UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the Quarterly Period
Ended
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
(Address of principal executive offices)
(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 | ||
| 8.00% Notes due 2027 | SAJ | The New York Stock Exchange | ||
8.125% Notes due 2027 | SAY | 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:
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).
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 | ☐ |
| ☒ | 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 January 9, 2023 was
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Saratoga Investment Corp.
Consolidated Statements of Assets and Liabilities
| November 30, 2022 | February 28, 2022 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-control/Non-affiliate investments (amortized cost of $ | $ | $ | ||||||
| Affiliate investments (amortized cost of $ | ||||||||
| Control investments (amortized cost of $ | ||||||||
| Total investments at fair value (amortized cost of $ | ||||||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents, reserve accounts | ||||||||
| Interest receivable (net of reserve of $ | ||||||||
| Due from affiliate (See Note 7) | ||||||||
| Management fee receivable | ||||||||
| Other assets | ||||||||
| Current tax receivable | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Revolving credit facility | $ | $ | ||||||
| Deferred debt financing costs, revolving credit facility | ( | ) | ( | ) | ||||
| SBA debentures payable | ||||||||
| Deferred debt financing costs, SBA debentures payable | ( | ) | ( | ) | ||||
| 7.00% Notes Payable 2025 | ||||||||
| Discount on | ( | ) | ||||||
| Deferred debt financing costs, | ( | ) | ||||||
| 7.25% Notes Payable 2025 | ||||||||
| Deferred debt financing costs, | ( | ) | ||||||
| 7.75% Notes Payable 2025 | ||||||||
| Deferred debt financing costs, | ( | ) | ( | ) | ||||
| 4.375% Notes Payable 2026 | ||||||||
| Premium on | ||||||||
| Deferred debt financing costs, | ( | ) | ( | ) | ||||
| 4.35% Notes Payable 2027 | ||||||||
| Discount on | ( | ) | ( | ) | ||||
| Deferred debt financing costs, | ( | ) | ( | ) | ||||
| 6.25% Notes Payable 2027 | ||||||||
| Deferred debt financing costs, | ( | ) | ( | ) | ||||
| 6.00% Notes Payable 2027 | ||||||||
| Discount on | ( | ) | ||||||
| Deferred debt financing costs, | ( | ) | ||||||
| 8.00% Notes Payable 2027 | ||||||||
| Deferred debt financing costs, | ( | ) | ||||||
| Base management and incentive fees payable | ||||||||
| Deferred tax liability | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Current income tax payable | ||||||||
| Interest and debt fees payable | ||||||||
| Directors fees payable | ||||||||
| Due to manager | ||||||||
| Excise tax payable | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (See Note 9) | ||||||||
| NET ASSETS | ||||||||
| Common stock, par value $ | ||||||||
| Capital in excess of par value | ||||||||
| Total distributable earnings | ||||||||
| Total net assets | ||||||||
| Total liabilities and net assets | $ | $ | ||||||
| NET ASSET VALUE PER SHARE | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
1
Saratoga Investment Corp.
Consolidated Statements of Operations
(unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Interest from investments | ||||||||||||||||
| Interest income: | ||||||||||||||||
| Non-control/Non-affiliate investments | $ | $ | $ | $ | ||||||||||||
| Affiliate investments | ||||||||||||||||
| Control investments | ||||||||||||||||
| Payment-in-kind interest income: | ||||||||||||||||
| Non-control/Non-affiliate investments | ||||||||||||||||
| Affiliate investments | ||||||||||||||||
| Control investments | ||||||||||||||||
| Total interest from investments | ||||||||||||||||
| Interest from cash and cash equivalents | ||||||||||||||||
| Management fee income | ||||||||||||||||
| Dividend Income | ||||||||||||||||
| Structuring and advisory fee income | ||||||||||||||||
| Other income | ||||||||||||||||
| Total investment income | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Interest and debt financing expenses | ||||||||||||||||
| Base management fees | ||||||||||||||||
| Incentive management fees expense | ||||||||||||||||
| Professional fees | ( | ) | ||||||||||||||
| Administrator expenses | ||||||||||||||||
| Insurance | ||||||||||||||||
| Directors fees and expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Income tax expense (benefit) | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ||||||||||||||||
| NET INVESTMENT INCOME | ||||||||||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||||||||||
| Net realized gain (loss) from investments: | ||||||||||||||||
| Non-control/Non-affiliate investments | ( | ) | ||||||||||||||
| Affiliate investments | ||||||||||||||||
| Control investments | ( | ) | ||||||||||||||
| Net realized gain (loss) from investments | ( | ) | ||||||||||||||
| Income tax (provision) benefit from realized gain on investments | ( | ) | ( | ) | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments: | ||||||||||||||||
| Non-control/Non-affiliate investments | ( | ) | ||||||||||||||
| Affiliate investments | ( | ) | ( | ) | ||||||||||||
| Control investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | ( | ) | ( | ) | ||||||||||||
| Net realized and unrealized gain (loss) on investments | ( | ) | ( | ) | ||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ( | ) | ||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
See accompanying notes to consolidated financial statements.
2
Saratoga Investment Corp.
Consolidated Statements of Changes in Net Assets
(unaudited)
| For the nine months ended | ||||||||
| November 30, 2022 | November 30, 2021 | |||||||
| INCREASE (DECREASE) FROM OPERATIONS: | ||||||||
| Net investment income | $ | $ | ||||||
| Net realized gain from investments | ||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||
| Income tax (provision) benefit from realized gain on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | ( | ) | ||||||
| Net increase (decrease) in net assets resulting from operations | ||||||||
| DECREASE FROM SHAREHOLDER DISTRIBUTIONS: | ||||||||
| Total distributions to shareholders | ( | ) | ( | ) | ||||
| Net decrease in net assets from shareholder distributions | ( | ) | ( | ) | ||||
| CAPITAL SHARE TRANSACTIONS: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Stock dividend distribution | ||||||||
| Repurchases of common stock | ( | ) | ( | ) | ||||
| Repurchase fees | ( | ) | ( | ) | ||||
| Offering costs | ( | ) | ||||||
| Net increase (decrease) in net assets from capital share transactions | ( | ) | ||||||
| Total increase (decrease) in net assets | ( | ) | ||||||
| Net assets at beginning of period | ||||||||
| Net assets at end of period | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
3
Saratoga Investment Corp.
