	$	25,000,000		24,908,782		25,000,000		7.2	%
		Total Healthcare Services					37,279,534		38,236,848		11.1	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
TRC HemaTerra, LLC (h)	Healthcare Software	Class D Membership Interests	4/15/2019		2,487		2,816,693		3,912,271		1.1	%
HemaTerra Holding Company, LLC (d)	Healthcare Software	First Lien Term Loan (3M USD LIBOR+8.25%), 9.86% Cash, 1/31/2026	4/15/2019	$	35,910,000		35,636,083		35,550,900		10.3	%
HemaTerra Holding Company, LLC (d)	Healthcare Software	Delayed Draw Term Loan (3M USD LIBOR+8.25%), 9.86% Cash, 1/31/2026	4/15/2019	$	13,965,000		13,881,774		13,825,350		4.0	%
Procurement Partners, LLC	Healthcare Software	First Lien Term Loan (3M USD LIBOR+5.50%), 7.11% Cash, 11/12/2025	11/12/2020	$	35,125,000		34,848,066		34,896,688		10.1	%
Procurement Partners, LLC (j)	Healthcare Software	Delayed Draw Term Loan (3M USD LIBOR+5.50%), 7.11% Cash, 11/12/2025	11/12/2020	$	1,200,000		1,188,650		1,192,200		0.3	%
Procurement Partners Holdings LLC (h)	Healthcare Software	Class A Units	11/12/2020		550,986		550,986		630,757		0.2	%
		Total Healthcare Software					88,922,252		90,008,166		26.0	%
Roscoe Medical, Inc. (h)	Healthcare Supply	Common Stock	3/26/2014		5,081		508,077		-		0.0	%
		Total Healthcare Supply					508,077		-		0.0	%
Book4Time, Inc. (a), (d)	Hospitality/Hotel	First Lien Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025	12/22/2020	$	3,136,517		3,113,515		3,103,270		0.9	%
Book4Time, Inc. (a)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025	12/22/2020	$	2,000,000		1,980,015		1,978,800		0.6	%
Book4Time, Inc. (a), (h), (i)	Hospitality/Hotel	Class A Preferred Shares	12/22/2020		200,000		156,826		216,744		0.1	%
Knowland Group, LLC (k)	Hospitality/Hotel	Second Lien Term Loan (3M USD LIBOR+8.00%), 10.00% Cash/1.00% PIK, 5/9/2024	11/9/2018	$	15,878,989		15,878,989		10,059,339		2.9	%
Sceptre Hospitality Resources, LLC	Hospitality/Hotel	First Lien Term Loan (3M USD LIBOR+8.00%), 9.61% Cash, 9/2/2026	4/27/2020	$	6,000,000		5,954,100		5,904,000		1.7	%
Sceptre Hospitality Resources, LLC (j)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD LIBOR+8.00%), 9.61% Cash, 9/2/2026	9/2/2021	$	750,000		742,524		738,000		0.2	%
		Total Hospitality/Hotel					27,825,969		22,000,153		6.4	%
Granite Comfort, LP	HVAC Services and Sales	First Lien Term Loan (3M USD LIBOR+7.00%), 8.61% Cash, 11/16/2025	11/16/2020	$	33,000,000		32,734,758		33,059,400		9.6	%
Granite Comfort, LP(j)	HVAC Services and Sales	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 8.61% Cash, 11/16/2025	11/16/2020	$	2,000,000		1,981,632		2,003,600		0.6	%
		Total HVAC Services and Sales					34,716,390		35,063,000		10.2	%
AgencyBloc, LLC	Insurance Software	First Lien Term Loan (3M USD BSBY+8.00%), 9.52% Cash, 10/1/2026	10/1/2021	$	9,000,000		8,930,595		8,862,300		2.6	%
Panther ParentCo LLC (h)	Insurance Software	Class A Units	10/1/2021		2,000,000		2,000,000		2,334,414		0.7	%
		Total Insurance Software					10,930,595		11,196,714		3.3	%
Vector Controls Holding Co., LLC (d)	Industrial Products	First Lien Term Loan (3M USD LIBOR+6.50%), 8.11% Cash, 3/6/2025	3/6/2013	$	4,746,986		4,746,986		4,705,213		1.4	%
Vector Controls Holding Co., LLC (h)	Industrial Products	Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027	5/31/2015		343		-		3,978,000		1.2	%
		Total Industrial Products					4,746,986		8,683,213		2.6	%
LogicMonitor, Inc. (d)	IT Services	First Lien Term Loan (3M USD LIBOR+5.00), 6.61% Cash, 5/17/2023	3/20/2020	$	43,000,000		42,851,422		43,000,000		12.5	%
		Total IT Services					42,851,422		43,000,000		12.5	%
Centerbase, LLC	Legal Software	First Lien Term Loan (Daily USD SOFR+7.75%), 8.75% Cash, 1/18/2027	1/18/2022	$	21,408,000		21,186,767		21,193,920		6.1	%
		Total Legal Software					21,186,767		21,193,920		6.1	%
Madison Logic, Inc.	Marketing Orchestration Software	First Lien Term Loan (1M USD LIBOR+5.50%), 6.62% Cash, 11/22/2026	12/10/2021	$	28,843,373		28,722,334		28,704,925		8.3	%
Madison Logic, Inc. (j)	Marketing Orchestration Software	Revolving Credit Facility (1M USD LIBOR+5.50%), 6.62% Cash, 11/22/2026	12/10/2021	$	-		-		-		0.0	%
		Total Marketing Orchestration Software					28,722,334		28,704,925		8.3	%
inMotionNow, Inc.	Marketing Services	First Lien Term Loan (3M USD LIBOR+7.50), 10.00% Cash, 5/15/2024	5/15/2019	$	12,200,000		12,148,027		12,151,200		3.5	%
inMotionNow, Inc. (d)	Marketing Services	Delayed Draw Term Loan (3M USD LIBOR+7.50) 10.00% Cash, 5/15/2024	5/15/2019	$	5,000,000		4,976,703		4,980,000		1.4	%
		Total Marketing Services					17,124,730		17,131,200		4.9	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD LIBOR+5.25), 6.86% Cash, 8/26/2026	8/26/2021	$	15,000,000		14,870,093		14,920,500		4.3	%
Chronus LLC (h)	Mentoring Software	Series A Preferred Stock	8/26/2021		3,000		3,000,000		3,389,432		1.0	%
		Total Mentoring Software					17,870,093		18,309,932		5.3	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Omatic Software, LLC	Non-profit Services	First Lien Term Loan (3M USD LIBOR+8.00%), 9.75% Cash/1.00% PIK, 5/29/2023	5/29/2018	$	10,036,289		9,993,648		9,939,941		2.9	%
		Total Non-profit Services					9,993,648		9,939,941		2.9	%
Emily Street Enterprises, L.L.C.	Office Supplies	Senior Secured Note (3M USD LIBOR+8.50%), 10.11% Cash, 12/31/2023	12/28/2012	$	3,300,000		3,300,000		3,252,150		0.9	%
Emily Street Enterprises, L.L.C. (h)	Office Supplies	Warrant Membership Interests Expires 12/28/2022	12/28/2012		49,318		400,000		507,642		0.1	%
		Total Office Supplies					3,700,000		3,759,792		1.0	%
Apex Holdings Software Technologies, LLC	Payroll Services	First Lien Term Loan (3M USD LIBOR+8.00%), 9.61% Cash, 9/21/2024	9/21/2016	$	16,500,000		16,492,637		16,488,450		4.7	%
		Total Payroll Services					16,492,637		16,488,450		4.7	%
Buildout, Inc.	Real Estate Services	First Lien Term Loan (3M USD LIBOR+7.00%), 8.61% Cash, 7/9/2025	7/9/2020	$	14,000,000		13,904,509		13,904,800		4.0	%
Buildout, Inc.	Real Estate Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 8.61% Cash, 7/9/2025	2/12/2021	$	38,500,000		38,190,646		38,238,200		11.0	%
Buildout, Inc. (h), (i)	Real Estate Services	Limited Partner Interests	7/9/2020		1,205		1,205,308		1,256,264		0.4	%
		Total Real Estate Services					53,300,463		53,399,264		15.4	%
LFR Chicken LLC	Restaurant	First Lien Term Loan (1M USD LIBOR+7.00%), 8.12% Cash, 11/19/2026	11/19/2021	$	12,000,000		11,893,721		11,851,200		3.4	%
LFR Chicken LLC (j)	Restaurant	Delayed Draw Term Loan (1M USD LIBOR+7.00%), 8.12% Cash, 11/19/2026	11/19/2021	$	9,000,000		8,912,727		8,888,400		2.6	%
LFR Chicken LLC (h)	Restaurant	Series B Preferred Units	11/19/2021		497,183		1,000,000		1,196,146		0.3	%
TMAC Acquisition Co., LLC	Restaurant	Unsecured Term Loan 8.00% PIK, 9/01/2023	3/1/2018	$	2,979,312		2,979,312		2,785,387		0.8	%
		Total Restaurant					24,785,760		24,721,133		7.1	%
Pepper Palace, Inc. (d)	Specialty Food Retailer	First Lien Term Loan (3M USD LIBOR+6.25%), 7.86% Cash, 6/30/2026	6/30/2021	$	33,745,000		33,458,240		28,828,353		8.3	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Delayed Draw Term Loan (3M USD LIBOR+6.25%), 7.86% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Revolving Credit Facility (3M USD LIBOR+6.25%), 7.86% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (h)	Specialty Food Retailer	Membership Interest	6/30/2021		1,000,000		1,000,000		157,598		-0.1	%
		Total Specialty Food Retailer					34,458,240		28,985,951		8.2	%
ArbiterSports, LLC (d)	Sports Management	First Lien Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025	2/21/2020	$	26,000,000		25,864,509		25,706,200		7.3	%
ArbiterSports, LLC (d)	Sports Management	Delayed Draw Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025	2/21/2020	$	1,000,000		1,000,000		988,700		0.3	%
		Total Sports Management					26,864,509		26,694,900		7.6	%
Avionte Holdings, LLC (h)	Staffing Services	Class A Units	1/8/2014		100,000		100,000		2,059,840		0.6	%
		Total Staffing Services					100,000		2,059,840		0.6	%
JDXpert	Talent Acquisition Software	First Lien Term Loan (3M USD LIBOR+8.50%), 10.11% Cash, 5/2/2027	5/2/2022	$	6,000,000		5,940,044		5,940,000
JDXpert (j)	Talent Acquisition Software	Delayed Draw Term Loan (3M USD LIBOR+8.50%), 10.11% Cash, 5/2/2027	5/2/2022	$	-		-		-
Jobvite, Inc. (d)	Talent Acquisition Software	Second Lien Term Loan (3M USD LIBOR+7.50%), 9.11% Cash, 1/6/2027	7/6/2021	$	20,000,000		19,847,950		19,576,000		5.7	%
		Total Talent Acquisition Software					25,787,994		25,516,000		5.7	%
National Waste Partners (d)	Waste Services	Second Lien Term Loan 10.00% Cash, 11/13/2022	2/13/2017	$	9,000,000		9,000,000		8,993,700		2.6	%
		Total Waste Services					9,000,000		8,993,700		2.6	%
Sub Total Non-control/Non-affiliate investments							732,722,272		745,481,455		213.8	%
Affiliate investments - 16.2% (b)
Artemis Wax Corp. (d), (f), (j)	Consumer Services	Delayed Draw Term Loan (1M USD LIBOR+9.00%), 11.00% Cash, 5/20/2026	5/20/2021	$	30,000,000		29,741,794		29,949,000		8.7	%
Artemis Wax Corp. (f)	Consumer Services	Delayed Draw Term Loan (1M USD LIBOR+6.50%), 8.50% Cash, 5/20/2026	5/19/2022	$	6,000,000		5,940,132		5,989,800		1.7	%
Artemis Wax Corp. (f), (h)	Consumer Services	Series B-1 Preferred Stock	5/20/2021		934,463		1,500,000		2,837,765		0.8	%
Artemis Wax Corp. (f), (h)	Consumer Services	Series C Preferred Stock	5/20/2021		5,745		5,745,485		5,745,481		1.7	%
		Total Consumer Services					42,927,411		44,522,046		12.9	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Axero Holdings, LLC (f)	Employee Collaboration Software	First Lien Term Loan (3M USD LIBOR+10.00%), 11.61% Cash, 6/30/2026	6/30/2021	$	5,500,000		5,452,434		5,513,200		1.6	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Delayed Draw Term Loan (3M USD LIBOR+10.00%), 11.61% Cash, 6/30/2026	6/30/2021	$	1,100,000		1,089,030		1,102,640		0.3	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Revolving Credit Facility (3M USD LIBOR+10.00%), 11.61% Cash, 6/30/2026	2/3/2022	$	-		-		-		0.0	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series A Preferred Units	6/30/2021		2,000,000		2,000,000		2,275,000		0.6	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series B Preferred Units	6/30/2021		2,000,000		2,000,000		2,632,792		0.8	%
		Total Employee Collaboration Software					10,541,464		11,523,632		3.3	%
Sub Total Affiliate investments							53,468,875		56,045,678		16.2	%
Control investments - 26.8% (b)
Netreo Holdings, LLC (g)	IT Services	First Lien Term Loan (3M USD LIBOR +8.00%), 9.61% Cash 12/31/2025	7/3/2018	$	5,466,933		5,444,758		5,463,653		1.5	%
Netreo Holdings, LLC (d), (g), (j)	IT Services	Delayed Draw Term Loan (3M USD LIBOR +8.00%), 9.61% Cash, 12/31/2025	5/26/2020	$	16,019,435		15,968,598		16,009,823		4.6	%
Netreo Holdings, LLC (g), (h)	IT Services	Common Stock Class A Unit	7/3/2018		4,600,677		8,344,500		18,270,011		5.3	%
		Total IT Services					29,757,856		39,743,487		11.4	%
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)	Structured Finance Securities	Other/Structured Finance Securities 5.15%, 4/20/2033	1/22/2008	$	111,000,000		30,973,564		24,117,794		7.0	%
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)	Structured Finance Securities	Other/Structured Finance Securities (3M USD LIBOR+10.00%), 11.61%, 4/20/2033	8/9/2021	$	9,375,000		9,375,000		9,375,000		2.7	%
		Total Structured Finance Securities					40,348,564		33,492,794		9.7	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)	Investment Fund	Unsecured Loan 10.00%, 6/15/2023	2/17/2022	$	13,125,000		13,125,000		13,125,000		3.8	%
Saratoga Senior Loan Fund I JV, LLC (a), (g)	Investment Fund	Membership Interest	2/17/2022		13,125,000		13,125,000		6,644,732		1.9	%
		Total Investment Fund					26,250,000		19,769,732		5.7	%
Sub Total Control investments							96,356,420		93,006,013		26.8	%
TOTAL INVESTMENTS - 256.8% (b)						$	882,547,567	$	894,533,146		256.8	%

	Number of Shares		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 29.4% (b)
U.S. Bank Money Market (l)		101,489,854	$	101,489,854	$	101,489,854		29.4	%
Total cash and cash equivalents and cash and cash equivalents, reserve accounts		101,489,854	$	101,489,854	$	101,489,854		29.4	%

(1)

Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities.

(a)

Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of May 31, 2022, non-qualifying assets represent 5.8% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets.

(b)

Percentages are based on net assets of $345,235,811 as of May 31, 2022.

(c)

Because there is no readily available market value for these investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements).

(d)

These securities are either fully or partially pledged as collateral under a senior secured revolving credit facility (see Note 8 to the consolidated financial statements).

(e)

This investment does not have a stated interest rate that is payable thereon. As a result, the 5.15% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment.

(f)

As defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. Transactions during the quarter ended May 31, 2022 in which the issuer was an affiliate are as follows:

Company	Purchases		Sales		Total Interest from Investments		Management Fee Income		Net Realized Gain (Loss) from Investments		Net Change in Unrealized Appreciation (Depreciation)
Artemis Wax Corp.	$	5,940,000	$	-	$	880,798	$	-	$	-	$	134,348
Axero Holdings, LLC		1,089,000		-		169,350		-		-		433,258
Total	$	7,029,000	$	-	$	1,050,148	$	-	$	-	$	567,606

(g)

As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the quarter ended May 31, 2022 in which the issuer was both an affiliate and a portfolio company that we control are as follows:

Company	Purchases		Sales		Total Interest from Investments		Management Fee Income		Net Realized Gain (Loss) from Investments		Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC	$	2,475,000	$	-	$	444,031	$	-	$	-	$	(657,884	)
Saratoga Investment Corp. CLO 2013-1, Ltd.		-		-		592,681		815,964		-		(3,237,550	)
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note		-		-		254,514		-		-		-
Saratoga Senior Loan Fund I JV, LLC		-		-		328,125		-		-		-
Saratoga Senior Loan Fund I JV, LLC		-		-		-		-		-		(5,371,332	)
Total	$	2,475,000	$	-	$	1,619,351	$	815,964	$	-	$	(9,266,766	)

(h)

Non-income producing at May 31, 2022.

(i)

Includes securities issued by an affiliate of the company.

(j)

All or a portion of this investment has an unfunded commitment as of May 31, 2022. (See Note 9 to the consolidated financial statements).

(k)

As of May 31, 2022, there were no investments on non-accrual status. (See Note 2 to the consolidated financial statements).

(l)

Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of May 31, 2022.

BSBY - Bloomberg Short-Term Bank Yield

LIBOR - London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

3M USD BSBY - The 3 month USD BSBY rate as of May 31, 2022 was 1.56%.

1M USD LIBOR - The 1 month USD LIBOR rate as of May 31, 2022 was 1.12%.

3M USD LIBOR - The 3 month USD LIBOR rate as of May 31, 2022 was 1.63%.

Daily USD SOFR - The daily USD SOFR rate as of May 31, 2022 was 0.79%

PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Schedule of Investments

February 28, 2022

Company(1)	Industry	Investment Interest Rate/Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Non-control/Non-affiliate investments - 187.4% (b)
Targus Holdings, Inc. (h)	Consumer Products	Common Stock	12/31/2009		210,456	$	1,589,630	$	692,535		0.2	%
		Total Consumer Products					1,589,630		692,535		0.2	%
Schoox, Inc. (h), (i)	Corporate Education Software	Series 1 Membership Interest	12/8/2020		1,050		475,698		3,305,839		0.9	%
		Total Corporate Education Software					475,698		3,305,839		0.9	%
GreyHeller LLC (h)	Cyber Security	Common Stock	11/10/2021		6,742,392		1,635,704		1,635,704		0.5	%
		Total Cyber Security					1,635,704		1,635,704		0.5	%
New England Dental Partners	Dental Practice Management	First Lien Term Loan (3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025	11/25/2020	$	6,555,000		6,502,672		6,404,891		1.8	%
New England Dental Partners (j)	Dental Practice Management	Delayed Draw Term Loan (3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025	11/25/2020	$	2,150,000		2,132,639		1,997,715		0.6	%
		Total Dental Practice Management					8,635,311		8,402,606		2.4	%
PDDS Buyer, LLC (d)	Dental Practice Management Software	First Lien Term Loan (3M USD LIBOR+5.50%), 6.00% Cash, 7/15/2024	7/15/2019	$	28,000,000		27,943,852		27,938,400		7.9	%
PDDS Buyer, LLC (h)	Dental Practice Management Software	Series A-1 Preferred Shares	8/10/2020		1,755,831		2,000,000		7,099,940		2.0	%
		Total Dental Practice Management Software					29,943,852		35,038,340		9.9	%
C2 Educational Systems	Education Services	First Lien Term Loan (3M USD LIBOR+8.50%), 10.00% Cash, 5/31/2023	5/31/2017	$	18,500,000		18,484,747		18,220,650		5.1	%
C2 Education Systems, Inc. (h)	Education Services	Series A-1 Preferred Stock	5/18/2021		3,127		499,904		599,296		0.2	%
Zollege PBC	Education Services	First Lien Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 5/11/2026	5/11/2021	$	16,000,000		15,877,908		15,794,300		4.4	%
Zollege PBC (j)	Education Services	Delayed Draw Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 5/11/2026	5/11/2021	$	500,000		495,811		493,950		0.1	%
Zollege PBC (h)	Education Services	Class A Units	5/11/2021		250,000		250,000		201,218		0.1	%
		Total Education Services					35,608,370		35,309,414		9.9	%
Destiny Solutions Inc. (h), (i)	Education Software	Limited Partner Interests	5/16/2018		3,065		3,969,291		7,632,061		2.1	%
Identity Automation Systems (d)	Education Software	First Lien Term Loan (3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024	8/25/2014	$	16,941,250		16,941,250		16,941,250		4.8	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-2 Units	8/25/2014		232,616		232,616		801,923		0.2	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-1 Units	3/6/2020		43,715		171,571		200,820		0.1	%
GoReact	Education Software	First Lien Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025	1/17/2020	$	8,000,000		7,920,033		8,080,000		2.3	%
GoReact (j)	Education Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025	1/18/2022	$	-		-		-		0.0	%
		Total Education Software					29,234,761		33,656,054		9.5	%
TG Pressure Washing Holdings, LLC (h)	Facilities Maintenance	Preferred Equity	8/12/2019		488,148		488,148		482,036		0.1	%
		Total Facilities Maintenance					488,148		482,036		0.1	%
Davisware, LLC	Field Service Management	First Lien Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024	9/6/2019	$	6,000,000		5,954,705		6,003,000		1.7	%
Davisware, LLC (j)	Field Service Management	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024	9/6/2019	$	977,790		975,504		978,279		0.3	%
		Total Field Service Management					6,930,209		6,981,279		2.0	%
GDS Software Holdings, LLC	Financial Services	First Lien Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 12/30/2026	12/30/2021	$	22,713,926		22,579,864		22,570,829		6.3	%
GDS Software Holdings, LLC (j)	Financial Services	Delayed Draw Term loan (3M USD LIBOR+7.00%), 8.00% Cash, 12/30/2026	12/18/2021	$	500,000		495,031		496,850		0.1	%
GDS Software Holdings, LLC (h)	Financial Services	Common Stock Class A Units	8/23/2018		250,000		250,000		472,009		0.1	%
		Total Financial Services					23,324,895		23,539,688		6.5	%
Ascend Software, LLC	Financial Services Software	First Lien Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 12/15/2026	12/15/2021	$	6,000,000		5,942,482		5,940,000		1.7	%
Ascend Software, LLC (j)	Financial Services Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 12/15/2026	12/15/2021	$	-		-		-		0.0	%
		Total Financial Services Software					5,942,482		5,940,000		1.7	%
Ohio Medical, LLC (h)	Healthcare Products Manufacturing	Common Stock	1/15/2016		5,000		380,353		714,271		0.2	%
		Total Healthcare Products Manufacturing					380,353		714,271		0.2	%

Company(1)	Industry	Investment Interest Rate/Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Axiom Parent Holdings, LLC (h)	Healthcare Services	Common Stock Class A Units	6/19/2018		400,000		400,000		1,032,934		0.3	%
Axiom Purchaser, Inc. (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023	6/19/2018	$	10,000,000		9,974,217		10,013,000		2.8	%
Axiom Purchaser, Inc. (d)	Healthcare Services	Delayed Draw Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023	6/19/2018	$	6,000,000		5,977,846		6,007,800		1.7	%
ComForCare Health Care (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+7.25%), 8.25% Cash, 1/31/2025	1/31/2017	$	25,000,000		24,903,581		25,000,000		7.0	%
		Total Healthcare Services					41,255,644		42,053,734		11.8	%
TRC HemaTerra, LLC (h)	Healthcare Software	Class D Membership Interests	4/15/2019		2,487		2,816,693		3,788,769		1.1	%
HemaTerra Holding Company, LLC (d)	Healthcare Software	First Lien Term Loan (3M USD LIBOR+8.25%), 9.25% Cash, 1/31/2026	4/15/2019	$	36,000,000		35,715,061		35,640,000		10.0	%
HemaTerra Holding Company, LLC (d)	Healthcare Software	Delayed Draw Term Loan (3M USD LIBOR+8.25%), 9.25% Cash, 1/31/2026	4/15/2019	$	14,000,000		13,912,744		13,860,000		3.9	%
Procurement Partners, LLC	Healthcare Software	First Lien Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 11/12/2025	11/12/2020	$	35,125,000		34,827,633		34,998,550		9.8	%
Procurement Partners, LLC (j)	Healthcare Software	Delayed Draw Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 11/12/2025	11/12/2020	$	1,200,000		1,188,047		1,195,680		0.3	%
Procurement Partners Holdings LLC (h)	Healthcare Software	Class A Units	11/12/2020		550,986		550,986		643,044		0.2	%
		Total Healthcare Software					89,011,164		90,126,043		25.3	%
Roscoe Medical, Inc. (h)	Healthcare Supply	Common Stock	3/26/2014		5,081		508,077		52,853		0.0	%
Roscoe Medical, Inc.	Healthcare Supply	Second Lien Term Loan 11.25% Cash, 3/31/2022	3/26/2014	$	5,141,413		5,141,413		5,141,413		1.4	%
		Total Healthcare Supply					5,649,490		5,194,266		1.4	%
Book4Time, Inc. (a), (d)	Hospitality/Hotel	First Lien Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025	12/22/2020	$	3,136,517		3,111,278		3,112,052		0.9	%
Book4Time, Inc. (a), (j)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025	12/22/2020	$	-		-		-		0.0	%
Book4Time, Inc. (a), (h), (i)	Hospitality/Hotel	Class A Preferred Shares	12/22/2020	$	200,000		156,826		198,638		0.1	%
Knowland Group, LLC	Hospitality/Hotel	Second Lien Term Loan (3M USD LIBOR+8.00%), 10.00% Cash/1.00% PIK, 5/9/2024	11/9/2018	$	15,878,989		15,878,989		10,592,873		3.0	%
Sceptre Hospitality Resources, LLC	Hospitality/Hotel	First Lien Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 9/2/2026	4/27/2020	$	6,000,000		5,952,460		6,021,000		1.7	%
Sceptre Hospitality Resources, LLC (j)	Hospitality/Hotel	Delayed Draw Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 9/2/2026	9/2/2021	$	-		-		-		0.0	%
		Total Hospitality/Hotel					25,099,553		19,924,563		5.7	%
Granite Comfort, LP	HVAC Services and Sales	First Lien Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 11/16/2025	11/16/2020	$	28,000,000		27,764,146		27,977,600		7.9	%
Granite Comfort, LP(j)	HVAC Services and Sales	Delayed Draw Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 11/16/2025	11/16/2020	$	2,000,000		1,980,805		1,998,400		0.6	%
		Total HVAC Services and Sales					29,744,951		29,976,000		8.5	%
AgencyBloc, LLC	Insurance Software	First Lien Term Loan (3M USD BSBY+8.00%), 9.00% Cash, 10/1/2026	10/1/2021	$	9,000,000		8,925,938		8,920,800		2.5	%
Panther ParentCo LLC (h)	Insurance Software	Class A Units	10/1/2021		2,000,000		2,000,000		2,000,000		0.6	%
		Total Insurance Software					10,925,938		10,920,800		3.1	%
Vector Controls Holding Co., LLC (d)	Industrial Products	First Lien Term Loan (3M USD LIBOR+6.50%), 8.00% Cash, 3/6/2025	3/6/2013	$	5,008,186		5,008,186		5,008,186		1.4	%
Vector Controls Holding Co., LLC (h)	Industrial Products	Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027	5/31/2015		343		-		3,418,993		1.0	%
		Total Industrial Products					5,008,186		8,427,179		2.4	%
LogicMonitor, Inc. (d)	IT Services	First Lien Term Loan (3M USD LIBOR+5.00), 6.00% Cash, 5/17/2023	3/20/2020	$	43,000,000		42,806,801		43,000,000		12.1	%
		Total IT Services					42,806,801		43,000,000		12.1	%
Centerbase, LLC	Legal Software	First Lien Term Loan (Daily USD SOFR+7.50%), 8.50% Cash, 1/18/2027	1/18/2022	$	7,500,000		7,409,860		7,425,000		2.1	%
		Total Legal Software					7,409,860		7,425,000		2.1	%
Madison Logic, Inc.	Marketing Orchestration Software	First Lien Term Loan (1M USD LIBOR+5.75%), 6.75% Cash, 11/22/2026	12/10/2021	$	28,915,663		28,782,977		28,776,867		8.1	%

Company(1)	Industry	Investment Interest Rate/Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)			% of Net Assets
Madison Logic, Inc. (j)	Marketing Orchestration Software	Revolving Credit Facility (1M USD LIBOR+5.75%), 6.75% Cash, 11/22/2026	12/10/2021	$	-		-		-			0.0	%
		Total Marketing Orchestration Software					28,782,977		28,776,867			8.1	%
inMotionNow, Inc.	Marketing Services	First Lien Term Loan (3M USD LIBOR+7.50), 10.00% Cash, 5/15/2024	5/15/2019	$	12,200,000		12,139,533		12,290,280			3.5	%
inMotionNow, Inc. (d)	Marketing Services	Delayed Draw Term Loan (3M USD LIBOR+7.50) 10.00% Cash, 5/15/2024	5/15/2019	$	5,000,000		4,972,992		5,037,000			1.4	%
		Total Marketing Services					17,112,525		17,327,280			4.9	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD LIBOR+5.25), 6.25% Cash, 8/26/2026	8/26/2021	$	15,000,000		14,861,338		14,938,500			4.2	%
Chronus LLC (h)	Mentoring Software	Series A Preferred Stock	8/26/2021		3,000		3,000,000		3,382,625			1.0	%
		Total Mentoring Software					17,861,338		18,321,125			5.2	%
Omatic Software, LLC	Non-profit Services	First Lien Term Loan (3M USD LIBOR+8.00%), 9.75% Cash/1.00% PIK, 5/29/2023	5/29/2018	$	10,010,685		9,955,082		10,038,714			2.8	%
		Total Non-profit Services					9,955,082		10,038,714			2.8	%
Emily Street Enterprises, L.L.C.	Office Supplies	Senior Secured Note (3M USD LIBOR+8.50%), 10.00% Cash, 12/31/2023	12/28/2012	$	3,300,000		3,300,000		3,278,880			0.9	%
Emily Street Enterprises, L.L.C. (h)	Office Supplies	Warrant Membership Interests Expires 12/28/2022	12/28/2012		49,318		400,000		446,927			0.1	%
		Total Office Supplies					3,700,000		3,725,807			1.0	%
Apex Holdings Software Technologies, LLC	Payroll Services	First Lien Term Loan (3M USD LIBOR+8.00%), 9.00% Cash, 9/21/2024	9/21/2016	$	17,000,000		16,990,006		17,000,000			4.7	%
		Total Payroll Services					16,990,006		17,000,000			4.7	%
Buildout, Inc.	Real Estate Services	First Lien Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 7/9/2025	7/9/2020	$	14,000,000		13,897,546		13,904,800			3.9	%
Buildout, Inc.	Real Estate Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 7/9/2025	2/12/2021	$	38,500,000		38,173,998		38,238,200			10.6	%
Buildout, Inc. (h), (i)	Real Estate Services	Limited Partner Interests	7/9/2020		1,205		1,205,308		1,363,014			0.4	%
		Total Real Estate Services					53,276,852		53,506,014			14.9	%
LFR Chicken LLC	Restaurant	First Lien Term Loan (1M USD LIBOR+7.00%), 8.00% Cash, 11/19/2026	11/19/2021	$	12,000,000		11,886,588		11,880,000			3.3	%
LFR Chicken LLC (j)	Restaurant	Delayed Draw Term Loan (1M USD LIBOR+7.00%), 8.00% Cash, 11/19/2026	11/19/2021	$	-		-		-			0.0	%
LFR Chicken LLC (h)	Restaurant	Series B Preferred Units	11/19/2021		497,183		1,000,000		999,984			0.3	%
TMAC Acquisition Co., LLC	Restaurant	Unsecured Term Loan 8.00% PIK, 9/01/2023	3/1/2018	$	2,979,312		2,979,312		2,805,541			0.8	%
		Total Restaurant					15,865,900		15,685,525			4.4	%
Pepper Palace, Inc. (d)	Specialty Food Retailer	First Lien Term Loan (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026	6/30/2021	$	33,830,000		33,531,592		33,261,656			9.2	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Delayed Draw Term Loan (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026	6/30/2021	$	-		-		(33,600	)		0.0	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Revolving Credit Facility (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026	6/30/2021	$	-		-		(42,000	)		0.0	%
Pepper Palace, Inc. (h)	Specialty Food Retailer	Membership Interest	6/30/2021		1,000,000		1,000,000		827,050			0.1	%
		Total Specialty Food Retailer					34,531,592		34,013,106			9.3	%
ArbiterSports, LLC (d)	Sports Management	First Lien Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025	2/21/2020	$	26,000,000		25,846,091		25,667,199			7.1	%

Company(1)	Industry	Investment Interest Rate/Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
ArbiterSports, LLC (d)	Sports Management	Delayed Draw Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025	2/21/2020	$	1,000,000		999,997		987,200		0.3	%
		Total Sports Management					26,846,088		26,654,399		7.4	%
Avionte Holdings, LLC (h)	Staffing Services	Class A Units	1/8/2014		100,000		100,000		1,912,328		0.5	%
		Total Staffing Services					100,000		1,912,328		0.5	%
Jobvite, Inc. (d)	Talent Acquisition Software	Second Lien Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 1/6/2027	7/6/2021	$	20,000,000		19,841,684		19,652,000		5.5	%
		Total Talent Acquisition Software					19,841,684		19,652,000		5.5	%
National Waste Partners (d)	Waste Services	Second Lien Term Loan 10.00% Cash, 11/13/2022	2/13/2017	$	9,000,000		9,000,000.0		9,000,000.0		2.5	%
		Total Waste Services					9,000,000		9,000,000		2.5	%
Sub Total Non-control/Non-affiliate investments							654,965,044		668,358,516		187.4	%
Affiliate investments - 13.5% (b)
Artemis Wax Corp. (f), (j)	Consumer Services	Delayed Draw Term Loan (1M USD LIBOR+9.00%), 11.00% Cash, 5/20/2026	5/20/2021	$	30,000,000		29,727,282		30,000,000		8.4	%
Artemis Wax Corp. (f), (h)	Consumer Services	Series B-1 Preferred Stock	5/20/2021		934,463		1,500,000		2,687,573		0.8	%
Artemis Wax Corp. (f), (h)	Consumer Services	Series C Preferred Stock	5/20/2021		5,547		5,546,609		5,546,605		1.6	%
		Total Consumer Services					36,773,891		38,234,178		10.8	%
Axero Holdings, LLC (f)	Employee Collaboration Software	First Lien Term Loan (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026	6/30/2021	$	5,500,000		5,451,036		5,482,950		1.5	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Delayed Draw Term Loan (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Revolving Credit Facility (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026	2/3/2022	$	-		-		-		0.0	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series A Preferred Units	6/30/2021		2,000,000		2,000,000		2,198,000		0.5	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series B Preferred Units	6/30/2021		2,000,000		2,000,000		2,318,996		0.7	%
		Total Employee Collaboration Software					9,451,036		9,999,946		2.7	%
Sub Total Affiliate investments							46,224,927		48,234,124		13.5	%
Control investments - 28.3% (b)
Netreo Holdings, LLC (g)	IT Services	First Lien Term Loan (3M USD LIBOR +8.00%), 9.00% Cash 12/31/2025	7/3/2018	$	5,432,440		5,409,201		5,421,575		1.4	%
Netreo Holdings, LLC (d), (g), (j)	IT Services	Delayed Draw Term Loan (3M USD LIBOR +8.00%), 9.00% Cash, 12/31/2025	5/26/2020	$	13,433,515		13,406,530		13,406,648		3.8	%
Netreo Holdings, LLC (g), (h)	IT Services	Common Stock Class A Unit	7/3/2018		4,600,677		8,344,500		18,975,523		5.3	%
		Total IT Services					27,160,231		37,803,746		10.5	%
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)	Structured Finance Securities	Other/Structured Finance Securities 9.27%, 4/20/2033	1/22/2008	$	111,000,000		32,273,125		28,654,905		8.1	%
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)	Structured Finance Securities	Other/Structured Finance Securities (3M USD LIBOR+10.00%), 10.17%, 4/20/2033	8/9/2021	$	9,375,000		9,375,000		9,375,000		2.6	%
		Total Structured Finance Securities					41,648,125		38,029,905		10.7	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)	Investment Fund	Unsecured Loan 10.00%, 6/15/2023	2/17/2022	$	13,125,000		13,125,000		13,125,000		3.7	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)	Investment Fund	Membership Interest	2/17/2022		13,125,000		13,125,000		12,016,064		3.4	%
		Total Investment Fund					26,250,000		25,141,064		7.1	%
Sub Total Control investments							95,058,356		100,974,715		28.3	%
TOTAL INVESTMENTS - 229.2% (b)						$	796,248,327	$	817,567,355		229.2	%

	Number of Shares		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 14.9% (b)
U.S. Bank Money Market (k)		52,870,342	$	52,870,342	$	52,870,342		14.9	%
Total cash and cash equivalents and cash and cash equivalents, reserve accounts		52,870,342	$	52,870,342	$	52,870,342		14.9	%

(1)

Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities.

(a)

Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 28, 2022, non-qualifying assets represent 6.7% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets.

(b)

Percentages are based on net assets of $355,780,523 as of February 28, 2022.

(c)

(d)

These securities are either fully or partially pledged as collateral under a senior secured revolving credit facility (see Note 8 to the consolidated financial statements).

(e)

This investment does not have a stated interest rate that is payable thereon. As a result, the 9.27% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment.

(f)

As defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. GreyHeller, LLC is no longer an affiliate as of February 28, 2022. Transactions during the year ended February 28, 2022 in which the issuer was an affiliate are as follows:

Company	Purchases		Sales			Total Interest from Investments		Management Fee Income		Net Realized Gain (Loss) from Investments		Net Change in Unrealized Appreciation (Depreciation)
Artemis Wax Corp.	$	36,200,000	$	-		$	1,919,100	$	-	$	-	$	1,460,287
Axero Holdings, LLC		9,445,000		-			416,092		-		-		548,910
GreyHeller, LLC		8,910,000		(26,428,457	)		973,278		-		7,328,457		(3,102,569	)
Top Gun		-		-			-		-		-		1,066,536
Total	$	54,555,000	$	(26,428,457	)	$	3,308,471	$	-	$	7,328,457	$	(26,836	)

(g)

As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended February 28, 2022 in which the issuer was both an affiliate and a portfolio company that we control are as follows:

Company	Purchases		Sales			Total Interest from Investments		Management Fee Income		Net Realized Gain (Loss) from Investments			Net Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC	$	17,074,500	$	-		$	1,814,735	$	-	$	-		$	5,055,909
Saratoga Investment Corp. CLO 2013-1, Ltd.		-		-			4,372,958		3,262,591		-			(1,221,309	)
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note		-		(17,875,000	)		814,431		-		-			(454,025	)
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note		8,500,000		(8,500,000	)		4,786		-		(139,867	)		-
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note		9,375,000		-			539,564		-		-			-
Saratoga Senior Loan Fund I JV, LLC		13,125,000		-			126,389		-		-			-
Saratoga Senior Loan Fund I JV, LLC		13,125,000		-			-		-		-			(1,108,936	)
Total	$	61,199,500	$	(26,375,000	)	$	7,672,863	$	3,262,591	$	(139,867	)	$	2,271,639

(h)

Non-income producing at February 28, 2022.

(i)

Includes securities issued by an affiliate of the company.

(j)

All or a portion of this investment has an unfunded commitment as of February 28, 2022. (See Note 9 to the consolidated financial statements).

(k)

Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, 2022.

BSBY - Bloomberg Short-Term Bank Yield

LIBOR - London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

3M USD BSBY - The 3 month USD BSBY rate as of February 28, 2022 was 0.50%.

1M USD LIBOR - The 1 month USD LIBOR rate as of February 28, 2022 was 0.24%.

3M USD LIBOR - The 3 month USD LIBOR rate as of February 28, 2022 was 0.50%.

Daily USD SOFR - The daily USD SOFR rate as of February 28, 2022 was 0.05%

PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).

See accompanying notes to consolidated financial statements.

SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2022

(unaudited)

Note 1. Organization

Saratoga Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company has elected 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 investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments.

GSC Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.

On March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share of common stock of the Company.

On July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection with the consummation of a recapitalization transaction.

The Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or “Saratoga Investment Advisors”), pursuant to an investment advisory and management agreement (the “Management Agreement”). Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.

The Company has established wholly-owned subsidiaries, SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PEP, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA-VR, Inc., which are structured as Delaware entities, or tax blockers (“Taxable Blockers”), to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies. Tax Blockers are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expenses as a result of their ownership of portfolio companies.

On March 28, 2012, our wholly owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received a Small Business Investment Company (“SBIC”) license from the Small Business Administration (“SBA”). On August 14, 2019, our wholly owned subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. SBIC II LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA debentures.

The Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility”). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on the Company’s existing revolving credit facility with Madison Capital Funding, LLC were repaid and the revolving credit facility terminated.

On October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is under joint control and is not consolidated. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd. (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), are stated in U.S. Dollars and include the accounts of the Company and its wholly owned special purpose financing subsidiaries, Saratoga Investment Funding, LLC (previously known as GSC Investment Funding LLC), SIF II, SBIC LP, SBIC II LP, SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PEP, Inc., SIA-PP, Inc., SIA-TG, Inc., SIA-TT Inc. and SIA-Vector, Inc. All intercompany accounts and transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us” herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise.

The Company, SBIC LP and SBIC II LP are all considered to be investment companies for financial reporting purposes and have applied the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services — Investment Companies” (“ASC 946”). There have been no changes to the Company, SBIC LP or SBIC II LP’s status as investment companies during the three months ended May 31, 2022.

Principles of Consolidation

Under the investment company rules and regulations pursuant to ASC Topic 946, the Company is precluded from consolidating any entity other than another investment company.

The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned investment company subsidiary as the Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate its investment in SLF JV.

Use of Estimates in the Preparation of Financial Statements

The preparation of the accompanying consolidated financial statements in conformity with U.S. 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 income, gains (losses) and expenses during the period reported. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a money market fund, if such investment would cause the Company to exceed any of the following limitations:

●

we were to own more than 3.0% of the investment company’s total outstanding voting shares;

●

we were to hold securities in the investment company having an aggregate value in excess of 5.0% of the value of our total assets; or

●

we were to hold securities in investment companies having an aggregate value in excess of 10.0% of the value of our total assets.

As of May 31, 2022, the Company did not exceed any of these limitations.

Cash and Cash Equivalents, Reserve Accounts

Cash and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments in money market funds, representing payments received on secured investments or other reserved amounts associated with the revolving credit facilities. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance with the terms of the revolving credit facilities.

In addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and short-term liquid investments in money market funds, within our wholly-owned subsidiaries, SBIC LP and SBIC II LP.

The statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts.

The following table provides a reconciliation of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

	May 31, 2022		May 31, 2021
Cash and cash equivalents	$	94,939,634	$	317,932
Cash and cash equivalents, reserve accounts		6,550,220		19,659,681
Total cash and cash equivalents and cash and cash equivalents, reserve accounts	$	101,489,854	$	19,977,613

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “control investments” are defined as investments in companies in which we own more than 25.0% of the voting securities or maintain greater than 50.0% of the board representation. Under the 1940 Act, “affiliated investments” are defined as those non-control investments in companies in which we own between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither control investments nor affiliated investments.

Investment Valuation

The Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

The Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

●

Each investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions are documented, reviewed and discussed with our senior management; and

●

An independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”) and the Class F-2-R-3 Notes tranche of the Saratoga CLO every quarter.

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

●

The audit committee of our board of directors reviews and approves each preliminary valuation and our Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and

●

Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of our Manager, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.

We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.

The Company’s investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties as well as management estimates. The Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine the valuation for our investment in Saratoga CLO.

The Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, of SLF JV as a practical expedient for fair value, provided by ASC 820.

Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The Company’s net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty. Changes in the values of derivative contracts are included in the consolidated statements of operations.

Investment Transactions and Income Recognition

Purchases and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments up to the earliest call date.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. 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 a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At May 31, 2022, our investment in one portfolio company was on non-accrual status with a fair value of approximately $10.1 million, or 1.12% of the fair value of our portfolio. At February 28, 2022, there were no investments on non-accrual status.

Interest income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325, Investments-Other, Beneficial Interests in Securitized Financial Assets, (“ASC 325”), based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.

Payment-in-Kind Interest

The Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest if it is expected that the issuer will not be able to pay all principal and interest when due.

Dividend Income

Dividend income is recorded in the consolidated statements of operations when earned.

Structuring and Advisory Fee Income

Structuring and advisory fee income represents various fee income earned and received for performing certain investment structuring and advisory activities during the closing of new investments.

Other Income

Other income includes prepayment income fees, and monitoring, administration and amendment fees and is recorded in the consolidated statements of operations when earned.

Deferred Debt Financing Costs

Financing costs incurred in connection with our credit facility and notes are deferred and amortized using the straight-line method over the life of the respective facility and debt securities. Financing costs incurred in connection with the SBA debentures of SBIC LP and SBIC II LP are deferred and amortized using the straight-line method over the life of the debentures. Any discount or premium on the issuance of any debt is amortized using the effective interest method over the life of the respective debt security.

The Company presents deferred debt financing costs on the balance sheet as a contra-liability as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.

Realized Loss on Extinguishment of Debt

Upon the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt obligation).

Contingencies

In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management reasonably believes that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection with such indemnifications.

In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company.

Income Taxes

The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. By meeting these requirements, the Company will not be subject to corporate federal income taxes on ordinary income or capital gains timely distributed to stockholders. Therefore, no provision has been recorded for federal income taxes, except as related to the Taxable Blockers and long-term capital gains, when applicable.

In order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90% of its “investment company taxable income”, as defined by the Code, for each fiscal tax year. 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 (1) 98% of its net ordinary income in any calendar year, (2) 98.2% of its capital gain net income for each one-year period ending on October 31 and (3) any net ordinary income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the Company paid no U.S federal income tax.

Depending on the level of investment company taxable income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay the 4.0% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned. For the fiscal years ended February 28, 2022, 2021 and 2020, the excise tax accrual on estimated excess table income was $0.6 million, $0.7 million and $0.0 million, respectively.

In accordance with U.S. Treasury regulations and published guidance issued by the Internal Revenue Service (“IRS”), a publicly offered RIC may treat a distribution of its own stock as counting toward its RIC distribution requirements if each stockholder elects to receive his, her, or its entire distribution in either cash or stock of the RIC. This published guidance indicates that the rule will apply where the aggregate amount of cash to be distributed to all stockholders is not at least 20.0% of the aggregate declared distribution. Under the published guidance, if too many stockholders elect to receive cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.

The Company may utilize wholly owned holding companies taxed under Subchapter C of the Code or tax blockers, when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. Taxable Blockers are consolidated in the Company’s U.S. GAAP financial statements and may result in current and deferred federal and state income tax expense with respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s tax-basis net investment income until distributed by the Taxable Blocker, which may result in timing and character differences between the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Taxable Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or loss line item. Deferred tax assets of the Taxable Blockers are reduced by a valuation allowance when, in the opinion of management, it is more-likely than-not that some portion or all of the deferred tax assets will not be realized.

FASB ASC Topic 740, Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the 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” of being sustained by the applicable tax authority. Tax positions deemed to meet a “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 on the consolidated statements of operations. During the fiscal year ended February 28, 2022, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2019, 2020, 2021 and 2022 federal tax years for the Company remain subject to examination by the IRS. As of May 31, 2022 and February 28, 2022, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.

Dividends

Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain some or all of our net capital gains for reinvestment.

We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator.

Capital Gains Incentive Fee

The Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable by the Company to the Manager on the consolidated statements of assets and liabilities when the net realized and unrealized gain on its investments exceed all net realized and unrealized capital losses on its investments because a capital gains incentive fee would be owed to the Manager if the Company were to liquidate its investment portfolio at such time.

The actual incentive fee payable to the Manager related to capital gains will be determined and payable in arrears at the end of each fiscal year and only reflected those net realized capital gains net of realized and unrealized losses for the period.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and under the Encina Credit Facility. Many of these agreements (including the credit agreements relating to the Encina Credit Facility) include an alternative successor rate or language for choosing an alternative successor rate when LIBOR reference is no longer considered to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies to modify agreements to choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through December 31, 2022. Management does not believe this optional guidance has a material impact on the Company’s consolidated financial statements and disclosures.

Risk Management

In the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices.

Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a major financial institution and credit risk related to any of its derivative counterparties.

The Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.

Note 3. Investments

As noted above, the Company values all investments in accordance with ASC 820. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the measurement date.

ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

●

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

●

Level 2— Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments that are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level of recent trading activity has been observed.

●

Level 3—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on the Company’s own assumptions about how market participants would price the asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation technique. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates.

In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.

The following table presents fair value measurements of investments, by major class, as of May 31, 2022 (dollars in thousands), according to the fair value hierarchy:

	Fair Value Measurements						Valued Using Net Asset
	Level 1		Level 2		Level 3		Value*		Total
First lien term loans	$	-	$	-	$	718,090		-	$	718,090
Second lien term loans		-		-		38,629		-		38,629
Unsecured term loans		-		-		15,910		-		15,910
Structured finance securities		-		-		33,493		-		33,493
Equity interests		-		-		81,766		6,645		88,411
Total	$	-	$	-	$	887,888	$	6,645	$	894,533

*	The Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy.

The following table presents fair value measurements of investments, by major class, as of February 28, 2022 (dollars in thousands), according to the fair value hierarchy:

	Fair Value Measurements						Valued Using Net Asset
	Level 1		Level 2		Level 3		Value*		Total
First lien term loans	$	-	$	-	$	631,572	$	-	$	631,572
Second lien term loans		-		-		44,386		-		44,386
Unsecured loans		-		-		15,931		-		15,931
Structured finance securities		-		-		38,030		-		38,030
Equity interests		-		-		75,632		12,016		87,648
Total	$	-	$	-	$	805,551	$	12,016	$	817,567

*	The Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended May 31, 2022 (dollars in thousands):

	First lien term loans			Second lien term loans			Unsecured term loans			Structured finance securities			Equity interests		Total
Balance as of February 28, 2022	$	631,572		$	44,386		$	15,931		$	38,030		$	75,632	$	805,551
Payment-in-kind and other adjustments to cost		(221	)		-			-			(1,300	)		199		(1,322	)
Net accretion of discount on investments		344			6			-			-			-		350
Net change in unrealized appreciation (depreciation) on investments		(4,707	)		(622	)		(21	)		(3,237	)		4,623		(3,964	)
Purchases		95,886			-			-			-			1,312		97,198
Sales and repayments		(4,947	)		(5,141	)		-			-			-		(10,088	)
Net realized gain (loss) from investments		163			-			-			-			-		163
Balance as of May 31, 2022	$	718,090		$	38,629		$	15,910		$	33,493		$	81,766	$	887,888
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period	$	(4,869	)	$	(616	)	$	(20	)	$	(3,239	)	$	4,623	$	(4,121	)

Purchases, PIK and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK interests.

Sales and repayments represent net proceeds received from investments sold and principal paydowns received during the period.

Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the three months ended May 31, 2022.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended May 31, 2021 (dollars in thousands):

	First lien term loans			Second lien term loans		Unsecured term loans		Structured finance securities			Equity interests			Total
Balance as of February 28, 2021	$	440,456		$	24,930	$	2,141	$	49,779		$	37,007		$	554,313
Payment-in-kind and other adjustments to cost		231			-		-		(435	)		396			192
Net accretion of discount on investments		314			7		-		-			-			321
Net change in unrealized appreciation (depreciation) on investments		497			485		28		4,077			11,725			16,812
Purchases		87,321			-		-		-			31,845			119,166
Sales and repayments		(12,665	)		-		-		-			(2,276	)		(14,941	)
Net realized gain (loss) from investments		-			-		-		-			1,910			1,910
Balance as of May 31, 2021	$	516,154		$	25,422	$	2,169	$	53,421		$	80,607		$	677,773
Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the period	$	838		$	485	$	28	$	4,076		$	13,568		$	18,995

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of May 31, 2022 were as follows (dollars in thousands):

	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*
First lien term loans	$	718,090	Market Comparables	Market Yield (%)	6.6% - 12.5%	8.9%
				Revenue Multiples (x)	3.5x	3.5x
Second lien term loans		38,629	Market Comparables	Market Yield (%)	9.7% - 38.7%	17.4%
Unsecured term loans		15,910	Market Comparables	Market Yield (%)	10.0% - 26.0%	12.8%
			Collateral Value Coverage	Net Asset Value	100.0%	100.0%
Structured finance securities		33,493	Discounted Cash Flow	Discount Rate (%)	10.0% - 16.0%	14.8%
				Recovery Rate (%)	35% - 70%	70.0%
				Prepayment Rate (%)	20.0%	20.0%
Equity interests		81,766	Enterprise Value Waterfall	EBITDA Multiples (x)	4.0x - 28.6x	9.3x
				Revenue Multiples (x)	1.0x - 14.5x	7.2x
				Third-party bid	100.0%	100.0%
Total	$	887,888

*	The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 28, 2022 were as follows (dollars in thousands):

	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average*
First lien term loans	$	631,572	Market Comparables	Market Yield (%)	6.0% - 11.3%	8.4%
				Revenue Multiples (x)	3.5x	3.5x
Second lien term loans		44,386	Market Comparables	Market Yield (%)	8.9% - 32.9%	15.6%
				EBITDA Multiples (x)	7.5x	7.5x
Unsecured term loans		15,931	Market Comparables	Market Yield (%)	22.3%	22.3%
				Net Asset Value	100.0%	100.0%
Structured finance securities		38,030	Discounted Cash Flow	Discount Rate (%)	10.0% - 15.0%	14.2%
				Recovery Rate (%)	35.0% - 70.0%	70.0%
				Prepayment Rate (%)	20.0%	20.0%
Equity interests		75,632	Enterprise Value Waterfall	EBITDA Multiples (x)	4.0x - 14.0x	9.7x
				Revenue Multiples (x)	0.5x - 38.3x	4.6x
				Third-party bid	100.0%	100.0%
Total	$	805,551

*	The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input.

For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the earnings before interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a third-party bid or market quote in deriving a value, a significant increase (decrease) in the third-party bid or market quote, in isolation, would result in a significantly higher (lower) fair value measurement.

The composition of our investments as of May 31, 2022 at amortized cost and fair value was as follows (dollars in thousands):

	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
First lien term loans	$	722,260		81.8	%	$	718,090		80.3	%
Second lien term loans		44,727		5.1			38,629		4.3
Unsecured term loans		16,104		1.8			15,910		1.8
Structured finance securities		40,349		4.6			33,493		3.7
Equity interests		59,108		6.7			88,411		9.9
Total	$	882,548		100.0	%	$	894,533		100.0	%

The composition of our investments as of February 28, 2022 at amortized cost and fair value was as follows (dollars in thousands):

	Investments at Amortized Cost		Amortized Cost Percentage of Total Portfolio			Investments at Fair Value		Fair Value Percentage of Total Portfolio
First lien term loans	$	631,037		79.3	%	$	631,572		77.3	%
Second lien term loans		49,862		6.3			44,386		5.4
Unsecured term loans		16,104		2.0			15,931		1.9
Structured finance securities		41,648		5.2			38,030		4.7
Equity interests		57,597		7.2			87,648		10.7
Total	$	796,248		100.0	%	$	817,567		100.0	%

For loans and debt securities for which market quotations are not available, we determine their fair value based on third party indicative broker quotes, where available, or the inputs that a hypothetical market participant would use to value the security in a current hypothetical sale using a market comparables valuation technique. In applying the market comparables valuation technique, we determine the fair value based on such factors as market participant inputs including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. If, in our judgment, the market comparables technique is not sufficient or appropriate, we may use additional techniques such as an asset liquidation or expected recovery model.

For equity securities of portfolio companies and partnership interests, we determine the fair value using an enterprise value waterfall valuation technique. Under the enterprise value waterfall valuation technique, we determine the enterprise fair value of the portfolio company and then waterfall the enterprise value over the portfolio company’s securities in order of their preference relative to one another. To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation techniques and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The techniques 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. We also take into account historical and anticipated financial results.

Our investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties as well as management estimates. We ran Intex models based on inputs about the refinanced Saratoga CLO’s structure, including capital structure, cost of liabilities and reinvestment period. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO at May 31, 2022. The inputs at May 31, 2022 for the valuation model include:

●

Default rate: 2%

●

Recovery rate: 35% -70%

●

Discount rate: 10% – 16%

●

Prepayment rate: 20%

●

Reinvestment rate / price: L+365bps / $99.00

Investment Concentration

Set forth is a brief description of each portfolio company in which the fair value of our investment represents greater than 5% of our total assets as of May 31, 2022.

Hematerra Holdings Company, LLC

HemaTerra Holding Company, LLC (“HemaTerra”) provides SaaS-based software solutions addressing complex supply chain issues across a variety of medical environments, including blood, plasma, tissue, implants and DNA sample management, to customers in blood centers, hospitals, pharmaceuticals, and law enforcement settings.

Buildout, Inc.

Buildout, Inc. (“Buildout”) provides SaaS-based real estate marketing and customer relationship management (“CRM”) software to commercial real estate (“CRE”) brokerages. Buildout provides a suite of software solutions brokers use to manage relationships, efficiently create and distribute marketing materials over a wide variety of channels, including direct mail, multiple listing websites, brokerage website, property specific websites and manage back office functions like commission calculations and broker productivity.

PDDS Buyer, LLC

PDDS Buyer, LLC (“PDDS”) provides SaaS-based dental practice management software for individual practices and dental groups. PDDS offers key operational tools for a dental practice, including appointment scheduling, patient and clinical data intake and management, patient communications, billing and claims management, insurance verification and key performance indicator reporting.

Note 4. Investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”)

On January 22, 2008, the Company entered into a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016. On November 15, 2016, the Company completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October 2018.

On December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”). The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity date to January 2030. A non-call period ending January 2020 was also added. Following this refinancing, the Saratoga CLO portfolio increased its aggregate principal amount from approximately $300.0 million to approximately $500.0 million of predominantly senior secured first lien term loans. In addition to refinancing its liabilities, the Company invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and $7.5 million in aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD LIBOR plus 10.00%, respectively. As part of this refinancing, the Company also redeemed our existing $4.5 million in aggregate amount of the Class F notes tranche at par.

On February 11, 2020, the Company entered into an unsecured loan agreement with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary Saratoga CLO.

On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This fourth Saratoga CLO refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. The non-call period was extended to February 2022. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid in full.

On August 9, 2021, the Company exchanged its existing $17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.

The Saratoga CLO remains 100.0% owned and managed by the Company. We receive a base management fee of 0.10% per annum and a subordinated management fee of 0.40% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.

For the three months ended May 31, 2022 and May 31, 2021, we accrued management fee income of $0.8 million and $0.8 million, respectively, and interest income of $0.6 million and $1.1 million, respectively, from the subordinated notes of Saratoga CLO.

As of May 31, 2022, the aggregate principal amounts of the Company’s investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $111.0 million and $9.4 million, respectively, which had a corresponding fair value of $24.1 million and $9.4 million, respectively. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of May 31, 2022, Saratoga CLO had investments with a principal balance of $647.3 million and a weighted average spread over LIBOR of 3.7% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of 2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. As of May 31, 2022, the present value of the projected future cash flows of the subordinated notes was approximately $31.1 million, using a 16.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $57.8 million, which consists of investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021; to date, the Company has since received distributions of $74.8 million, management fees of $29.4 million and incentive fees of $1.2 million.

As of February 28, 2022, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $28.7 million. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of February 28, 2022, the fair value of its investment in the Class F-R-3 Notes was $9.4 million. As of February 28, 2022, Saratoga CLO had investments with a principal balance of $660.2 million and a weighted average spread over LIBOR of 3.7% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of 2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. As of February 28, 2022, the present value of the projected future cash flows of the subordinated notes was approximately $27.9 million, using a 15.0% discount rate.

Below is certain financial information from the separate financial statements of Saratoga CLO as of May 31, 2022 (unaudited) and February 28, 2022 and for the three months ended May 31, 2022 (unaudited) and May 31, 2021 (unaudited).

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Assets and Liabilities

	May 31, 2022			February 28, 2022
	(unaudited)
ASSETS
Investments at fair value
Loans at fair value (amortized cost of $639,686,300 and $653,022,265, respectively)	$	600,926,629		$	638,929,660
Equities at fair value (amortized cost of $0 and $0, respectively)		-			33,690
Total investments at fair value (amortized cost of $639,686,300 and $653,022,265, respectively)		600,926,629			638,963,350
Cash and cash equivalents		8,708,940			6,171,793
Receivable from open trades		13,192,335			9,152,660
Interest receivable (net of reserve of $0 and $0, respectively)		2,291,057			2,062,856
Prepaid expenses and other assets		79,738			100,067
Total assets	$	625,198,699		$	656,450,726

LIABILITIES
Interest payable	$	2,299,914		$	1,659,776
Payable from open trades		10,680,082			18,794,627
Accrued base management fee		72,555			72,510
Accrued subordinated management fee		290,222			290,040
Accounts payable and accrued expenses		58,615			58,716
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
Class A-1-R-3 Senior Secured Floating Rate Notes		357,500,000			357,500,000
Class A-2-R-3 Senior Secured Floating Rate Notes		65,000,000			65,000,000
Class B-FL-R-3 Senior Secured Floating Rate Notes		60,500,000			60,500,000
Class B-FXD-R-3 Senior Secured Fixed Rate Notes		11,000,000			11,000,000
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes		26,000,000			26,000,000
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes		6,500,000			6,500,000
Class D-R-3 Deferrable Mezzanine Floating Rate Notes		39,000,000			39,000,000
Discount on Class D-R-3 Notes		(262,235	)		(268,301	)
Class E-R-3 Deferrable Mezzanine Floating Rate Notes		27,625,000			27,625,000
Discount on Class E-R-3 Notes		(2,724,326	)		(2,787,348	)
Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes		8,500,000			8,500,000
Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes		9,375,000			9,375,000
Deferred debt financing costs		(2,039,465	)		(2,086,928	)
Subordinated Notes		111,000,000			111,000,000
Discount on Subordinated Notes		(43,088,124	)		(44,084,883	)
Total liabilities	$	687,287,238		$	693,648,209

Commitments and contingencies

NET ASSETS
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively	$	250		$	250
Total distributable earnings (loss)		(62,088,789	)		(37,197,733	)
Total net assets		(62,088,539	)		(37,197,483	)
Total liabilities and net assets	$	625,198,699		$	656,450,726

See accompanying notes to financial statements.

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Operations

(unaudited)

	For the three months ended
	May 31, 2022			May 31, 2021
INVESTMENT INCOME
Total interest from investments		8,145,447			7,747,740
Interest from cash and cash equivalents		-			572
Other income		103,496			317,057
Total investment income		8,248,943			8,065,369

EXPENSES
Interest and debt financing expenses		7,532,364			4,836,177
Base management fee		163,193			163,646
Subordinated management fee		652,771			654,586
Professional fees		81,164			35,666
Trustee expenses		68,086			-
Other expense		38,089			59,783
Total expenses		8,535,667			5,749,858
NET INVESTMENT INCOME (LOSS)		(286,724	)		2,315,511

REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized gain (loss) from investments		77,657			(565,094	)
Net change in unrealized appreciation (depreciation) on investments		(24,681,988	)		(481,097	)
Net realized and unrealized gain (loss) on investments		(24,604,331	)		(1,046,191	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(24,891,055	)	$	1,269,320

See accompanying notes to financial statements.

Saratoga Investment Corp. CLO 2013-1, Ltd.

Schedule of Investments

May 31, 2022

(unaudited)

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
19TH HOLDINGS GOLF, LLC	Consumer goods: Durable	Term Loan	Loan	1M USD SOFR+	3.25	%		0.50	%		4.15	%	2/7/2029	$	500,000	$	497,675	$	470,000
ADMI Corp.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	4/30/2025		1,925,276		1,920,809		1,822,485
Adtalem Global Education Inc.	Services: Business	Term Loan B (02/21)	Loan	1M USD LIBOR+	4.50	%		0.75	%		5.43	%	8/11/2028		1,033,969		1,024,867		1,004,893
Aegis Sciences Corporation	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		6.90	%	5/9/2025		2,589,295		2,578,245		2,521,974
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (1/19)	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.56	%	1/4/2026		1,479,872		1,473,569		1,435,476
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (09/20)	Loan	1M USD LIBOR+	2.75	%		0.75	%		3.56	%	1/4/2026		285,714		283,708		276,429
AHEAD DB Holdings, LLC	Services: Business	Term Loan (04/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.76	%	10/18/2027		2,977,500		2,882,231		2,841,398
AI Convoy (Luxembourg) S.a.r.l.	Aerospace & Defense	Term Loan B (USD)	Loan	6M USD LIBOR+	3.50	%		1.00	%		5.05	%	1/18/2027		1,465,871		1,461,152		1,418,758
AIS HoldCo, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.00	%		6.24	%	8/15/2025		4,789,642		4,678,674		4,669,901
Alchemy Copyrights, LLC	Media: Diversified & Production	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.50	%		3.80	%	3/10/2028		492,516		489,734		477,740
Alchemy US Holdco 1, LLC	Metals & Mining	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.00	%		5.60	%	10/10/2025		1,654,803		1,641,577		1,616,197
AlixPartners, LLP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	2/4/2028		247,500		246,999		238,080
Alkermes, Inc.	Healthcare & Pharmaceuticals	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.00	%	3/12/2026		2,142,449		2,126,347		2,067,463
Allen Media, LLC	Media: Diversified & Production	Term Loan (7/21)	Loan	3M USD SOFR+	5.50	%		0.00	%		6.30	%	2/10/2027		4,428,156		4,398,416		4,187,928
Alliant Holdings Intermediate, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B4	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.37	%	11/5/2027		995,000		994,019		957,508
Allied Universal Holdco LLC	Services: Business	Term Loan 4/21	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	5/12/2028		1,990,000		1,980,933		1,878,063
Altisource Solutions S.a r.l.	Banking, Finance, Insurance & Real Estate	Term Loan B (03/18)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.01	%	4/3/2024		1,223,297		1,220,514		1,038,579
Altium Packaging LLC	Containers, Packaging & Glass	Term Loan (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.81	%	1/29/2028		495,000		492,916		464,374
American Greetings Corporation	Media: Advertising, Printing & Publishing	Term Loan	Loan	1M USD LIBOR+	4.50	%		1.00	%		5.56	%	4/6/2024		3,012,861		3,011,417		2,962,637
American Trailer World Corp	Automotive	Term Loan	Loan	1M USD SOFR+	3.50	%		0.75	%		4.63	%	3/3/2028		1,985,000		1,979,933		1,773,161

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost			Fair Value
AmeriLife Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.80	%	3/18/2027		1,971,412		1,962,517			1,886,799
AmWINS Group, LLC	Banking, Finance, Insurance & Real Estate	Term Loan 2/21	Loan	1M USD LIBOR+	2.25	%		0.75	%		3.31	%	2/17/2028		1,975,009		1,953,272			1,892,651
Anastasia Parent LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		4.76	%	8/11/2025		965,000		962,664			800,110
Anchor Glass Container Corporation	Containers, Packaging & Glass	Term Loan (07/17)	Loan	3M USD LIBOR+	2.75	%		1.00	%		3.75	%	12/7/2023		473,869		473,269			391,240
Anchor Packaging, LLC	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	4.00	%		0.00	%		5.06	%	7/18/2026		984,810		977,385			942,956
ANI Pharmaceuticals, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	6.00	%		0.75	%		7.06	%	11/19/2027		2,992,500		2,938,549			2,877,797
AP Core Holdings II LLC	High Tech Industries	Term Loan B1	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.56	%	9/1/2027		1,950,000		1,924,082			1,842,750
AP Core Holdings II LLC	High Tech Industries	Term Loan B2	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.56	%	9/1/2027		500,000		493,364			476,250
APi Group DE, Inc. (J2 Acquisition)	Services: Business	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	10/1/2026		1,928,237		1,920,979			1,879,221
APLP Holdings Limited Partnership	Energy: Electricity	Term Loan B (3/21)	Loan	3M USD LIBOR+	3.75	%		1.00	%		4.76	%	5/14/2027		623,805		618,576			606,650
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	5/15/2026		2,961,929		2,931,234			2,754,594
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1 (2/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.46	%	3/6/2028		990,000		981,591			920,700
AppLovin Corporation	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	8/15/2025		987,245		987,245			966,266
AppLovin Corporation	High Tech Industries	Term Loan (10/21)	Loan	1M USD LIBOR+	3.00	%		0.50	%		4.06	%	10/21/2028		1,496,250		1,492,919			1,451,363
Aramark Corporation	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	1/15/2027		2,331,250		2,271,606			2,244,807
Aramark Corporation	Services: Consumer	Term Loan B (4/21)	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	4/1/2028		1,753,715		1,746,266			1,708,785
ARC FALCON I INC.	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	9/23/2028		870,430		866,504			817,116
ARC FALCON I INC. (a)	Chemicals, Plastics, & Rubber	Delayed Draw Term Loan	Loan	N/A	1.00	%		0.50	%		1.00	%	9/29/2028		-		(578	)		(7,803	)
Arches Buyer Inc.	Services: Consumer	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.50	%		4.31	%	12/6/2027		1,484,848		1,475,790			1,393,902
Arctic Glacier U.S.A., Inc.	Beverage, Food & Tobacco	Term Loan (3/18)	Loan	3M USD LIBOR+	3.50	%		1.00	%		4.51	%	3/20/2024		3,350,967		3,342,566			2,884,613
Aretec Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.31	%	10/1/2025		1,931,174		1,926,851			1,850,064
ASP BLADE HOLDINGS, INC.	Capital Equipment	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.50	%		5.06	%	10/7/2028		99,765		99,314			94,590
Asplundh Tree Expert, LLC	Services: Business	Term Loan 2/21	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	9/7/2027		985,000		981,250			957,302

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
AssuredPartners Capital, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (2/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	2/12/2027		997,449		993,807		947,936
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Incremental Term Loan (7/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	2/12/2027		992,500		992,500		944,860
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.50	%		0.50	%		4.53	%	2/12/2027		500,000		498,884		476,250
ASTRO ONE ACQUISITION CORPORATION	Consumer goods: Durable	Term Loan	Loan	3M USD LIBOR+	5.50	%		0.75	%		6.51	%	9/15/2028		2,992,500		2,965,557		2,657,340
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B6	Loan	1M USD LIBOR+	3.13	%		0.00	%		4.18	%	11/3/2023		266,824		266,195		259,964
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B8	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	12/18/2026		2,987,548		2,977,414		2,820,993
ATHENAHEALTH GROUP INC.	Healthcare & Pharmaceuticals	Term Loan B (2/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		4.36	%	2/15/2029		1,282,609		1,276,706		1,221,685
ATHENAHEALTH GROUP INC. (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (02/22)	Loan	N/A	1.75	%		0.50	%		1.75	%	2/15/2029		-		-		(10,326	)
Avast Software S.R.O. (Sybil Finance)	High Tech Industries	Term Loan (Sybil Software)	Loan	3M USD LIBOR+	1.75	%		0.00	%		2.76	%	3/22/2028		1,900,000		1,895,949		1,858,447
Avaya, Inc.	Telecommunications	Term Loan B1	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.12	%	12/15/2027		1,755,766		1,747,878		1,300,514
Avaya, Inc.	Telecommunications	Term Loan B-2 (2/21)	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.87	%	12/15/2027		1,000,000		1,000,000		740,560
Avison Young (Canada) Inc	Services: Business	Term Loan	Loan	1M USD LIBOR+	5.75	%		0.00	%		6.81	%	1/31/2026		3,397,217		3,363,977		3,374,557
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.75	%		2.68	%	1/15/2025		1,000,000		908,241		965,830
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B5 (7/21)	Loan	1M USD LIBOR+	2.25	%		0.50	%		3.18	%	12/1/2027		493,750		489,804		476,316
AZURITY PHARMACEUTICALS, INC.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	6.00	%		0.75	%		7.06	%	9/20/2027		493,750		480,112		461,656
B&G Foods, Inc.	Beverage, Food & Tobacco	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	10/10/2026		706,458		702,014		681,294
B.C. Unlimited Liability Co (Burger King)	Beverage, Food & Tobacco	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	11/19/2026		1,466,250		1,436,896		1,408,524
BAKELITE UK INTERMEDIATE LTD.	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.00	%		0.50	%		4.50	%	2/1/2029		1,000,000		995,000		937,500
Baldwin Risk Partners, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.34	%	10/14/2027		1,235,663		1,223,441		1,187,781
Bausch & Lomb T/L	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	3.25	%		0.50	%		4.15	%	5/5/2027		-		155		-
Bausch Health Companies Inc.	Healthcare & Pharmaceuticals	Term Loan B (1/22)	Loan	1M USD SOFR+	5.25	%		0.50	%		6.14	%	2/1/2027		2,000,000		1,795,000		1,825,000