Consolidated Statements of Cash Flows
(unaudited)
| For the nine months ended | ||||||||
| November 30, 2022 | November 30, 2021 | |||||||
| Operating activities | ||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | $ | ||||||
| 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 | ( |
) | ||||||
| Net accretion of discount on investments | ( |
) | ( |
) | ||||
| Amortization of deferred debt financing costs | ||||||||
| Realized losses on extinguishment of debt | ||||||||
| Income tax expense (benefit) | ( |
) | ||||||
| Net realized (gain) loss from investments | ( |
) | ( |
) | ||||
| Net change in unrealized (appreciation) depreciation on investments | ( |
) | ||||||
| Net change in provision for deferred taxes on unrealized appreciation (depreciation) on investments | ( |
) | ||||||
| Proceeds from sales and repayments of investments | ||||||||
| Purchases of investments | ( |
) | ( |
) | ||||
| (Increase) decrease in operating assets: | ||||||||
| Interest receivable | ( |
) | ( |
) | ||||
| Due from affiliate | ||||||||
| Management and incentive fee receivable | ( |
) | ( |
) | ||||
| Other assets | ( |
) | ||||||
| Deferred tax asset | ( |
) | - | |||||
| Increase (decrease) in operating liabilities: | ||||||||
| Base management and incentive fees payable | ( |
) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Tax receivable | - | |||||||
| Current tax payable | ( |
) | ||||||
| Interest and debt fees payable | ||||||||
| Directors fees payable | ( |
) | ||||||
| Excise tax payable | ( |
) | ( |
) | ||||
| Due to manager | ( |
) | ||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( |
) | ( |
) | ||||
| Financing activities | ||||||||
| Borrowings on debt | ||||||||
| Paydowns on debt | ( |
) | ( |
) | ||||
| Issuance of notes | ||||||||
| Repayments of notes | ( |
) | ( |
) | ||||
| Payments of deferred debt financing costs | ( |
) | ( |
) | ||||
| Discount on debt issuance, |
( |
) | ||||||
| Discount on debt issuance, |
( |
) | ||||||
| Premium on debt issuance, |
||||||||
| Proceeds from issuance of common stock | ||||||||
| Payments of cash dividends | ( |
) | ( |
) | ||||
| Repurchases of common stock | ( |
) | ( |
) | ||||
| Repurchases fees | ( |
) | ( |
) | ||||
| Payments of offering costs | ( |
) | ||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS | ( |
) | ||||||
| CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD | $ | $ | ||||||
| Supplemental information: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Cash paid for taxes | ||||||||
| Supplemental non-cash information: | ||||||||
| Payment-in-kind interest income and other adjustments to cost | ||||||||
| Net accretion of discount on investments | ||||||||
| Amortization of deferred debt financing costs | ||||||||
| Stock dividend distribution | ||||||||
See accompanying notes to consolidated financial statements.
4
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 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 - 231.7% (b) | ||||||||||||||||||||||
| Altvia MidCo, LLC. | Alternative Investment Management Software | First Lien Term Loan (3M USD TERM SOFR+ | $ | $ | % | |||||||||||||||||
| Altvia MidCo, LLC. (h) | Alternative Investment Management Software | Series A-1 Preferred Shares | $ | % | ||||||||||||||||||
| Total Alternative Investment Management Software | % | |||||||||||||||||||||
| Schoox, Inc. (h), (i) | Corporate Education Software | Series 1 Membership Interest | % | |||||||||||||||||||
| Total Corporate Education Software | % | |||||||||||||||||||||
| GreyHeller LLC (h) | Cyber Security | Common Stock | % | |||||||||||||||||||
| Total Cyber Security | % | |||||||||||||||||||||
| New England Dental Partners | Dental Practice Management | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| New England Dental Partners | Dental Practice Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Dental Practice Management | % | |||||||||||||||||||||
| Exigo, LLC (d) | Direct Selling Software | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Exigo, LLC (j) | Direct Selling Software | Delayed Draw Term Loan (1M USD LIBOR+ | $ | ( | ) | % | ||||||||||||||||
| Exigo, LLC (j) | Direct Selling Software | Revolving Credit Facility (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Exigo, LLC (h), (i) | Direct Selling Software | Common Units | % | |||||||||||||||||||
| Total Direct Selling Software | % | |||||||||||||||||||||
5
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| C2 Educational Systems (d) | Education Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| C2 Education Systems, Inc. (h) | Education Services | Series A-1 Preferred Stock | % | |||||||||||||||||||
| Zollege PBC | Education Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Zollege PBC (j) | Education Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Zollege PBC (h) | Education Services | Class A Units | % | |||||||||||||||||||
| Total Education Services | % | |||||||||||||||||||||
| Destiny Solutions Inc. (h), (i) | Education Software | Limited Partner Interests | % | |||||||||||||||||||
| GoReact | Education Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GoReact (j) | Education Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-2 Units | % | |||||||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-1 Units | % | |||||||||||||||||||
| Ready Education | Education Software | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Education Software | % | |||||||||||||||||||||
| TG Pressure Washing Holdings, LLC (h) | Facilities Maintenance | Preferred Equity | % | |||||||||||||||||||
| Total Facilities Maintenance | % | |||||||||||||||||||||
| Davisware, LLC | Field Service Management | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Davisware, LLC (j) | Field Service Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Field Service Management | % | |||||||||||||||||||||
6
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| B. Riley Financial, Inc. (a), (m) | Financial Services | Senior Unsecured Loan | $ | % | ||||||||||||||||||
| GDS Software Holdings, LLC | Financial Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GDS Software Holdings, LLC | Financial Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GDS Software Holdings, LLC (h) | Financial Services | Common Stock Class A Units | % | |||||||||||||||||||
| Total Financial Services | % | |||||||||||||||||||||
| Ascend Software, LLC | Financial Services Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Ascend Software, LLC (j) | Financial Services Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Financial Services Software | % | |||||||||||||||||||||
| Axiom Parent Holdings, LLC (h) | Healthcare Services | Common Stock Class A Units | % | |||||||||||||||||||
| ComForCare Health Care (d) | Healthcare Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Healthcare Services | % | |||||||||||||||||||||
7
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| HemaTerra Holding Company, LLC (d) | Healthcare Software | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| HemaTerra Holding Company, LLC | Healthcare Software | Delayed Draw Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| TRC HemaTerra, LLC (h) | Healthcare Software | Class D Membership Interests | % | |||||||||||||||||||
| Procurement Partners, LLC | Healthcare Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Procurement Partners, LLC | Healthcare Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Procurement Partners Holdings LLC (h) | Healthcare Software | Class A Units | % | |||||||||||||||||||
| Total Healthcare Software | % | |||||||||||||||||||||
| Roscoe Medical, Inc. (h) | Healthcare Supply | Common Stock | % | |||||||||||||||||||
| Total Healthcare Supply | % | |||||||||||||||||||||
| Book4Time, Inc. (a), (d) | Hospitality/Hotel | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Book4Time, Inc. (a) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Book4Time, Inc. (a), (h), (i) | Hospitality/Hotel | Class A Preferred Shares | % | |||||||||||||||||||
| Knowland Group, LLC (h), (k) | Hospitality/Hotel | Second Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Sceptre Hospitality Resources, LLC | Hospitality/Hotel | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Sceptre Hospitality Resources, LLC (j) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Hospitality/Hotel | % | |||||||||||||||||||||
8
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Granite Comfort, LP (d) | HVAC Services and Sales | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Granite Comfort, LP (j) | HVAC Services and Sales | Delayed Draw Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total HVAC Services and Sales | % | |||||||||||||||||||||