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Belfor Holdings Inc.	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	4/6/2026		247,456		247,273		240,032
Belfor Holdings Inc.	Services: Consumer	Term Loan B-2 (3/22)	Loan	1M USD SOFR+	4.25	%		0.50	%		5.28	%	4/6/2026		1,000,000		970,903		980,000
Belron Finance US LLC	Automotive	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.88	%	4/13/2028		1,980,000		1,963,157		1,931,490
Bengal Debt Merger Sub LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		4.00	%	1/24/2029		2,000,000		1,998,460		1,955,000
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	4/23/2026		987,342		981,727		949,082
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (6/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.81	%	4/23/2026		1,476,325		1,467,779		1,422,808
Blucora, Inc.	Services: Consumer	Term Loan (11/17)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.01	%	5/22/2024		2,441,367		2,436,766		2,392,539
Blue Tree Holdings, Inc.	Chemicals, Plastics, & Rubber	Term Loan (2/21)	Loan	3M USD LIBOR+	2.50	%		0.00	%		3.50	%	3/4/2028		990,000		987,965		950,400
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan (1/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		3.06	%	5/24/2027		1,466,299		1,458,278		1,397,017
Boxer Parent Company, Inc.	High Tech Industries	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	10/2/2025		521,333		521,333		499,504
Bracket Intermediate Holding Corp	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.25	%		0.00	%		5.22	%	9/5/2025		965,000		962,678		935,085
BrightSpring Health Services (Phoenix Guarantor)	Healthcare & Pharmaceuticals	Term Loan B-3	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.46	%	3/5/2026		990,000		990,000		953,578
BroadStreet Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B3	Loan	1M USD LIBOR+	3.00	%		0.00	%		4.06	%	1/22/2027		2,971,527		2,966,501		2,818,404
Brookfield WEC Holdings Inc.	Energy: Electricity	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.81	%	8/1/2025		1,473,807		1,475,784		1,406,822
Buckeye Partners, L.P.	Utilities: Oil & Gas	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.05	%	11/1/2026		1,965,113		1,953,829		1,904,941
BW Gas & Convenience Holdings LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	3/31/2028		2,481,250		2,460,142		2,382,000
Callaway Golf Company	Retail	Term Loan B	Loan	1M USD LIBOR+	4.50	%		0.00	%		5.56	%	1/4/2026		680,625		672,685		673,179
CareerBuilder, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	6.75	%		1.00	%		7.76	%	7/31/2023		5,393,388		5,272,206		3,651,755
CareStream Health, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	6M USD LIBOR+	6.75	%		1.00	%		7.75	%	5/8/2023		-		9,083		-
Casa Systems, Inc	Telecommunications	Term Loan	Loan	1M USD LIBOR+	4.00	%		1.00	%		5.06	%	12/20/2023		1,387,375		1,384,009		1,304,133
Castle US Holding Corporation	Media: Advertising, Printing & Publishing	Term Loan B (USD)	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	1/27/2027		1,975,943		1,965,275		1,753,650

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
CBI BUYER, INC.	Consumer goods: Durable	Term Loan	Loan	3M USD LIBOR+	3.25	%		0.50	%		4.26	%	1/6/2028		992,500		990,636		884,982
CCC Intelligent Solutions Inc.	Services: Business	Term Loan B	Loan	3M USD LIBOR+	2.25	%		0.50	%		3.26	%	9/16/2028		249,375		248,828		240,647
CCI Buyer, Inc	Telecommunications	Term Loan	Loan	3M USD SOFR+	4.00	%		0.75	%		4.75	%	12/17/2027		247,500		245,469		236,981
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.76	%	3/5/2028		990,000		985,726		944,628
CCS-CMGC Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%		0.00	%		7.07	%	9/25/2025		2,418,750		2,406,358		2,358,281
Cengage Learning, Inc.	Media: Advertising, Printing & Publishing	Term Loan B (6/21)	Loan	6M USD LIBOR+	4.75	%		1.00	%		5.75	%	7/14/2026		2,985,000		2,960,281		2,841,093
CENTURI GROUP, INC.	Construction & Building	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.56	%	8/27/2028		885,830		877,884		850,397
CenturyLink, Inc.	Telecommunications	Term Loan B (1/20)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	3/15/2027		3,919,874		3,914,794		3,674,882
Chemours Company, (The)	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	4/3/2025		913,004		880,469		880,884
Churchill Downs Incorporated	Hotel, Gaming & Leisure	Term Loan B1 (3/21)	Loan	1M USD LIBOR+	2.00	%		0.00	%		3.06	%	3/17/2028		495,000		493,964		472,314
CIMPRESS PUBLIC LIMITED COMPANY	Media: Advertising, Printing & Publishing	USD Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	5/17/2028		992,500		983,847		942,260
CITADEL SECURITIES LP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD SOFR+	2.50	%		0.00	%		3.65	%	2/2/2028		4,950,000		4,945,532		4,782,938
Clarios Global LP	Automotive	Term Loan B1	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	4/30/2026		1,267,812		1,259,924		1,215,717
Claros Mortgage Trust, Inc	Banking, Finance, Insurance & Real Estate	Term Loan B-1 (11/21)	Loan	1M USD SOFR+	4.50	%		0.50	%		5.39	%	8/9/2026		3,466,022		3,445,212		3,344,712
CLYDESDALE ACQUISITION HOLDINGS, INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD SOFR+	4.25	%		0.50	%		5.38	%	4/13/2029		1,500,000		1,463,084		1,425,000
Cole Haan	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	5.50	%		0.00	%		7.07	%	2/7/2025		912,500		907,512		732,281
Columbus McKinnon Corporation	Capital Equipment	Term Loan (4/21)	Loan	3M USD LIBOR+	2.75	%		0.50	%		3.81	%	5/14/2028		477,687		476,684		466,342
Conduent, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.50	%		5.31	%	10/16/2028		997,500		988,351		986,697
Connect Finco SARL	Telecommunications	Term Loan (1/21)	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.56	%	12/11/2026		2,940,000		2,822,180		2,815,050
Consolidated Communications, Inc.	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.56	%	10/2/2027		2,714,005		2,495,563		2,405,287
CORAL-US CO-BORROWER LLC	Telecommunications	Term Loan B-5	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.12	%	1/31/2028		4,000,000		3,987,396		3,857,000
Corelogic, Inc.	Services: Business	Term Loan (4/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	6/2/2028		2,487,500		2,476,537		2,276,063
Cortes NP Acquisition Corp (Vertiv)	Capital Equipment	Term Loan 2/21	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.55	%	3/2/2027		1,975,000		1,975,000		1,870,898
COWEN INC.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	6M USD LIBOR+	3.25	%		0.00	%		4.63	%	3/24/2028		3,957,462		3,935,528		3,764,536
CROCS INC	Consumer goods: Durable	Term Loan	Loan	6M USD SOFR+	3.50	%		0.50	%		4.45	%	2/20/2029		3,000,000		2,880,321		2,799,990

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Cross Financial Corp	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	6M USD LIBOR+	4.00	%		0.75	%		4.81	%	9/15/2027		496,250		495,764		478,469
Crown Subsea Communications Holding, Inc.	Construction & Building	Term Loan (4/21)	Loan	1M USD LIBOR+	4.75	%		0.75	%		5.55	%	4/27/2027		2,404,110		2,383,901		2,331,986
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B (03/17)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.12	%	7/15/2025		1,928,934		1,915,989		1,830,076
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.12	%	1/15/2026		483,750		483,173		457,144
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B-5	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.37	%	4/15/2027		488,750		488,750		459,425
CTS Midco, LLC	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	6.00	%		1.00	%		7.24	%	11/2/2027		1,975,000		1,927,236		1,866,375
Daseke Inc	Transportation: Cargo	Term Loan 2/21	Loan	1M USD LIBOR+	4.00	%		0.75	%		4.93	%	3/5/2028		1,485,000		1,478,801		1,410,750
DCert Buyer, Inc.	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.00	%		5.06	%	10/16/2026		1,481,108		1,481,108		1,442,851
Dealer Tire, LLC	Automotive	Term Loan B-1	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.31	%	12/12/2025		2,932,500		2,928,270		2,856,754
Delek US Holdings, Inc.	Utilities: Oil & Gas	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.27	%	3/31/2025		6,299,031		6,261,515		6,054,943
DexKo Global, Inc. (Dragon Merger)	Automotive	Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.76	%	10/4/2028		840,000		836,252		784,216
DexKo Global, Inc. (Dragon Merger)	Automotive	Delayed Draw Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.76	%	10/4/2028		160,000		160,000		149,374
Diamond Sports Group, LLC	Media: Broadcasting & Subscription	1st Priority Term Loan	Loan	1M USD SOFR+	8.00	%		1.00	%		9.00	%	5/25/2026		344,930		335,006		346,310
Diamond Sports Group, LLC	Media: Broadcasting & Subscription	Second Lien Term Loan	Loan	1M USD SOFR+	3.25	%		0.00	%		4.09	%	8/24/2026		3,400,447		2,977,892		1,019,284
DIRECTV FINANCING, LLC	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	5.00	%		0.75	%		6.06	%	8/2/2027		3,820,000		3,786,881		3,689,471
Dispatch Acquisition Holdings, LLC	Environmental Industries	Term Loan B (3/21)	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.26	%	3/25/2028		496,250		492,089		465,234
DOMTAR CORPORATION	Forest Products & Paper	Term Loan 9/21	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.34	%	11/30/2028		838,544		830,684		822,821
DRI HOLDING INC.	Media: Advertising, Printing & Publishing	Term Loan (12/21)	Loan	1M USD LIBOR+	5.25	%		0.50	%		6.31	%	12/15/2028		3,000,000		2,971,916		2,670,000
DRW Holdings, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	3/1/2028		6,435,000		6,392,510		6,180,303
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	8/21/2025		3,866,149		3,856,616		3,747,768
EAB Global, Inc.	Services: Business	Term Loan (08/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	8/16/2028		997,500		992,998		954,278
Echo Global Logistics, Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	11/23/2028		2,000,000		1,995,567		1,911,000
Edelman Financial Group Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.56	%	4/7/2028		2,205,211		2,197,882		2,115,437

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Electrical Components Inter., Inc.	Capital Equipment	Term Loan (6/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.31	%	6/26/2025		1,898,938		1,898,938		1,771,956
ELECTRON BIDCO INC.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.00	%		0.50	%		4.06	%	11/1/2028		500,000		497,725		481,500
ELO Touch Solutions, Inc.	Media: Diversified & Production	Term Loan (12/18)	Loan	1M USD LIBOR+	6.50	%		0.00	%		7.56	%	12/14/2025		2,216,935		2,149,539		2,172,597
Embecta Corp	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD SOFR+	3.00	%		0.50	%		3.65	%	3/30/2029		619,565		615,936		603,110
Endo Luxembourg Finance Company I S.a.r.l.	Healthcare & Pharmaceuticals	Term Loan (3/21)	Loan	1M USD LIBOR+	5.00	%		0.75	%		6.06	%	3/27/2028		2,341,198		2,333,356		1,816,137
Endure Digital, Inc.	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.50	%		0.75	%		4.25	%	2/10/2028		2,481,250		2,471,151		2,332,375
Enterprise Merger Sub Inc.	Healthcare & Pharmaceuticals	Term Loan B (06/18)	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	10/10/2025		4,837,500		4,833,031		1,871,871
Equiniti Group PLC	Services: Business	Term Loan B	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.20	%	12/11/2028		997,500		988,297		980,044
EyeCare Partners, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		4.76	%	2/18/2027		1,962,990		1,962,809		1,826,287
Finco I LLC	Banking, Finance, Insurance & Real Estate	Term Loan B (9/20)	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	6/27/2025		3,784,373		3,778,126		3,677,465
First Brands Group, LLC	Automotive	1st Lien Term Loan (3/21)	Loan	3M USD SOFR+	5.00	%		1.00	%		6.29	%	3/30/2027		4,950,000		4,882,008		4,733,438
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Refinancing Term Loan	Loan	3M USD LIBOR+	2.50	%		0.00	%		3.51	%	2/1/2027		5,187,015		5,172,281		4,954,430
First Student Bidco Inc.	Transportation: Consumer	Term Loan B	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.98	%	7/21/2028		728,566		723,885		684,590
First Student Bidco Inc.	Transportation: Consumer	Term Loan C	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.98	%	7/21/2028		269,608		267,875		253,334
Fitness International, LLC (LA Fitness)	Services: Consumer	Term Loan B (4/18)	Loan	3M USD LIBOR+	3.25	%		1.00	%		4.26	%	4/18/2025		1,330,058		1,326,038		1,178,551
FOCUS FINANCIAL PARTNERS, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (1/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		3.06	%	7/3/2024		493,590		493,241		480,273
Franchise Group, Inc.	Services: Consumer	First Out Term Loan	Loan	3M USD LIBOR+	4.75	%		0.75	%		5.50	%	3/10/2026		815,445		809,108		794,040
Franklin Square Holdings, L.P.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	8/1/2025		4,342,484		4,325,024		4,179,641
Froneri International (R&R Ice Cream)	Beverage, Food & Tobacco	Term Loan B-2	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	1/29/2027		1,965,000		1,961,840		1,881,488
Garrett LX III S.a r.l.	Automotive	Dollar Term Loan	Loan	3M USD LIBOR+	3.25	%		0.50	%		4.49	%	4/30/2028		1,492,500		1,486,138		1,406,681
Gemini HDPE LLC	Chemicals, Plastics, & Rubber	Term Loan B (12/20)	Loan	3M USD LIBOR+	3.00	%		0.50	%		4.24	%	12/31/2027		2,367,296		2,351,709		2,305,652
General Nutrition Centers, Inc.	Retail	Second Lien Term Loan	Loan	1M USD LIBOR+	6.00	%		0.00	%		6.87	%	10/7/2026		367,030		367,030		336,445
Genesee & Wyoming, Inc.	Transportation: Cargo	Term Loan (11/19)	Loan	3M USD LIBOR+	2.00	%		0.00	%		3.01	%	12/30/2026		1,470,000		1,465,169		1,433,618

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
GEO Group, Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan Refinance	Loan	1M USD LIBOR+	2.00	%		0.75	%		2.75	%	3/22/2024		-		191,515		-
GGP Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	2.50	%		0.00	%		3.63	%	8/27/2025		3,116,200		2,672,664		2,977,280
Global Business Travel (GBT) III Inc.	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	8/13/2025		4,342,500		4,341,943		4,067,489
Global Tel*Link Corporation	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.31	%	11/29/2025		4,935,901		4,757,245		4,641,277
Go Daddy Operating Company, LLC	High Tech Industries	Term Loan 2/21	Loan	1M USD LIBOR+	2.00	%		0.00	%		3.06	%	8/10/2027		1,974,874		1,974,874		1,927,142
GOLDEN WEST PACKAGING GROUP LLC	Forest Products & Paper	Term Loan (11/21)	Loan	1M USD LIBOR+	5.25	%		0.75	%		6.31	%	12/1/2027		2,000,000		1,981,697		1,920,000
Graham Packaging Co Inc	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD LIBOR+	3.00	%		0.75	%		4.06	%	8/7/2027		969,864		964,373		918,403
Great Outdoors Group, LLC	Retail	Term Loan B2	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.81	%	3/6/2028		987,538		983,235		935,198
Greenhill & Co., Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	4/12/2024		2,844,231		2,830,909		2,806,317
Griffon Corporation	Consumer goods: Durable	Term Loan B	Loan	1M USD SOFR+	2.75	%		0.50	%		3.67	%	1/24/2029		250,000		249,421		240,938
Grosvenor Capital Management Holdings, LLLP	Banking, Finance, Insurance & Real Estate	Amendment 5 Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.56	%	2/24/2028		3,860,991		3,858,037		3,758,443
Harbor Freight Tools USA, Inc.	Retail	Term Loan B (06/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.81	%	10/19/2027		3,464,824		3,444,560		3,195,018
Harland Clarke Holdings Corp.	Media: Advertising, Printing & Publishing	Term Loan (08/21)	Loan	3M USD LIBOR+	7.75	%		1.00	%		8.76	%	6/16/2026		1,242,039		1,240,375		975,000
Helix Gen Funding, LLc	Energy: Electricity	Term Loan B (02/17)	Loan	1M USD LIBOR+	3.75	%		1.00	%		4.81	%	6/3/2024		219,254		219,183		204,952
Hillman Group Inc. (The) (New)	Consumer goods: Durable	Term Loan B-1 (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.71	%	7/14/2028		3,505,591		3,498,332		3,333,221
Hillman Group Inc. (The) (New) (a)	Consumer goods: Durable	Delayed Draw Term Loan (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.71	%	7/14/2028		776,371		67,173		25,696
HLF Financing SARL (Herbalife)	Consumer goods: Non-durable	Term Loan B (08/18)	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	8/18/2025		3,540,000		3,532,098		3,364,097
Holley Purchaser, Inc	Automotive	Term Loan (11/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		5.21	%	11/17/2028		2,132,143		2,122,638		2,042,422
Holley Purchaser, Inc	Automotive	Delayed Draw Term Loan	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.58	%	11/17/2028		203,036		203,036		194,492
Howden Group Holdings	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		4.31	%	11/12/2027		2,168,662		2,159,297		2,078,901
Hudson River Trading LLC	Banking, Finance, Insurance & Real Estate	Term Loan (3/21)	Loan	1M USD SOFR+	3.00	%		0.00	%		4.15	%	3/17/2028		5,940,000		5,889,766		5,652,920
Idera, Inc.	High Tech Industries	Term Loan (02/21)	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.52	%	3/2/2028		4,847,837		4,837,862		4,647,864
IMA Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	11/1/2028		1,995,000		1,985,976		1,907,719
INDY US BIDCO, LLC	Services: Business	Term Loan (11/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.81	%	3/6/2028		2,232,531		2,232,285		2,159,974

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
INEOS US PETROCHEM LLC	Chemicals, Plastics, & Rubber	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.81	%	1/29/2026		992,500		988,964		961,484
Informatica Inc.	High Tech Industries	Term Loan B (10/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	10/27/2028		500,000		499,475		484,165
Ingram Micro Inc.	High Tech Industries	Term Loan	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.51	%	6/30/2028		1,488,750		1,475,493		1,460,836
Inmar Acquisition Sub, Inc.	Services: Business	Term Loan B	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.01	%	5/1/2024		3,377,265		3,339,727		3,253,016
Innophos, Inc.	Chemicals, Plastics, & Rubber	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	2/4/2027		490,000		488,325		480,813
INSTANT BRANDS HOLDINGS INC.	Consumer goods: Durable	Term Loan 4/21	Loan	6M USD LIBOR+	5.00	%		0.75	%		7.08	%	4/7/2028		4,282,942		4,262,545		3,879,617
INSTRUCTURE HOLDINGS, INC.	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	2.75	%		0.50	%		3.27	%	10/30/2028		500,000		498,875		486,250
Isagenix International, LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD LIBOR+	5.75	%		1.00	%		6.75	%	6/14/2025		2,378,794		2,355,030		1,395,853
Ivory Merger Sub, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.43	%	3/14/2025		2,949,539		2,933,008		2,777,492
J Jill Group, Inc	Retail	Priming Term Loan	Loan	3M USD LIBOR+	5.00	%		1.00	%		6.00	%	5/8/2024		1,569,605		1,568,865		1,466,011
Jane Street Group	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	1/31/2028		3,950,000		3,945,053		3,821,625
Journey Personal Care Corp.	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.26	%	3/1/2028		992,500		988,224		823,775
JP Intermediate B, LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		6.74	%	11/15/2025		4,086,554		4,060,849		3,323,226
Klockner-Pentaplast of America, Inc.	Containers, Packaging & Glass	Term Loan (1/21) (USD)	Loan	6M USD LIBOR+	4.75	%		0.50	%		5.55	%	2/12/2026		1,485,000		1,479,368		1,315,458
Kodiak BP, LLC	Construction & Building	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.75	%		4.31	%	3/13/2028		495,000		493,576		459,939
KREF Holdings X LLC	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.38	%	9/1/2027		495,009		485,332		485,109
Lakeland Tours, LLC	Hotel, Gaming & Leisure	Third Out PIK Term Loan	Loan	3M USD LIBOR+	1.50	%		1.25	%		2.75	%	9/25/2025		828,458		563,842		745,613
Lakeland Tours, LLC	Hotel, Gaming & Leisure	Holdco Fixed Term Loan	Loan	Fixed	0.00	%		0.00	%		13.25	%	9/27/2027		928,253		297,446		631,212

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Lealand Finance Company B.V.	Energy: Oil & Gas	Exit Term Loan	Loan	1M USD LIBOR+	1.00	%		0.00	%		2.06	%	6/30/2025		337,326		337,326		167,819
Learfield Communications, Inc	Media: Advertising, Printing & Publishing	Initial Term Loan (A-L Parent)	Loan	1M USD LIBOR+	3.25	%		1.00	%		4.31	%	12/1/2023		473,750		473,248		443,994
Lifetime Brands, Inc	Consumer goods: Non-durable	Term Loan B	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.56	%	2/28/2025		2,616,496		2,597,391		2,556,525
LIGHTSTONE HOLDCO LLC	Energy: Electricity	Term Loan	Loan	3M USD SOFR+	5.75	%		1.00	%		7.02	%	2/1/2027		1,242,048		1,241,321		1,127,159
LIGHTSTONE HOLDCO LLC	Energy: Electricity	Term Loan	Loan	3M USD SOFR+	5.75	%		1.00	%		7.02	%	2/1/2027		70,053		70,014		63,574
Liquid Tech Solutions Holdings, LLC	Services: Business	Term Loan	Loan	12M USD LIBOR+	4.75	%		0.00	%		5.75	%	3/17/2028		992,500		989,269		977,613
LogMeIn, Inc.	High Tech Industries	Term Loan (8/20)	Loan	1M USD LIBOR+	4.75	%		0.00	%		5.68	%	8/31/2027		3,950,000		3,890,732		3,397,000
LOYALTY VENTURES INC.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.50	%		0.50	%		5.56	%	11/3/2027		3,277,513		3,259,370		3,048,087
LPL Holdings, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.55	%	11/11/2026		1,217,195		1,215,295		1,186,765
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	3.50	%		0.50	%		4.65	%	10/16/2028		250,000		248,900		238,438
LSF9 Atlantis Holdings, LLC (A Wireless)	Retail	Term Loan B	Loan	3M USD SOFR+	7.25	%		0.75	%		8.00	%	3/29/2029		3,000,000		2,901,311		2,735,010
MA FinanceCo LLC	High Tech Industries	Term Loan B4	Loan	3M USD LIBOR+	4.25	%		1.00	%		5.25	%	6/5/2025		2,396,175		2,390,447		2,264,386
MAGNITE, INC.	Services: Business	Term Loan	Loan	6M USD LIBOR+	5.00	%		0.75	%		5.81	%	4/28/2028		1,985,000		1,942,739		1,915,525
Marriott Ownership Resorts, Inc.	Hotel, Gaming & Leisure	Term Loan (11/19)	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	8/29/2025		1,317,074		1,317,074		1,275,639
Match Group, Inc, The	Services: Consumer	Term Loan (1/20)	Loan	3M USD LIBOR+	1.75	%		0.00	%		3.19	%	2/15/2027		250,000		249,606		240,000
Mayfield Agency Borrower Inc. (FeeCo)	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.50	%		0.00	%		5.56	%	2/28/2025		3,383,286		3,362,463		3,302,933
McGraw-Hill Education, Inc.	Media: Advertising, Printing & Publishing	Term Loan (07/21)	Loan	1M USD LIBOR+	4.75	%		0.50	%		5.81	%	7/28/2028		1,990,000		1,971,837		1,887,177
MedAssets Software Inter Hldg, Inc.	High Tech Industries	Term Loan (11/21) (USD)	Loan	6M USD LIBOR+	4.00	%		0.50	%		4.50	%	12/18/2028		500,000		494,646		479,375
Mermaid Bidco Inc.	High Tech Industries	Term Loan B2	Loan	3M USD LIBOR+	3.50	%		0.75	%		4.79	%	12/22/2027		991,259		988,348		944,175
Messer Industries, LLC	Chemicals, Plastics, & Rubber	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.00	%		3.51	%	3/1/2026		3,371,438		3,357,414		3,247,538
Michaels Companies Inc	Retail	Term Loan B (Magic Mergeco)	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.26	%	4/8/2028		2,486,237		2,468,938		2,133,117
Milk Specialties Company	Beverage, Food & Tobacco	Term Loan (6/21)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.01	%	8/15/2025		3,792,008		3,766,790		3,728,492
MJH Healthcare Holdings, LLC	Healthcare & Pharmaceuticals	Term Loan B (01/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		4.46	%	1/28/2029		250,000		248,853		237,500
MKS Instruments, Inc.	High Tech Industries	Term Loan B6	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	2/2/2026		866,167		861,350		847,224

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
MRC Global Inc.	Metals & Mining	Term Loan B2	Loan	1M USD LIBOR+	3.00	%		0.00	%		4.06	%	9/20/2024		351,484		351,187		341,818
MW Industries, Inc. (Helix Acquisition Holdings)	Capital Equipment	Term Loan (2019 Incremental)	Loan	3M USD LIBOR+	3.75	%		0.00	%		4.76	%	9/30/2024		2,842,097		2,815,833		2,746,177
NAB Holdings, LLC (North American Bancard)	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	3M USD SOFR+	3.00	%		0.50	%		3.80	%	11/23/2028		2,992,500		2,985,727		2,838,596
Natgasoline LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	11/14/2025		3,463,328		3,441,177		3,376,745
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan 2/21	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.76	%	3/2/2028		2,756,929		2,747,321		2,460,559
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan C 2/21	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.76	%	3/2/2028		87,464		87,101		78,061
Neenah, Inc.	Forest Products & Paper	Term Loan B (03/21)	Loan	1M USD LIBOR+	3.00	%		0.50	%		4.06	%	4/6/2028		1,985,000		1,976,517		1,949,647
NEW ERA CAP, LLC	Consumer goods: Durable	Term Loan (01/22)	Loan	6M USD LIBOR+	6.00	%		0.75	%		6.75	%	7/13/2027		3,769,521		3,768,472		3,694,131
Nexstar Broadcasting, Inc. (Mission Broadcasting)	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.30	%	9/18/2026		1,113,795		1,103,855		1,092,633
Next Level Apparel, Inc.	Retail	Term Loan	Loan	3M USD WIBOR+	5.50	%		1.00	%		6.54	%	8/9/2024		1,712,840		1,705,670		1,678,584
NM Z Parent Inc (Zep Inc)	Chemicals, Plastics, & Rubber	Term Loan	Loan	12M USD LIBOR+	4.00	%		1.00	%		5.00	%	8/9/2024		-		2,860		-
NorthPole Newco S.a.r.l (b)	Aerospace & Defense	Term Loan	Loan	Prime+	7.00	%		0.00	%		11.00	%	3/3/2025		5,348,887		5,051,888		340,992
NortonLifeLock Inc.	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	2.00	%		0.50	%		2.50	%	1/28/2029		1,500,000		1,492,500		1,447,500
Novae LLC	Automotive	Term Loan B	Loan	1M USD SOFR+	5.00	%		0.75	%		5.87	%	12/22/2028		1,555,556		1,540,962		1,505,000
Novae LLC	Automotive	Delayed Draw Term Loan	Loan	1M USD SOFR+	5.00	%		0.75	%		5.87	%	12/22/2028		444,444		444,444		430,000
Nuvei Technologies Corp.	High Tech Industries	US Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.56	%	9/29/2025		2,233,125		2,229,045		2,166,131
Olaplex, Inc.	Consumer goods: Non-durable	Term Loan (2/22)	Loan	3M USD SOFR+	3.75	%		0.50	%		4.80	%	2/23/2029		1,000,000		997,730		967,500
Organon & Co.	Healthcare & Pharmaceuticals	Term Loan USD	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.56	%	6/2/2028		2,410,417		2,400,136		2,347,649
Pacific Gas and Electric Company	Utilities: Electric	Term Loan	Loan	1M USD LIBOR+	3.00	%		0.50	%		4.06	%	6/18/2025		1,476,212		1,470,887		1,427,778
PACTIV EVERGREEN GROUP HOLDINGS INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.56	%	9/20/2028		995,000		990,570		947,121
Padagis LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.75	%		0.50	%		5.72	%	7/6/2028		941,176		932,844		907,059
Panther Guarantor II, L.P. (Forcepoint)	High Tech Industries	Term Loan 1/21	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.74	%	1/7/2028		496,250		493,272		476,152
Pathway Partners Vet Management Company LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		4.21	%	3/30/2027		490,232		481,809		467,049
PCI Gaming Authority	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	5/29/2026		809,038		806,545		786,790
PEARLS (Netherlands) Bidco B.V.	Chemicals, Plastics, & Rubber	USD Term Loan (02/22)	Loan	6M USD SOFR+	4.00	%		0.50	%		4.67	%	2/28/2029		1,000,000		997,584		955,830
PECF USS INTERMEDIATE HOLDING III CORPORATION	Environmental Industries	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.50	%		5.31	%	12/15/2028		99,750		99,548		93,812

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC	Healthcare & Pharmaceuticals	Term Loan (12/22)	Loan	6M USD LIBOR+	3.25	%		0.50	%		5.08	%	12/29/2028		1,302,632		1,296,533		1,239,128
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (12/21)	Loan	6M USD LIBOR+	3.25	%		0.00	%		4.92	%	12/29/2028		69,079		69,079		59,457
Penn National Gaming, Inc	Hotel, Gaming & Leisure	Term Loan B	Loan	1M USD SOFR+	2.75	%		0.50	%		3.78	%	5/3/2029		1,000,000		995,012		980,310
Peraton Corp.	Aerospace & Defense	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.81	%	2/1/2028		5,347,837		5,327,869		5,175,369
PHYSICIAN PARTNERS, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	4.00	%		0.50	%		5.13	%	12/23/2028		2,000,000		1,981,110		1,903,340
Ping Identity Corporation	High Tech Industries	Term Loan B (11/21)	Loan	1M USD SOFR+	3.75	%		0.50	%		4.88	%	11/22/2028		1,000,000		995,353		972,500
Pitney Bowes Inc	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.00	%		0.00	%		5.06	%	3/17/2028		3,970,000		3,941,783		3,771,500
Plastipak Holdings Inc.	Containers, Packaging & Glass	Term Loan B (11/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.31	%	12/1/2028		1,936,176		1,927,213		1,869,011
Playtika Holding Corp.	High Tech Industries	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.81	%	3/13/2028		4,455,000		4,446,544		4,261,965
PMHC II, INC.	Chemicals, Plastics, & Rubber	Term Loan (02/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		5.29	%	4/21/2029		2,000,000		1,990,239		1,782,140
PointClickCare Technologies, Inc.	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.00	%		0.75	%		3.75	%	12/29/2027		495,000		493,048		473,963
Polymer Process Holdings, Inc.	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	4.75	%		0.75	%		5.81	%	2/12/2028		5,445,000		5,393,441		5,063,850
Pre-Paid Legal Services, Inc.	Services: Consumer	Term Loan (12/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	12/15/2028		3,000,000		2,976,390		2,883,750
Presidio, Inc.	Services: Business	Term Loan B (1/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	1/22/2027		491,250		490,551		475,692
Prime Security Services Borrower, LLC (ADT)	Services: Consumer	Term Loan (1/21)	Loan	12M USD LIBOR+	2.75	%		0.75	%		3.50	%	9/23/2026		3,547,342		3,546,975		3,453,586
PRIORITY HOLDINGS, LLC	Services: Consumer	Term Loan	Loan	3M USD LIBOR+	5.75	%		1.00	%		7.32	%	4/27/2027		2,977,500		2,951,315		2,921,672
PriSo Acquisition Corporation	Construction & Building	Term Loan (01/21)	Loan	3M USD LIBOR+	3.25	%		0.75	%		4.22	%	12/28/2027		494,998		492,939		453,982
Project Leopard Holdings Inc	High Tech Industries	Term Loan	Loan	6M USD LIBOR+	4.50	%		1.00	%		5.50	%	7/5/2024		493,750		493,167		488,566
Prometric Inc. (Sarbacane Bidco)	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	3.00	%		1.00	%		4.06	%	1/29/2025		480,150		479,222		455,245
PUG LLC	Services: Consumer	Term Loan B (02/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	2/12/2027		483,838		482,163		458,436
QUEST BORROWER LIMITED	High Tech Industries	Term Loan (1/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		5.47	%	2/1/2029		2,000,000		1,981,173		1,843,340
Rackspace Technology Global, Inc.	High Tech Industries	Term Loan (1/21)	Loan	3M USD LIBOR+	2.75	%		0.75	%		3.50	%	2/15/2028		1,995,000		1,968,750		1,897,744
RealPage, Inc.	High Tech Industries	Term Loan (04/21)	Loan	1M USD LIBOR+	3.25	%		0.50	%		4.31	%	4/24/2028		995,000		992,993		952,603
Renaissance Learning, Inc.	Services: Consumer	Term Loan (5/18)	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	5/30/2025		2,961,449		2,940,104		2,851,638
Rent-A-Center, Inc.	Retail	Term Loan B2 (9/21)	Loan	1M USD LIBOR+	3.25	%		0.50	%		4.31	%	2/17/2028		991,241		989,305		925,878
Research Now Group, Inc	Media: Advertising, Printing & Publishing	Term Loan	Loan	6M USD LIBOR+	5.50	%		1.00	%		6.50	%	12/20/2024		4,332,068		4,263,172		4,065,645

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Resideo Funding Inc.	Services: Consumer	Term Loan (1/21)	Loan	2M USD LIBOR+	2.25	%		0.50	%		3.36	%	2/11/2028		1,485,000		1,482,733		1,443,242
Resolute Investment Managers (American Beacon), Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	3M USD LIBOR+	4.25	%		1.00	%		5.26	%	4/30/2024		3,073,181		3,067,499		2,911,839
Restoration Hardware, Inc.	Retail	Term Loan (9/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.56	%	10/20/2028		3,488,734		3,481,525		3,192,192
Reynolds Consumer Products LLC	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	1/29/2027		1,288,182		1,287,280		1,251,958
Reynolds Group Holdings Inc.	Metals & Mining	Term Loan B2	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	2/5/2026		3,456,250		3,441,637		3,285,304
Robertshaw US Holding Corp.	Consumer goods: Durable	Term Loan B	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.56	%	2/28/2025		960,000		959,144		777,600
Rocket Software, Inc.	High Tech Industries	Term Loan (11/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		5.31	%	11/28/2025		2,897,722		2,890,966		2,789,579
Russell Investments US Inst’l Holdco, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	6M USD LIBOR+	3.50	%		1.00	%		5.00	%	6/2/2025		5,592,385		5,558,475		5,277,813
RV Retailer LLC	Automotive	Term Loan	Loan	3M USD SOFR+	3.75	%		0.75	%		5.17	%	2/8/2028		2,980,037		2,929,738		2,654,707
Ryan Specialty Group LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.00	%		0.75	%		4.13	%	9/1/2027		1,489,968		1,476,874		1,458,768
S&S HOLDINGS LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.50	%		5.80	%	3/10/2028		2,477,487		2,423,161		2,351,136
Sally Holdings LLC	Retail	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	7/5/2024		745,909		744,577		726,329
Samsonite International S.A.	Consumer goods: Non-durable	Term Loan B2	Loan	1M USD LIBOR+	3.00	%		0.75	%		4.06	%	4/25/2025		934,981		917,510		910,437
Schweitzer-Mauduit International, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.81	%	4/20/2028		2,977,500		2,962,885		2,873,288
Scientific Games Holdings LP	Hotel, Gaming & Leisure	Term Loan B	Loan	3M USD SOFR+	3.50	%		0.50	%		4.18	%	4/4/2029		500,000		498,804		478,930
SETANTA AIRCRAFT LEASING DAC	Aerospace & Defense	Term Loan	Loan	3M USD LIBOR+	2.00	%		0.00	%		3.01	%	11/2/2028		1,000,000		997,767		969,750
Signify Health, LLC	Healthcare & Pharmaceuticals	Term Loan B (6/21)	Loan	3M USD LIBOR+	3.25	%		0.50	%		4.26	%	6/16/2028		497,500		495,314		476,356
Sitel Worldwide Corporation	Services: Business	USD Term Loan (7/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	8/28/2028		1,990,000		1,981,141		1,935,275
SiteOne Landscape Supply, LLC	Services: Business	Term Loan (3/21)	Loan	1M USD LIBOR+	2.00	%		0.50	%		3.06	%	3/18/2028		783,790		782,151		770,724
SMG US Midco 2, Inc.	Services: Business	Term Loan (01/20)	Loan	1M USD LIBOR+	2.50	%		0.00	%		3.56	%	1/23/2025		488,750		488,750		467,367
Sotheby’s	Services: Business	Term Loan (7/21)	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.54	%	1/15/2027		3,248,290		3,201,631		3,148,145
Sparta U.S. HoldCo LLC	Chemicals, Plastics, & Rubber	Term Loan (04/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.30	%	8/2/2028		1,995,000		1,986,227		1,935,150
Specialty Pharma III Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	4.25	%		0.75	%		5.01	%	3/31/2028		1,990,000		1,973,128		1,900,450
Spectrum Brands, Inc.	Consumer goods: Durable	Term Loan (2/21)	Loan	1M USD LIBOR+	2.00	%		0.50	%		3.06	%	3/3/2028		495,000		493,985		478,086
Spin Holdco, Inc.	Services: Consumer	Term Loan 3/21	Loan	3M USD LIBOR+	4.00	%		0.75	%		4.75	%	3/4/2028		2,970,000		2,955,317		2,825,747
SRAM, LLC	Consumer goods: Durable	Term Loan (05/21)	Loan	6M USD LIBOR+	2.75	%		0.50	%		3.25	%	5/12/2028		3,436,364		3,431,556		3,303,205