| Vector Controls Holding Co., LLC (d) | Industrial Products | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Vector Controls Holding Co., LLC (h) | Industrial Products | Warrants to Purchase Limited Liability Company Interests, Expires | % | |||||||||||||||||||
| Total Industrial Products | % | |||||||||||||||||||||
| Insurance Software | First Lien Term Loan (1M USD BSBY+ | $ | % | |||||||||||||||||||
| Panther ParentCo LLC (h) | Insurance Software | Class A Units | % | |||||||||||||||||||
| Total Insurance Software | % | |||||||||||||||||||||
| LogicMonitor, Inc. (d) | IT Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total IT Services | % | |||||||||||||||||||||
| ActiveProspect, Inc. (d) | Lead Management Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| ActiveProspect, Inc. (j) | Lead Management Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Lead Management Software | % | |||||||||||||||||||||
9
| Company(1) | Industry | Investment Interest
Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Centerbase, LLC | Legal Software | First Lien Term Loan (1M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Legal Software | % | |||||||||||||||||||||
| Madison Logic, Inc. (d) | Marketing Orchestration Software | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Madison Logic, Inc. (j) | Marketing Orchestration Software | Revolving Credit Facility (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Marketing Orchestration Software | % | |||||||||||||||||||||
| ARC Health OpCo LLC (d) | Mental Healthcare Services | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| ARC Health OpCo LLC (d), (j) | Mental Healthcare Services | Delayed Draw Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| ARC Health OpCo LLC (h) | Mental Healthcare Services | Class A Preferred Shares | % | |||||||||||||||||||
| Total Mental Healthcare Services | % | |||||||||||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Chronus LLC (h) | Mentoring Software | Series A Preferred Stock | % | |||||||||||||||||||
| Total Mentoring Software | % | |||||||||||||||||||||
| Omatic Software, LLC | Non-profit Services | First Lien Term Loan (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Non-profit Services | % | |||||||||||||||||||||
10
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Office Supplies | Senior Secured Note (3M USD LIBOR+ | $ | % | |||||||||||||||||||
| Emily Street Enterprises, L.L.C. (h) | Office Supplies | Warrant Membership Interests Expires | % | |||||||||||||||||||
| Total Office Supplies | % | |||||||||||||||||||||
| Apex Holdings Software Technologies, LLC | Payroll Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Payroll Services | % | |||||||||||||||||||||
| Buildout, Inc. | Real Estate Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Buildout, Inc. | Real Estate Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Buildout, Inc. (h), (i) | Real Estate Services | Limited Partner Interests | % | |||||||||||||||||||
| Total Real Estate Services | % | |||||||||||||||||||||
| Wellspring Worldwide Inc. | Research Software | First Lien Term Loan (3M USD BSBY+ | $ | % | ||||||||||||||||||
| Archimedes Parent LLC (h) | Research Software | Class A Common Units | % | |||||||||||||||||||
| Total Research Software | % | |||||||||||||||||||||
| LFR Chicken LLC | Restaurant | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| LFR Chicken LLC (j) | Restaurant | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| LFR Chicken LLC (h) | Restaurant | Series B Preferred Units | % | |||||||||||||||||||
| TMAC Acquisition Co., LLC | Restaurant | Unsecured Term Loan | $ | % | ||||||||||||||||||
| Total Restaurant | % | |||||||||||||||||||||
11
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | %
of Net Assets | |||||||||||||||
| Pepper Palace, Inc. (d) | Specialty Food Retailer | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Specialty Food Retailer | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | |||||||||||||||||||
| Pepper Palace, Inc. (j) | Specialty Food Retailer | Revolving Credit Facility (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Pepper Palace, Inc. (h) | Specialty Food Retailer | Membership Interest | % | |||||||||||||||||||
| Total Specialty Food Retailer | % | |||||||||||||||||||||
| ArbiterSports, LLC (d) | Sports Management | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| ArbiterSports, LLC | Sports Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Sports Management | % | |||||||||||||||||||||
| Avionte Holdings, LLC (h) | Staffing Services | Class A Units | % | |||||||||||||||||||
| Total Staffing Services | % | |||||||||||||||||||||
| JDXpert | Talent Acquisition Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| JDXpert (j) | Talent Acquisition Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Jobvite, Inc. (d) | Talent Acquisition Software | First Lien Term Loan (6M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Talent Acquisition Software | % | |||||||||||||||||||||
| National Waste Partners (d) | Waste Services | Second Lien Term Loan | $ | % | ||||||||||||||||||
| Total Waste Services | % | |||||||||||||||||||||
| Sub Total Non-control/Non-affiliate investments | % | |||||||||||||||||||||
12
| Company(1) | Industry | Investment
Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Affiliate investments - 28.6% (b) | ||||||||||||||||||||||
| Artemis Wax Corp. (d), (f) | Consumer Services | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Artemis Wax Corp. (f) | Consumer Services | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Artemis Wax Corp. (f), (j) | Consumer Services | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Artemis Wax Corp. (f), (h) | Consumer Services | Series B-1 Preferred Stock | % | |||||||||||||||||||
| Artemis Wax Corp. (f), (h) | Consumer Services | Series C Preferred Stock | % | |||||||||||||||||||
| Total Consumer Services | % | |||||||||||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | Second Lien Term Loan | $ | % | ||||||||||||||||||
| ETU Holdings, Inc. (f), (h) | Corporate Education Software | Series A-1 Preferred Stock | % | |||||||||||||||||||
| Total Corporate Education Software | % | |||||||||||||||||||||
13
| 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+ | $ | % | ||||||||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axero Holdings, LLC (f), (j) | Employee Collaboration Software | Revolving Credit Facility (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series A Preferred Units | % | |||||||||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series B Preferred Units | % | |||||||||||||||||||
| Total Employee Collaboration Software | % | |||||||||||||||||||||
| Sub Total Affiliate investments | % | |||||||||||||||||||||
| Control investments - 32.2% (b) | ||||||||||||||||||||||
| Netreo Holdings, LLC (g) | IT Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Netreo Holdings, LLC (d), (g), (j) | IT Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Netreo Holdings, LLC (g), (h) | IT Services | Common Stock Class A Unit | % | |||||||||||||||||||
| Total IT Services | % | |||||||||||||||||||||
14
| Company(1) | Industry | Investment Interest
Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Structured Finance Securities | Other/Structured Finance Securities 0.00%, | $ | % | |||||||||||||||||||
| 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+ | $ | % | ||||||||||||||||||
| Saratoga Investment Corp Senior Loan Fund 2022-1 Ltd Class E Note (a), (g) | Structured Finance Securities | Other/Structured Finance Securities (3M USD TERM SOFR+ | $ | % | ||||||||||||||||||
| Total Structured Finance Securities | % | |||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | Investment Fund | Unsecured Loan | $ | % | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (h) | Investment Fund | Membership Interest | % | |||||||||||||||||||
| Total Investment Fund | % | |||||||||||||||||||||
| Sub Total Control investments | % | |||||||||||||||||||||
| Total Investments - | $ | $ | % | |||||||||||||||||||
15
| Number of Shares | Cost | Fair Value | %
of Net Assets | |||||||||||||
| Cash and cash equivalents and cash and cash equivalents, reserve accounts - 14.0% (b) | ||||||||||||||||
| U.S. Bank Money Market (l) | $ | $ | % | |||||||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | $ | % | |||||||||||||
(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 November 30, 2022, non-qualifying assets represent 8.6% 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 $335,763,600 as of November 30, 2022.
(c) Because there is no “readily available market quotations” (as defined in the 1940 Act) for these investments, except for B. Riley Financial, Inc., 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). B. Riley Financial, Inc.’s fair value is based on quoted prices in active markets, identical assets or liabilities that the Company has the ability to access. These investments have been included as Level 1 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 the Company’s 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 0.00% 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.
16
(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 nine months ended November 30, 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. | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Axero Holdings, LLC | ||||||||||||||||||||||||
| ETU Holdins, Inc. | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(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. In addition, we “control” Saratoga Investment Corp Senior Loan Fund 2022-1 Ltd. (“SLF 2022”) because SLF 2022 is a wholly owned subsidiary of Saratoga Senior Loan Fund I JV, LLC, of which we own more than 25% of the outstanding voting shares. Transactions during the nine months ended November 30, 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 | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | ( | ) | ||||||||||||||||||||||
| Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. | ( | ) | ||||||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | ( | ) | ||||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | ||||||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||
(h) Non-income producing at November 30, 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 November 30, 2022. (See Note 9 to the consolidated financial statements).
(k) As of November 30, 2022, the investment was on non-accrual status. The fair value of these investments was approximately $9.7 million, which represented 2.9% of the Company’s portfolio (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 November 30, 2022.
(m) The fair value of these investments are based on quoted prices in active markets, identical assets or liabilities that the Company has the ability to access. These investments have been included as Level 1 in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements).
BSBY - Bloomberg Short-Term Bank Yield
LIBOR - London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
1M USD BSBY - The 1 month USD BSBY rate as of November 30, 2022 was 3.97%.
3M USD BSBY - The 3 month USD BSBY rate as of November 30, 2022 was 4.59%.
1M USD LIBOR - The 1 month USD LIBOR rate as of November 30, 2022 was 4.14%.
3M USD LIBOR - The 3 month USD LIBOR rate as of November 30, 2022 was 4.78%.
1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of November 30, 2022 was 4.13%
3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of November 30, 2022 was 4.41%
6M USD TERM SOFR - The 6 month USD TERM SOFR rate as of November 30, 2022 was 4.70%
PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).
17
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 | $ | $ | % | |||||||||||||||||
| Total Consumer Products | % | |||||||||||||||||||||
| Schoox, Inc. (h), (i) | Corporate Education Software | Series 1 Membership Interest | % | |||||||||||||||||||
| Total Corporate Education Software | % | |||||||||||||||||||||
| GreyHeller LLC (h) | Cyber Security | Common Stock | % | |||||||||||||||||||
| Total Cyber Security | % | |||||||||||||||||||||
| New England Dental Partners | Dental Practice Management | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| New England Dental Partners (j) | Dental Practice Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Dental Practice Management | % | |||||||||||||||||||||
| PDDS Buyer, LLC (d) | Dental Practice Management Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| PDDS Buyer, LLC (h) | Dental Practice Management Software | Series A-1 Preferred Shares | % | |||||||||||||||||||
| Total Dental Practice Management Software | % | |||||||||||||||||||||
| C2 Educational Systems | Education Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| C2 Education Systems, Inc. (h) | Education Services | Series A-1 Preferred Stock | % | |||||||||||||||||||
| Zollege PBC | Education Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Zollege PBC (j) | Education Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Zollege PBC (h) | Education Services | Class A Units | % | |||||||||||||||||||
| Total Education Services | % | |||||||||||||||||||||
| Destiny Solutions Inc. (h), (i) | Education Software | Limited Partner Interests | % | |||||||||||||||||||
| Identity Automation Systems (d) | Education Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-2 Units | % | |||||||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-1 Units | % | |||||||||||||||||||
18
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| GoReact | Education Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GoReact (j) | Education Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Education Software | % | |||||||||||||||||||||
| TG Pressure Washing Holdings, LLC (h) | Facilities Maintenance | Preferred Equity | % | |||||||||||||||||||
| Total Facilities Maintenance | % | |||||||||||||||||||||
| Davisware, LLC | Field Service Management | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Davisware, LLC (j) | Field Service Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Field Service Management | % | |||||||||||||||||||||
| GDS Software Holdings, LLC | Financial Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GDS Software Holdings, LLC (j) | Financial Services | Delayed Draw Term loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| GDS Software Holdings, LLC (h) | Financial Services | Common Stock Class A Units | % | |||||||||||||||||||
| Total Financial Services | % | |||||||||||||||||||||
| Ascend Software, LLC | Financial Services Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Ascend Software, LLC (j) | Financial Services Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Financial Services Software | % | |||||||||||||||||||||
| Ohio Medical, LLC (h) | Healthcare Products Manufacturing | Common Stock | % | |||||||||||||||||||
| Total Healthcare Products Manufacturing | % | |||||||||||||||||||||
19
| 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 | % | |||||||||||||||||||
| Axiom Purchaser, Inc. (d) | Healthcare Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axiom Purchaser, Inc. (d) | Healthcare Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| ComForCare Health Care (d) | Healthcare Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Healthcare Services | % | |||||||||||||||||||||
| TRC HemaTerra, LLC (h) | Healthcare Software | Class D Membership Interests | % | |||||||||||||||||||
| HemaTerra Holding Company, LLC (d) | Healthcare Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| HemaTerra Holding Company, LLC (d) | Healthcare Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Procurement Partners, LLC | Healthcare Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Procurement Partners, LLC (j) | Healthcare Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Procurement Partners Holdings LLC (h) | Healthcare Software | Class A Units | % | |||||||||||||||||||
| Total Healthcare Software | % | |||||||||||||||||||||
| Roscoe Medical, Inc. (h) | Healthcare Supply | Common Stock | % | |||||||||||||||||||
| Roscoe Medical, Inc. | Healthcare Supply | Second Lien Term Loan | $ | % | ||||||||||||||||||
| Total Healthcare Supply | % | |||||||||||||||||||||
| Book4Time, Inc. (a), (d) | Hospitality/Hotel | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Book4Time, Inc. (a), (j) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Book4Time, Inc. (a), (h), (i) | Hospitality/Hotel | Class A Preferred Shares | $ | % | ||||||||||||||||||
| Knowland Group, LLC | Hospitality/Hotel | Second Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Sceptre Hospitality Resources, LLC | Hospitality/Hotel | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Sceptre Hospitality Resources, LLC (j) | Hospitality/Hotel | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Hospitality/Hotel | % | |||||||||||||||||||||
20
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | %
of Net Assets | |||||||||||||||
| Granite Comfort, LP | HVAC Services and Sales | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Granite Comfort, LP(j) | HVAC Services and Sales | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total HVAC Services and Sales | % | |||||||||||||||||||||
| AgencyBloc, LLC | Insurance Software | First Lien Term Loan (3M USD BSBY+ | $ | % | ||||||||||||||||||