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
SS&C Technologies, Inc.	Services: Business	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	4/16/2025		189,651		189,447		184,081
SS&C Technologies, Inc.	Services: Business	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	4/16/2025		153,954		153,791		149,433
SS&C Technologies, Inc.	Services: Business	Term Loan B-5	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.81	%	4/16/2025		476,310		475,764		462,392
STANDARD INDUSTRIES INC.	Construction & Building	Term Loan B	Loan	6M USD LIBOR+	2.50	%		0.50	%		3.79	%	9/22/2028		637,750		631,998		622,514
Staples, Inc.	Wholesale	Term Loan (03/19)	Loan	3M USD LIBOR+	5.00	%		0.00	%		6.29	%	4/16/2026		4,375,186		4,261,365		3,983,257
Stars Group Inc. (The)	Hotel, Gaming & Leisure	Term Loan	Loan	3M USD LIBOR+	2.25	%		0.00	%		3.26	%	7/21/2026		1,990,000		1,986,246		1,940,608
Storable, Inc	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.50	%		0.50	%		4.53	%	4/17/2028		498,750		497,762		477,139
Superannuation & Investments US LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	12/1/2028		997,500		988,251		958,598
Sylvamo Corporation	Forest Products & Paper	Term Loan	Loan	1M USD LIBOR+	4.50	%		0.50	%		5.56	%	8/18/2028		946,667		938,084		904,067
Syncsort Incorporated	High Tech Industries	Term Loan B (10/21)	Loan	3M USD LIBOR+	4.00	%		0.75	%		5.18	%	4/24/2028		2,488,747		2,487,629		2,370,531
Ta TT Buyer LLC	Media: Broadcasting & Subscription	Term Loan 3/22	Loan	3M USD SOFR+	5.25	%		0.50	%		5.88	%	4/2/2029		1,000,000		990,084		975,000
Tenable Holdings, Inc.	Services: Business	Term Loan B (6/21)	Loan	6M USD LIBOR+	2.75	%		0.50	%		3.27	%	7/7/2028		997,500		995,283		957,600
Teneo Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	5.25	%		1.00	%		6.31	%	7/15/2025		4,417,195		4,349,760		4,233,131
Tenneco Inc	Capital Equipment	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.00	%		4.06	%	10/1/2025		1,451,250		1,444,159		1,377,788
Ten-X, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%		1.00	%		5.06	%	9/27/2024		1,915,000		1,913,605		1,790,525
The Dun & Bradstreet Corporation	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.27	%	2/6/2026		997,475		996,275		965,805
The Dun & Bradstreet Corporation	Services: Business	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.00	%		4.23	%	1/18/2029		250,000		248,238		241,875
THE KNOT WORLDWIDE INC.	Services: Consumer	Term Loan (1/22)	Loan	1M USD SOFR+	4.50	%		0.00	%		5.63	%	12/19/2025		4,869,796		4,864,098		4,760,226
Thor Industries, Inc.	Automotive	USD Term Loan (3/21)	Loan	1M USD LIBOR+	3.00	%		0.00	%		4.06	%	2/1/2026		2,249,532		2,213,935		2,203,147
Tosca Services, LLC	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.56	%	8/18/2027		493,750		488,127		466,594
Trans Union LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.50	%		3.31	%	12/1/2028		868,468		866,495		845,670
Transdigm, Inc.	Aerospace & Defense	Term Loan G (02/20)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	8/22/2024		4,013,901		4,015,755		3,915,360
Travel Leaders Group, LLC	Hotel, Gaming & Leisure	Term Loan B (08/18)	Loan	1M USD LIBOR+	4.00	%		0.00	%		5.06	%	1/25/2024		2,406,250		2,405,629		2,156,602
TRITON WATER HOLDINGS, INC.	Beverage, Food & Tobacco	Term Loan (03/21)	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.51	%	3/31/2028		1,488,751		1,482,482		1,371,824
Tronox Finance LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	3/10/2028		346,923		346,204		335,214
TruGreen Limited Partnership	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.75	%		5.06	%	10/29/2027		961,806		955,685		923,333

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Uber Technologies, Inc.	Transportation: Consumer	Term Loan B (2/21)	Loan	3M USD LIBOR+	3.50	%		0.00	%		5.07	%	2/25/2027		3,937,527		3,901,174		3,817,983
Ultra Clean Holdings, Inc.	High Tech Industries	Incremental Term Loan 3/21	Loan	1M USD LIBOR+	3.75	%		0.00	%		4.51	%	8/27/2025		877,955		874,681		863,688
Unimin Corporation	Metals & Mining	Term Loan (12/20)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	7/31/2026		496,815		472,747		475,079
United Natural Foods, Inc	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		4.31	%	10/22/2025		1,540,259		1,484,910		1,504,649
United Road Services Inc.	Transportation: Cargo	Term Loan (10/17)	Loan	6M USD LIBOR+	5.75	%		1.00	%		7.32	%	9/1/2024		912,927		908,180		647,183
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		4.31	%	3/15/2026		2,465,278		2,459,054		2,388,238
Utz Quality Foods, LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.00	%		4.06	%	1/20/2028		1,842,457		1,840,030		1,762,771
Vaco Holdings, LLC	Services: Business	Term Loan (01/22)	Loan	1M USD SOFR+	5.00	%		0.75	%		5.80	%	1/19/2029		249,375		248,243		241,477
Verifone Systems, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (7/18)	Loan	3M USD LIBOR+	4.00	%		0.00	%		5.52	%	8/20/2025		1,378,747		1,374,159		1,223,638
Vertex Aerospace Services Corp	Aerospace & Defense	Term Loan (10/21)	Loan	1M USD LIBOR+	4.00	%		0.75	%		5.06	%	12/6/2028		1,000,000		995,418		970,499
VFH Parent LLC	Banking, Finance, Insurance & Real Estate	Term Loan (01/22)	Loan	1M USD SOFR+	3.00	%		0.50	%		3.88	%	1/12/2029		3,100,888		3,092,966		2,984,604
Virtus Investment Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (9/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.05	%	9/28/2028		2,985,000		2,976,012		2,876,793
Vistra Energy Corp	Utilities: Electric	2018 Incremental Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		2.64	%	12/31/2025		904,636		904,207		878,111
Vizient, Inc	Healthcare & Pharmaceuticals	Term Loan 4/22	Loan	1M USD SOFR+	2.25	%		0.50	%		3.13	%	4/28/2029		500,000		494,999		497,969
VM Consolidated, Inc.	Construction & Building	Term Loan B (3/21)	Loan	6M USD LIBOR+	3.25	%		0.00	%		3.60	%	3/19/2028		2,333,435		2,330,474		2,269,264
Vouvray US Finance LLC	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.00	%		1.00	%		4.06	%	3/11/2024		475,000		474,999		382,255

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan G	Loan	1M USD LIBOR+	2.13	%		0.00	%		3.18	%	1/20/2028		1,250,000		1,249,776		1,212,762
Wastequip, LLC (HPCC Merger/Patriot Container)	Environmental Industries	Term Loan (3/18)	Loan	1M USD LIBOR+	3.75	%		1.00	%		4.75	%	3/15/2025		488,550		487,437		437,099
Watlow Electric Manufacturing Company	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.81	%	3/2/2028		2,475,000		2,464,334		2,374,464
West Corporation	Telecommunications	Term Loan B (Olympus Merger)	Loan	1M USD LIBOR+	4.00	%		1.00	%		5.06	%	10/10/2024		1,066,719		1,032,279		953,016
West Corporation	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.56	%	10/10/2024		2,552,943		2,519,949		2,265,737
WEX Inc.	Services: Business	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		3.31	%	3/31/2028		2,977,481		2,966,791		2,890,628
WildBrain Ltd.	Media: Diversified & Production	Term Loan	Loan	1M USD LIBOR+	4.25	%		0.75	%		5.31	%	3/27/2028		1,980,000		1,946,129		1,894,207
WP CITYMD BIDCO LLC	Services: Consumer	Term Loan B	Loan	6M USD LIBOR+	3.25	%		0.50	%		3.75	%	12/22/2028		7,424,013		7,400,283		7,156,748
Xperi Corporation	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		4.56	%	6/8/2028		2,706,468		2,695,714		2,612,878
Zayo Group, LLC	Telecommunications	Term Loan 4/22	Loan	3M USD SOFR+	4.25	%		0.50	%		4.75	%	3/9/2027		1,000,000		975,000		955,940
ZEBRA BUYER LLC	Banking, Finance, Insurance & Real Estate	Term Loan 4/21	Loan	3M USD LIBOR+	3.25	%		0.50	%		4.31	%	11/1/2028		887,097		883,218		859,748
Zekelman Industries, Inc.	Metals & Mining	Term Loan (01/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.93	%	1/25/2027		967,053		967,053		939,492
Zodiac Pool Solutions	Consumer goods: Durable	Term Loan (1/22)	Loan	1M USD SOFR+	2.00	%		0.50	%		3.03	%	1/29/2029		498,750		497,611		485,553

																$	639,686,300	$	600,926,629

	Number of Shares		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)		8,708,940	$	8,708,940	$	8,708,940
Total cash and cash equivalents		8,708,940	$	8,708,940	$	8,708,940

(a)

All or a portion of this investment has an unfunded commitment as of May 31, 2022

(b)

As of May 31, 2022, the investment was in default and on non-accrual status.

(c)

Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of May 31, 2022.

(d)

Investments include Payment-in-Kind Interest.

LIBOR—London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

WIBOR - Warsaw Interbank Offered Rate

1M USD LIBOR—The 1 month USD LIBOR rate as of May 31, 2022 was 1.12%.

2M USD LIBOR—The 2 month USD LIBOR rate as of May 31, 2022 was 1.11%.

3M USD LIBOR—The 3 month USD LIBOR rate as of May 31, 2022 was 1.63%.

6M USD LIBOR—The 6 month USD LIBOR rate as of May 31, 2022 was 1.38%.

12M USD LIBOR - The 12 month USD LIBOR rate as of May 31, 2022 was 0.99%.

3 PL WIBOR - The 3 month PL WIBOR rate as of May 31, 2022 was 1.03%.

Daily SOFR- The daily SOFR rate as of May 31, 2022 was 0.79%.

1M SOFR - The 1 month SOFR rate as of May 31, 2022 was 1.13%.

3M SOFR - The 3 month SOFR rate as of May 31, 2022 was 0.80%.

Prime—The Prime Rate as of May 31, 2022 was 3.25%.

Saratoga Investment Corp. CLO 2013-1, Ltd.

Schedule of Investments

February 28, 2022

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Fusion Connect Warrant	Telecommunications	Warrants	Equity	-	-			-			-		-		32,832		-		-
J Jill Common Stock	Retail	Common stock	Equity	-	-			-			-		-		2,107		-		33,691
19TH HOLDINGS GOLF, LLC	Consumer goods: Durable	Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		3.75	%	2/7/2029		500,000		497,530		493,750
ADMI Corp.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.96	%	4/30/2025		1,930,276		1,925,558		1,892,886
Adtalem Global Education Inc.	Services: Business	Term Loan B (02/21)	Loan	1M USD LIBOR+	4.50	%		0.75	%		5.25	%	8/11/2028		2,000,000		1,981,559		1,977,920
Aegis Sciences Corporation	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		6.50	%	5/9/2025		2,737,038		2,723,587		2,686,403
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (1/19)	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.88	%	1/4/2026		1,483,686		1,476,852		1,470,704
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (09/20)	Loan	1M USD LIBOR+	2.75	%		0.75	%		3.50	%	1/4/2026		285,714		283,586		283,571
AHEAD DB Holdings, LLC	Services: Business	Term Loan (04/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	10/18/2027		2,985,000		2,885,411		2,962,135
AI Convoy (Luxembourg) S.a.r.l.	Aerospace & Defense	Term Loan B (USD)	Loan	6M USD LIBOR+	3.50	%		1.00	%		4.50	%	1/18/2027		1,469,671		1,464,591		1,460,485
AIS HoldCo, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.00	%		5.30	%	8/15/2025		4,789,642		4,670,148		4,705,823
Alchemy Copyrights, LLC	Media: Diversified & Production	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.50	%		3.50	%	3/10/2028		493,763		490,886		489,442
Alchemy US Holdco 1, LLC	Metals & Mining	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.00	%		5.60	%	10/10/2025		1,654,803		1,640,863		1,644,874
AlixPartners, LLP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	2/4/2028		248,125		247,608		245,217
Alkermes, Inc.	Healthcare & Pharmaceuticals	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.00	%	3/12/2026		2,147,859		2,130,749		2,110,271
Allen Media, LLC	Media: Diversified & Production	Term Loan (7/21)	Loan	3M USD LIBOR+	5.50	%		0.00	%		5.72	%	2/10/2027		4,439,454		4,407,744		4,412,639
Alliant Holdings I, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B4	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	11/5/2027		997,500		996,393		987,944
Allied Universal Holdco LLC	Services: Business	Term Loan 4/21	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	5/12/2028		1,995,000		1,985,516		1,966,412
Altisource Solutions S.a r.l.	Banking, Finance, Insurance & Real Estate	Term Loan B (03/18)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	4/3/2024		1,223,297		1,220,031		1,102,497
Altium Packaging LLC	Containers, Packaging & Glass	Term Loan (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	1/29/2028		496,250		494,097		485,084
American Greetings Corporation	Media: Advertising, Printing & Publishing	Term Loan	Loan	1M USD LIBOR+	4.50	%		1.00	%		5.50	%	4/6/2024		3,012,861		3,011,323		3,011,355
American Trailer World Corp	Automotive	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/3/2028		1,990,000		1,984,442		1,954,558
AmeriLife Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.11	%	3/18/2027		1,976,415		1,967,087		1,956,651

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost			Fair Value
AmWINS Group, LLC	Banking, Finance, Insurance & Real Estate	Term Loan 2/21	Loan	1M USD LIBOR+	2.25	%		0.75	%		3.00	%	2/17/2028		1,980,006		1,957,163			1,946,900
Anastasia Parent LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		3.97	%	8/11/2025		967,500		964,919			832,253
Anchor Glass Container Corporation	Containers, Packaging & Glass	Term Loan (07/17)	Loan	3M USD LIBOR+	2.75	%		1.00	%		3.75	%	12/7/2023		475,113		474,420			406,882
Anchor Packaging, LLC	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.21	%	7/18/2026		987,342		979,469			972,532
ANI Pharmaceuticals, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	6.00	%		0.75	%		6.75	%	11/19/2027		3,000,000		2,943,100			3,000,000
AP Core Holdings II LLC	High Tech Industries	Term Loan B1	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.25	%	9/1/2027		1,975,000		1,947,406			1,965,125
AP Core Holdings II LLC	High Tech Industries	Term Loan B2	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.25	%	9/1/2027		500,000		493,024			498,125
APi Group DE, Inc. (J2 Acquisition)	Services: Business	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	10/1/2026		1,950,000		1,942,029			1,927,575
APLP Holdings Limited Partnership	Energy: Electricity	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.75	%		1.00	%		4.75	%	5/14/2027		828,378		821,051			826,655
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.86	%	5/15/2026		2,969,543		2,937,176			2,887,881
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1 (2/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	3/6/2028		992,500		983,643			982,575
AppLovin Corporation	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	8/15/2025		989,796		989,796			982,066
AppLovin Corporation	High Tech Industries	Term Loan (10/21)	Loan	1M USD LIBOR+	3.00	%		0.50	%		3.50	%	10/21/2028		1,496,250		1,492,669			1,481,288
Aramark Corporation	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	1/15/2027		2,331,250		2,268,549			2,279,776
Aramark Corporation	Services: Consumer	Term Loan B (4/21)	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	4/1/2028		1,753,715		1,746,008			1,743,491
ARC FALCON I INC.	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.25	%	9/23/2028		872,611		868,610			855,526
ARC FALCON I INC. (a)	Chemicals, Plastics, & Rubber	Delayed Draw Term Loan	Loan	N/A	N/A			N/A			N/A		9/22/2028		-		(601	)		(2,494	)
Arches Buyer Inc.	Services: Consumer	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.50	%		3.75	%	12/6/2027		1,500,000		1,490,625			1,473,570
Arctic Glacier U.S.A., Inc.	Beverage, Food & Tobacco	Term Loan (3/18)	Loan	3M USD LIBOR+	3.50	%		1.00	%		4.50	%	3/20/2024		3,350,967		3,341,474			3,103,833
Aretec Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.46	%	10/1/2025		2,436,164		2,430,830			2,425,518

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
ASP BLADE HOLDINGS, INC.	Capital Equipment	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.50	%		4.50	%	10/7/2028		100,000		99,530		99,542
Asplundh Tree Expert, LLC	Services: Business	Term Loan 2/21	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	9/7/2027		987,500		983,579		973,458
AssuredPartners Capital, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (2/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.71	%	2/12/2027		1,000,000		996,250		984,580
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Incremental Term Loan (7/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	2/12/2027		995,006		995,006		978,837
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.50	%		0.50	%		4.00	%	2/12/2027		500,000		498,811		491,875
ASTRO ONE ACQUISITION CORPORATION	Consumer goods: Durable	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.25	%	9/15/2028		3,000,000		2,971,643		2,968,140
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B6	Loan	1M USD LIBOR+	3.13	%		0.00	%		3.33	%	11/3/2023		266,824		266,095		264,767
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B8	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	12/18/2026		2,995,112		2,984,120		2,939,882
ATHENAHEALTH GROUP INC.	Healthcare & Pharmaceuticals	Term Loan B (2/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		4.00	%	2/15/2029		1,282,609		1,276,322		1,269,462
ATHENAHEALTH GROUP INC. (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (02/22)	Loan	N/A	N/A			N/A			N/A		2/15/2029		-		-		(2,228	)
Avast Software S.R.O. (Sybil Finance)	High Tech Industries	Term Loan (Sybil Software)	Loan	3M USD LIBOR+	2.00	%		0.00	%		2.22	%	3/22/2028		1,925,000		1,920,766		1,916,819
Avaya, Inc.	Telecommunications	Term Loan B1	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.44	%	12/15/2027		1,755,766		1,747,367		1,739,859
Avaya, Inc.	Telecommunications	Term Loan B-2 (2/21)	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.19	%	12/15/2027		1,000,000		1,000,000		988,590
Avison Young (Canada) Inc	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.75	%		0.00	%		5.97	%	1/31/2026		3,405,995		3,370,219		3,371,935
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.75	%		2.50	%	1/15/2025		1,000,000		900,020		990,630
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B5 (7/21)	Loan	1M USD LIBOR+	2.25	%		0.50	%		2.75	%	12/1/2027		495,000		490,860		491,466
AZURITY PHARMACEUTICALS, INC.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	6.00	%		0.75	%		6.75	%	9/20/2027		500,000		485,751		495,000
B&G Foods, Inc.	Beverage, Food & Tobacco	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	10/10/2026		706,458		701,732		701,605

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
B.C. Unlimited Liability Co (Burger King)	Beverage, Food & Tobacco	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	11/19/2026		1,470,000		1,438,969		1,440,968
BAKELITE UK INTERMEDIATE LTD.	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.25	%		0.00	%		4.75	%	2/1/2029		1,000,000		995,000		992,500
Baldwin Risk Partners, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	10/14/2027		1,238,775		1,225,981		1,222,522
Belfor Holdings Inc.	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	4/6/2026		248,092		247,897		246,851
Belron Finance US LLC	Automotive	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.75	%		0.50	%		3.25	%	4/13/2028		1,985,000		1,967,341		1,968,247
Bengal Debt Merger Sub LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		3.75	%	1/24/2029		1,890,909		1,889,030		1,873,191
Bengal Debt Merger Sub LLC	Beverage, Food & Tobacco	Delayed Draw Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		3.75	%	1/24/2029		109,091		109,048		108,069
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	4/23/2026		989,873		983,805		967,601
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (6/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	4/23/2026		1,480,053		1,470,897		1,464,335
Blucora, Inc.	Services: Consumer	Term Loan (11/17)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	5/22/2024		2,443,339		2,437,898		2,437,230
Blue Tree Holdings, Inc.	Chemicals, Plastics, & Rubber	Term Loan (2/21)	Loan	3M USD LIBOR+	2.50	%		0.00	%		2.72	%	3/4/2028		992,500		990,307		983,200
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan (1/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	5/24/2027		1,470,049		1,461,460		1,442,486
Boxer Parent Company, Inc.	High Tech Industries	Term Loan (2/21)	Loan	3M USD LIBOR+	3.75	%		0.00	%		3.97	%	10/2/2025		522,846		522,846		516,310
Bracket Intermediate Holding Corp	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.25	%		0.00	%		4.47	%	9/5/2025		967,500		964,897		959,034

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
BrightSpring Health Services (Phoenix Guarantor)	Healthcare & Pharmaceuticals	Term Loan B-3	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.66	%	3/5/2026		992,500		992,500		980,342
BroadStreet Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B3	Loan	1M USD LIBOR+	3.00	%		0.00	%		3.21	%	1/22/2027		2,979,108		2,973,591		2,930,697
Brookfield WEC Holdings Inc.	Energy: Electricity	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	8/1/2025		1,477,538		1,479,743		1,453,528
Buckeye Partners, L.P.	Utilities: Oil & Gas	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.36	%	11/1/2026		1,970,088		1,958,262		1,946,565
BW Gas & Convenience Holdings LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	3/31/2028		2,487,500		2,465,358		2,475,063
Callaway Golf Company	Retail	Term Loan B	Loan	1M USD LIBOR+	4.50	%		0.00	%		4.71	%	1/4/2026		682,500		673,958		681,005
CareerBuilder, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	6.75	%		1.00	%		7.75	%	7/31/2023		5,393,388		5,246,921		4,159,650
CareStream Health, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	6M USD LIBOR+	6.75	%		1.00	%		7.75	%	5/8/2023		2,184,163		2,181,757		2,184,163
Casa Systems, Inc	Telecommunications	Term Loan	Loan	1M USD LIBOR+	4.00	%		1.00	%		5.00	%	12/20/2023		1,391,125		1,387,217		1,349,391
Castle US Holding Corporation	Media: Advertising, Printing & Publishing	Term Loan B (USD)	Loan	3M USD LIBOR+	3.75	%		0.00	%		3.97	%	1/27/2027		1,980,130		1,968,915		1,934,864
CBI BUYER, INC.	Consumer goods: Durable	Term Loan	Loan	3M USD LIBOR+	3.25	%		0.50	%		3.75	%	1/6/2028		995,000		992,948		963,906
CCC Intelligent Solutions Inc.	Services: Business	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.00	%	9/16/2028		250,000		249,432		246,875
CCI Buyer, Inc	Telecommunications	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	12/17/2027		248,125		246,017		245,257
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/5/2028		992,500		988,070		986,297
CCS-CMGC Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.00	%		5.71	%	9/25/2025		2,425,000		2,412,003		2,371,456
Cengage Learning, Inc.	Media: Advertising, Printing & Publishing	Term Loan B (6/21)	Loan	6M USD LIBOR+	4.75	%		1.00	%		5.75	%	7/14/2026		2,992,500		2,966,179		2,985,019
CENTURI GROUP, INC.	Construction & Building	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.00	%	8/27/2028		931,998		923,210		923,647

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
CenturyLink, Inc.	Telecommunications	Term Loan B (1/20)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	3/15/2027		3,929,899		3,924,411		3,823,045
Chemours Company, (The)	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	4/3/2025		915,661		880,331		896,780
Churchill Downs Incorporated	Hotel, Gaming & Leisure	Term Loan B1 (3/21)	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	3/17/2028		496,250		495,147		489,427
CIMPRESS PUBLIC LIMITED COMPANY	Media: Advertising, Printing & Publishing	USD Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	5/17/2028		995,000		986,097		987,538
CITADEL SECURITIES LP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD SOFR+	2.50	%		0.00	%		2.69	%	2/2/2028		4,962,500		4,957,863		4,911,089
Clarios Global LP	Automotive	Term Loan B1	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	4/30/2026		1,267,812		1,259,559		1,253,549
Claros Mortgage Trust, Inc	Banking, Finance, Insurance & Real Estate	Term Loan B-1 (11/21)	Loan	1M USD SOFR+	4.50	%		0.50	%		5.00	%	8/9/2026		3,474,709		3,452,852		3,457,336
Cole Haan	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	5.50	%		0.00	%		6.01	%	2/7/2025		925,000		919,273		811,688
Columbus McKinnon Corporation	Capital Equipment	Term Loan (4/21)	Loan	3M USD LIBOR+	2.75	%		0.50	%		3.25	%	5/14/2028		487,192		486,099		482,929
Compass Power Generation, LLC	Utilities: Electric	Term Loan B (08/18)	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.50	%	12/20/2024		1,707,152		1,704,898		1,686,120
Conduent, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.50	%		4.75	%	10/16/2028		1,000,000		990,409		990,310
Connect Finco SARL	Telecommunications	Term Loan (1/21)	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.50	%	12/11/2026		2,947,500		2,823,770		2,906,972
Consolidated Communications, Inc.	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.25	%	10/2/2027		714,005		705,262		704,187
CORAL-US CO-BORROWER LLC	Telecommunications	Term Loan B-5	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.44	%	1/31/2028		4,000,000		3,986,739		3,914,280
CoreCivic, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (12/19)	Loan	1M USD LIBOR+	4.50	%		1.00	%		5.50	%	12/18/2024		1,872,727		1,852,319		1,857,127
Corelogic, Inc.	Services: Business	Term Loan (4/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	6/2/2028		2,493,750		2,482,238		2,459,461
Cortes NP Acquisition Corp (Vertiv)	Capital Equipment	Term Loan 2/21	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.86	%	3/2/2027		1,980,000		1,980,000		1,913,175
COWEN INC.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	6M USD LIBOR+	3.25	%		0.00	%		4.00	%	3/24/2028		3,967,481		3,944,804		3,898,050
CROCS INC	Consumer goods: Durable	Term Loan	Loan	3M USD SOFR+	3.50	%		0.50	%		4.03	%	1/26/2029		1,000,000		995,000		987,500
Cross Financial Corp	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	6M USD LIBOR+	4.00	%		0.75	%		4.81	%	9/15/2027		497,500		497,013		495,634

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Crown Subsea Communications Holding, Inc.	Construction & Building	Term Loan (4/21)	Loan	1M USD LIBOR+	4.75	%		0.75	%		5.50	%	4/27/2027		2,404,110		2,382,506		2,402,114
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B (03/17)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.44	%	7/15/2025		1,934,010		1,919,923		1,873,263
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.44	%	1/15/2026		485,000		484,359		469,946
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B-5	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.69	%	4/15/2027		490,000		490,000		475,035
CTS Midco, LLC	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	6.00	%		1.00	%		7.00	%	11/2/2027		1,980,000		1,929,799		1,952,775
Daseke Inc	Transportation: Cargo	Term Loan 2/21	Loan	1M USD LIBOR+	4.00	%		0.75	%		4.75	%	3/5/2028		1,488,750		1,482,131		1,473,863
DCert Buyer, Inc.	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.21	%	10/16/2026		1,484,887		1,484,887		1,477,046
Dealer Tire, LLC	Automotive	Term Loan B-1	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.46	%	12/12/2025		2,940,000		2,935,370		2,926,211
Delek US Holdings, Inc.	Utilities: Oil & Gas	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	3/31/2025		6,315,361		6,274,862		6,148,699
DexKo Global, Inc. (Dragon Merger)	Automotive	Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	10/4/2028		840,000		836,119		828,450
DexKo Global, Inc. (Dragon Merger) (a)	Automotive	Delayed Draw Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	10/4/2028		130,905		134,906		132,706
Diamond Sports Group, LLC (b)	Media: Broadcasting & Subscription	Term Loan	Loan	Prime+	2.25	%		0.00	%		5.50	%	8/24/2026		3,408,970		2,964,398		1,264,728
DIRECTV FINANCING, LLC	Media: Broadcasting & Subscription	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.75	%		5.75	%	8/2/2027		3,910,000		3,874,543		3,896,823
Dispatch Acquisition Holdings, LLC	Environmental Industries	Term Loan B (3/21)	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.00	%	3/25/2028		497,500		493,121		493,769
DOMTAR CORPORATION	Forest Products & Paper	Term Loan 9/21	Loan	1M USD LIBOR+	5.50	%		0.75	%		6.25	%	11/30/2028		840,645		832,557		837,140
DRI HOLDING INC.	Media: Advertising, Printing & Publishing	Term Loan (12/21)	Loan	1M USD LIBOR+	5.25	%		0.50	%		5.75	%	12/15/2028		3,000,000		2,970,701		2,944,500
DRW Holdings, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	3/1/2028		6,500,000		6,454,552		6,467,500
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.96	%	8/21/2025		3,876,012		3,865,362		3,838,880

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
EAB Global, Inc.	Services: Business	Term Loan (08/21)	Loan	6M USD LIBOR+	3.50	%		0.50	%		4.00	%	8/16/2028		1,000,000		995,320		989,250
Echo Global Logistics, Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.25	%	11/23/2028		2,000,000		1,995,444		1,978,500
Edelman Financial Group Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.25	%	4/7/2028		2,210,766		2,203,181		2,190,603
Electrical Components Inter., Inc.	Capital Equipment	Term Loan (6/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.46	%	6/26/2025		1,903,934		1,903,934		1,874,575
ELECTRON BIDCO INC.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.50	%		3.75	%	11/1/2028		500,000		497,610		494,455
ELO Touch Solutions, Inc.	Media: Diversified & Production	Term Loan (12/18)	Loan	1M USD LIBOR+	6.50	%		0.00	%		6.71	%	12/14/2025		2,341,935		2,266,272		2,334,137
Embecta Corp	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD SOFR+	3.00	%		0.50	%		3.50	%	1/26/2029		750,000		746,250		742,688
Endo Luxembourg Finance Company I S.a.r.l.	Healthcare & Pharmaceuticals	Term Loan (3/21)	Loan	3M USD LIBOR+	5.00	%		0.75	%		5.75	%	3/27/2028		2,347,110		2,338,792		2,264,421
Endure Digital, Inc.	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.50	%		0.75	%		4.25	%	2/10/2028		2,487,500		2,476,721		2,394,219
Enterprise Merger Sub Inc.	Healthcare & Pharmaceuticals	Term Loan B (06/18)	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	10/10/2025		4,850,000		4,844,205		3,516,638
Equiniti Group PLC	Services: Business	Term Loan B	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.00	%	12/11/2028		500,000		495,392		497,085
EyeCare Partners, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		3.97	%	2/18/2027		1,967,959		1,967,595		1,945,820
Finco I LLC	Banking, Finance, Insurance & Real Estate	Term Loan B (9/20)	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	6/27/2025		3,793,978		3,787,136		3,743,708
First Brands Group, LLC	Automotive	1st Lien Term Loan (3/21)	Loan	3M USD LIBOR+	5.00	%		1.00	%		6.00	%	3/30/2027		4,962,500		4,891,260		4,925,281
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Refinancing Term Loan	Loan	3M USD LIBOR+	2.50	%		0.00	%		2.72	%	2/1/2027		5,200,639		5,184,839		5,109,628
First Student Bidco Inc.	Transportation: Consumer	Term Loan B	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.50	%	7/21/2028		730,392		725,495		719,663
First Student Bidco Inc.	Transportation: Consumer	Term Loan C	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.50	%	7/21/2028		269,608		267,800		265,647
Fitness International, LLC (LA Fitness)	Services: Consumer	Term Loan B (4/18)	Loan	3M USD LIBOR+	3.25	%		1.00	%		4.25	%	4/18/2025		1,330,058		1,325,610		1,235,292
FOCUS FINANCIAL PARTNERS, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (1/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	7/3/2024		494,872		494,493		488,122

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Franchise Group, Inc.	Services: Consumer	First Out Term Loan	Loan	3M USD LIBOR+	4.75	%		0.75	%		5.50	%	3/10/2026		815,445		808,696		813,406
Franklin Square Holdings, L.P.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.50	%	8/1/2025		4,353,736		4,335,125		4,310,199
Froneri International (R&R Ice Cream)	Beverage, Food & Tobacco	Term Loan B-2	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	1/29/2027		1,970,000		1,966,736		1,927,428
Garrett LX III S.a r.l.	Automotive	Dollar Term Loan	Loan	3M USD LIBOR+	3.25	%		0.50	%		3.75	%	4/28/2028		1,496,250		1,489,649		1,470,066
Gemini HDPE LLC	Chemicals, Plastics, & Rubber	Term Loan B (12/20)	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.50	%	12/31/2027		2,392,656		2,376,261		2,370,715
General Nutrition Centers, Inc. (d)	Retail	Second Lien Term Loan	Loan	1M USD LIBOR+	6.00	%		0.00	%		6.11	%	10/7/2026		376,605		376,605		351,342
Genesee & Wyoming, Inc.	Transportation: Cargo	Term Loan (11/19)	Loan	3M USD LIBOR+	2.00	%		0.00	%		2.22	%	12/30/2026		1,473,750		1,468,685		1,451,305
GEO Group, Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan Refinance	Loan	1M USD LIBOR+	2.00	%		0.75	%		2.75	%	3/22/2024		3,922,786		3,717,418		3,615,828
GGP Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	8/27/2025		3,775,280		3,197,869		3,684,031
Gigamon Inc.	Services: Business	Term Loan B	Loan	6M USD LIBOR+	3.50	%		0.75	%		4.25	%	12/27/2024		2,900,607		2,887,935		2,889,730
Global Business Travel (GBT) III Inc.	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	8/13/2025		4,353,750		4,353,165		4,065,314
Global Tel*Link Corporation	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.46	%	11/29/2025		4,938,649		4,748,435		4,788,959
Go Daddy Operating Company, LLC	High Tech Industries	Term Loan 2/21	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	8/10/2027		1,979,899		1,979,899		1,948,657
Go Wireless Holdings, Inc.	Telecommunications	Term Loan	Loan	1M USD LIBOR+	6.50	%		1.00	%		7.50	%	12/22/2024		2,846,753		2,824,354		2,828,961
GOLDEN WEST PACKAGING GROUP LLC	Forest Products & Paper	Term Loan (11/21)	Loan	1M USD LIBOR+	5.25	%		0.75	%		6.00	%	11/23/2027		2,000,000		1,980,672		1,980,000
Graham Packaging Co Inc	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD LIBOR+	3.00	%		0.75	%		3.75	%	8/7/2027		972,314		966,607		961,647
Great Outdoors Group, LLC	Retail	Term Loan B2	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/6/2028		990,019		985,574		984,079
Greenhill & Co., Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	4/12/2024		2,844,231		2,829,223		2,826,454
Griffon Corporation	Consumer goods: Durable	Term Loan B	Loan	3M USD SOFR+	2.75	%		0.50	%		3.27	%	1/24/2029		250,000		249,378		248,063
Grosvenor Capital Management Holdings, LLLP	Banking, Finance, Insurance & Real Estate	Amendment 5 Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.00	%	2/24/2028		3,870,741		3,867,368		3,845,581

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Harbor Freight Tools USA, Inc.	Retail	Term Loan B (06/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	10/19/2027		3,473,618		3,452,200		3,414,393
Harland Clarke Holdings Corp.	Media: Advertising, Printing & Publishing	Term Loan (08/21)	Loan	3M USD LIBOR+	7.75	%		1.00	%		8.75	%	6/16/2026		1,262,555		1,260,655		1,121,149
Helix Gen Funding, LLc	Energy: Electricity	Term Loan B (02/17)	Loan	1M USD LIBOR+	3.75	%		1.00	%		4.75	%	6/3/2024		226,716		226,626		218,895
Hillman Group Inc. (The) (New)	Consumer goods: Durable	Term Loan B-1 (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	7/14/2028		3,514,399		3,506,291		3,471,101
Hillman Group Inc. (The) (New) (a)	Consumer goods: Durable	Delayed Draw Term Loan (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	7/14/2028		67,342		67,342		56,947
HLF Financing SARL (Herbalife)	Consumer goods: Non-durable	Term Loan B (08/18)	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	8/18/2025		3,550,000		3,541,488		3,505,625
Holley Purchaser, Inc	Automotive	Term Loan (11/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	11/17/2028		2,137,500		2,127,187		2,117,899
Holley Purchaser, Inc (a)	Automotive	Delayed Draw Term Loan	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	11/17/2028		106,875		106,875		103,602
Howden Group Holdings	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		4.00	%	11/12/2027		2,174,152		2,164,312		2,148,192
Hudson River Trading LLC	Banking, Finance, Insurance & Real Estate	Term Loan (3/21)	Loan	1M USD SOFR+	3.00	%		0.00	%		3.30	%	3/17/2028		5,955,000		5,902,173		5,843,344
Idera, Inc.	High Tech Industries	Term Loan (02/21)	Loan	6M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/2/2028		4,860,079		4,848,914		4,811,478
IMA Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.25	%	11/1/2028		2,000,000		1,990,546		1,973,760
INDY US BIDCO, LLC	Services: Business	Term Loan (11/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	3/6/2028		2,238,141		2,237,925		2,221,355
INEOS US PETROCHEM LLC	Chemicals, Plastics, & Rubber	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.25	%	1/29/2026		995,000		991,113		983,189
Informatica Inc.	High Tech Industries	Term Loan B (10/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		3.00	%	10/27/2028		500,000		499,441		493,440
Ingram Micro Inc.	High Tech Industries	Term Loan	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.00	%	6/30/2028		1,492,500		1,478,709		1,483,172
Inmar Acquisition Sub, Inc.	Services: Business	Term Loan B	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	5/1/2024		3,386,129		3,343,519		3,356,501

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Innophos, Inc.	Chemicals, Plastics, & Rubber	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	2/4/2027		491,250		489,509		487,973
INSTANT BRANDS HOLDINGS INC.	Consumer goods: Durable	Term Loan 4/21	Loan	3M USD LIBOR+	5.00	%		0.75	%		5.75	%	4/7/2028		4,368,033		4,346,269		4,018,591
INSTRUCTURE HOLDINGS, INC.	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	2.75	%		0.50	%		3.27	%	10/21/2028		500,000		498,797		492,500
Isagenix International, LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD LIBOR+	5.75	%		1.00	%		6.75	%	6/14/2025		2,427,552		2,401,608		1,775,900
Ivory Merger Sub, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.67	%	3/14/2025		2,949,539		2,931,462		2,870,285
J Jill Group, Inc	Retail	Priming Term Loan	Loan	3M USD LIBOR+	5.00	%		1.00	%		6.00	%	5/8/2024		1,574,907		1,573,650		1,409,542
Jane Street Group	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.96	%	1/31/2028		3,960,000		3,954,873		3,906,778
Journey Personal Care Corp.	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.00	%	3/1/2028		995,000		990,570		945,250
JP Intermediate B, LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		6.50	%	11/15/2025		4,154,019		4,125,538		3,620,933
KAR Auction Services, Inc.	Automotive	Term Loan B (09/19)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.50	%	9/19/2026		244,375		243,989		241,931
Klockner-Pentaplast of America, Inc.	Containers, Packaging & Glass	Term Loan (1/21) (USD)	Loan	6M USD LIBOR+	4.75	%		0.50	%		5.55	%	2/12/2026		1,488,750		1,482,629		1,391,981
Kodiak BP, LLC	Construction & Building	Term Loan	Loan	3M USD LIBOR+	3.25	%		0.75	%		4.00	%	3/13/2028		496,250		494,732		489,054
KREF Holdings X LLC	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.00	%	9/1/2027		496,250		486,145		491,288
Lakeland Tours, LLC (d)	Hotel, Gaming & Leisure	Priority Exit PIK Term Loan (9/20)	Loan	3M USD LIBOR+	6.00	%		1.25	%		7.25	%	9/25/2023		299,904		288,132		300,054
Lakeland Tours, LLC (d)	Hotel, Gaming & Leisure	2nd Out Take Back PIK Term Loan	Loan	3M USD LIBOR+	1.50	%		1.25	%		2.75	%	9/25/2025		616,465		528,040		592,115
Lakeland Tours, LLC (d)	Hotel, Gaming & Leisure	Third Out PIK Term Loan	Loan	3M USD LIBOR+	1.50	%		1.25	%		2.75	%	9/25/2025		818,373		540,076		720,987
Lakeland Tours, LLC (d)	Hotel, Gaming & Leisure	Holdco Fixed Term Loan	Loan	Fixed	0.00	%		0.00	%		13.25	%	9/27/2027		869,977		228,303		594,847
Lealand Finance Company B.V. (d)	Energy: Oil & Gas	Exit Term Loan	Loan	1M USD LIBOR+	1.00	%		0.00	%		1.21	%	6/30/2025		334,753		334,753		155,422

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Learfield Communications, Inc	Media: Advertising, Printing & Publishing	Initial Term Loan (A-L Parent)	Loan	1M USD LIBOR+	3.25	%		1.00	%		4.25	%	12/1/2023		475,000		474,352		449,616
Lifetime Brands, Inc	Consumer goods: Non-durable	Term Loan B	Loan	1M USD LIBOR+	3.50	%		1.00	%		4.50	%	2/28/2025		2,694,077		2,673,038		2,667,136
Lightstone Generation LLC	Energy: Electricity	Term Loan B	Loan	3M USD LIBOR+	3.75	%		1.00	%		4.75	%	1/30/2024		1,322,520		1,321,594		1,099,212
Lightstone Generation LLC	Energy: Electricity	Term Loan C	Loan	3M USD LIBOR+	3.75	%		1.00	%		4.75	%	1/30/2024		74,592		74,542		61,997
Liquid Tech Solutions Holdings, LLC	Services: Business	Term Loan	Loan	12M USD LIBOR+	4.75	%		0.00	%		5.50	%	3/17/2028		995,000		991,612		991,269
LogMeIn, Inc.	High Tech Industries	Term Loan (8/20)	Loan	1M USD LIBOR+	4.75	%		0.00	%		4.89	%	8/31/2027		3,960,000		3,897,792		3,888,482
LOYALTY VENTURES INC.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.50	%		0.50	%		5.00	%	11/3/2027		3,340,141		3,320,925		3,294,214
LPL Holdings, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.86	%	11/11/2026		1,220,308		1,218,289		1,200,857
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	3.75	%		0.50	%		4.25	%	10/16/2028		250,000		248,837		246,875
MA FinanceCo LLC	High Tech Industries	Term Loan B4	Loan	3M USD LIBOR+	4.25	%		1.00	%		5.25	%	6/5/2025		2,234,660		2,228,836		2,208,582
MAGNITE, INC.	Services: Business	Term Loan	Loan	6M USD LIBOR+	5.00	%		0.75	%		5.75	%	4/28/2028		1,990,000		1,935,905		1,980,050
Marriott Ownership Resorts, Inc.	Hotel, Gaming & Leisure	Term Loan (11/19)	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	8/29/2025		1,317,074		1,317,074		1,290,403
Match Group, Inc, The	Services: Consumer	Term Loan (1/20)	Loan	3M USD LIBOR+	1.75	%		0.00	%		2.22	%	2/15/2027		250,000		249,562		244,895
Mayfield Agency Borrower Inc. (FeeCo)	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.50	%		0.00	%		4.71	%	2/28/2025		3,392,071		3,369,794		3,375,823
McAfee, LLC	Services: Business	Term Loan B	Loan	Prime+	2.75	%		0.00	%		6.00	%	9/30/2024		1,642,423		1,638,322		1,638,054
McGraw-Hill Education, Inc.	Media: Advertising, Printing & Publishing	Term Loan (07/21)	Loan	3M USD LIBOR+	4.75	%		0.50	%		5.26	%	7/28/2028		1,995,000		1,976,108		1,975,050
MedAssets Software Inter Hldg, Inc.	High Tech Industries	Term Loan (11/21) (USD)	Loan	3M USD LIBOR+	4.00	%		0.50	%		4.50	%	11/17/2028		500,000		492,500		496,250
Mermaid Bidco Inc.	High Tech Industries	Term Loan B2	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	12/22/2027		993,756		990,577		976,366
Messer Industries, LLC	Chemicals, Plastics, & Rubber	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.00	%		2.72	%	3/1/2026		3,381,477		3,366,633		3,341,677
Michaels Companies Inc	Retail	Term Loan B (Magic Mergeco)	Loan	3M USD LIBOR+	4.25	%		0.75	%		5.00	%	4/8/2028		2,492,500		2,474,302		2,312,492

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Milk Specialties Company	Beverage, Food & Tobacco	Term Loan (6/21)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	8/15/2025		3,801,560		3,774,075		3,782,552
MJH Healthcare Holdings, LLC	Healthcare & Pharmaceuticals	Term Loan B (01/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		4.00	%	1/28/2029		250,000		248,782		247,500
MKS Instruments, Inc.	High Tech Industries	Term Loan B6	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	2/2/2026		868,529		863,296		862,562
MRC Global Inc.	Metals & Mining	Term Loan B2	Loan	1M USD LIBOR+	3.00	%		0.00	%		3.21	%	9/20/2024		351,484		351,116		348,848
MW Industries, Inc. (Helix Acquisition Holdings)	Capital Equipment	Term Loan (2019 Incremental)	Loan	3M USD LIBOR+	3.75	%		0.00	%		3.97	%	9/30/2024		2,842,097		2,812,930		2,765,730
NAB Holdings, LLC (North American Bancard)	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	1M USD SOFR+	3.00	%		0.50	%		3.50	%	11/17/2028		3,000,000		2,992,613		2,950,710
Natgasoline LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.75	%	11/14/2025		3,472,277		3,448,686		3,411,513
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan 2/21	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/2/2028		2,763,891		2,753,599		2,704,771
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan C 2/21	Loan	3M USD LIBOR+	3.75	%		0.75	%		4.50	%	3/2/2028		87,464		87,078		85,593
National Mentor Holdings, Inc. (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan 2/21	Loan	N/A	N/A			N/A			N/A		3/2/2028		-		-		(2,758	)
Neenah, Inc.	Forest Products & Paper	Term Loan B (03/21)	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.50	%	4/6/2028		1,990,000		1,981,133		1,960,150
NEW ERA CAP, LLC	Consumer goods: Durable	Term Loan (01/22)	Loan	6M USD LIBOR+	6.00	%		0.75	%		6.75	%	7/13/2027		1,000,000		998,828		997,500
Nexstar Broadcasting, Inc. (Mission Broadcasting)	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.61	%	9/18/2026		1,113,795		1,103,364		1,107,146
Next Level Apparel, Inc.	Retail	Term Loan	Loan	3M USD WIBOR+	5.50	%		1.00	%		6.50	%	8/9/2024		1,725,340		1,717,025		1,690,834
NM Z Parent Inc (Zep Inc)	Chemicals, Plastics, & Rubber	Term Loan	Loan	12M USD LIBOR+	4.00	%		1.00	%		5.00	%	8/9/2024		871,151		869,399		842,838
NorthPole Newco S.a.r.l (b), (d)	Aerospace & Defense	Term Loan	Loan	3M USD LIBOR+	7.00	%		0.00	%		7.22	%	3/3/2025		5,348,887		5,028,659		1,537,805
NortonLifeLock Inc.	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	2.00	%		0.50	%		2.50	%	1/28/2029		1,500,000		1,492,500		1,480,620
Novae LLC	Automotive	Term Loan B	Loan	1M USD SOFR+	5.00	%		0.75	%		5.75	%	12/22/2028		1,555,556		1,540,210		1,540,000

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Novae LLC (a)	Automotive	Delayed Draw Term Loan	Loan	N/A	N/A			N/A			N/A		12/22/2028		-		-		(4,444	)
Novolex Holdings, Inc (Flex Acquisition)	Containers, Packaging & Glass	Term Loan (02/21)	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.00	%	3/2/2028		987,555		983,296		983,437
Nuvei Technologies Corp.	High Tech Industries	US Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.00	%	9/29/2025		2,238,750		2,234,198		2,210,766
Olaplex, Inc.	Consumer goods: Non-durable	Term Loan (2/22)	Loan	1M USD SOFR+	3.75	%		0.50	%		4.25	%	2/23/2029		1,000,000		997,500		996,250
Organon & Co.	Healthcare & Pharmaceuticals	Term Loan USD	Loan	6M USD LIBOR+	3.00	%		0.50	%		3.50	%	6/2/2028		2,410,417		2,399,629		2,397,617
Pacific Gas and Electric Company	Utilities: Electric	Term Loan	Loan	3M USD LIBOR+	3.00	%		0.50	%		3.50	%	6/18/2025		1,479,969		1,474,197		1,449,999
PACTIV EVERGREEN GROUP HOLDINGS INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.50	%		4.00	%	9/20/2028		997,500		992,792		984,473
Padagis LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.75	%		0.50	%		5.25	%	7/6/2028		941,176		932,470		934,118
Panther Guarantor II, L.P. (Forcepoint)	High Tech Industries	Term Loan 1/21	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.00	%	1/7/2028		497,500		494,346		493,520
Pathway Partners Vet Management Company LLC	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	3/30/2027		491,473		482,640		486,804
PCI Gaming Authority	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	5/29/2026		809,038		806,361		800,188
PEARLS (Netherlands) Bidco B.V.	Chemicals, Plastics, & Rubber	USD Term Loan (02/22)	Loan	3M USD SOFR+	4.00	%		0.50	%		4.50	%	2/4/2029		1,000,000		997,500		989,580
PECF USS INTERMEDIATE HOLDING III CORPORATION	Environmental Industries	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.50	%		4.75	%	12/15/2028		100,000		99,777		99,391
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC	Healthcare & Pharmaceuticals	Term Loan (12/22)	Loan	3M USD LIBOR+	3.50	%		0.00	%		3.84	%	12/28/2028		1,302,632		1,296,159		1,291,234

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (12/21)	Loan	N/A	N/A			N/A			N/A		12/28/2028		-		-		(1,727	)
Penn National Gaming	Hotel, Gaming & Leisure	Term Loan B-1	Loan	1M USD LIBOR+	2.25	%		0.75	%		3.00	%	10/15/2025		1,762,675		1,715,292		1,746,370
Peraton Corp.	Aerospace & Defense	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.50	%	2/1/2028		5,459,994		5,439,162		5,425,869
PHYSICIAN PARTNERS, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	4.00	%		0.50	%		4.50	%	12/23/2028		2,000,000		1,980,245		1,985,000
Ping Identity Corporation	High Tech Industries	Term Loan B (11/21)	Loan	6M USD SOFR+	3.75	%		0.50	%		4.45	%	11/22/2028		1,000,000		995,074		990,000
Pitney Bowes Inc	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.21	%	3/17/2028		2,977,500		2,960,793		2,944,003
Pixelle Specialty Solutions LLC	Forest Products & Paper	Term Loan	Loan	1M USD LIBOR+	6.50	%		1.00	%		7.50	%	10/31/2024		3,535,026		3,515,981		3,504,837
Plastipak Holdings Inc.	Containers, Packaging & Glass	Term Loan B (11/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		3.00	%	11/17/2028		2,000,000		1,990,299		1,974,380
Playtika Holding Corp.	High Tech Industries	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		2.96	%	3/13/2028		4,466,250		4,457,371		4,415,513
PMHC II, INC.	Chemicals, Plastics, & Rubber	Term Loan (02/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		4.75	%	2/2/2029		2,000,000		1,990,000		1,968,340
PointClickCare Technologies, Inc.	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.00	%		0.75	%		3.75	%	12/29/2027		496,250		494,183		486,945
Polymer Process Holdings, Inc.	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	4.75	%		0.75	%		5.50	%	2/12/2028		5,458,750		5,404,639		5,333,635
Pre-Paid Legal Services, Inc.	Services: Consumer	Term Loan (12/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	12/15/2028		3,000,000		2,975,633		2,973,000
Presidio, Inc.	Services: Business	Term Loan B (1/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.71	%	1/22/2027		492,500		491,700		488,038
Prime Security Services Borrower, LLC (ADT)	Services: Consumer	Term Loan (1/21)	Loan	6M USD LIBOR+	2.75	%		0.75	%		3.50	%	9/23/2026		3,556,300		3,553,818		3,513,837
PRIORITY HOLDINGS, LLC	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	5.75	%		1.00	%		6.75	%	4/27/2027		2,985,000		2,957,411		2,973,806
PriSo Acquisition Corporation	Construction & Building	Term Loan (01/21)	Loan	3M USD LIBOR+	3.25	%		0.75	%		4.00	%	12/28/2027		496,248		494,100		487,832
Project Leopard Holdings Inc	High Tech Industries	Term Loan	Loan	6M USD LIBOR+	4.75	%		1.00	%		5.75	%	7/5/2024		495,000		494,242		492,678
Prometric Inc. (Sarbacane Bidco)	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	3.00	%		1.00	%		4.00	%	1/29/2025		481,388		480,315		474,017
PUG LLC	Services: Consumer	Term Loan B (02/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.71	%	2/12/2027		485,075		483,298		475,374
QUEST BORROWER LIMITED	High Tech Industries	Term Loan (1/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		4.75	%	1/19/2029		2,000,000		1,980,237		1,968,760
Rackspace Technology Global, Inc.	High Tech Industries	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.75	%		3.50	%	2/15/2028		496,250		494,141		480,519

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
RealPage, Inc.	High Tech Industries	Term Loan (04/21)	Loan	1M USD LIBOR+	3.25	%		0.50	%		3.75	%	4/24/2028		997,500		995,328		985,720
Renaissance Learning, Inc.	Services: Consumer	Term Loan (5/18)	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	5/30/2025		2,969,141		2,946,381		2,922,496
Rent-A-Center, Inc.	Retail	Term Loan B2 (9/21)	Loan	1M USD LIBOR+	3.25	%		0.50	%		3.81	%	2/17/2028		993,744		991,647		973,869
Research Now Group, Inc	Media: Advertising, Printing & Publishing	Term Loan	Loan	6M USD LIBOR+	5.50	%		1.00	%		6.50	%	12/20/2024		4,343,378		4,268,021		4,251,082
Resideo Funding Inc.	Services: Consumer	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%		0.50	%		2.75	%	2/11/2028		1,488,750		1,486,251		1,481,306
Resolute Investment Managers (American Beacon), Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	3M USD LIBOR+	4.25	%		1.00	%		5.25	%	4/30/2024		3,084,702		3,078,180		3,067,366
Restoration Hardware, Inc.	Retail	Term Loan (9/21)	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.00	%	10/20/2028		3,497,500		3,489,704		3,456,509
Reynolds Consumer Products LLC	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	1/29/2027		1,291,932		1,290,988		1,271,829
Reynolds Group Holdings Inc.	Metals & Mining	Term Loan B2	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	2/5/2026		3,465,000		3,449,546		3,406,545
Robertshaw US Holding Corp.	Consumer goods: Durable	Term Loan B	Loan	6M USD LIBOR+	3.50	%		1.00	%		4.50	%	2/28/2025		962,500		961,492		877,800
Rocket Software, Inc.	High Tech Industries	Term Loan (11/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		4.46	%	11/28/2025		2,905,190		2,897,593		2,876,138
Russell Investments US Inst’l Holdco, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	6M USD LIBOR+	3.50	%		1.00	%		4.50	%	6/2/2025		5,637,965		5,601,072		5,592,185
RV Retailer LLC	Automotive	Term Loan	Loan	3M USD SOFR+	3.75	%		0.75	%		4.50	%	2/8/2028		1,985,000		1,967,852		1,951,513
Ryan Specialty Group LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.00	%		0.75	%		3.75	%	9/1/2027		493,750		487,862		489,583
S&S HOLDINGS LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.50	%		5.50	%	3/10/2028		2,483,744		2,427,454		2,458,906
Sally Holdings LLC	Retail	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	7/5/2024		748,409		746,932		740,925
Samsonite International S.A.	Consumer goods: Non-durable	Term Loan B2	Loan	1M USD LIBOR+	3.00	%		0.75	%		3.75	%	4/25/2025		987,538		967,436		979,519
Schweitzer-Mauduit International, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		4.50	%	4/20/2028		2,985,000		2,969,212		2,895,450
Scientific Games Holdings LP	Hotel, Gaming & Leisure	Term Loan B	Loan	3M USD SOFR+	3.50	%		0.50	%		4.00	%	2/3/2029		500,000		498,750		496,460
SETANTA AIRCRAFT LEASING DAC	Aerospace & Defense	Term Loan	Loan	3M USD LIBOR+	2.00	%		0.00	%		2.14	%	11/2/2028		1,000,000		997,653		993,440
Signify Health, LLC	Healthcare & Pharmaceuticals	Term Loan B (6/21)	Loan	3M USD LIBOR+	3.25	%		0.50	%		3.75	%	6/16/2028		498,750		496,482		492,206
Sitel Worldwide Corporation	Services: Business	USD Term Loan (7/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	8/28/2028		1,995,000		1,985,688		1,981,294

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
SiteOne Landscape Supply, LLC	Services: Business	Term Loan (3/21)	Loan	3M USD LIBOR+	2.00	%		0.50	%		2.50	%	3/18/2028		785,769		784,048		780,528
SMG US Midco 2, Inc.	Services: Business	Term Loan (01/20)	Loan	3M USD LIBOR+	2.50	%		0.00	%		2.80	%	1/23/2025		490,000		490,000		472,238
Sotheby’s	Services: Business	Term Loan (7/21)	Loan	3M USD LIBOR+	4.50	%		0.50	%		5.00	%	1/15/2027		3,256,472		3,207,096		3,240,190
Sparta U.S. HoldCo LLC	Chemicals, Plastics, & Rubber	Term Loan (04/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.25	%	8/2/2028		2,000,000		1,990,687		1,985,000
Specialty Pharma III Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	4.50	%		0.75	%		5.25	%	3/31/2028		1,995,000		1,977,135		1,975,050
Spectrum Brands, Inc.	Consumer goods: Durable	Term Loan (2/21)	Loan	3M USD LIBOR+	2.00	%		0.50	%		2.50	%	3/3/2028		496,250		495,145		494,389
Spin Holdco, Inc.	Services: Consumer	Term Loan 3/21	Loan	3M USD LIBOR+	4.00	%		0.75	%		4.75	%	3/4/2028		2,977,500		2,962,439		2,958,474
SRAM, LLC	Consumer goods: Durable	Term Loan (05/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		3.26	%	5/12/2028		3,600,000		3,594,517		3,571,488
SS&C Technologies, Inc.	Services: Business	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	4/16/2025		190,170		189,956		186,819
SS&C Technologies, Inc.	Services: Business	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	4/16/2025		154,375		154,203		151,655
SS&C Technologies, Inc.	Services: Business	Term Loan B-5	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.96	%	4/16/2025		477,615		477,001		469,376
STANDARD INDUSTRIES INC.	Construction & Building	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.50	%		3.00	%	9/22/2028		640,250		634,225		637,503
Staples, Inc.	Wholesale	Term Loan (03/19)	Loan	3M USD LIBOR+	5.00	%		0.00	%		5.13	%	4/16/2026		4,386,462		4,265,782		4,154,813
Stars Group Inc. (The)	Hotel, Gaming & Leisure	Term Loan	Loan	3M USD LIBOR+	2.25	%		0.00	%		2.47	%	7/21/2026		1,995,000		1,990,864		1,972,776
Storable, Inc	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.25	%		0.50	%		3.75	%	4/17/2028		500,000		498,861		494,375
Superannuation & Investments US LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		4.25	%	12/1/2028		1,000,000		990,274		995,940
Sylvamo Corporation	Forest Products & Paper	Term Loan	Loan	1M USD LIBOR+	4.50	%		0.50	%		5.00	%	8/18/2028		1,093,333		1,082,992		1,085,133
Syncsort Incorporated	High Tech Industries	Term Loan B (10/21)	Loan	3M USD LIBOR+	4.00	%		0.75	%		4.75	%	4/24/2028		2,495,000		2,493,770		2,465,684
Syniverse Holdings, Inc.	Telecommunications	Term Loan	Loan	3M USD SOFR+	4.25	%		0.50	%		4.75	%	2/1/2029		500,000		495,000		499,375
Tenable Holdings, Inc.	Services: Business	Term Loan B (6/21)	Loan	6M USD LIBOR+	2.75	%		0.50	%		3.27	%	7/7/2028		1,000,000		997,633		986,250
Teneo Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	5.25	%		1.00	%		6.25	%	7/15/2025		4,428,522		4,355,261		4,383,129
Tenneco Inc	Capital Equipment	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.00	%		3.21	%	10/1/2025		1,455,000		1,447,215		1,444,088
Ten-X, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%		1.00	%		5.00	%	9/27/2024		1,920,000		1,918,652		1,881,600
The Dun & Bradstreet Corporation	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	2/6/2026		1,000,000		998,750		988,330

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
The Dun & Bradstreet Corporation	Services: Business	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.00	%		3.44	%	1/5/2029		250,000		248,180		246,668
THE KNOT WORLDWIDE INC.	Services: Consumer	Term Loan (1/22)	Loan	1M USD SOFR+	4.50	%		0.00	%		4.67	%	12/19/2025		4,869,796		4,863,346		4,829,231
The Octave Music Group, Inc (Touchtunes)	Services: Business	Term Loan B	Loan	1M USD LIBOR+	6.00	%		1.00	%		7.00	%	5/29/2025		2,893,526		2,872,208		2,871,824
Thor Industries, Inc.	Automotive	USD Term Loan (3/21)	Loan	1M USD LIBOR+	3.00	%		0.00	%		3.25	%	2/1/2026		2,810,435		2,763,310		2,797,563
Tosca Services, LLC	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		4.25	%	8/18/2027		495,000		489,079		487,575
Trans Union LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.00	%		0.50	%		2.50	%	12/1/2028		870,968		868,877		860,804
Transdigm, Inc.	Aerospace & Defense	Term Loan G (02/20)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	8/22/2024		4,024,167		4,026,414		3,959,700
Travel Leaders Group, LLC	Hotel, Gaming & Leisure	Term Loan B (08/18)	Loan	1M USD LIBOR+	4.00	%		0.00	%		4.21	%	1/25/2024		2,412,500		2,411,191		2,268,353
TRITON WATER HOLDINGS, INC.	Beverage, Food & Tobacco	Term Loan (03/21)	Loan	3M USD LIBOR+	3.50	%		0.50	%		4.00	%	3/31/2028		1,492,500		1,485,884		1,454,352
Tronox Pigments (Netherlands) B.V.	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD LIBOR+	2.25	%		0.00	%		2.47	%	3/10/2028		346,923		346,183		341,719
TruGreen Limited Partnership	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.75	%		4.75	%	10/29/2027		964,241		957,748		961,830

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Uber Technologies, Inc.	Transportation: Consumer	Term Loan B (2/21)	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.71	%	2/25/2027		3,947,943		3,909,627		3,905,740
Ultra Clean Holdings, Inc.	High Tech Industries	Incremental Term Loan 3/21	Loan	1M USD LIBOR+	3.75	%		0.00	%		3.96	%	8/27/2025		884,205		880,505		882,366
Unimin Corporation	Metals & Mining	Term Loan (12/20)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	7/31/2026		496,815		471,432		490,853
United Natural Foods, Inc	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		3.46	%	10/22/2025		1,624,974		1,562,482		1,616,166
United Road Services Inc.	Transportation: Cargo	Term Loan (10/17)	Loan	6M USD LIBOR+	5.75	%		1.00	%		6.75	%	9/1/2024		920,843		915,490		826,457
Univar Inc.	Chemicals, Plastics, & Rubber	Term Loan B6	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	6/2/2028		1,990,000		1,980,782		1,974,458
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		4.00	%	3/15/2026		2,471,487		2,464,765		2,451,913
US Ecology, Inc.	Environmental Industries	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.71	%	11/2/2026		490,000		489,302		488,040
Utz Quality Foods, LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.00	%		3.21	%	1/20/2028		1,847,121		1,844,606		1,827,264
Vaco Holdings, LLC	Services: Business	Term Loan (01/22)	Loan	1M USD SOFR+	5.00	%		0.75	%		5.75	%	1/19/2029		250,000		248,777		248,124
Verifone Systems, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (7/18)	Loan	3M USD LIBOR+	4.00	%		0.00	%		4.50	%	8/20/2025		1,382,319		1,377,042		1,354,672
Vertex Aerospace Services Corp	Aerospace & Defense	Term Loan (10/21)	Loan	1M USD LIBOR+	4.00	%		0.75	%		4.75	%	12/6/2028		1,000,000		995,345		992,080
VFH Parent LLC	Banking, Finance, Insurance & Real Estate	Term Loan (01/22)	Loan	Daily SOFR+	3.00	%		0.50	%		3.50	%	1/12/2029		3,100,888		3,092,414		3,071,833
Virtus Investment Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (9/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.36	%	9/28/2028		2,992,500		2,982,995		2,971,942
Vistra Energy Corp	Utilities: Electric	2018 Incremental Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		1.87	%	12/31/2025		907,176		906,677		890,075
Vizient, Inc	Healthcare & Pharmaceuticals	Term Loan B-6	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.21	%	5/6/2026		486,250		485,567		480,779
VM Consolidated, Inc.	Construction & Building	Term Loan B (3/21)	Loan	6M USD LIBOR+	3.25	%		0.00	%		3.60	%	3/19/2028		2,339,327		2,336,223		2,322,951
Vouvray US Finance LLC	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.00	%		1.00	%		4.00	%	3/11/2024		476,250		476,250		411,837

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan G	Loan	1M USD LIBOR+	2.13	%		0.00	%		2.33	%	1/20/2028		1,250,000		1,249,760		1,234,763
Wastequip, LLC (HPCC Merger/Patriot Container)	Environmental Industries	Term Loan (3/18)	Loan	1M USD LIBOR+	3.75	%		1.00	%		4.75	%	3/15/2025		489,822		488,550		469,004
Watlow Electric Manufacturing Company	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	3.75	%		0.50	%		4.25	%	3/2/2028		2,481,250		2,470,270		2,452,294
West Corporation	Telecommunications	Term Loan B (Olympus Merger)	Loan	3M USD LIBOR+	4.00	%		1.00	%		5.00	%	10/10/2024		1,086,078		1,047,433		967,424
West Corporation	Telecommunications	Term Loan B	Loan	3M USD LIBOR+	3.50	%		1.00	%		4.50	%	10/10/2024		2,599,274		2,562,059		2,301,449
WEX Inc.	Services: Business	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		2.46	%	3/31/2028		2,985,000		2,974,005		2,937,419
WildBrain Ltd.	Media: Diversified & Production	Term Loan	Loan	1M USD LIBOR+	4.25	%		0.75	%		5.00	%	3/27/2028		1,985,000		1,949,907		1,966,401
WP CITYMD BIDCO LLC	Services: Consumer	Term Loan B	Loan	6M USD LIBOR+	3.25	%		0.50	%		3.75	%	12/22/2028		7,424,013		7,399,065		7,355,340
Xperi Corporation	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		3.71	%	6/8/2028		2,741,617		2,730,066		2,719,355
ZEBRA BUYER LLC	Banking, Finance, Insurance & Real Estate	Term Loan 4/21	Loan	3M USD LIBOR+	3.25	%		0.50	%		3.75	%	11/1/2028		887,097		883,013		882,661
Zekelman Industries, Inc.	Metals & Mining	Term Loan (01/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		2.14	%	1/25/2027		968,914		968,914		954,622
Zodiac Pool Solutions	Consumer goods: Durable	Term Loan (1/22)	Loan	1M USD SOFR+	2.00	%		0.50	%		2.50	%	1/19/2029		500,000		498,783		493,440

																$	653,022,265	$	638,963,350

	Number of Shares		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)		6,171,793	$	6,171,793	$	6,171,793
Total cash and cash equivalents		6,171,793	$	6,171,793	$	6,171,793

(a)	All or a portion of this investment has an unfunded commitment as of February 28, 2022

(b)	As of February 28, 2022, the investment was in default and on non-accrual status.

(c)	Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of February 28, 2022.

(d)	Investments include Payment-in-Kind Interest.

LIBOR—London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

WIBOR - Warsaw Interbank Offered Rate

1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2022 was 0.23%.

2M USD LIBOR—The 2 month USD LIBOR rate as of February 28, 2022 was 0.50%.

3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2022 was 0.51%.

6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2022 was 0.80%.

12M USD LIBOR - The 12 month USD LIBOR rate as of February 28, 2022 was 1.28%.

3 PL WIBOR - The 3 month PL WIBOR rate as of February 28, 2022 was 3.65%.

Daily SOFR- The daily SOFR rate as of February 28, 2022 was 0.05%.

1M SOFR - The 1 month SOFR rate as of February 28, 2022 was 0.05%.

3M SOFR - The 3 month SOFR rate as of February 28, 2022 was 0.04%.

Prime—The Prime Rate as of February 28, 2022 was 3.25%.

Note 5. Investment in SLF JV

On October 26, 2021, the Company and TJHA entered into the LLC Agreement to co-manage SLF JV. SLF JV is invested in SLF 2021, which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.

The Company and TJHA have equal voting interest on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance. No management fee is charged to SLF JV as control and management of SLF JV is shared equally.

The Company and TJHA have committed to provide up to a combined $50.0 million of financing to SLF JV through cash contributions, with the Company providing $43.75 million and TJHA providing $6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured note and equity. The unsecured note will pay a fixed rate of 10.0% per annum and is due and payable in full on June 15, 2023. As of May 31, 2022, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $13.1 million and $1.9 million, respectively; and membership interest of $13.1 million and $1.9 million, respectively. As of May 31, 2022 and February 28, 2022, the Company’s investment in the unsecured note of SLF JV had a fair value of $13.1 million and $13.1 million, respectively, and the Company’s investment in the membership interests of SLF JV had a fair value of $6.6 million and $12.0, respectively.

As of May 31, 2022, the Company earned approximately $0.3 million of interest income related to SLF JV, which is included in interest income. As of May 31, 2022 and February 28, 2022, $0.1 million and $0.09 million, respectively, of interest income related to SLF JV was included in interest receivable.

SLF JV’s investment in SLF 2021 is in the form of an unsecured loan. The unsecured note will pay a floating rate of SOFR plus 7.00% per annum and is due and payable in full on June 9, 2023. As of May 31, 2022, SLF JV’s investment in SLF 2021 had an aggregate fair value of approximately $19.8 million.

The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned investment company subsidiary as the Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810, Consolidation concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.

Note 6. Income Taxes

SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PEP Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc. each 100% owned by the Company, are each filing standalone C Corporation tax returns for federal and state purposes. As separately regarded entities for tax purposes, these entities are taxed at normal corporate rates. For tax purposes, any distributions by the entities to the parent company would generally need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S. GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in the taxable blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies.

The Company may distribute a portion of its realized net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion, or all, of its net capital gains and elect to pay the 21% U.S. federal tax on the net capital gain, potentially in the form of a “deemed distribution” to its stockholders. Income tax (provision) relating to an election to retain its net capital gains, including in the form of a deemed distribution, is included as a component of income tax (provision) benefit from realized gains on investments, depending on the character of the underlying taxable income (ordinary or capital gains), on the consolidated statements of operations.

Deferred tax assets and liabilities, and related valuation allowance as of May 31, 2022 and February 28, 2022 were as follows:

	May 31, 2022			February 28, 2022
Total deferred tax assets	$	2,023,885		$	1,991,241
Total deferred tax liabilities		(1,655,447	)		(1,293,496	)
Valuation allowance on net deferred tax assets		(1,946,761	)		(1,946,760	)
Net deferred tax liability	$	(1,578,323	)	$	(1,249,015	)

As of May 31, 2022, the valuation allowance on deferred tax assets was $1.9 million, which represents the federal and state tax effect of net operating losses and unrealized losses that we do not believe we will realize through future taxable income. Any adjustments to the Company’s valuation allowance will depend on estimates of future taxable income and will be made in the period such determination is made.

Net income tax expense for the three months ended May 31, 2022 includes $0.4 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $0.1 million income tax benefit from realized gain (loss) on investments and ($0.1) million net change in total operating expense, in the consolidated statement of operations, respectively. Net deferred tax (benefit) expense for the three months ended May 31, 2021 includes $0.2 million net change in unrealized appreciation (depreciation) on investments and $0.0 million net change in total operating expense, in the consolidated statement of operations, respectively.

Deferred tax temporary differences may include differences for state taxes and joint venture interests.

Federal and state income tax (provisions) benefit on investments for the three months ended May 31, 2022 and May 31, 2021:

	For the three months ended
	May 31, 2022			May 31, 2021
Current
Federal	$	213,842		$	-
State		(78,503	)		-
Net current expense		135,339			-
Deferred
Federal		(296,071	)		(127,850	)
State		(33,236	)		(130,213	)
Net deferred expense		(329,307	)		(258,063	)
Net tax provision	$	(193,968	)	$	(258,063	)

Note 7. Agreements and Related Party Transactions

Investment Advisory and Management Agreement

On July 30, 2010, the Company entered into the Management Agreement with our Manager. The initial term of the Management Agreement was two years from its effective date, with one-year renewals thereafter subject to certain approvals by our board of directors and/or the Company’s stockholders. Most recently, on July 5, 2022, our board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive management fee.

Base Management Fee and Incentive Management Fee

The base management fee of 1.75% per year is calculated based on the average value of our gross assets (other than cash or cash equivalents, but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters. The base management fee is paid quarterly following the filing of the most recent quarterly report on Form 10-Q.

The incentive management fee consists of the following two parts:

The first, payable quarterly in arrears, equals 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up” provision. Under this provision, in any fiscal quarter, our Manager receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. Our Manager will receive 100.0% of pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter, and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there is no delay of payment if prior quarters are below the quarterly hurdle rate.

The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0% of our “incentive fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive fee, and our Manager will be entitled to 20.0% of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 will equal the fair value of such investments as of such date.

For the three months ended May 31, 2022, the Company did not incur any incentive fees related to pre-incentive fee net investment income. For the three months ended May 31, 2021, the Company incurred $1.6 million in incentive fees related to pre-incentive fee net investment income. For the three months ended May 31, 2022 and May 31, 2021, the Company accrued a (benefit) of $(1.9) million and an expense of $3.7 million in incentive fees related to capital gains.

The accrual is calculated using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of May 31, 2022, the base management fees accrual was $3.8 million and the incentive fees accrual was $4.9 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, the base management fees accrual was $3.2 million and the incentive fees accrual was $9.8 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities.

Administration Agreement

On July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with our Manager, pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals thereafter subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable thereunder by the Company was capped at $1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals. On July 8, 2015, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not been increased since the inception of the agreement, to $1.3 million. On July 7, 2016, our board of directors approved the renewal of the Administration Agreement for an additional one-year term. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of expenses by the Company under the Administration Agreement, from $1.3 million to $1.5 million, effective November 1, 2016. On July 11, 2017, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $1.5 million to $1.75 million, effective August 1, 2017. On July 9, 2018, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $1.75 million to $2.0 million, effective August 1, 2018. On July 9, 2019, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.0 million to $2.225 million effective August 1, 2019. On July 7, 2020, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.225 million to $2.775 million effective August 1, 2020. On July 6, 2021, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.775 million to $3.0 million effective August 1, 2021. On July 5, 2022, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $3.0 million to $3.275 million effective August 1, 2022.

For the three months ended May 31, 2022 and May 31, 2021, we recognized $0.8 million and $0.7 million in administrator expenses, respectively, pertaining to bookkeeping, record keeping and other administrative services provided to us in addition to our allocable portion of rent and other overhead related expenses. As of May 31, 2022, $0.1 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, $0.3 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities.