| Panther ParentCo LLC (h) | Insurance Software | Class A Units | % | |||||||||||||||||||
| Total Insurance Software | % | |||||||||||||||||||||
| Vector Controls Holding Co., LLC (d) | Industrial Products | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Vector Controls Holding Co., LLC (h) | Industrial Products | Warrants to Purchase Limited Liability Company Interests, Expires | % | |||||||||||||||||||
| Total Industrial Products | % | |||||||||||||||||||||
| LogicMonitor, Inc. (d) | IT Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total IT Services | % | |||||||||||||||||||||
| Centerbase, LLC | Legal Software | First Lien Term Loan (Daialy USD SOFR+ | $ | % | ||||||||||||||||||
| Total Legal Software | % | |||||||||||||||||||||
| Madison Logic, Inc. | Marketing Orchestration Software | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Madison Logic, Inc. (j) | Marketing Orchestration Software | Revolving Credit Facility (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Marketing Orchestration Software | % | |||||||||||||||||||||
| inMotionNow, Inc. | Marketing Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| inMotionNow, Inc. (d) | Marketing Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Marketing Services | % | |||||||||||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Chronus LLC (h) | Mentoring Software | Series A Preferred Stock | % | |||||||||||||||||||
| Total Mentoring Software | % | |||||||||||||||||||||
21
| 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+ | $ | % | ||||||||||||||||||
| Total Non-profit Services | % | |||||||||||||||||||||
| Emily Street Enterprises, L.L.C. | Office Supplies | Senior Secured Note (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Emily Street Enterprises, L.L.C. (h) | Office Supplies | Warrant Membership Interests Expires | % | |||||||||||||||||||
| Total Office Supplies | % | |||||||||||||||||||||
| Apex Holdings Software Technologies, LLC | Payroll Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Payroll Services | % | |||||||||||||||||||||
| Buildout, Inc. | Real Estate Services | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Buildout, Inc. | Real Estate Services | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Buildout, Inc. (h), (i) | Real Estate Services | Limited Partner Interests | % | |||||||||||||||||||
| Total Real Estate Services | % | |||||||||||||||||||||
| LFR Chicken LLC | Restaurant | First Lien Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| LFR Chicken LLC (j) | Restaurant | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| LFR Chicken LLC (h) | Restaurant | Series B Preferred Units | % | |||||||||||||||||||
| TMAC Acquisition Co., LLC | Restaurant | Unsecured Term Loan | $ | % | ||||||||||||||||||
| Total Restaurant | % | |||||||||||||||||||||
| Pepper Palace, Inc. (d) | Specialty Food Retailer | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Pepper Palace, Inc. (j) | Specialty Food Retailer | Delayed Draw Term Loan (3M USD LIBOR+ | $ | ( | ) | % | ||||||||||||||||
| Pepper Palace, Inc. (j) | Specialty Food Retailer | Revolving Credit Facility (3M USD LIBOR+ | $ | ( | ) | % | ||||||||||||||||
| Pepper Palace, Inc. (h) | Specialty Food Retailer | Membership Interest | % | |||||||||||||||||||
| Total Specialty Food Retailer | % | |||||||||||||||||||||
22
| 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 | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| ArbiterSports, LLC (d) | Sports Management | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Sports Management | % | |||||||||||||||||||||
| Avionte Holdings, LLC (h) | Staffing Services | Class A Units | % | |||||||||||||||||||
| Total Staffing Services | % | |||||||||||||||||||||
| Jobvite, Inc. (d) | Talent Acquisition Software | Second Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Total Talent Acquisition Software | % | |||||||||||||||||||||
| National Waste Partners (d) | Waste Services | Second Lien Term Loan | $ | % | ||||||||||||||||||
| Total Waste Services | % | |||||||||||||||||||||
| Sub Total Non-control/Non-affiliate investments | % | |||||||||||||||||||||
| Affiliate investments - 13.5% (b) | ||||||||||||||||||||||
| Artemis Wax Corp. (f), (j) | Consumer Services | Delayed Draw Term Loan (1M USD LIBOR+ | $ | % | ||||||||||||||||||
| Artemis Wax Corp. (f), (h) | Consumer Services | Series B-1 Preferred Stock | % | |||||||||||||||||||
| Artemis Wax Corp. (f), (h) | Consumer Services | Series C Preferred Stock | % | |||||||||||||||||||
| Total Consumer Services | % | |||||||||||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | First Lien Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axero Holdings, LLC (f), (j) | Employee Collaboration Software | Delayed Draw Term Loan (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axero Holdigns, LLC (f), (j) | Employee Collaboration Software | Revolving Credit Facility (3M USD LIBOR+ | $ | % | ||||||||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series A Preferred Units | % | |||||||||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series B Preferred Units | % | |||||||||||||||||||
| Total Employee Collaboration Software | % | |||||||||||||||||||||
| Sub Total Affiliate investments | % | |||||||||||||||||||||
| Control investments - 28.3% (b) | ||||||||||||||||||||||
| Netreo Holdings, LLC (g) | IT Services | First Lien Term Loan (3M USD LIBOR + | $ | % | ||||||||||||||||||
| Netreo Holdings, LLC (d), (g), (j) | IT Services | Delayed Draw Term Loan (3M USD LIBOR + | $ | % | ||||||||||||||||||
| Netreo Holdings, LLC (g), (h) | IT Services | Common Stock Class A Unit | % | |||||||||||||||||||
| Total IT Services | % | |||||||||||||||||||||
23
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | %
of Net Assets | |||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g) | Structured Finance Securities | Other/Structured Finance Securities | $ | % | ||||||||||||||||||
| 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+ | $ | % | ||||||||||||||||||
| Total Structured Finance Securities | % | |||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | Investment Fund | Unsecured Loan | $ | % | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | Investment Fund | Membership Interest | % | |||||||||||||||||||
| Total Investment Fund | % | |||||||||||||||||||||
| Sub Total Control investments | % | |||||||||||||||||||||
| TOTAL INVESTMENTS - 229.2% (b) | $ | $ | % | |||||||||||||||||||
| 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) | $ | $ | % | |||||||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | $ | % | |||||||||||||
| (1) | |
| (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) | |
| (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 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. | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Axero Holdings, LLC | ||||||||||||||||||||||||
| GreyHeller, LLC | ( | ) | ( | ) | ||||||||||||||||||||
| Top Gun | ||||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||
24
| (g) | As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s or holding 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | ( | ) | ||||||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note | ( | ) | ( | ) | ||||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note | ( | ) | ( | ) | ||||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | ||||||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | ||||||||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | ( | ) | ||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| (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
25
SARATOGA INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 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, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s 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-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, 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. On September 29, 2022, our wholly owned subsidiary,
Saratoga Investment Corp. SBIC III LP (“SBIC III LP”), also received an SBIC license from the SBA. SBIC LP’s license provided
up to $
26
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 $
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 2022-1 Ltd. (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 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. On October 28, 2022, SLF 2022 issued $
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-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc. and SIA-VR, 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, SBIC II LP, and SBIC III 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, SBIC II LP, or SBIC III LP’s status as investment companies during the nine months ended November 30, 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
27
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 |
| ● | we were to hold securities in the investment company having an aggregate value in excess of |
| ● | we were to hold securities in investment companies having an aggregate value in excess of |
As of November 30, 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 Encina Credit Facility within SIF II, our wholly owned subsidiary. 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 Encina Credit Facility.
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 SBIC LP, SBIC II LP, and SBIC III LP, our wholly owned subsidiaries.
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:
| November
30, 2022 | November
30, 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents, reserve accounts | ||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | $ | ||||||
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
28
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.
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 our Manager, the audit committee of our board of directors and a third-party independent valuation firm.
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”), the Class F-2-R-3 Notes tranche of the Saratoga CLO, and the Class E Notes tranche of the SLF 2022 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.
29
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 (“NAV”), 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 NAV 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.
In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices. New Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards of directors, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While our board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
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 November 30,
2022, our investment in one portfolio company was on non-accrual status with a fair value of approximately $
30
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, SBIC II LP, and SBIC III 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.
31
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
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
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
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 November 30, 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.
32
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.
33
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. 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. |
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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 November 30, 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 | $ | $ | $ | $ | $ | |||||||||||||||
| Second lien term loans | ||||||||||||||||||||
| Unsecured term loans | ||||||||||||||||||||
| Structured finance securities | ||||||||||||||||||||
| Equity interests | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
| * | The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, 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 | $ | $ | $ | $ | $ | |||||||||||||||
| Second lien term loans | ||||||||||||||||||||
| Unsecured loans | ||||||||||||||||||||
| Structured finance securities | ||||||||||||||||||||
| Equity interests | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
| * | The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, 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 nine months ended November 30, 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Payment-in-kind and other adjustments to cost | - | ( | ) | ( | ) | |||||||||||||||||||
| Net accretion of discount on investments | ( | ) | - | |||||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Purchases | ||||||||||||||||||||||||
| Sales and repayments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net realized gain (loss) from investments | ||||||||||||||||||||||||
| Balance as of November 30, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 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 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
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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 nine months ended November 30, 2022.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Payment-in-kind and other adjustments to cost | ( | ) | ||||||||||||||||||||||
| Net accretion of discount on investments | ||||||||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ( | ) | ||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||
| Sales and repayments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net realized gain (loss) from investments | ( | ) | ||||||||||||||||||||||
| Balance as of November 30, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 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 | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||
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 nine months ended November 30, 2021.
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of November 30, 2022 were as follows (dollars in thousands):
| Fair Value | Valuation Technique | Unobservable Input | Range | Weighted Average* | ||||||||
| First lien term loans | $ | |||||||||||
| Second lien term loans | ||||||||||||
| Unsecured term loans | ||||||||||||
| Structured finance securities | ||||||||||||
| Equity interests | ||||||||||||
| Total | $ | |||||||||||
| * |
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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 | $ | |||||||||||
| Second lien term loans | ||||||||||||
| Unsecured term loans | ||||||||||||
| Structured finance securities | ||||||||||||
| Equity interests | ||||||||||||
| Total | $ | |||||||||||
| * |
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 November 30, 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 | $ | % | $ | % | ||||||||||||
| Second lien term loans | ||||||||||||||||
| Unsecured term loans | ||||||||||||||||
| Structured finance securities | ||||||||||||||||
| Equity interests | ||||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
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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 | $ | % | $ | % | ||||||||||||
| Second lien term loans | ||||||||||||||||
| Unsecured term loans | ||||||||||||||||
| Structured finance securities | ||||||||||||||||
| Equity interests | ||||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
For loans and debt securities for which market quotations are not readily 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 investments in Saratoga CLO and SLF 2022 are 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 and SLF 2022, 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 and SLF 2022. 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 and the SLF 2022 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 and SLF 2022 at November 30, 2022. The inputs at November 30, 2022 for the valuation model include:
| ● | Recovery rate: 35% – 70% |
| ● | Discount rate: 15.5% – 22% |
| ● | Prepayment rate: 20% |
| ● | Reinvestment rate / price: $97.00 for eighteen months; then 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
Hema Terra Holding Company, LLC
HemaTerra Holding Company, LLC 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.
38
Buildout, Inc.
Buildout, Inc. provides SaaS-based real estate marketing and customer relationship management software to commercial real estate 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.
Artemis Wax Corp.
Artemis Wax Corporation is a U.S. based retail aggregator of European Wax Center (“EWC”) franchise locations with a concentration in the northeast. Founded in 2004, EWC is the largest U.S. body waxing national chain with more than 800 locations across the country.
Note 4. Investment in 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
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 $
On
August 9, 2021, the Company exchanged its existing $
39
The
Saratoga CLO remains
For the three months ended November 30, 2022 and
November 30, 2021, we accrued management fee income of $
For the nine months ended November 30, 2022 and
November 30, 2021, we accrued management fee income of $
As of November 30, 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 $
As of February 28, 2022, the Company determined
that the fair value of its investment in the subordinated notes of Saratoga CLO was $
Below is certain financial information from the separate financial statements of Saratoga CLO as of November 30, 2022 (unaudited) and February 28, 2022 and for the three and nine months ended November 30, 2022 (unaudited) and November 30, 2021 (unaudited).