Saratoga CLO

On December 14, 2018, the Company completed the third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. A non-call period ending January 2020 was also added. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $300 million in assets to approximately $500 million. As part of this refinancing and upsizing, the Company invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $7.5 million in aggregate principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $4.5 million of Class F notes and $20.0 million CLO 2013-1 Warehouse Loan were repaid. The Company also paid $2.0 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. During the year ended February 29, 2020, the Company received full payment of $1.7 million from the Saratoga CLO for such transaction costs.

In conjunction with the third refinancing and issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga CLO. See Note 4 for additional information.

On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. The non-call period was extended to February 2022. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of 2.6 million was repaid in full.

For the three months ended May 31, 2022 and May 31, 2021, we recognized management fee income of $0.8 million and $0.8 million, respectively, related to the Saratoga CLO.

For the three months ended May 31, 2022 and May 31, 2021, the Company neither bought nor sold any investments from the Saratoga CLO.

SLF JV

On October 26, 2021, the Company and TJHA entered into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that is expected to invest in the debt or equity interests of collateralized loan obligations, loan, notes and other debt instruments.

As of May 31, 2022, the Company’s investment in the SLF JV had a fair value of $19.8 million, consisting of an unsecured loan of $13.1 million and membership interest of $6.6 million. In addition, the Company has a receivable of $0.1 million outstanding from the SLF JV, included in Due from Affiliate in the consolidated statements of assets and liabilities.

Note 8. Borrowings

Credit Facility

As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage, or, 150% if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset coverage ratio of 150%. The 150% asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined in the 1940 Act, was 179.3% as of May 31, 2022 and 209.3% as of February 28, 2022.

On April 11, 2007, we entered into a $100.0 million revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term Facility. In response to the market wide decline in financial asset prices, which negatively affected the value of our portfolio, we terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.

On July 30, 2010, we used the net proceeds from (i) the stock purchase transaction and (ii) a portion of the funds available to us under the $45.0 million senior secured revolving credit facility with Madison Capital Funding LLC (the “Madison Credit Facility”), in each case, to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated in connection therewith. Substantially all of our total assets, other than those held by SBIC LP and SBIC II LP, was pledged under the Madison Credit Facility to secure our obligations thereunder.

On February 24, 2012, we amended the Madison Credit Facility to, among other things:

●

expand the borrowing capacity under the Madison Credit Facility from $40.0 million to $45.0 million;

●

extend the period during which we may make and repay borrowings under the Madison Credit Facility from July 30, 2013 to February 24, 2015 (the “Revolving Period”). The Revolving Period may, upon the occurrence of an event of default, by action of the lenders or automatically, be terminated. All borrowings and other amounts payable under the Madison Credit Facility are due and payable five years after the end of the Revolving Period; and

●

remove the condition that we may not acquire additional loan assets without the prior written consent of Madison Capital Funding LLC.

On September 17, 2014, we entered into a second amendment to the Madison Credit Facility to, among other things:

●

extend the commitment termination date from February 24, 2015 to September 17, 2017;

●

extend the maturity date of the Madison Credit Facility from February 24, 2020 to September 17, 2022 (unless terminated sooner upon certain events);

●

reduce the applicable margin rate on base rate borrowings from 4.50% to 3.75%, and on LIBOR borrowings from 5.50% to 4.75%; and

●

reduce the floor on base rate borrowings from 3.00% to 2.25%, and on LIBOR borrowings from 2.00% to 1.25%.

On May 18, 2017, we entered into a third amendment to the Madison Credit Facility to, among other things:

●

extend the commitment termination date from September 17, 2017 to September 17, 2020;

●

extend the final maturity date of the Madison Credit Facility from September 17, 2022 to September 17, 2025 (unless terminated sooner upon certain events);

●

reduce the floor on base rate borrowings from 2.25% to 2.00%;

●

reduce the floor on LIBOR borrowings from 1.25% to 1.00%; and

●

reduce the commitment fee rate from 0.75% to 0.50% for any period during which the ratio of advances outstanding to aggregate commitments, expressed as a percentage, is greater than or equal to 50%.

On April 24, 2020, we entered into a fourth amendment to the Madison Credit Facility to, among other things:

●

permit certain amendments related to the Paycheck Protection Program (“Permitted PPP Amendment”) to Loan Asset Documents;

●

exclude certain debt and interest amounts allowed by the Permitted PPP Amendments from certain calculations related to Net Leverage Ratio, Interest Coverage Ratio and EBITDA; and

●

exclude such Permitted PPP Amendments from constituting a Material Modification.

On September 14, 2020, we entered into a fifth amendment to the Madison Credit Facility to, among other things:

●

extend the commitment termination date of the Madison Credit Facility from September 17, 2020 to September 17, 2021, with no change to the maturity date of September 17, 2025.

●

provide for the transition away from the LIBOR Rate in the market, and

●

expand the definition of “Eligible Loan Asset” to allow investments with certain recurring revenue features to qualify as collateral and be included in the borrowing base.

On September 13, 2021, we entered into a sixth amendment to the Madison Credit Facility to, among other things:

●

Extend the commitment termination date of the Madison Credit Facility from September 17, 2021 to October 1, 2021, with no change to maturity date of September 17, 2025.

On October 4, 2021, all outstanding amounts on the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison Credit Facility resulted in a realized loss on the extinguishment of debt of $0.8 million.

On October 4, 2021, the Company entered into a $50.0 million senior secured revolving credit facility with the Lender, supported by loans held by SIF II and pledged to the Encina Credit Facility. During the first two years following the closing date, SIF II may request an increase in the commitment amount to up to $75.0 million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate. The commitment termination date is October 4, 2024.

In addition to any fees or other amounts payable under the terms of the Encina Credit Facility, an administrative agent fee per annum equal to $0.1 million is payable in equal monthly installments in arrears.

As of May 31, 2022 and February 28, 2022, there were $25.0 million and $12.5 million outstanding under the Encina Credit Facility.

During the applicable periods, the Company was in compliance with all of the limitations and requirements of the Encina Credit Facility. Financing costs of $1.4 million related to the Encina Credit Facility have been capitalized and are being amortized over the term of the Encina Credit Facility.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.2 million and $0.2 million of interest expense related to the Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative agent fees. For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.1 million and $0.04 million of amortization of deferred financing costs related to the Encina Credit Facility and the Madison Credit Facility, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility was 4.86%, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was $20.0 million.

The Encina Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset) and the value of certain “eligible” loan assets included as part of the borrowing base. The Company will pay the lender a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility.

Our borrowing base under the Encina Credit Facility was $58.3 million subject to the Encina Credit Facility cap of $50.0 million at May 31, 2022. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, the May 31, 2022 borrowing base relies upon the valuations set forth in the Annual Report on Form 10-K for the period ended February 28, 2022. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC.

SBA Debentures

Our wholly owned SBIC subsidiaries are able to borrow funds from the SBA against regulatory capital (which generally approximates equity capital in respective SBIC) and is subject to customary regulatory requirements, including, but not limited to, a periodic examination by the SBA.

On August 14, 2019, the Company’s wholly owned subsidiary, SBIC II LP, received an SBIC license from the SBA. SBIC II LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA debentures. As a result of the 2016 omnibus spending bill signed into law in December 2015, the maximum amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding was increased from $225.0 million to $350.0 million, subject to SBA approval. With this license approval, Saratoga can grow its SBA relationship from $150.0 million to $325.0 million of committed capital.

As of May 31, 2022, we have funded SBIC LP and SBIC II LP with an aggregate total of equity capital of $75.0 million and $87.5 million, respectively, and have $217.0 million in SBA-guaranteed debentures outstanding, of which $86.0 million is held in SBIC LP and $131.0 million held in SBIC II LP. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current regulations limit the amount that SBIC LP and SBIC II LP may borrow to a maximum of $150.0 million and $175.0 million, respectively, which is up to twice its potential regulatory capital.

SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to “smaller enterprises” as defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.

SBIC LP and SBIC II LP are subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that SBIC II LP will receive SBA-guaranteed debenture funding, which is dependent upon SBIC II LP continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to SBIC LP and SBIC II LP assets over our stockholders and debtholders in the event we liquidate SBIC LP and SBIC II LP or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC LP and SBIC II LP upon an event of default.

The Company received exemptive relief from the SEC to permit it to exclude the senior securities issued by SBIC subsidiaries from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement by permitting it to borrow up to $325.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, the independent directors of the Company approved of the Company becoming subject to a minimum asset coverage ratio of 150.0% from 200% under Sections 18(a)(1) and 18(a)(2) of the 1940 Act. The 150.0% asset coverage ratio became effective on April 16, 2019.

As noted above, as of May 31, 2022, there was $217.0 million of SBA debentures outstanding and as of February 28, 2022, there was $185.0 million of SBA debentures outstanding. The carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0 million and $4.9 million related to the SBA debentures issued by SBIC LP and SBIC II LP, respectively, have been capitalized and are being amortized over the term of the commitment and drawdown.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $1.4 million and $1.2 million of interest expense related to the SBA debentures, respectively. For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.2 million and $0.2 million of amortization of deferred financing costs related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended May 31, 2022 and May 31, 2021 on the outstanding borrowings of the SBA debentures was 2.58% and 2.93%, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of SBA debentures outstanding was $214.9 million and $158.4 million, respectively.

In December 2015, the 2016 omnibus spending bill approved by Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations previously limited the amount of SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million in regulatory capital but this has increased to $175.0 million for new licenses when it has at least $87.5 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have at least $175.0 million in combined regulatory capital.

Notes

In May 10, 2013, the Company issued $48.3 million in aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes were redeemed in full on January 13, 2017 and are no longer listed on the New York Stock Exchange (the “NYSE”).

On May 29, 2015, the Company entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. Inc. through which the Company may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725 2022 Notes with a principal of $13.5 million at an average price of $25.31 for aggregate net proceeds of $13.4 million (net of transaction costs).

On December 21, 2016, the Company issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $71.7 million after deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5 million. The net proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes (as described above), and for general corporate purposes in accordance with our investment objective and strategies.

On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount of the $74.5 million in aggregate principal amount of the issued and outstanding 2023 Notes. The 2023 Notes were listed on the NYSE under the trading symbol “SAB” with a par value of $25.00 per share, and have been delisted following the full redemption on February 7, 2020.

At February 29, 2020, the debt was extinguished. As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 2023 Notes resulted in a realized loss on the extinguishment of debt of $1.6 million.

On August 28, 2018, the Company issued $40.0 million in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.

On February 5, 2019, the Company issued an additional $20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. The net proceeds from this offering were used for general corporate purposes in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.

On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes. The 6.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAF”, and have been delisted following the full redemption on August 31, 2021.

At August 31, 2021, the debt was extinguished. As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 6.25% 2025 Notes resulted in a realized loss on the extinguishment of debt of $1.5 million.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.0 million and $0.9 million, respectively, of interest expense and $0.0 million and $0.1 million, respectively, of amortization of deferred financing costs related to the 6.25% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of 6.25% 2025 Notes outstanding was $0.00 million and $60.0 million, respectively.

On June 24, 2020, the Company issued $37.5 million in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its 7.25% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 7.25% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.25% per year, beginning August 31, 2020. The 7.25% 2025 Notes mature on June 30, 2025 and commencing June 24, 2022, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and are being amortized over the term of the 7.25% 2025 Notes.

As of May 31, 2022, the total 7.25% 2025 Notes outstanding was $43.1 million. The 7.25% 2025 Notes are listed on the NYSE under the trading symbol “SAK” with a par value of $25.00 per share.

As of May 31, 2022, the carrying amount and fair value of the 7.25% 2025 Notes was $43.1 million and $43.5 million, respectively. The fair value of the 7.25% 2025 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2022, the carrying amount and fair value of the 7.25% 2025 Notes was $43.1 million and $43.9 million, respectively.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.8 million and $0.8 million, respectively, of interest expense and $0.08 million and $0.08 million, respectively, of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of the 7.25% 2025 Notes outstanding was $43.1 million and $43.1 million respectively.

On July 9, 2020, the Company issued $5.0 million in aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% Notes 2025”) for net proceeds of $4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million. Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized over the term of the Notes.

As of May 31, 2022, the total 7.75% Notes 2025 outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and have a par value of $25.00 per share. As of February 28, 2022, there was $5.0 million outstanding of the 7.75% Notes 2025. The carrying amount of the amount outstanding of 7.75% Notes 2025 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.1 million and $0.1 million, respectively, of interest expense and $0.01 million and $0.02 million, respectively, of amortization of deferred financing costs related to the 7.75% Notes 2025. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of 7.75% Notes 2025 outstanding was $5.0 million and $5.0 million respectively.

On December 29, 2020, the Company issued $5.0 million in aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% Notes 2027”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in whole or in part at any time or from time to time at our option, on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.1 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027. The 6.25% Notes 2027 are not listed and have a par value of $25.00 per share.

On January 28, 2021, the Company issued $10.0 million in aggregate principal amount of our 6.25% fixed rate notes due in 2027 (the “6.25% Notes 2027”) for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.0 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027.

As of May 31, 2022, the total 6.25% Notes 2027 outstanding was $15.0 million. The 6.25% Notes 2027 are not listed and have a par value of $25.00 per share. As of February 28, 2022, there was $15.0 million outstanding of the 6.25% Notes 2027. The carrying amount of the amount outstanding of 6.25% Notes 2027 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.2 million and $0.2 million, respectively, of interest expense and $0.02 million and $0.02 million, respectively, of amortization of deferred financing costs related to the 6.25% Notes 2027. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021 the average dollar amount of 6.25% Notes 2027 outstanding was $15.0 million and $15.0 million respectively.

On March 10, 2021, the Company issued $50.0 million in aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% Notes 2026”) for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.2 million. Interest on the 4.375% Notes 2026 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year, beginning August 28, 2021. The 4.375% Notes 2026 mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375% Notes 2026 have been capitalized and are being amortized over the term of the Notes.

On July 15, 2021, the Company issued an additional $125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and the offering expenses payable by the Company. The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $2.7 million have been capitalized and are being amortized over the term of the Notes.

As of May 31, 2022, the total 4.375% Notes 2026 outstanding was $175.0 million. The 4.375% Notes 2026 are not listed and are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As of February 28, 2022, there was $175.0 million outstanding of the 4.375% Notes 2026. The carrying amount of the amount outstanding of 4.375% Notes 2026 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $1.9 million and $0.5 million, respectively, of interest expense, $0.2 million and $0.1 million, respectively, of amortization of deferred financing costs and $0.05 million and $0.0 million, respectively, of amortization of premium on issuance of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of 4.375% Notes 2026 outstanding was $175.0 million and $50.0 million, respectively.

On January 19, 2022, the Company issued $75.0 million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% Notes 2027”) for net proceeds of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% Notes 2027, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.2 million. Interest on the 4.35% Notes 2027 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year, beginning August 28, 2022. The 4.35% Notes 2027 mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million related to the 4.35% Notes 2027 have been capitalized and are being amortized over the term of the Notes.

As of May 31, 2022, the total 4.35% Notes 2027 outstanding was $75.0 million. The 4.35% Notes 2027 are not listed and are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As of February 28, 2022, there was $75.0 million outstanding. The carrying amount of the amount outstanding of 4.35% Notes 2027 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.8 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 4.35% Notes 2027. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of 4.35% Notes 2027 outstanding was $75.0 million and $0.0 million, respectively.

On April 27, 2022, the Company issued $87.5 million in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the 6.00% 2027 Notes. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million. Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year, beginning August 31, 2022. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole or in part at any time or from time to time at our option. We expect to use the net proceeds from this offering to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and for general corporate purposes. We may use the net proceeds from this offering to redeem all of the outstanding 7.25% 2025 Notes, which are redeemable by us commencing June 24, 2022. Financing costs of $3.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with a par value of $25.00 per share.

As of May 31, 2022, the carrying amount and fair value of the 6.00% 2027 Notes was $97.5 million and $94.6 million, respectively. The fair value of the 6.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2022, the carrying amount and fair value of the 6.00% 2027 Notes was $0.0 million and $0.0 million, respectively.

For the three months ended May 31, 2022 and May 31, 2021, we recorded $0.5 million and $0.0 million, respectively, of interest expense and $0.06 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 6.00% Notes 2027. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of 6.00% Notes 2027 outstanding was $43.8 million and $0.0 million, respectively.

SENIOR SECURITIES

(dollar amounts in thousands, except per share data)

Class and Year (1)(2)	Total Amount Outstanding Exclusive of Treasury Securities(3)		Asset Coverage per Unit(4)		Involuntary Liquidating Preference per Share(5)		Average Market Value per Share(6)
	(in thousands)
Credit Facility with Encina Lender Finance, LLC
Fiscal year 2023 (as of May 31, 2022)	$	25,000	$	1,793		-		N/A
Fiscal year 2022 (as of February 28, 2022)	$	12,500	$	2,093		-		N/A
Credit Facility with Madison Capital Funding(14)
Fiscal year 2021 (as of February 28, 2021)	$	-	$	3,471		-		N/A
Fiscal year 2020 (as of February 29, 2020)	$	-	$	6,071		-		N/A
Fiscal year 2019 (as of February 28, 2019)	$	-	$	2,345		-		N/A
Fiscal year 2018 (as of February 28, 2018)	$	-	$	2,930		-		N/A
Fiscal year 2017 (as of February 28, 2017)	$	-	$	2,710		-		N/A
Fiscal year 2016 (as of February 29, 2016)	$	-	$	3,025		-		N/A
Fiscal year 2015 (as of February 28, 2015)	$	9,600	$	3,117		-		N/A
Fiscal year 2014 (as of February 28, 2014)	$	-	$	3,348		-		N/A
Fiscal year 2013 (as of February 28, 2013)	$	24,300	$	5,421		-		N/A
Fiscal year 2012 (as of February 29, 2012)	$	20,000	$	5,834		-		N/A
Fiscal year 2011 (as of February 28, 2011)	$	4,500	$	20,077		-		N/A
Fiscal year 2010 (as of February 28, 2010)	$	-	$	-		-		N/A
Fiscal year 2009 (as of February 28, 2009)	$	-	$	-		-		N/A
Fiscal year 2008 (as of February 29, 2008)	$	-	$	-		-		N/A
Fiscal year 2007 (as of February 28, 2007)	$	-	$	-		-		N/A
7.50% Notes due 2020(7)
Fiscal year 2017 (as of February 28, 2017)	$	-	$	-		-		N/A
Fiscal year 2016 (as of February 29, 2016)	$	61,793	$	3,025		-	$	25.24	⁽⁸⁾
Fiscal year 2015 (as of February 28, 2015)	$	48,300	$	3,117		-	$	25.46	⁽⁸⁾
Fiscal year 2014 (as of February 28, 2014)	$	48,300	$	3,348		-	$	25.18	⁽⁸⁾
Fiscal year 2013 (as of February 28, 2013)	$	-	$	-		-		N/A
Fiscal year 2012 (as of February 29, 2012)	$	-	$	-		-		N/A
Fiscal year 2011 (as of February 28, 2011)	$	-	$	-		-		N/A
Fiscal year 2010 (as of February 28, 2010)	$	-	$	-		-		N/A
Fiscal year 2009 (as of February 28, 2009)	$	-	$	-		-		N/A
Fiscal year 2008 (as of February 29, 2008)	$	-	$	-		-		N/A
Fiscal year 2007 (as of February 28, 2007)	$	-	$	-		-		N/A
6.75% Notes due 2023(9)
Fiscal year 2020 (as of February 29, 2020)	$	-	$	-		-		N/A
Fiscal year 2019 (as of February 28, 2019)	$	74,451	$	2,345		-	$	25.74	⁽¹⁰⁾
Fiscal year 2018 (as of February 28, 2018)	$	74,451	$	2,930		-	$	26.05	⁽¹⁰⁾
Fiscal year 2017 (as of February 28, 2017)	$	74,451	$	2,710		-	$	25.89	⁽¹⁰⁾
6.25% Notes due 2025(13)
Fiscal year 2022 (as of February 28, 2022)		-		-		-		N/A
Fiscal year 2021 (as of February 28, 2021)	$	60,000	$	3,471		-	$	24.24	⁽¹¹⁾
Fiscal year 2020 (as of February 29, 2020)	$	60,000	$	6,071		-	$	25.75	⁽¹¹⁾
Fiscal year 2019 (as of February 28, 2019)	$	60,000	$	2,345		-	$	24.97	⁽¹¹⁾
7.25% Notes due 2025
Fiscal year 2023 (as of May 31, 2022)	$	43,125	$	1,793		-	$	25.20	⁽¹¹⁾
Fiscal year 2022 (as of February 28, 2022)	$	43,125	$	2,093		-	$	25.46	⁽¹¹⁾
Fiscal year 2021 (as of February 28, 2021)	$	43,125	$	3,471		-	$	25.77	⁽¹¹⁾
7.75% Notes due 2025
Fiscal year 2023 (as of May 31, 2022)	$	5,000	$	1,793		-	$	25.00	⁽¹²⁾
Fiscal year 2022 (as of February 28, 2022)	$	5,000	$	2,093		-	$	25.00	⁽¹²⁾
Fiscal year 2021 (as of February 28, 2021)	$	5,000	$	3,471		-	$	25.00	⁽¹²⁾
4.375% Notes due 2026
Fiscal year 2023 (as of May 31, 2022)	$	175,000	$	1,793		-	$	25.00	⁽¹²⁾
Fiscal year 2022 (as of February 28, 2022)	$	175,000	$	2,093		-	$	25.00	⁽¹²⁾
4.35% Notes due 2027
Fiscal year 2023 (as of May 31, 2022)	$	75,000	$	1,793		-	$	25.00	⁽¹²⁾
Fiscal year 2022 (as of February 28, 2022)	$	75,000	$	2,093		-	$	25.00	⁽¹²⁾
6.25% Notes due 2027
Fiscal year 2023 (as of May 31, 2022)	$	15,000	$	1,793		-	$	25.00	⁽¹²⁾
Fiscal year 2022 (as of February 28, 2022)	$	15,000	$	2,093		-	$	25.00	⁽¹²⁾
Fiscal year 2021 (as of February 28, 2021)	$	15,000	$	3,471		-	$	25.00	⁽¹²⁾
6.00% Notes due 2027
Fiscal year 2023 (as of May 31, 2022)	$	97,500	$	1,793			$	24.73	⁽¹⁵⁾

(1)	We have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150% asset coverage ratio we are required to maintain under the 1940 Act.

(2)	This table does not include the senior securities of our predecessor entity, GSC Investment Corp., relating to a revolving securitized credit facility with Deutsche Bank, in light of the fact that the Company was under different management during the time that such credit facility was outstanding.

(3)	Total amount of senior securities outstanding at the end of the period presented.

(4)	Asset coverage per unit is the ratio of our total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness, calculated on a total basis.

(5)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities.

(6)	Not applicable for credit facility because not registered for public trading.

(7)	On January 13, 2017, the Company redeemed in full its 2020 Notes. The Company used a portion of the net proceeds from the 2023 Notes offering, which was completed in December 2016, to redeem the 2020 Notes in full.

(8)	Based on the average daily trading price of the 2020 Notes on the NYSE.

(9)	On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.45 million, respectively, in aggregate principal amount of the $74.45 million in aggregate principal amount of issued and outstanding 2023 Notes.

(10)	Based on the average daily trading price of the 2023 Notes on the NYSE.

(11)	Based on the average daily trading price of the 2025 Notes on the NYSE.

(12)	The carrying value of this unlisted security approximates its fair value, based on a waterfall analysis showing adequate collateral coverage.

(13)	On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes. The Company used a portion of the net proceeds from the 4.375% 2026 Notes offering, which was completed in July 2021, to redeem the 6.25% 2025 Notes in full.

(14)	On October 4, 2021, the Company repaid all remaining amounts outstanding under the Madison Credit Facility and the credit agreement relating to the Madison Credit Facility was terminated.

(15)	Based on the average daily trading price of the 2027 Notes on the NYSE.

Note 9. Commitments and Contingencies

Contractual Obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at May 31, 2022:

			Payment Due by Period
Long-Term Debt Obligations	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
	($ in thousands)
Revolving credit facility	$	25,000	$	-	$	25,000	$	-	$	-
SBA debentures		217,000		-		15,000		33,660		168,340
7.25% 2025 Notes		43,125		-		-		43,125		-
7.75% 2025 Notes		5,000		-		-		5,000		-
4.375% 2026 Notes		175,000		-		-		175,000		-
4.35% 2027 Notes		75,000		-		-		75,000		-
6.25% 2027 Notes		15,000		-		-		-		15,000
6.00% 2027 Notes		97,500		-		-		97,500		-
Total Long-Term Debt Obligations	$	652,625	$	-	$	40,000	$	429,285	$	183,340

Off-Balance Sheet Arrangements

As of May 31, 2022 and February 28, 2022, the Company’s off-balance sheet arrangements consisted of $96.0 million and $83.4 million, respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.

A summary of the unfunded commitments outstanding as of May 31, 2022 and February 28, 2022 is shown in the table below (dollars in thousands):

	May 31, 2022		February 28, 2022
At Company’s discretion
Artemis Wax	$	15,000	$	3,700
Ascend Software LLC		5,000		5,000
Axero Holdings		3,000		3,000
Davisware		2,000		2,000
Granite Comfort		5,000		-
JDXpert		5,000		-
Lee’s Famous Recipe Chicken		4,000		10,000
Netreo Holdings, LLC		1,500		4,000
Pepper Palace		3,000		3,000
Procrement Partners		2,800		2,800
Saratoga Senior Loan Fund I JV LLC		17,500		17,500
Sceptre Hospitality Resources		250		1,000
Book4Time, Inc.		-		2,000
Total		64,050		54,000

At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Ascend Software LLC		5,200		6,500
Axero Holdings		900		2,000
Axero Holdings - Revolver		500		500
Davisware, LLC		1,000		1,000
Exigo - DDTL		4,167		-
Exigo - Revolver		833		-
GDS Holdings US, Inc.		1,786		2,786
Granite Comfort		5,000		-
GoReact		500		2,500
JDXpert		1,000		-
Madison Logic - Revolver		1,084		1,084
New England Dental Partners		4,500		4,500
Pepper Palace - DDTL		2,000		2,000
Pepper Palace - Revolver		2,500		2,500
Zollege		1,000		1,000
Lee’s Famous Recipe Chicken		-		3,000
		31,970		29,370
Total	$	96,020	$	83,370

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of May 31, 2022, the Company had cash and cash equivalents of $94.9 million and $6.6 in available borrowings under the Encina Credit Facility.

Note 10. Directors Fees

The independent directors each receive an annual fee of $70,000. They also receive $3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $12,500 and the chairman of each other committee receives an annual fee of $6,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time of payment. No compensation is paid to directors who are “interested persons” of the Company (as such term is defined in Section 2(a)(19) of the 1940 Act). For the three months ended May 31, 2022 and May 31, 2021, we incurred $0.1 million and $0.09 million for directors’ fees and expenses, respectively. As of May 31, 2022, and February 28, 2022, $0.1 million and $0.07 million in directors’ fees and expenses were accrued and unpaid, respectively. As of May 31, 2022, we had not issued any common stock to our directors as compensation for their services.

Note 11. Stockholders’ Equity

On May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.

On March 20, 2007, the Company issued 95,995.5 and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.

On March 28, 2007, the Company completed its IPO of 725,000 shares of common stock, priced at $150.00 per share, before underwriting discounts and commissions. Total proceeds received from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0 million in offering costs, were $100.7 million.

On July 30, 2010, our Manager and its affiliates purchased 986,842 shares of common stock at $15.20 per share. Total proceeds received from this sale were $15.0 million.

On August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock outstanding.

On September 24, 2014, the Company announced the approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”). On October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January 8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January 15, 2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged at 600,000 shares of its common stock. On May 4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares of common stock. On January 5, 2021, our board of directors extended the Share Repurchase Plan for another year to January 15, 2022, leaving the number of shares unchanged at 1.3 million shares of common stock. On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year to January 15, 2023, leaving the number of shares unchanged at 1.3 million shares of common stock. As of May 31, 2022, the Company purchased 650,612 shares of common stock, at the average price of $20.86 for approximately $13.6 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2022 the Company purchased 142,177 shares of common stock, at the average price of $26.27 for approximately $3.8 million pursuant to the Share Repurchase Plan.

On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were also added to the agreement. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate net proceeds of $95.9 million (net of transaction costs).

On July 30, 2021, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (collectively the “Agents”), through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal for their account. As of May 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three months ended May 31, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.

On July 13, 2018, the Company issued 1,150,000 shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds, after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately $27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common stock, which was not exercised.

The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X (Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’ equity as shown in the tables below:

							Capital			Total
	Common Stock						in Excess			Distributable
	Shares			Amount			of Par Value			Earnings (Loss)			Net Assets
Balance at February 28, 2021		11,161,416		$	11,161		$	304,874,957		$	(700,348	)	$	304,185,770
Increase (Decrease) from Operations:
Net investment income		-			-			-			2,555,935			2,555,935
Net realized gain (loss) from investments		-			-			-			1,910,141			1,910,141
Net change in unrealized appreciation (depreciation) on investments		-			-			-			16,812,577			16,812,577
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(230,144	)		(230,144	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(4,799,405	)		(4,799,405	)
Capital Share Transactions:
Proceeds from issuance of common stock		-			-			-			-			-
Stock dividend distribution		38,580			39			914,063			-			914,102
Repurchases of common stock		(40,000	)		(40	)		(1,003,380	)		-			(1,003,420	)
Repurchase fees		-			-			(800	)		-			(800	)
Offering costs		-			-			-			-			-
Balance at May 31, 2021		11,159,995		$	11,160		$	304,784,840		$	15,548,756		$	320,344,756
Increase (Decrease) from Operations:
Net investment income		-			-			-			6,393,261			6,393,261
Net realized gain (loss) from investments		-			-			-			1,501,597			1,501,597
Income tax (provision) benefit from realized gain on investments		-			-			-			(448,883	)		(448,883	)
Realized losses on extinguishment of debt											(1,552,140	)		(1,552,140	)
Net change in unrealized appreciation (depreciation) on investments		-			-			-			3,376,540			3,376,540
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(1,328,711	)		(1,328,711	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(4,910,394	)		(4,910,394	)
Capital Share Transactions:
Proceeds from issuance of common stock		5,441			6			157,034			-			157,040
Stock dividend distribution		33,099			33			828,479			-			828,512
Repurchases of common stock		(9,623	)		(10	)		(248,713	)		-			(248,723	)
Repurchase fees		-			-			(192	)		-			(192	)
Offering costs		-			-			(817	)		-			(817	)
Balance at August 31, 2021		11,188,912		$	11,189		$	305,520,631		$	18,580,025		$	324,111,845

							Capital			Total
	Common Stock						in Excess			Distributable
	Shares			Amount			of Par Value			Earnings (Loss)			Net Assets
Increase (Decrease) from Operations:
Net investment income		-			-			-			5,196,635			5,196,635
Net realized gain (loss) from investments		-			-			-			9,916,925			9,916,925
Income tax (provision) benefit from realized gain on investments		-			-			-			(2,447,173	)		(2,447,173	)
Realized losses on extinguishment of debt											(764,123	)		(764,123	)
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(6,042,616	)		(6,042,616	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			2,480,465			2,480,465
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(5,889,329	)		(5,889,329	)
Capital Share Transactions:
Proceeds from issuance of common stock		520,076			520			15,163,259			-			15,163,779
Stock dividend distribution		38,016			38			1,017,625			-			1,017,663
Repurchases of common stock		-			-			-			-			-
Repurchase fees		-			-			-			-			-
Offering costs		-			-			(142,326	)		-			(142,326	)
Balance at November 30, 2021		11,747,004		$	11,747		$	321,559,189		$	21,030,809		$	342,601,745
Increase (Decrease) from Operations:
Net investment income		-			-			-			5,796,910			5,796,910
Net realized gain (loss) from investments		-			-			-			69,664			69,664
Income tax (provision) benefit from realized gain on investments		-			-			-			9,612			9,612
Realized losses on extinguishment of debt											(118,147	)		(118,147	)
Net change in unrealized appreciation (depreciation) on investments		-			-			-			2,873,561			2,873,561
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(226,702	)		(226,702	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(6,434,106	)		(6,434,106	)
Capital Share Transactions:
Proceeds from issuance of common stock		392,826			392			11,513,992			-			11,514,383
Stock dividend distribution		41,520			42			1,114,886			-			1,114,929
Repurchases of common stock		(50,000	)		(50	)		(1,292,843	)		-			(1,292,893	)
Repurchase fees								(1,000	)		-			(1,000	)
Offering costs								(127,433	)		-			(127,433	)
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles		-			-			(4,704,545	)		4,704,545			-
Balance at February 28, 2022		12,131,350		$	12,131		$	328,062,246		$	27,706,146		$	355,780,523
Increase (Decrease) from Operations:
Net investment income		-			-			-			7,976,222			7,976,222
Net realized gain (loss) from investments		-			-			-			162,509			162,509
Income tax (provision) benefit from realized gain on investments		-			-			-			69,250			69,250
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(9,333,449	)		(9,333,449	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(361,951	)		(361,951	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(6,428,817	)		(6,428,817	)
Capital Share Transactions:
Proceeds from issuance of common stock		-			-			-			-			-
Stock dividend distribution		42,825			43			1,108,637			-			1,108,680
Repurchases of common stock		(142,177	)		(142	)		(3,734,174	)		-			(3,734,316	)
Repurchase fees		-			-			(2,840	)		-			(2,840	)
Offering costs		-			-			-			-			-
Balance at May 31, 2022		12,031,998			12,032			325,433,869			19,789,910			345,235,811

Note 12. Earnings Per Share

In accordance with the provisions of FASB ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three months ended May 31, 2022 and May 31, 2021 (dollars in thousands except share and per share amounts):

	For the three months ended
Basic and Diluted	May 31, 2022			May 31, 2021
Net increase (decrease) in net assets resulting from operations	$	(1,487	)	$	21,049
Weighted average common shares outstanding		12,112,372			11,170,045
Weighted average earnings (loss) per common share	$	(0.12	)	$	1.88

Note 13. Dividend

On May 26, 2022, the Company declared a dividend of $0.53 per share payable on June 29, 2022, to common stockholders of record on June 14, 2022. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company's DRIP. Based on shareholder elections, the dividend consisted of approximately $5.1 million in cash and 48,590 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.40 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 17, 21, 22, 23, 24, 27, 28 and 29, 2022.

The following table summarizes dividends declared for the three months ended May 31, 2022 (dollars in thousands except per share amounts):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Amount*
May 26, 2022	June 14, 2022	June 29, 2022	$	0.53	$	6,370
Total dividends declared			$	0.53	$	6,370

*Total

amount is calculated based on the number of shares outstanding at the date of record.

The following table summarizes dividends declared for the three months ended May 31, 2021 (dollars in thousands except per share amounts):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Amount*
March 22, 2021	April 8, 2021	April 22, 2021	$	0.43	$	4,799
Total dividends declared			$	0.43	$	4,799

*	Total amount is calculated based on the number of shares outstanding at the date of record.

Note 14. Financial Highlights

The following is a schedule of financial highlights as of and for the three months ended May 31, 2022 and May 31, 2021:

Per share data	May 31, 2022			May 31, 2021
Net asset value at beginning of period	$	29.33		$	27.25
Net investment income(1)		0.66			0.23
Net realized and unrealized gain and losses on investments(1)		(0.78	)		1.65
Net increase in net assets resulting from operations		(0.12	)		1.88
Distributions declared from net investment income		(0.53	)		(0.43	)
Total distributions to stockholders		(0.53	)		(0.43	)
Issuance of common stock above net asset value (2)		-			-
Repurchases of common stock(3)		0.04			0.01
Dilution(4)		(0.02	)		(0.01	)
Net asset value at end of period	$	28.69		$	28.70
Net assets at end of period	$	345,235,811		$	320,344,756
Shares outstanding at end of period		12,031,998			11,159,995
Per share market value at end of period	$	26.57		$	25.55
Total return based on market value(5)(6)		(1.30	)%		12.71	%
Total return based on net asset value(5)(7)		(0.13	)%		7.24	%
Ratio/Supplemental data:
Ratio of net investment income to average net assets(8)		7.42	%		8.25	%
Expenses:
Ratio of operating expenses to average net assets(9)		6.49	%		5.92	%
Ratio of incentive management fees to average net assets(5)		(0.54	)%		1.69	%
Ratio of interest and debt financing expenses to average net assets(9)		7.77	%		5.51	%
Ratio of total expenses to average net assets(8)		13.73	%		13.12	%
Portfolio turnover rate(5)(10)		1.18	%		2.43	%
Asset coverage ratio per unit(11)		1,793			2,510
Average market value per unit
Revolving Credit Facility(12)		N/A			N/A
SBA Debentures Payable(12)		N/A			N/A
6.25% Notes Payable 2025(13)		N/A		$	25.58
7.25% Notes Payable 2025	$	25.42		$	26.61
7.75% Notes Payable 2025(12)		N/A			N/A
4.375% Notes Payable(12)		N/A			N/A
6.25% Notes Payable 2027(12)		N/A			N/A
6.00% Notes Payable 2027	$	24.70			N/A

(1)	Per share amounts are calculated using the weighted average shares outstanding during the period.

(2)	The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding during the period.

(3)	Represents the anti-dilutive impact on the net asset value per share (“NAV”) of the Company due to the repurchase of common shares. See Note 11, Stockholders’ Equity.