40
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Assets and Liabilities
| November 30, 2022 | February 28, 2022 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Loans at fair value (amortized cost of $ | $ | $ | ||||||
| Equities at fair value (amortized cost of $ | ||||||||
| Total investments at fair value (amortized cost of $ | ||||||||
| Cash and cash equivalents | ||||||||
| Receivable from open trades | ||||||||
| Interest receivable (net of reserve of $ | ||||||||
| Due from affiliate (See Note 7) | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Interest payable | $ | $ | ||||||
| Payable from open trades | ||||||||
| Accrued base management fee | ||||||||
| Accrued subordinated management fee | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Notes: | ||||||||
| Class A-1-R-3 Senior Secured Floating Rate Notes | ||||||||
| Class A-2-R-3 Senior Secured Floating Rate Notes | ||||||||
| Class B-FL-R-3 Senior Secured Floating Rate Notes | ||||||||
| Class B-FXD-R-3 Senior Secured Fixed Rate Notes | ||||||||
| Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes | ||||||||
| Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes | ||||||||
| Class D-R-3 Deferrable Mezzanine Floating Rate Notes | ||||||||
| Discount on Class D-R-3 Notes | ( | ) | ( | ) | ||||
| Class E-R-3 Deferrable Mezzanine Floating Rate Notes | ||||||||
| Discount on Class E-R-3 Notes | ( | ) | ( | ) | ||||
| Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes | ||||||||
| Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes | ||||||||
| Deferred debt financing costs | ( | ) | ( | ) | ||||
| Subordinated Notes | ||||||||
| Discount on Subordinated Notes | ( | ) | ( | ) | ||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| NET ASSETS | ||||||||
| Ordinary equity, par value $ | $ | $ | ||||||
| Total distributable earnings (loss) | ( | ) | ( | ) | ||||
| Total net assets | ( | ) | ( | ) | ||||
| Total liabilities and net assets | $ | $ | ||||||
See accompanying notes to financial statements.
41
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Operations
(unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Total interest from investments | $ | $ | $ | $ | ||||||||||||
| Interest from cash and cash equivalents | ||||||||||||||||
| Other income | ||||||||||||||||
| Total investment income | ||||||||||||||||
| EXPENSES | ||||||||||||||||
| Interest and debt financing expenses | ||||||||||||||||
| Base management fee | ||||||||||||||||
| Subordinated management fee | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Trustee expenses | ||||||||||||||||
| Other expense | ||||||||||||||||
| Total expenses | ||||||||||||||||
| NET INVESTMENT INCOME (LOSS) | ( | ) | ||||||||||||||
| REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||||||||||||||
| Net realized gain (loss) from investments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized and unrealized gain (loss) on investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
See accompanying notes to financial statements
42
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
November 30, 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 | | % | % | % | $ | $ | $ | |||||||||||||||||||||||||||
| 888 Acquisitions Limited | | % | % | % | ||||||||||||||||||||||||||||||
| ADMI Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| Adtalem Global Education Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Aegis Sciences Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Agiliti Health Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Agiliti Health Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| AHEAD DB Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| AI Convoy (Luxembourg) S.a.r.l. | | % | % | % | ||||||||||||||||||||||||||||||
| Air Canada | | % | % | % | ||||||||||||||||||||||||||||||
| AIS HoldCo, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Alchemy Copyrights, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Alchemy US Holdco 1, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| AlixPartners, LLP | | % | % | % | ||||||||||||||||||||||||||||||
| Alkermes, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Allen Media, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Alliant Holdings Intermediate, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Allied Universal Holdco LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Altisource Solutions S.a r.l. | | % | % | % | ||||||||||||||||||||||||||||||
| Altium Packaging LLC | | % | % | % | ||||||||||||||||||||||||||||||
| American Greetings Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| American Trailer World Corp | | % | % | % | ||||||||||||||||||||||||||||||
| AmWINS Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
43
| 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 | ||||||||||||||||||||||||
| Anastasia Parent LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Anchor Glass Container Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Anchor Packaging, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| ANI Pharmaceuticals, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| AP Core Holdings II LLC | | % | % | % | ||||||||||||||||||||||||||||||
| AP Core Holdings II LLC | | % | % | % | ||||||||||||||||||||||||||||||
| APEX GROUP TREASURY LIMITED | | % | % | % | ||||||||||||||||||||||||||||||
| APi Group DE, Inc. (J2 Acquisition) | | % | % | % | ||||||||||||||||||||||||||||||
| APLP Holdings Limited Partnership | | % | % | % | ||||||||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| AppLovin Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| AppLovin Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Aramark Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Aramark Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| ARC FALCON I INC. | | % | % | % | ||||||||||||||||||||||||||||||
| ARC FALCON I INC. (a) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Arches Buyer Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Aretec Group, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| ASP BLADE HOLDINGS, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Asplundh Tree Expert, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| AssuredPartners Capital, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Assuredpartners Inc. | | % | % | % | ||||||||||||||||||||||||||||||
44
| 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 Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| ASTRO ONE ACQUISITION CORPORATION | | % | % | % | ||||||||||||||||||||||||||||||
| Asurion, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Asurion, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| ATHENAHEALTH GROUP INC. | | % | % | % | ||||||||||||||||||||||||||||||
| ATHENAHEALTH GROUP INC. (a) | ( | ) | ||||||||||||||||||||||||||||||||
| Avaya, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Avaya, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Avison Young (Canada) Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Avison Young (Canada) Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | | % | % | % | ||||||||||||||||||||||||||||||
| AZURITY PHARMACEUTICALS, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| B&G Foods, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| B.C. Unlimited Liability Co (Burger King) | | % | % | % | ||||||||||||||||||||||||||||||
| BAKELITE UK INTERMEDIATE LTD. | | % | % | % | ||||||||||||||||||||||||||||||
| Baldwin Risk Partners, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Bausch Health Companies Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| BCPE Empire Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Belfor Holdings Inc. | | % | % | % | ||||||||||||||||||||||||||||||
45
| 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. | | % | % | % | ||||||||||||||||||||||||||||||
| Belron Finance US LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Bengal Debt Merger Sub LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Blucora, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Blue Tree Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Bombardier Recreational Products, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Boxer Parent Company, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Bracket Intermediate Holding Corp | | % | % | % | ||||||||||||||||||||||||||||||
| BrightSpring Health Services (Phoenix Guarantor) | | % | % | % | ||||||||||||||||||||||||||||||
| BroadStreet Partners, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Brookfield WEC Holdings Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| BROWN GROUP HOLDING, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Buckeye Partners, L.P. | | % | % | % | ||||||||||||||||||||||||||||||
| BW Gas & Convenience Holdings LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Callaway Golf Company | | % | % | % | ||||||||||||||||||||||||||||||
| Camping World, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CareerBuilder, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Casa Systems, Inc | | % | % | % | - | - | ||||||||||||||||||||||||||||