(4)	Represents the dilutive effect of issuing common stock below net asset value per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding impacts. See Note 13, Dividend.

(5)	Ratios are not annualized.

(6)	Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.

(7)	Total investment return is calculated assuming a purchase of common shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total investment return does not reflect brokerage commissions.

(8)	Ratios are annualized. Incentive management fees included within the ratio are not annualized.

(9)	Ratios are annualized.

(10)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value.

(11)	Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. Asset coverage ratio per unit does not include unfunded commitments. The inclusion of unfunded commitments in the calculation of the asset coverage ratio per unit would not cause us to be below the required amount of regulatory coverage.

(12)	The Revolving Credit Facility, SBA Debentures, 7.75% Notes Payable 2025, 4.375% Notes Payable and 6.25% Notes Payable are not registered for public trading.

(13)	On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes and, as a result of the full redemption, the 6.25% 2025 Notes are no longer listed on the NYSE.

Note 15. Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to the Company’s consolidated financial statements and disclosures in the consolidated financial statements except for the following:

On June 14, 2022, the Company caused notices to be issued to the holders of 7.25% 2025 Notes regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 7.25% 2025 Notes. The Company will redeem $43.125 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes on July 14, 2022 (the “Redemption Date”). The 7.25% 2025 Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Note about Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:

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our future operating results and the continued impact of coronavirus (“COVID-19”) pandemic thereon;

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the introduction, withdrawal, success and timing of business initiatives and strategies;

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changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of our assets;

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the impact of geopolitical conditions, including the ongoing conflict between Ukraine and Russia and its impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally, such as oil and natural gas;

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the relative and absolute investment performance and operations of our Manager;

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the impact of increased competition;

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our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments;

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the unfavorable resolution of any future legal proceedings;

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our business prospects and the operational and financial performance of our portfolio companies, including their ability to achieve our respective objectives as a result of the current COVID-19 pandemic and the effects of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business;

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the impact of investments that we expect to make and future acquisitions and divestitures;

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our contractual arrangements and relationships with third parties;

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the dependence of our future success on the general economy and its impact on the industries in which we invest and the impact of the COVID-19 pandemic thereon;

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the ability of our portfolio companies to achieve their objectives;

●

our expected financings and investments;

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our regulatory structure and tax treatment, including our ability to operate as a business development company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to qualify to be taxed as a regulated investment company (“RIC”);

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the adequacy of our cash resources and working capital;

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the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;

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the impact of interest rate volatility, including the decommissioning of LIBOR and the rising interest rate environment, on our results, particularly because we use leverage as part of our investment strategy;

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the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy;

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the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest;

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the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager;

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the impact of changes to tax legislation and, generally, our tax position;

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our ability to access capital and any future financings by us;

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the ability of our Manager to attract and retain highly talented professionals; and

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the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments and the impacts of the COVID-19 pandemic thereon.

The following statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

●

changes in laws and regulations, changes in political, economic, geopolitical or industry conditions, and changes in the interest rate environment, including with respect to the decommissioning of LIBOR and interest rate hikes by the U.S. Federal Reserve, or other conditions affecting the financial and capital markets, including with respect to changes resulting from or in response to, or potentially even the absence of changes as a result of, the impact of the COVID-19 pandemic;

●

the length and duration of the COVID-19 outbreak in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery, including with respect to the impact of travel restrictions, business closures and other restrictions on the ability of the Manager’s investment professionals to conduct in-person diligence on, and otherwise monitor, existing and future investments;

●

an economic downturn and the time period required for robust economic recovery therefrom, including from increasing inflation, a shifting interest rate environment, geopolitical events (including the war in Ukraine), and the ongoing impact of the COVID-19 pandemic, which may have a material impact on our portfolio companies’ results of operations and financial condition, which could lead to the loss of some or all of our investments in certain portfolio companies and have a material adverse effect on our results of operations and financial condition;

●

a contraction of available credit, an inability or unwillingness of our lenders to fund their commitments to us and/or an inability to access capital markets or additional sources of liquidity, including as a result of the impact and duration of the COVID-19 pandemic, could have a material adverse effect on our results of operations and financial condition and impair our lending and investment activities;

●

risks associated with possible disruption in our portfolio companies’ operations due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and

●

the risks, uncertainties and other factors we identify in “Risk Factors” in our most recent Annual Report on Form 10-K under Part I, Item 1A, in our quarterly reports on Form 10-Q, including this report, and in our other filings with the SEC that we make from time to time.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, 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. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

OVERVIEW

We are a Maryland corporation that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments. We invest primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle market companies, which we define as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50 million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current intention to do so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no more than 15.0% of its net assets. 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 Internal Revenue Code of 1986, as amended (the “Code”).

Corporate History

We commenced operations, at the time known as GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, as described below we engaged Saratoga Investment Advisors to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.

As a result of the event of default under a revolving securitized credit facility with Deutsche Bank we previously had in place, in December 2008 we engaged the investment banking firm of Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us. On April 14, 2010, GSC Investment Corp. entered into a stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates and an assignment, assumption and novation agreement with Saratoga Investment Advisors, pursuant to which GSC Investment Corp. assumed certain rights and obligations of Saratoga Investment Advisors under a debt commitment letter Saratoga Investment Advisors received from Madison Capital Funding LLC, which indicated Madison Capital Funding’s willingness to provide GSC Investment Corp. with a $40.0 million senior secured revolving credit facility, subject to the satisfaction of certain terms and conditions. In addition, GSC Investment Corp. and GSCP (NJ), L.P. entered into a termination and release agreement, to be effective as of the closing of the transaction contemplated by the stock purchase agreement, pursuant to which GSCP (NJ), L.P., among other things, agreed to waive any and all accrued and unpaid deferred incentive management fees up to and as of the closing of the transaction contemplated by the stock purchase agreement but continued to be entitled to receive the base management fees earned through the date of the closing of the transaction contemplated by the stock purchase agreement.

On July 30, 2010, the transactions contemplated by the stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates were completed, the private sale of 986,842 shares of our common stock for $15.0 million in aggregate purchase price to Saratoga Investment Advisors and certain of its affiliates closed, the Company entered into the Madison Credit Facility, and the Company began doing business as Saratoga Investment Corp.

We used the net proceeds from the private sale transaction and a portion of the funds available to us under the Madison Credit Facility to pay the full amount of principal and accrued interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank. The revolving securitized credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.

In January 2011, we registered for public resale of the 986,842 shares of our common stock issued to Saratoga Investment Advisors and certain of its affiliates.

On March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received an SBIC license from the Small Business Administration (“SBA”). On August 14, 2019, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA.

In May 2013, we issued $48.3 million in aggregate principal amount of our 7.50% fixed-rate unsecured notes due 2020 (the “2020 Notes”) for net proceeds of $46.1 million after deducting underwriting commissions of $1.9 million and offering costs of $0.3 million. The proceeds included the underwriters’ full exercise of their overallotment option. The 2020 Notes were listed on the New York Stock Exchange (“NYSE”) under the trading symbol “SAQ” with a par value of $25.00 per share. The 2020 Notes were redeemed in full on January 13, 2017 and are no longer listed on the NYSE.

On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. Inc. through which we may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725 2022 Notes with a principal of $13.5 million at an average price of $25.31 for aggregate net proceeds of $13.4 million (net of transaction costs).

On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $71.7 million after deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5 million. The issuance included the partial exercise of the underwriters’ option to purchase an additional $9.8 million in aggregate principal amount of 2023 Notes within 30 days. The 2023 Notes were listed on the NYSE under the trading symbol “SAB” with a par value of $25.00 per share. On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount of the $74.5 million in aggregate principal amount of the issued and outstanding 2023 Notes and are no longer listed on the NYSE.

On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were added to the equity ATM program. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate net proceeds of $95.9 million (net of transaction costs).

On August 28, 2018, the Company issued $40.0 million in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized were amortized over the term of the 6.25% 2025 Notes.

On February 5, 2019, the Company issued an additional $20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from this offering were used for general corporate purposes in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes. On August 31, 2021, the 6.25% 2025 Notes were redeemed and are no longer listed on the NYSE.

On December 14, 2018, the Company completed the third refinancing of the Saratoga CLO (the “2013-1 Reset CLO Notes”). This refinancing, among other things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. A non-call period of January 2020 was also added. In addition to and as part of the refinancing, the Saratoga CLO was also upsized from $300 million in assets to approximately $500 million. As part of this refinancing and upsizing, the Company invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $7.5 million in aggregate principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $4.5 million of Class F notes were repaid.

On August 14, 2019, our wholly owned subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. SBIC II LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA debentures.

On June 24, 2020, the Company issued $37.5 million in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its 7.25% unsecured notes due 2025. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 7.25% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.25% per year. The 7.25% 2025 Notes mature on June 30, 2025 and commencing June 24, 2022, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and are being amortized over the term of the 7.25% 2025 Notes. As of May 31, 2022, the total 7.25% 2025 Notes outstanding was $43.1 million. The 7.25% 2025 Notes are listed on the NYSE under the trading symbol “SAK” with a par value of $25.00 per share.

On July 9, 2020, the Company issued $5.0 million in aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% Notes 2025”) for net proceeds of $4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million. Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at our option, subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized over the term of the Notes. As of May 31, 2022, the total 7.25% 2025 Notes outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and has a par value of

$25.00 per share.

On December 29, 2020, the Company issued $5.0 million in aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% Notes 2027”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in whole or in part at any time or from time to time at our option on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.1 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per share.

On January 28, 2021, the Company issued $10.0 million in aggregate principal amount of our 6.25% fixed rate notes due in 2027 (the “Second 6.25% Notes 2027”) for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.0 million. Interest on the Second 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The Second 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the Second 6.25% Notes 2027 have been capitalized and are being amortized over the term of the Notes. The Second 6.25% 2027 Notes are unlisted and have a par value of $25.00 per share.

On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. A non-call period ending February 2022 was also added. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions.

On July 15, 2021, the Company issued an additional $125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and the offering expenses payable by the Company. The net proceeds from the offering were used redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate purposes in accordance with our investment objective and strategies. The Additional 4.375% 2026 Notes were treated as a single series with the existing 4.375% 2026 Notes under the indenture and had the same terms as the existing 4.375% 2026 Notes.

On July 30, 2021, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (the “Agents”), through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal for their account. As of May 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three months ended May 31, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.

The Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on the Company’s existing revolving credit facility with Madison Capital Funding, LLC were repaid and the facility terminated.

On October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.

As of May 31, 2022, the Company earned approximately $0.3 million of interest income related to SLF JV, which is included in interest income.

Recent COVID-19 Developments

We have been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic (including new variants of COVID-19) and its impact on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence and underwriting processes, and financial markets. Given the continued fluidity of the pandemic, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows at this time. Further, the operational and financial performance of the portfolio companies in which we make investments may be significantly impacted by COVID-19, which may in turn impact the valuation of our investments. We believe our portfolio companies have taken, and continue to take, immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related restrictions imposed by state and local governments and other private businesses, including developing liquidity plans supported by internal cash reserves, and shareholder support. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain disruptions, labor difficulties and shortages, commodity inflation and elements of economic and financial market instability in the United States and globally. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

Critical Accounting Policies and Use of Estimates

Basis of Presentation

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make certain estimates and assumptions affecting amounts reported in the Company’s consolidated financial statements. We have identified investment valuation, revenue recognition and the recognition of capital gains incentive fee expense as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies and estimates follows.

Investment Valuation

The Company accounts for its investments at fair value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from Saratoga Investment Advisors, the audit committee of our board of directors and a third party independent valuation firm. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.

We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

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Each investment is initially valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented and discussed with our senior management; and

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An independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga CLO and the Class F-2-R-3 Notes tranche of the Saratoga CLO every quarter.

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

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The audit committee of our board of directors reviews and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and

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Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.

Our investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and market comparables for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine the valuation for our investment in Saratoga CLO.

The SEC has adopted new Rule 2a-5 under the 1940 Act. This rule establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the new rule’s valuation requirements on or before the SEC’s compliance date in September 2022.

Revenue Recognition

Income Recognition

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums on investments.

Payment-in-Kind Interest

The Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal and interest when due.

Revenues

We generate revenue in the form of interest income and capital gains on the debt investments that we hold and capital gains, if any, on equity interests that we may acquire. We expect our debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest at either a fixed or floating rate. Interest on debt will be payable generally either quarterly or semi-annually. In some cases, our debt or preferred equity investments may provide for a portion or all of the interest to be PIK. To the extent interest is PIK, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance or investment management services and possibly consulting fees. Any such fees will be generated in connection with our investments and recognized as earned. We may also invest in preferred equity or common equity securities that pay dividends on a current basis.

On January 22, 2008, we entered into a collateral management agreement with Saratoga CLO, pursuant to which we act as its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016. On November 15, 2016, we completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October 2018.

On December 14, 2018, we completed a third refinancing and upsize of the Saratoga CLO. The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity date to January 2030. A non-call period of January 2020 was also added. Following this refinancing, the Saratoga CLO portfolio increased from approximately $300.0 million in aggregate principal amount to approximately $500.0 million of predominantly senior secured first lien term loans. In addition to refinancing its liabilities, we invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and $7.5 million in aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD LIBOR plus 10.00%, respectively. As part of this refinancing, we also redeemed our existing $4.5 million in aggregate amount of the Class F notes tranche at par and the $20.0 million CLO 2013-1 Warehouse Loan was repaid.

The Saratoga CLO remains effectively 100% owned and managed by Saratoga Investment Corp. We receive a base management fee of 0.10% per annum and a subordinated management fee of 0.40% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. Prior to the second refinancing and the issuance of the 2013-1 Amended CLO Notes, we received a base management fee of 0.25% per annum and a subordinated management fee of 0.25% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds.

Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.

Interest income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets (“ASC 325-40”), based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.

Expenses

Our primary operating expenses include the payment of investment advisory and management fees, professional fees, directors and officers insurance, fees paid to directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company (“independent directors”) and administrator expenses, including our allocable portion of our administrator’s overhead. Our investment advisory and management fees compensate our Manager for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions, including those relating to:

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organization;

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calculating our net asset value (including the cost and expenses of any independent valuation firm);

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expenses incurred by our Manager payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

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expenses incurred by our Manager payable for travel and due diligence on our prospective portfolio companies;

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interest payable on debt, if any, incurred to finance our investments;

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offerings of our common stock and other securities;

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investment advisory and management fees;

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fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments;

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transfer agent and custodial fees;

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federal and state registration fees;

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all costs of registration and listing our common stock on any securities exchange;

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federal, state and local taxes;

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independent directors’ fees and expenses;

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costs of preparing and filing reports or other documents required by governmental bodies (including the U.S. Securities and Exchange Commission (“SEC”) and the SBA);

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costs of any reports, proxy statements or other notices to common stockholders including printing costs;

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our fidelity bond, directors and officers errors and omissions liability insurance, and any other insurance premiums;

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direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

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administration fees and all other expenses incurred by us or, if applicable, the administrator in connection with administering our business (including payments under the Administration Agreement based upon our allocable portion of the administrator’s overhead in performing its obligations under an Administration Agreement, including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)).

Pursuant to the investment advisory and management agreement that we had with GSCP (NJ), L.P., our former investment adviser and administrator, we had agreed to pay GSCP (NJ), L.P. as investment adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters and an incentive fee.

The incentive fee had two parts:

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A fee, payable quarterly in arrears, equal to 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded the hurdle rate of 1.875%. Amounts received as a return of capital were not included in calculating this portion of the incentive fee. Since the hurdle rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted in an incentive fee.

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A fee, payable at the end of each fiscal year, equal to 20.0% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of capital gains incentive fees paid to the investment adviser through such date.

We deferred cash payment of any incentive fee otherwise earned by our former investment adviser if, during the then most recent four full fiscal quarters ending on or prior to the date such payment was to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less liabilities) (before taking into account any incentive fees payable during that period) was less than 7.5% of our net assets at the beginning of such period. These calculations were appropriately pro-rated for the first three fiscal quarters of operation and adjusted for any share issuances or repurchases during the applicable period. Such incentive fee would become payable on the next date on which such test had been satisfied for the most recent four full fiscal quarters or upon certain terminations of the investment advisory and management agreement. We commenced deferring cash payment of incentive fees during the quarterly period ended August 31, 2007 and continued to defer such payments through the quarterly period ended May 31, 2010. As of July 30, 2010, the date on which GSCP (NJ), L.P. ceased to be our investment adviser and administrator, we owed GSCP (NJ), L.P. $2.9 million in fees for services previously provided to us; of which $0.3 million has been paid by us. GSCP (NJ), L.P. agreed to waive payment by us of the remaining $2.6 million in connection with the consummation of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere in this Quarterly Report.

100

The terms of the investment advisory and management agreement with Saratoga Investment Advisors, our current investment adviser, are substantially similar to the terms of the investment advisory and management agreement we had entered into with GSCP (NJ), L.P., our former investment adviser, except for the following material distinctions in the fee terms:

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The capital gains portion of the incentive fee was reset with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be taken into account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisors will be entitled to 20.0% of net gains that arise after May 31, 2010. In addition, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007, and the gains were substantially outweighed by losses.

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Under the “catch up” provision, 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that exceeds 1.875% but is less than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors. This will enable Saratoga Investment Advisors to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga Investment Advisors will receive 20.0% of any additional net investment income. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P. only received 20.0% of the excess net investment income over 1.875%.

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We will no longer have deferral rights regarding incentive fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal quarters.

Capital Gains Incentive Fee

The Company records an expense accrual relating to the capital gains incentive fee payable by the Company to its Manager when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the Manager if the Company were to liquidate its investment portfolio at such time. The actual incentive fee payable to the Company’s Manager related to capital gains will be determined and payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and under the Encina Credit Facility. Many of these agreements (including the credit agreements relating to the Encina Credit Facility) include an alternative successor rate or language for choosing an alternative successor rate when LIBOR reference is no longer considered to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies to modify agreements to choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through December 31, 2022. Management does not believe this optional guidance has a material impact on the Company’s consolidated financial statements and disclosures.

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Portfolio and Investment Activity

Investment Portfolio Overview

	May 31, 2022		February 28, 2022
	($ in millions)
Number of investments(1)		103		94
Number of portfolio companies(2)		47		45
Average investment per portfolio company(2)	$	18.1	$	17.3
Average investment size(1)	$	8.5	$	8.4
Weighted average maturity(3)		2.9 yrs		2.9 yrs
Number of industries(5)		38		38
Non-performing or delinquent investments (fair value)	$	10.1	$	-
Fixed rate debt (% of interest earning portfolio)(3)	$	11.8(1.5%)	$	16.9(2.5%)
Fixed rate debt (weighted average current coupon)(3)		9.5%		10.0%
Floating rate debt (% of interest earning portfolio)(3)	$	757.1(98.5%)	$	671.2(97.5%)
Floating rate debt (weighted average current spread over LIBOR)(3)(4)		7.0%		7.1%

(1)	Excludes our investment in the subordinated notes of Saratoga CLO.
(2)	Excludes our investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests in the SLF JV.
(3)	Excludes our investment in the subordinated notes of Saratoga CLO and equity interests, as well as the unsecured notes and equity interests in the SLF JV.
(4)	Calculation uses either 1-month or 3-month LIBOR, depending on the contractual terms, and after factoring in any existing LIBOR floors.

(5)

Our investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests in the SLF JV are included in Structured Finance Securities industry.

During the three months ended May 31, 2022, we invested $97.2 million in new or existing portfolio companies and had $10.1 million in aggregate amount of exits and repayments resulting in net investment of $87.1 million for the period. During the three months ended May 31, 2021, we invested $119.2 million in new or existing portfolio companies and had $14.9 million in aggregate amount of exits and repayments resulting in net investment of $104.3 million for the period.

102

Portfolio Composition

Our portfolio composition at May 31, 2022 and February 28, 2022 at fair value was as follows:

	May 31, 2022						February 28, 2022
	Percentage of Total Portfolio			Weighted Average Current Yield			Percentage of Total Portfolio			Weighted Average Current Yield
First lien term loans		80.3	%		8.6	%		77.3	%		8.3	%
Second lien term loans		4.3			7.0			5.4			11.1
Unsecured term loans		1.8			9.7			1.9			9.7
Structured finance securities		3.7			8.0			4.7			10.5
Equity interests		9.9			-			10.7			-
Total		100.0	%		7.7	%		100.0	%		7.7	%

At May 31, 2022, our investment in the subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $24.1 million and constituted 2.7% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of May 31, 2022 and February 28, 2022, was composed of $647.3 million and $660.2 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans. In addition, as of May 31, 2022, we also own $9.4 million in aggregate principal of the F-2-R-3 Notes in the Saratoga CLO, which only rank senior to the subordinated notes.

This investment is subject to unique risks. (See Part 1. Item 1A. Risk Factors—“Our investment in Saratoga CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022).

We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at May 31, 2022, $593.2 million or 98.7% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow. At February 28, 2022, $630.3 million or 98.7% of the Saratoga CLO portfolio investments in terms of market value had a CMR color rating of green or yellow and four Saratoga CLO portfolio investments were in default with a fair value of $2.8 million. For more information relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

Saratoga Investment Advisors normally grades all of our investments using a credit and monitoring rating system (“CMR”). The CMR consists of a single component: a color rating. The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring risk. The color ratings are characterized as follows: (Green)—performing credit; (Yellow)—underperforming credit; (Red)—in principal payment default and/or expected loss of principal.

103

Portfolio CMR distribution

The CMR distribution for our investments at May 31, 2022 and February 28, 2022 was as follows:

Saratoga Investment Corp.

	May 31, 2022					February 28, 2022
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	743,116		83.1	%	$	690,672		84.5	%
Yellow		38,888		4.3			10,593		1.3
Red		-		0.0			-		0.0
N/A(1)		112,529		12.6			116,302		14.2
Total	$	894,533		100.0	%	$	817,567		100.0	%

(1)	Comprised of our investment in the subordinated notes of Saratoga CLO and equity interests.

The change in reserve from $0.0 million as of February 28, 2022 to $0.7 million as of May 31, 2022 was related to the non-accrual of interest income related to the Knowland Group.

The CMR distribution of Saratoga CLO investments at May 31, 2022 and February 28, 2022 was as follows:

Saratoga CLO

	May 31, 2022					February 28, 2022
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	568,023		94.5	%	$	595,324		93.2	%
Yellow		25,164		4.2			34,983		5.5
Red		7,739		1.3			8,622		1.3
N/A(1)		-		0.0			34		0.0
Total	$	600,926		100.0	%	$	638,963		100.0	%

(1)	Comprised of Saratoga CLO’s equity interests.

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Portfolio composition by industry grouping at fair value

The following table shows our portfolio composition by industry grouping at fair value at May 31, 2022 and February 28, 2022:

Saratoga Investment Corp.

	May 31, 2022					February 28, 2022
	Investments At Fair Value		Percentage of Total Portfolio			Investments At Fair Value		Percentage of Total Portfolio
	($ in thousands)
Healthcare Software	$	90,008		10.1	%	$	90,126		11.0	%
IT Services		82,743		9.1			80,804		9.9
Dental Practice Management Software		58,995		6.5			35,038		4.3
Real Estate Services		53,399		6.0			53,506		6.6
Consumer Services		44,522		5.0			38,234		4.7
Healthcare Services		38,237		4.3			42,054		5.1
Education Services		35,511		4.0			35,309		4.3
Education Software		35,864		4.0			33,656		4.1
HVAC Services and Sales		35,063		3.9			29,976		3.7
Structured Finance Securities(1)		33,493		3.7			38,030		4.7
Specialty Food Retailer		28,986		3.2			34,013		4.2
Marketing Orchestration Software		28,705		3.2			28,777		3.5
Sports Management		26,695		3.0			26,654		3.3
Direct Selling Software		25,998		2.9			-		-
Talent Acquisition Software		25,516		2.9			19,652		2.4
Restaurant		24,721		2.8			15,686		1.9
Financial Services		24,560		2.7			23,540		2.9
Hospitality/Hotel		22,000		2.5			19,925		2.4
Legal Software		21,194		2.4			7,425		0.9
Investment Fund		19,770		2.2			25,140		3.1
Mentoring Software		18,310		2.0			18,321		2.2
Marketing Services		17,131		1.9			17,327		2.1
Payroll Services		16,488		1.8			17,000		2.1
Employee Collaboration Software		11,524		1.3			10,000		1.2
Insurance Software		11,197		1.3			10,921		1.3
Non-profit Services		9,940		1.1			10,039		1.2
Waste Services		8,994		1.0			9,000		1.1
Industrial Products		8,683		1.0			8,427		1.0
Dental Practice Management		8,658		1.0			8,403		1.0
Financial Services Software		7,227		0.8			5,940		0.7
Field Service Management		6,925		0.8			6,981		0.9
Office Supplies		3,760		0.4			3,726		0.5
Corporate Education Software		3,448		0.4			3,306		0.4
Cyber Security		2,375		0.3			1,636		0.2
Staffing Services		2,060		0.2			1,912		0.2
Consumer Products		699		0.1			693		0.1
Healthcare Products Manufacturing		634		0.1			714		0.1
Facilities Maintenance		500		0.1			482		0.1
Healthcare Supply		-		-			5,194		0.6
Total	$	894,533		100.0	%	$	817,567		100.0	%

(1)	As of May 31, 2022 and February 28, 2022, comprised of our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in the SLF JV.

105

The following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at May 31, 2022 and February 28, 2022:

Saratoga CLO

	May 31, 2022					February 28, 2022
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Banking, Finance, Insurance & Real Estate	$	113,563		19.0	%	$	123,124		19.4	%
Services: Business		60,341		10.0			69,491		10.9
High Tech Industries		59,399		9.9			60,048		9.4
Services: Consumer		41,306		7.0			41,393		6.5
Healthcare & Pharmaceuticals		39,275		6.5			43,136		6.9
Telecommunications		25,150		4.3			27,058		4.2
Consumer goods: Durable		24,427		4.1			21,085		3.2
Automotive		23,881		4.0			24,207		3.7
Beverage, Food & Tobacco		20,957		3.4			22,086		3.4
Chemicals, Plastics, & Rubber		19,197		3.1			22,669		3.5
Media: Advertising, Printing & Publishing		18,541		3.1			19,660		3.1
Retail		17,997		2.9			16,050		2.5
Containers, Packaging & Glass		15,056		2.4			15,253		2.4
Hotel, Gaming & Leisure		14,748		2.5			16,572		2.6
Consumer goods: Non-durable		13,477		2.2			14,359		2.2
Aerospace & Defense		12,791		2.1			14,369		2.2
Media: Broadcasting & Subscription		12,258		2.0			11,539		1.8
Construction & Building		10,736		1.8			11,102		1.7
Capital Equipment		9,770		1.6			10,062		1.6
Media: Diversified & Production		8,732		1.5			9,203		1.4
Utilities: Oil & Gas		7,960		1.3			8,095		1.3
Metals & Mining		6,658		1.1			6,846		1.1
Forest Products & Paper		5,597		0.9			9,367		1.5
Transportation: Consumer		4,756		0.8			4,891		0.8
Wholesale		3,983		0.7			4,155		0.7
Transportation: Cargo		3,492		0.6			3,752		0.6
Energy: Electricity		3,409		0.6			3,660		0.6
Utilities: Electric		2,306		0.4			4,026		0.6
Environmental Industries		996		0.2			1,550		0.2
Energy: Oil & Gas		167		0.0			155		0.0
Total	$	600,926		100.0	%	$	638,963		100.0	%

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Portfolio composition by geographic location at fair value

The following table shows our portfolio composition by geographic location at fair value at May 31, 2022 and February 28, 2022. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

	May 31, 2022					February 28, 2022
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Southeast	$	267,304		29.9	%	$	257,199		31.5	%
West		213,499		23.9			183,643		22.5
Midwest		155,510		17.4			160,718		19.7
Southwest		103,875		11.6			62,475		7.6
Northeast		93,409		10.4			85,414		10.4
Northwest		2,375		0.3			1,636		0.2
Other(1)		58,561		6.5			66,482		8.1
Total	$	894,533		100.0	%	$	817,567		100.0	%

(1)	Comprised of our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in the SLF JV.

Results of operations

Operating results for the three months ended May 31, 2022 and May 31, 2021 was as follows:

	For the three months ended
	May 31, 2022			May 31, 2021
	($ in thousands)
Total investment income	$	18,679		$	16,816
Total operating expenses		10,703			14,260
Net investment income		7,976			2,556
Net realized gain (loss) from investments		163			1,910
Income tax (provision) benefit from realized gain on investments		69			-
Net change in unrealized appreciation (depreciation) on investments		(9,333	)		16,813
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		(362	)		(230	)
Net increase (decrease) in net assets resulting from operations	$	(1,487	)	$	21,049

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Investment income

The composition of our investment income for three months ended May 31, 2022 and May 31, 2021 was as follows:

	For the three months ended
	May 31, 2022		May 31, 2021
	($ in thousands)
Interest from investments	$	16,606	$	13,687
Interest from cash and cash equivalents		-		-
Management fee income		816		818
Dividend Income		300		399
Structuring and advisory fee income		853		1,302
Other income		104		610
Total investment income	$	18,679	$	16,816

For the three months ended May 31, 2022, total investment income increased $1.9 million, or 11.1%, to $18.7 million from $16.8 million for the three months ended May 31, 2021. Interest income from investments increased $2.9 million, or 21.3%, to $16.6 million for the three months ended May 31, 2022 from $13.7 million for the three months ended May 31, 2021. Interest income from investment increased due to the increase of $216.8 million, or 32.0%, in total investments at May 31, 2022 from $677.9 million at May 31, 2021, partially offset by (i) the reduction in LIBOR and interest spreads during this same period and (ii) the increase in equity positions that are not interest-bearing. At May 31, 2022, the weighted average current yield on investments was 7.7%, down from 8.6% at May 31, 2021, which partially offset the increase in interest income due to the increased investments.

For the three months ended May 31, 2022 and May 31, 2021, total PIK income was $0.2 million and $0.3 million, respectively.

Management fee income reflects the fee income received for managing the Saratoga CLO. For the three months ended May 31, 2022 and May 31, 2021, total management fee income was $0.8 million and $0.8 million, respectively.

For the three months ended May 31, 2022 and May 31, 2021, total dividend income was $0.3 million and $0.4 million, respectively. Dividends received is recorded in the consolidated statements of operations when earned, and the decrease primarily reflects dividend income received on various preferred equity investments last year that were not received this year.

For the three months ended May 31, 2022 and May 31, 2021, total structuring and advisory fee income was $0.9 million and $1.3 million, respectively. Structuring and advisory fee income represents fee income earned and received performing certain investment and advisory activities during the closing of new investments.

For the three months ended May 31, 2022 and May 31, 2021, other income was $0.1 million and $0.6 million, respectively. Other income includes origination fees and prepayment income fees and is recorded in the consolidated statements of operations when earned. The decrease was driven primarily by prepayment penalties earned from certain redemptions in the prior year that did not recur this year.

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Operating expenses

The composition of our operating expenses for the three months ended May 31, 2022 and May 31, 2021 was as follows:

	For the three months ended
	May 31, 2022			May 31, 2021
	($ in thousands)
Interest and debt financing expenses	$	6,872		$	4,341
Base management fees		3,802			2,759
Incentive management fees expense (benefit)		(1,903	)		5,263
Professional fees		417			507
Administrator expenses		750			694
Insurance		87			86
Directors fees and expenses		110			92
General & administrative and other expenses		667			491
Income tax expense (benefit)		(99	)		28
Total operating expenses	$	10,703		$	14,260

For the three months ended May 31, 2022, total operating expenses decreased $3.5 million, or 24.7%, compared to the three months ended May 31, 2021.

For the three months ended May 31, 2022, interest and debt financing expenses increased $2.5 million, or 58.3%, compared to the three months ended May 31, 2021. The increase is primarily attributable to an increase in average outstanding debt from $286.2 million for the three months ended May 31, 2021 to $591.3 million for the three months ended May 31, 2022, primarily reflecting (i) the issuance of the 4.375% 2026 Notes and the 4.35% 2027 Notes during the year ended February 28, 2022, and (ii) the issuance of the 6.00% 2027 Notes during the three months ended May 31, 2022.

For the three months ended May 31, 2022 and May 31, 2021, the weighted average interest rate on our outstanding indebtedness was 4.06% and 5.27%, respectively. The decrease in weighted average interest rate was primarily driven by the issuance of the lower-rate 4.375% 2026 Notes and 4.35% 2026 Notes, the redemption of the 6.25% 2025 Notes, and the issuance of lower cost SBA debentures over the past year.

As of May 31, 2022 and February 28, 2022, the SBA debentures represented 33.3% and 36.2% of overall debt, respectively.

For the three months ended May 31, 2022, base management fees increased $1.0 million, or 37.8%, from $2.8 million to $3.8 million compared to the three months ended May 31, 2021. The increase in base management fees results from the 25.8% increase in the average value of our total assets, less cash and cash equivalents, from $625.5 million for the three months ended May 31, 2021 to $862.0 million for the three months ended May 31, 2022.

For the three months ended May 31, 2022, incentive management fees decreased $7.1 million, or 135.5%, compared to the three months ended May 31, 2021. The incentive fee on income decreased from $1.6 million for the three months ended May 31, 2021 to $0.0 million for the three months ended May 31, 2022, reflecting the Company’s net investment income being below the hurdle based on net asset value for incentive fee purposes. The incentive fee on capital gains decreased from a $3.7 million expense for the three months ended May 31, 2021 to a $(1.8) million benefit for the three months ended May 31, 2022, both reflecting the incentive fee income on net unrealized appreciation and depreciation recognized during both these periods.

For the three months ended May 31, 2022, professional fees decreased $0.1 million, or 17.7%, compared to the three months ended May 31, 2021. This decrease primarily reflects optimization across accounting, legal and consulting fees in connection with an increase in our assets and the Company bringing certain services in-house.

For the three months ended May 31, 2021, administrator expenses increased $0.05 million, or 8.1%, compared to the three months ended May 31, 2021.

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As discussed above, the increase in interest and debt financing expenses for the three months ended May 31, 2022 compared to the three months ended May 31, 2021 is primarily attributable to an increase in the average dollar amount of outstanding debt. During the three months ended May 31, 2022 and May 31, 2021, the average borrowings outstanding under the Encina Credit Facility and the Madison Credit Facility was $20.0 million and $4.1 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Credit Facility was 4.86% and 6.37%, respectively. For the three months ended May 31, 2022 and May 31, 2021, the average borrowings outstanding of SBA debentures was $214.9 million and $158.4 million, respectively. For the three months ended May 31, 2022 and May 31, 2021, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.58% and 2.93%, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of our 6.25% fixed-rate 2025 Notes outstanding was $0.0 million and $60.0 million, respectively. During the three months ended May 31, 2022 and May 31, 2021, the weighted average dollar amount of our 7.25% fixed-rate 2025 Notes outstanding was $43.1 million and $43.1 million, respectively.

During the three months ended May 31, 2022 and May 31, 2021, the weighted average dollar amount of our 7.75% fixed-rate 2025 Notes outstanding was $5.0 million and $5.0 million, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of our 6.25% fixed-rate 2027 Notes outstanding was $15.0 million and $15.0 million, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of our 4.375% fixed-rate 2026 Notes outstanding was $175.0 million and $50.0 million, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of our 4.35% fixed-rate 2027 Notes outstanding was $75.0 million and $0.0 million, respectively. During the three months ended May 31, 2022 and May 31, 2021, the average dollar amount of our 6.00% fixed-rate 2027 Notes outstanding was $43.8 million and $0.0 million, respectively.

For the three months ended May 31, 2022 and May 31, 2021, there were income tax expense (benefits) of $(0.1) million and $0.03 million, respectively. This relates to net deferred federal and state income tax expense (benefit) with respect to operating gains and losses and income derived from equity investments held in the taxable blockers, as well as current federal and state income taxes on those operating gains and losses when realized.

Net realized gains (losses) on sales of investments

For the three months ended May 31, 2022, the Company had $10.1 million of sales, repayments, exits or restructurings resulting in $0.2 million of net realized gains.

Three Months ended May 31, 2022

Issuer	Asset Type	Gross Proceeds		Cost		Net Realized Gain (Loss)
Censis Technologies	Equity Interests	$	-	$	-	$	68,731
Texas Teachers of Tomorrow, LLC	Equity Interests		-		-		24,977
V Rental Holdings LLC	Equity Interests		-		-		68,800

The Company received escrow payments from the prior sales of its investments in Censis Technologies, Texas Teachers of Tomorrow, LLC and V Rental Holdings, LLC.

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For the three months ended May 31, 2021, the Company had $14.9 million of sales, repayments, exits or restructurings resulting in $1.9 million of net realized gains.

Three Months ended May 31, 2021

Issuer		Asset Type		Gross Proceeds				Cost				Net Realized Gain
V Rental Holdings LLC		Equity Interests		$	2,276,055			$	365,914			$	1,910,141

The $1.9 million of net realized gains was from the sales of the equity position in the Company’s V Rental Holdings LLC investment.

Net change in unrealized appreciation (depreciation) on investments

For the three months ended May 31, 2022, our investments had a net change in unrealized depreciation of $9.2 million versus a net change in unrealized appreciation of $16.8 million for the three months ended May 31, 2021. The most significant cumulative net change in unrealized appreciation (depreciation) for the three months ended May 31, 2022 were the following (dollars in thousands):

Three Months ended May 31, 2022
Issuer	Asset Type	Cost		Fair Value		Total Unrealized Appreciation (Depreciation)			YTD Change in Unrealized Appreciation (Depreciation)
PDDS Buyer, LLC	First Lien Term Loan & Equity Interests		50,787		58,995		8,208			3,113
Pepper Palace, Inc.	First Lien Term Loan & Equity Interests		34,458		28,986		(5,472	)		(4,954	)
Saratoga Senior Loan Fund I JV, LLC	Equity Interests		13,125		6,645		(6,480	)		(5,371	)
Saratoga Investment Corp. CLO 2013-1, Ltd.	Structured Finance Securities	$	30,974	$	24,118	$	(6,856	)	$	(3,238	)

The $4.3 million net change in unrealized appreciation in our investment in PDDS Buyer, LLC was primarily driven by overall strong company performance and a recent acquisition.

The $4.9 million net change in unrealized depreciation in our investment in Pepper Palace, Inc. was primarily driven by overall company performance.

The $5.3 million net change in unrealized depreciation in our investment in Saratoga Senior Loan Fund I JV, LLC was primarily driven by the decrease in market prices of the underlying CLO warehouse assets.

The $3.2 million net change in unrealized depreciation in our investment in Saratoga Investment Corp. CLO 2013-1, Ltd. was primarily driven by the increase in discount rates, impact of LIBOR changes and overall market conditions.

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The most significant cumulative net change in unrealized appreciation for the three months ended May 31, 2021 were the following (dollars in thousands):

Three Months ended May 31, 2021
Issuer	Asset Type	Cost		Fair Value		Total Unrealized Appreciation			YTD Change in Unrealized Appreciation
Saratoga Investment Corp. CLO 2013-1, Ltd.	Structured Finance Securities	$	33,412	$	35,546	$	2,134		$	4,531
Passageways, Inc.	First Lien Term Loan & Equity Interests		10,954		17,598		6,645			4,333
Netreo Holdings, LLC	First Lien Term Loan & Equity Interests		23,792		33,604		9,812			4,224
Schoox, Inc.	Equity Interests		1,050		3,108		2,058			2,058
GreyHeller LLC	First Lien Term Loan & Equity Interests		14,032		19,131		5,098			1,996
Top Gun Pressure Washing, LLC	First Lien Term Loan & Equity Interests		10,902		10,731		(171	)		896
Destiny Solutions Inc.	First Lien Term Loan & Equity Interests		45,709		47,395		1,686			659
V Rental Holdings LLC	Equity Interests		-		-		-			(1,843	)

The $4.5 million of unrealized appreciation in our investment in Saratoga Investment Corp. CLO 2013-1, Ltd. was primarily driven by improved market performance, combined with outperformance achieved from the assets in the CLO.

The $4.3 million net change in unrealized appreciation in our investment in Passageways, Inc. was primarily driven by growth, including a potential upcoming acquisition.

The $4.2 million net change in unrealized appreciation in our investment in Netreo Holdings, LLC was primarily driven by growth and improved financial performance.

The $2.1 million net change in unrealized appreciation in our investment in Schoox, Inc. was primarily driven by new customers and increased customer demand.

The $2.0 million net change in unrealized appreciation in our investment in GreyHeller LLC was primarily driven by improved financial performance.

The $0.9 million net change in unrealized appreciation in our investment in Top Gun Pressure Washing, LLC was primarily driven by improved financial performance.

The $0.7 million net change in unrealized appreciation in our investment in Destiny Solutions Inc. was primarily driven by improved financial performance and the potential of an upcoming acquisition.

The $1.8 million net change in unrealized depreciation in our investment in Village Realty Holdings, LLC was primarily driven by the sale of that investment, resulting in a reversal of previously recognized unrealized appreciation reclassified to realized gains.

Changes in net assets resulting from operations

For the three months ended May 31, 2022, we recorded a net decrease in net assets resulting from operations of $1.5 million. Based on 12,112,372 weighted average common shares outstanding as of May 31, 2022, our per share net decrease in net assets resulting from operations was $0.12 for the three months ended May 31, 2022. For the three months ended May 31, 2021, we recorded a net increase in net assets resulting from operations of $21.0 million. Based on 11,170,045 weighted average common shares outstanding as of May 31, 2021, our per share net increase in net assets resulting from operations was $1.88 for the three months ended May 31, 2021.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We intend to continue to generate cash primarily from cash flows from operations, including interest earned from our investments in debt in middle market companies, 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, the Encina Credit Facility, our continued access to the SBA debentures, future borrowings and future offerings of debt and equity securities.

Although we expect to fund the growth of our investment portfolio through the net proceeds from future equity offerings, including our dividend reinvestment plan (“DRIP”) and our equity ATM program, and issuances of senior securities or future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our plans to raise capital will be successful. In this regard, because our common stock has historically traded at a price below our current net asset value per share and we are limited in our ability to sell our common stock at a price below net asset value per share, we have been and may continue to be limited in our ability to raise equity capital.

In addition, we intend to distribute to our stockholders substantially all of our operating taxable income in order to satisfy the distribution requirement applicable to RICs under the Code. In satisfying this distribution requirement, in accordance with certain applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. We may rely on the revenue procedure in future periods to satisfy our RIC distribution requirement.

Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 200.0%, reduced to 150.0% effective April 16, 2019 following the approval received from the board of directors, including a majority of our independent directors, on April 16, 2018. This requirement limits the amount that we may borrow. Our asset coverage ratio, as defined in the 1940 Act, was 179.3% as of May 31, 2022 and 209.2% as of February 28, 2022. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and other debt-related markets, which may or may not be available on favorable terms, if at all.

Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies, to pay dividends or to repay borrowings. Also, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Due to the diverse capital sources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. As the impact of COVID-19 continues to evolve, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “Recent COVID-19 Developments” above, as well as with the notes of our consolidated financial statements.

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Madison Revolving Credit Facility

The senior secured revolving credit facility we entered into with Madison Capital Funding LLC (the “Madison Credit Facility”) on June 30, 2010, was most recently amended on September 3, 2021 and then fully repaid and terminated on October 4, 2021.

Encina Credit Facility

Below is a summary of the terms of the senior secured revolving credit facility we entered into with Encina Lender Finance, LLC on October 4, 2021.

Commitment. The Company entered into a senior secured revolving credit facility in the initial facility amount of $50.0 million (the “Facility Amount”). The Company has the ability to request an increase in the Facility Amount during the first two years following the closing date to up to $75.0 million. The commitment termination date is October 4, 2024.

Availability. The Company can draw up to the lesser of (i) the Facility Amount and (ii) the Borrowing Base. The Borrowing Base is an amount equal to (i) the difference of (A) the product of the applicable advance rate which varies from 50.0% to 75.0% depending on the type of loan asset (Defaulted Loans being excluded in that they carry an advance rate of 0%) and the value, determined in accordance with the Encina Credit Facility (the “Adjusted Borrowing Value”), of certain “eligible” loan assets pledged as security for the loan (the “Borrowing Base Value”) and (B) the Excess Concentration Amount, as calculated in accordance with the Encina Credit Facility, plus (ii) any amounts held in the Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of (a) the amount of any undrawn funding commitments the Company has under any loan asset and (b) the Unfunded Exposure Haircut Percentage, and less (iv) $100,000. Each loan asset held by the Company as of the date on which the Encina Credit Facility was closed was valued as of that date and each loan asset that the Company acquires after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price paid for such loan asset. Adjustments to the value of a loan asset will be made to reflect, among other things and under certain circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor, acceleration of the loan asset, and certain modifications to the terms of the loan asset.

The Encina Credit Facility contains limitations on the type of loan assets that are “eligible” to be included in the Borrowing Base and as to the concentration level of certain categories of loan assets in the Borrowing Base such as restrictions on geographic and industry concentrations, asset size and quality, payment frequency, status and terms, average life, and collateral interests. In addition, if an asset is to remain an “eligible” loan asset, the Company may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent of the administrative agent that will either result in subordination of the loan asset or be materially adverse to the lenders.

The Encina Credit Facility requires certain minimum drawn amounts. For the period beginning on the closing date and ended April 4, 2022, the minimum funding amount was $12.5 million. For the period beginning on April 5, 2022 through maturity, the minimum funding amount is the greater of $25.0 million and 50% of the Facility Amount in effect from time to time.

Collateral. The Encina Credit Facility is secured by assets of Saratoga Investment Funding II LLC (“SIF II”) and pledged to the lender under the credit facility. SIF II is a wholly owned special purpose entity formed by the Company for the purpose of entering into the Encina Credit Facility.

Interest Rate and Fees. Under the Encina Credit Facility, funds are borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 0.75%, plus an applicable margin of 4.00%. The Encina Credit Facility includes benchmark replacement provisions which permit the Administrative Agent and the Borrower to select a replacement rate upon the unavailability of LIBOR. In addition, the Company pays the lenders a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility for the duration of the term of the credit facility. Accrued interest and commitment fees are payable monthly in arrears. The Company was also obligated to pay certain other fees to the lenders in connection with the closing of the Encina Credit Facility.

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Collateral Tests. It is a condition precedent to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving effect to the proposed borrowings, not exceed the Borrowing Base (the “Borrowing Base Test”). In addition to satisfying the Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):

Interest Coverage Ratio. The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Encina Credit Facility, to accrued interest and commitment fees payable to the lenders under the Encina Credit Facility for the last 6 payment periods must equal at least 175.0%.

Overcollateralization Ratio. The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding borrowings under the Encina Credit Facility plus the Unfunded Exposure Amount must equal at least 200.0%.

The Encina Credit Facility also may require payment of outstanding borrowings or replacement of pledged loan assets upon the Company’s breach of its representation and warranty that pledged loan assets included in the Borrowing Base are “eligible” loan assets. Such ineligible collateral loans will be excluded from the calculation of the Borrowing Base and may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the collection account cash and eligible investments, (B) repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the Encina Credit Facility, or (D) pledge additional loan assets as collateral. Compliance with the Collateral Tests is also a condition to the discretionary sale of pledged loan assets by the Company.

Priority of Payments. The priority of payments provisions of the Encina Credit Facility require, after payment of specified fees and expenses, that collections of interest from the loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio would not otherwise be met.

Operating Expenses. The priority of payments provision of the Encina Credit Facility provides for the payment of certain operating expenses of the Company out of collections on interest and principal in accordance with the priority established in such provision. The operating expenses payable pursuant to the priority of payment provisions is limited to $200,000 per annum.

Covenants; Representations and Warranties; Events of Default. The Encina Credit Facility contains customary representations and warranties, affirmative covenants, negative covenants and events of default. The Encina Credit Facility does not contain grace periods for breach by the Company of any negative covenants or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness of the Company. Other events of default under the Encina Credit Facility include, among other things, the following:

failure of the Company to maintain an Interest Coverage Ratio of less than 175.0%;

failure of the Company to maintain an Overcollateralization Ratio of less than 200.0%;

the filing of certain ERISA or tax liens on assets of the Company or the Equityholder;

failure by Specified Holders to collectively, directly or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor, or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga Investment Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, Saratoga Investment Advisor;

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indictment or conviction of Saratoga Investment Advisors or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed to replace such key person within 30 days;

resignation, termination, disability or death of a “key person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’ daily activities, all without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed within 30 days.

Fees and Expenses. The Company paid certain fees and reimbursed Encina Lender Finance, LLC for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and expenses of lawyers, incurred by Encina Lender Finance, LLC in connection with the Encina Credit Facility and the carrying out of any and all acts contemplated thereunder up to and as of the date of closing. These amounts totaled $1.4 million.

As of May 31, 2022, we had $25.0 million outstanding borrowings under the Encina Credit Facility and $217.0 million of SBA- guaranteed debentures outstanding (which are discussed below).

SBA-guaranteed debentures

In addition, we, through two wholly owned subsidiaries, sought and obtained licenses from the SBA to operate an SBIC. In this regard, on March 28, 2012, our wholly owned subsidiary, Saratoga Investment Corp. SBIC LP, received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958 and on August 14, 2019, our wholly owned subsidiary, Saratoga Investment Corp. SBIC II LP, also received a license. SBICs are designated to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses.

The SBIC licenses allows our SBIC subsidiaries to obtain leverage by issuing SBA-guaranteed debentures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities.

SBA regulations previously limited the amount that our SBIC subsidiary may borrow to a maximum of $150.0 million when it has at least $75.0 million in regulatory capital, receives a capital commitment from the SBA and has been through an examination by the SBA subsequent to licensing. This maximum has been increased by SBA regulators for new licenses to $175.0 million of SBA debentures when it has at least $87.5 million in regulatory capital. SBIC II LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA-guaranteed debentures. The SBIC LP and SBIC II LP are regulated by the SBA. As a result of the 2016 omnibus spending bill signed into law in December 2015, the maximum amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding was increased from $225.0 million to $350.0 million, subject to SBA approval. Our wholly owned SBIC subsidiaries are able to borrow funds from the SBA against regulatory capital (which generally approximates equity capital in the respective SBIC) and is subject to customary regulatory requirements, including, but not limited to, a periodic examination by the SBA. With this license approval, Saratoga can grow its SBA relationship from $150.0 million to $325.0 million of committed capital.

We received exemptive relief from the SEC to permit us to exclude the senior securities issued by of our SBIC subsidiaries from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act. This allows us increased flexibility under the asset coverage requirement by permitting us to borrow up to $325.0 million more than we would otherwise be able to absent the receipt of this exemptive relief. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our independent directors approved of our becoming subject to a reduced minimum asset coverage ratio of 150.0% from 200% under Sections 18(a)(1) and 18(a)(2) of the 1940 Act. The 150% asset coverage ratio became effective on April 16, 2019.

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As of May 31, 2022, our SBIC LP subsidiary had $75.0 million in regulatory capital and $86.0 million in SBA-guaranteed debentures outstanding and our SBIC II LP subsidiary had $87.5 million in regulatory capital and $131.0 million in SBA-guaranteed debentures outstanding.

Unsecured notes

In May 2013, the Company issued $48.3 million in aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes were redeemed in full on January 13, 2017 and are no longer listed on the NYSE.

On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co Inc. through which we may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an ATM offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725 bonds with a principal of $13.5 million at an average price of $25.31 for aggregate net proceeds of $13.4 million (net of transaction costs).

On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 2023 Notes for net proceeds of $71.7 million after deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5 million. The net proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes (as described above), and for general corporate purposes in accordance with our investment objective and strategies. On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount of the $74.5 million in aggregate principal amount of the issued and outstanding 2023 Notes and are no longer listed on the NYSE.

On August 28, 2018, the Company issued $40.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.

On February 5, 2019, the Company issued an additional $20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from this offering were used for general corporate purposes in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.

On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes at par. The 6.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAF” with a par value of $25.00 per share and have been delisted following the full redemption on August 31, 2021.

On June 24, 2020, the Company issued $37.5 million in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its 7.25% unsecured notes due 2025. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 7.25% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.25% per year, beginning August 31, 2020. The 7.25% 2025 Notes mature on June 30, 2025 and commencing June 24, 2022, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and are being amortized over the term of the 7.25% 2025 Notes. The Company has received an investment grade private rating of “BBB+” from Egan-Jones Ratings Company, an independent, unaffiliated rating agency. The 7.25% 2025 Notes are listed on the NYSE under the trading symbol “SAK” with a par value of $25.00 per share.

At May 31, 2022, the total 7.25% 2025 Notes outstanding was $43.1 million.

On July 9, 2020, the Company issued $5.0 million in aggregate principal amount of our 7.75% fixed-rate Notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million. Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized over the term of the Notes. The 7.75% 2025 Notes are unlisted and have a par value of $25.00 per share.

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At May 31, 2022, the total 7.75% 2025 Notes outstanding was $5.0 million.

On January 28, 2021, the Company issued $10.0 million in aggregate principal amount of the 6.25% Notes 2027 for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.0 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027.

At May 31, 2022, the total 6.25% 2027 Notes outstanding was $15.0 million.

On March 10, 2021, the Company issued $50.0 million in aggregate principal amount of the 4.375% Notes 2026 for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.2 million. Interest on the 4.375% Notes 2026 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% Notes 2026 mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375% Notes 2026 have been capitalized and are being amortized over the term of the Notes.

On July 15, 2021, the Company issued an additional $125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and offering expenses of $0.2 million payable by the Company. The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate purposes in accordance with our investment objective and strategies. The Additional 4.375% 2026 Notes were treated as a single series with the existing 4.375% 2026 Notes under the indenture and had the same terms as the existing 4.375% 2026 Notes.

At May 31, 2022, the total 4.375% Notes 2027 outstanding was $175.0 million.

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At May 31, 2022 the total 4.35% Notes 2027 outstanding was $75.0 million.

On April 27, 2022, the Company issued $87.5 million in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% Notes 2027”) for net proceeds of $84.8 million after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of its 6.00% Notes 2027. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million. Interest on the 6.00% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year, beginning August 31, 2022. The 6.00% Notes 2027 mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole or in part at any time or from time to time at our option. We expect to use the net proceeds from this offering to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and for general corporate purposes. We may use the net proceeds from this offering to redeem all of the outstanding 7.25% 2025 Notes, which are redeemable by us commencing June 24, 2022. Financing costs of $3.0 million related to the 6.00% Notes 2027 have been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with a par value of $25.00 per share.

At May 31, 2022 the total 6.00% Notes 2027 outstanding was $97.5 million.

At May 31, 2022 and February 28, 2022, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts were as follows:

	May 31, 2022					February 28, 2022
	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	($ in thousands)
Cash and cash equivalents	$	94,939		9.5	%	$	47,258		5.4	%
Cash and cash equivalents, reserve accounts		6,550		0.7			5,613		0.6
First lien term loans		718,090		72.0			631,573		72.6
Second lien term loans		38,629		3.9			44,385		5.1
Unsecured term loans		15,910		1.6			38,030		4.4
Structured finance securities		33,493		3.4			15,931		1.8
Equity interests		88,411		8.9			87,648		10.1
Total	$	996,022		100.0	%	$	870,438		100.0	%

On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were added to the equity ATM program. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate net proceeds of $95.9 million (net of transaction costs).

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On September 24, 2014, the Company announced the approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”). On October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January 8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January 15, 2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged at 600,000 shares of its common stock. On May 4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares of common stock. On January 5, 2021, our board of directors extended the Shares Repurchase Plan for another year to January 15, 2022, leaving the number of shares unchanged at 1.3 million shares of common stock. On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year to January 15, 2023, leaving the number of shares unchanged at 1.3 million shares of common stock. As of May 31, 2022, the Company purchased 650,612 shares of common stock, at the average price of $20.86 for approximately $13.6 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2022, the Company purchased 142,177 shares of common stock, at the average price of $26.27 for approximately $3.8 million pursuant to the Share Repurchase Plan.

On February 24, 2022, the Company declared a dividend of $0.53 per share payable on March 28, 2022, to common stockholders of record on March 14, 2022. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 42,825 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.89 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 18, 21, 22, 23, 24, 25 and 28, 2022.

On November 30, 2021, the Company declared a dividend of $0.53 per share payable on January 19, 2022, to common stockholders of record on January 4, 2021. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 41,520 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $26.85 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 5, 6, 7, 10, 11, 12, 13, 14, 18 and 19, 2022.

On August 26, 2021, the Company declared a dividend of $0.52 per share payable on September 28, 2021, to common stockholders of record on September 14, 2021. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $4.9 million in cash and 38,016 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $26.76 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2021.

On May 27, 2021, the Company declared a dividend of $0.44 per share payable on June 29, 2021, to common stockholders of record on June 15, 2021. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $4.1 million in cash and 33,100 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.03 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 16, 17, 18, 21, 22, 23, 24, 25, 28 and 29, 2021.

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On March 22, 2021, the Company declared a dividend of $0.43 per share payable on April 22, 2021, to common stockholders of record on April 8, 2021. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $3.9 million in cash and 38,580 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.69 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 9,12, 13, 14, 15, 16, 19, 20, 21 and 22, 2021.

On January 5, 2021, our board of directors declared a dividend of $0.42 per share, which was paid on February 10, 2021, to common stockholders of record as of January 26, 2021. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 41,388 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.75 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 28, 29 and February 1, 2, 3, 4, 5, 8, 9 and 10, 2021.

On October 7, 2020, our board of directors declared a dividend of $0.41 per share, which was paid on November 10, 2020, to common stockholders of record as of October 26, 2020. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 45,706 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.63 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 28, 29, 30 and November 2, 3, 4, 5, 6, 9 and 10, 2020.

On July 7, 2020, the Company declared a dividend of $0.40 per share payable on August 12, 2020, to common stockholders of record on July 27, 2020. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $3.7 million in cash and 47,098 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.45 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 30, 31 and August 3, 4, 5, 6, 7, 10, 11 and 12, 2020.

On January 8, 2020, the Company declared a dividend of $0.56 per share, which was paid on February 6, 2020, to common stockholders of record on January 24, 2020. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $5.4 million in cash and 35,682 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.44 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 24, 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020.

On August 27, 2019, the Company declared a dividend of $0.56 per share, which was paid on September 26, 2019, to common stockholders of record on September 13, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $4.5 million in cash and 34,575 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.34 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019.

On May 28, 2019, our board of directors declared a dividend of $0.55 per share, which was paid on June 27, 2019, to common stockholders of record as of June 13, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 31,545 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.65 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019.

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On February 26, 2019, our board of directors declared a dividend of $0.54 per share, which was paid on March 28, 2019, to common stockholders of record as of March 14, 2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.5 million in cash and 31,240 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.36 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27 and 28, 2019.

On November 27, 2018, our board of directors declared a dividend of $0.53 per share, which was paid on January 2, 2019, to common stockholders of record on December 17, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,796 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.

On August 28, 2018, our board of directors declared a dividend of $0.52 per share, which was paid on September 27, 2018, to common stockholders of record as of September 17, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 25,862 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.35 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2018.

On May 30, 2018, our board of directors declared a dividend of $0.51 per share, which was paid on June 27, 2018, to common stockholders of record as of June 15, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018.

On February 26, 2018, our board of directors declared a dividend of $0.50 per share, which was paid on March 26, 2018, to common stockholders of record as of March 14, 2018. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.6 million in cash and 25,354 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $19.91 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 13, 14, 15, 16, 19, 20, 21, 22, 23 and 26, 2018.

On November 29, 2017, our board of directors declared a dividend of $0.49 per share, which was paid on December 27, 2017, to common stockholders of record on December 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.

On August 28, 2017, our board of directors declared a dividend of $0.48 per share, which was paid on September 26, 2017, to common stockholders of record on September 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.

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On May 30, 2017, our board of directors declared a dividend of $0.47 per share, which was paid on June 27, 2017, to common stockholders of record on June 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.

On February 28, 2017, our board of directors declared a dividend of $0.46 per share, which was paid on March 28, 2017, to common stockholders of record as of March 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.

On January 12, 2017, our board of directors declared a dividend of $0.45 per share, which was paid on February 9, 2017, to common stockholders of record as of January 31, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.25 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017.

On October 5, 2016, our board of directors declared a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record as of October 31, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.

On August 8, 2016, our board of directors declared a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders of record as of August 24, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.

On July 7, 2016, our board of directors declared a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record as of July 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.

On March 31, 2016, our board of directors declared a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record as of April 15, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.

On January 12, 2016, our board of directors declared a dividend of $0.40 per share, which was paid on February 29, 2016, to common stockholders of record as of February 1, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.

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On October 7, 2015, our board of directors declared a dividend of $0.36 per share, which was paid on November 30, 2015, to common stockholders of record as of November 2, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.

On July 8, 2015, our board of directors declared a dividend of $0.33 per share, which was paid on August 31, 2015, to common stockholders of record as of August 3, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.

On May 14, 2015, our board of directors declared a special dividend of $1.00 per share, which was paid on June 5, 2015, to common stockholders of record on as of May 26, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4 and 5, 2015.

On April 9, 2015, our board of directors declared a dividend of $0.27 per share, which was paid on May 29, 2015, to common stockholders of record as of May 4, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.78 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.

On September 24, 2014, our board of directors declared a dividend of $0.22 per share, which was paid on February 27, 2015, to common stockholders of record on February 2, 2015. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.

Also, on September 24, 2014, our board of directors declared a dividend of $0.18 per share, which was paid on November 28, 2014, to common stockholders of record on November 3, 2014. Shareholders had the option to receive payment of the dividend in cash or receive shares of common stock pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.

On October 30, 2013, our board of directors declared a dividend of $2.65 per share, which was paid on December 27, 2013, to common stockholders of record as of November 13, 2013. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.5 million or $0.53 per share. This dividend was declared in reliance on certain private letter rulings issued by the IRS concluding that a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.439 per share, which 95% of equaled the volume weighted average trading price per share of the common stock on December 11, 13, and 16, 2013.

On November 9, 2012, our board of directors declared a dividend of $4.25 per share, which was paid on December 31, 2012, to common stockholders of record as of November 20, 2012. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $3.3 million or $0.85 per share. Based on shareholder elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.

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On November 15, 2011, our board of directors declared a dividend of $3.00 per share, which was paid on December 30, 2011, to common stockholders of record as of November 25, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.0 million or $0.60 per share. Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.

On November 12, 2010, our board of directors declared a dividend of $4.40 per share to shareholders payable in cash or shares of our common stock, in accordance with the provisions of the IRS Revenue Procedure 2010-12, which allows a publicly-traded regulated investment company to satisfy its distribution requirements with a distribution paid partly in common stock provided that at least 10.0% of the distribution is payable in cash. The dividend was paid on December 29, 2010 to common shareholders of record on November 19, 2010. Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.

On November 13, 2009, our board of directors declared a dividend of $18.25 per share, which was paid on December 31, 2009, to common stockholders of record as of November 25, 2009. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $0.25 per share. Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872.5 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.

We cannot provide any assurance that these measures will provide sufficient sources of liquidity to support our operations and growth.

Our asset coverage ratio, as defined in the 1940 Act, was 179.3% as of May 31, 2022 and 209.3% as of February 28, 2022.

Subsequent Events

On June 14, 2022, the Company caused notices to be issued to the holders of the 7.25% 2025 Notes regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding 7.25% 2025. The Company will redeem $43.125 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes on July 14, 2022 (the “Redemption Date”). The 7.25% 2025 Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date.

Contractual obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at May 31, 2022:

			Payment Due by Period
Long-Term Debt Obligations	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
					($ in thousands)
Revolving credit facility	$	25,000	$	-	$	25,000	$	-	$	-
SBA debentures		217,000		-		15,000		33,660		168,340
7.25% 2025 Notes		43,125		-		-		43,125		-
7.75% 2025 Notes		5,000		-		-		5,000		-
4.375% 2026 Notes		175,000		-		-		175,000		-
4.35% 2027 Notes		75,000		-		-		75,000		-
6.25% 2027 Notes		15,000		-		-		-		15,000
6.00% 2027 Notes		97,500		-		-		97,500		-
Total Long-Term Debt Obligations	$	652,625	$	-	$	40,000	$	429,285	$	183,340

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Off-balance sheet arrangements

A summary of the unfunded commitments outstanding as of May 31, 2022 and February 28, 2022 is shown in the table below (dollars in thousands):

	May 31, 2022		February 28, 2022
At Company’s discretion
Artemis Wax	$	15,000	$	3,700
Ascend Software LLC		5,000		5,000
Axero Holdings		3,000		3,000
Davisware		2,000		2,000
Granite Comfort		5,000		-
JDXpert		5,000		-
Lee’s Famous Recipe Chicken		4,000		10,000
Netreo Holdings, LLC		1,500		4,000
Pepper Palace		3,000		3,000
Procrement Partners		2,800		2,800
Saratoga Senior Loan Fund I JV LLC		17,500		17,500
Sceptre Hospitality Resources		250		1,000
Book4Time, Inc.		-		2,000
Total		64,050		54,000

At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Ascend Software LLC		5,200		6,500
Axero Holdings		900		2,000
Axero Holdings - Revolver		500		500
Davisware, LLC		1,000		1,000
Exigo - DDTL		4,167		-
Exigo - Revolver		833		-
GDS Holdings US, Inc.		1,786		2,786
Granite Comfort		5,000		-
GoReact		500		2,500
JDXpert		1,000		-
Madison Logic - Revolver		1,084		1,084
New England Dental Partners		4,500		4,500
Pepper Palace - DDTL		2,000		2,000
Pepper Palace - Revolver		2,500		2,500
Zollege		1,000		1,000
Lee’s Famous Recipe Chicken		-		3,000
		31,970		29,370
Total	$	96,020	$	83,370

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of May 31, 2022, the Company had cash and cash equivalents of $94.9 million and $6.6 million in available borrowings under the Encina Credit Facility.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities contain elements of market risk. We consider our principal market risk to be the fluctuation in interest rates. Managing this risk is essential to our business. Accordingly, we have systems and procedures designed to identify and analyze our risks, to establish appropriate policies and thresholds and to continually monitor this risk and thresholds by means of administrative and information technology systems and other policies and processes. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of the securities held by us.

Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, including relative changes in different interest rates, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest-bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire leveraged loans, high yield bonds and other debt investments and the value of our investment portfolio.

Our investment income is affected by fluctuations in various interest rates, including LIBOR and the prime rate. Substantially all of our portfolio is, and we expect will continue to be, comprised of floating rate investments that utilize LIBOR. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. Our interest expense is affected by fluctuations in LIBOR only on our Encina Credit Facility. In addition, substantially all of our assets and our Encina Credit Facility have LIBOR transition language to include the use of an acceptable replacement rate, such as SOFR. At May 31, 2022, we had $627.6 million of borrowings outstanding. There were $25.0 million borrowings outstanding under the Encina Credit Facility as of May 31, 2022.

We have analyzed the potential impact of changes in interest rates on interest income from investments. Assuming that our investments as of May 31, 2022 were to remain constant for a full fiscal year and no actions were taken to alter the current interest rate terms, a hypothetical change of a 1.0% increase in interest rates would cause a corresponding increase of approximately $7.0 million to our interest income. Conversely, a hypothetical change of a 1.0% decrease in interest rates would cause a corresponding decrease of approximately $3.4 million to our interest income.

Changes in interest rates would have no impact to our current interest and debt financing expense, as all our borrowings, except for the Encina Credit Facility, are fixed rate.

Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the statements of assets and liabilities and other business developments that could magnify or diminish our sensitivity to interest rate changes, nor does it account for divergences in LIBOR and the commercial paper rate, which have historically moved in tandem but, in times of unusual credit dislocations, have experienced periods of divergence. Accordingly, no assurances can be given that actual results would not materially differ from the potential outcome simulated by this estimate.

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For further information, the following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of May 31, 2022.

							Increase			Increase (Decrease)
	Increase			(Increase)			(Decrease)			in Net
Basis	(Decrease)			Decrease			in Net			Investment
Point	in Interest			in Interest			Investment			Income
Change	Income			Expense			Income			per Share
	($ in thousands)
-100	$	(3,375	)	$	-		$	(3,375	)	$	(0.28	)
-50		(2,578	)		-			(2,578	)		(0.21	)
-25		(1,348	)		-			(1,348	)		(0.11	)
25		1,571			-			1,571			0.13
50		3,322			-			3,322			0.27
100		6,978			(86	)		6,892			0.57
200		14,697			(336	)		14,361			1.19
300		22,416			(586	)		21,830			1.80
400		30,136			(836	)		29,300			2.42

ITEM 4. CONTROLS AND PROCEDURES

(a)

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our chief executive officer and our chief financial officer have concluded that our current disclosure controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b)

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of Exchange Act) that occurred during the quarter ended May 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor our wholly owned subsidiaries, Saratoga Investment Funding LLC, Saratoga Investment Funding II, LLC, Saratoga Investment Corp. SBIC LP and Saratoga Investment Corp. SBIC II LP, are currently subject to any material legal proceedings.

Item 1A. Risk Factors

In addition to information set forth in this report, you should carefully consider the “Risk Factors” discussed in our most recent Annual Report on Form 10-K filed with the SEC, which could materially affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes during the three months ended May 31, 2022 to the risk factors discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended February 28, 2022. 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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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ITEM 6. EXHIBITS

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

EXHIBIT INDEX

Exhibit
Number		Description

3.1(a)		Articles of Incorporation of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).

3.1(b)		Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 3, 2010).

3.1(c)		Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 13, 2010).

3.2		Third Amended and Restated Bylaws of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 10-Q filed January 6, 2021)

4.1		Specimen certificate of Saratoga Investment Corp.’s common stock, par value $0.001 per share. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-169135, filed on September 1, 2010).

4.2		Registration Rights Agreement dated July 30, 2010 between GSC Investment Corp., GSC CDO III L.L.C., and the investors party thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).

4.3		Dividend Reinvestment Plan (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 24, 2014).

4.4		Form of Indenture by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Saratoga Investment Corp.’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-186323 filed April 30, 2013).

4.5		Form of Articles Supplementary Establishing and Fixing the Rights and Preferences of Preferred Stock (incorporated by reference to Saratoga Investment Corp.’s registration statement on Form N-2 Pre-Effective Amendment No. 1, File No. 333-196526, filed on December 5, 2014).

4.6		Fourth Supplemental Indenture between the Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 7.25% Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020).

4.7		Form of 7.25% Notes due 2025 (incorporated by reference to Exhibit 4.11 hereto).

4.8		Eighth Supplemental Indenture between the Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2026 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on March 10, 2021).

4.9		Ninth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on January 19, 2022).

4.10		Tenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 6.00% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on April 27, 2022).

4.11		Form of 4.375% Notes due 2026 (incorporated by reference to Exhibit 4.8 hereto).

4.12		Form of 4.375% Notes due 2027 (incorporated by reference to Exhibit 4.9 hereto).

4.13		Form of 6.00% Notes due 2027 (incorporated by reference to Exhibit 4.10 hereto).

10.1		Investment Advisory and Management Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).

10.2		Custodian Agreement dated March 21, 2007 between GSC Investment LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly period ended May 31, 2007).

10.3		Administration Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).

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10.4		Trademark License Agreement dated July 30, 2010 between Saratoga Investment Advisors, LLC and GSC Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010).

10.5		Form of Indemnification Agreement between Saratoga Investment Corp. and each officer and director of Saratoga Investment Corp. (incorporated by reference to Amendment No. 2 to Saratoga Investment Corp.’s Registration Statement on Form N-2 filed on January 12, 2007).

10.6		Amended and Restated Indenture, dated as of November 15, 2016, among Saratoga Investment Corp. CLO 2013-1, Ltd., Saratoga Investment Corp. CLO 2013-1, Inc. and U.S. Bank National Association. (incorporated by reference to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-216344, filed on February 28, 2017).

10.7		Amended and Restated Collateral Management Agreement, dated February 26, 2021, by and between Saratoga Investment Corp. and Saratoga Investment Corp. CLO 2013-1, Ltd. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March 4, 2021).

10.9		Credit and Security Agreement, dated as of October 4, 2021, by and among Saratoga Investment Funding II, LLC, Saratoga Investment Corp., as collateral manager and equityholder, the lenders party thereto, Encina Lender Finance, LLC, as administrative agent for the secured parties and the collateral agent, and U.S. Bank National Association, as collateral custodian for the secured parties thereto and as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).

10.10		Equity Pledge Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp. and Encina Lender Finance, LLC, as collateral agent for the secured parties thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).

10.11		Loan Sale and Contribution Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp., as seller, and Saratoga Investment Funding II LLC, as purchaser (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 7, 2021).

10.12		Saratoga Senior Loan Fund I JV LLC Limited Liability Company Agreement, dated October 26, 2021, by and between Saratoga Investment Corp. and TJHA JV I LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 27, 2021).

14		Code of Ethics of the Company adopted under Rule 17j-1 (incorporated by reference to Amendment No.7 to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007).

31.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1*		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.1350)

32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

Filed herewith

131

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	SARATOGA INVESTMENT CORP.

Date: July 6, 2022	By:	/s/ CHRISTIAN L. OBERBECK
		Christian L. Oberbeck
		Chief Executive Officer

	By:	/s/ HENRI J. STEENKAMP
		Henri J. Steenkamp
		Chief Financial Officer and Chief Compliance Officer

132

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Christian L. Oberbeck, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Saratoga Investment Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 6, 2022

	/s/ CHRISTIAN L. OBERBECK
	Christian L. Oberbeck
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Henri J. Steenkamp, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Saratoga Investment Corp.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 6, 2022

	/s/ HENRI J. STEENKAMP
	Name: Henri J. Steenkamp
	Chief Financial Officer and Chief Compliance Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the accompanying Quarterly Report of Saratoga Investment Corp. on Form 10-Q (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Christian L. Oberbeck, the Chief Executive Officer, certifies that, to the best of his knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Saratoga Investment Corp.

Date: July 6, 2022

	/s/ CHRISTIAN L. OBERBECK
	Christian L. Oberbeck
	Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Henri J. Steenkamp, the Chief Financial Officer, Chief Compliance Officer and Secretary of Saratoga Investment Corp. certifies that, to the best of his knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Saratoga Investment Corp.

Date: July 6, 2022

	/s/ HENRI J. STEENKAMP
	Name: Henri J. Steenkamp
	Chief Financial Officer and Chief Compliance Officer