| Castle US Holding Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| CBI BUYER, INC. | | % | % | % | ||||||||||||||||||||||||||||||
46
| 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 | ||||||||||||||||||||||||
| CCC Intelligent Solutions Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CCI Buyer, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| CCRR Parent, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CCRR Parent, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CCS-CMGC Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CDK GLOBAL, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Cengage Learning, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CENTURI GROUP, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| CenturyLink, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Charlotte Buyer, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Chemours Company, (The) | | % | % | % | ||||||||||||||||||||||||||||||
| Churchill Downs Incorporated | | % | % | % | ||||||||||||||||||||||||||||||
| CIMPRESS PUBLIC LIMITED COMPANY | | % | % | % | ||||||||||||||||||||||||||||||
| CITADEL SECURITIES LP | | % | % | % | ||||||||||||||||||||||||||||||
| Clarios Global LP | | % | % | % | ||||||||||||||||||||||||||||||
| Claros Mortgage Trust, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| CLYDESDALE ACQUISITION HOLDINGS, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Cole Haan | | % | % | % | ||||||||||||||||||||||||||||||
| Columbus McKinnon Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Conduent, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Connect Finco SARL | | % | % | % | ||||||||||||||||||||||||||||||
| Consolidated Communications, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CORAL-US CO-BORROWER LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Corelogic, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
47
| 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 | ||||||||||||||||||||||||
| Cortes NP Acquisition Corp (Vertiv) | | % | % | % | ||||||||||||||||||||||||||||||
| COWEN INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Creative Artists Agency, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| CROCS INC | | % | % | % | ||||||||||||||||||||||||||||||
| Cross Financial Corp | | % | % | % | ||||||||||||||||||||||||||||||
| Crown Subsea Communications Holding, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | | % | % | % | ||||||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | | % | % | % | ||||||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | | % | % | % | ||||||||||||||||||||||||||||||
| CTS Midco, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Daseke Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Dave & Buster’s Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| DCert Buyer, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Delek US Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Delek US Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Delta 2 Lux Sarl | | % | % | % | ||||||||||||||||||||||||||||||
| DexKo Global, Inc. (Dragon Merger) | | % | % | % | ||||||||||||||||||||||||||||||
| DG Investment Intermediate Holdings 2, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Diamond Sports Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Diamond Sports Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
48
| 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 | ||||||||||||||||||||||||
| DIRECTV FINANCING, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| DISCOVERY PURCHASER CORPORATION | | % | % | % | ||||||||||||||||||||||||||||||
| Dispatch Acquisition Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| DOMTAR CORPORATION | | % | % | % | ||||||||||||||||||||||||||||||
| DOTDASH MEREDITH, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| DRI HOLDING INC. | | % | % | % | ||||||||||||||||||||||||||||||
| DRW Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| DTZ U.S. Borrower, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| EAB Global, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Echo Global Logistics, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Edelman Financial Group Inc., The | | % | % | % | ||||||||||||||||||||||||||||||
| Electrical Components Inter., Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| ELECTRON BIDCO INC. | | % | % | % | ||||||||||||||||||||||||||||||
| ELO Touch Solutions, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Embecta Corp | | % | % | % | ||||||||||||||||||||||||||||||
| Endo Luxembourg Finance Company I S.a.r.l. | | % | % | % | ||||||||||||||||||||||||||||||
| Endure Digital, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Envision Healthcare Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| EOS U.S. FINCO LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Equiniti Group PLC | | % | % | % | ||||||||||||||||||||||||||||||
| EyeCare Partners, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Finco I LLC | | % | % | % | ||||||||||||||||||||||||||||||
49
| 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 | ||||||||||||||||||||||||
| First Brands Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| First Eagle Investment Management | | % | % | % | ||||||||||||||||||||||||||||||
| First Student Bidco Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| First Student Bidco Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Fitness International, LLC (LA Fitness) | | % | % | % | ||||||||||||||||||||||||||||||
| Flutter Financing B.V. | | % | % | % | ||||||||||||||||||||||||||||||
| FOCUS FINANCIAL PARTNERS, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Franchise Group, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Franklin Square Holdings, L.P. | | % | % | % | ||||||||||||||||||||||||||||||
| Froneri International (R&R Ice Cream) | | % | % | % | ||||||||||||||||||||||||||||||
| Garrett LX III S.a r.l. | | % | % | % | ||||||||||||||||||||||||||||||
| Gates Global LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Gemini HDPE LLC | | % | % | % | ||||||||||||||||||||||||||||||
| General Nutrition Centers, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Genesee & Wyoming, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| GGP Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Global Tel*Link Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Go Daddy Operating Company, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| GOLDEN WEST PACKAGING GROUP LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Graham Packaging Co Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Great Outdoors Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Greenhill & Co., Inc. | | % | % | % | ||||||||||||||||||||||||||||||
50
| 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 | ||||||||||||||||||||||||
| Griffon Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Grosvenor Capital Management Holdings, LLLP | | % | % | % | ||||||||||||||||||||||||||||||
| Harbor Freight Tools USA, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Helix Gen Funding, LLc | | % | % | % | ||||||||||||||||||||||||||||||
| Hillman Group Inc. (The) (New) | | % | % | % | ||||||||||||||||||||||||||||||
| Hillman Group Inc. (The) (New) (a) | | % | % | % | ||||||||||||||||||||||||||||||
| HLF Financing SARL (Herbalife) | | % | % | % | ||||||||||||||||||||||||||||||
| Holley Purchaser, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Howden Group Holdings | | % | % | % | ||||||||||||||||||||||||||||||
| Hudson River Trading LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Idera, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| IMA Financial Group, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| INDY US BIDCO, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| INEOS US PETROCHEM LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Informatica Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Ingram Micro Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Inmar Acquisition Sub, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Innophos, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| INSTANT BRANDS HOLDINGS INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Isagenix International, LLC (b) | | % | % | % | ||||||||||||||||||||||||||||||
| Ivory Merger Sub, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| J Jill Group, Inc | - | |||||||||||||||||||||||||||||||||
| J Jill Group, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Jane Street Group | | % | % | % | ||||||||||||||||||||||||||||||
51
| 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 | ||||||||||||||||||||||||
| Journey Personal Care Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| JP Intermediate B, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Klockner-Pentaplast of America, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Kodiak BP, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| KREF Holdings X LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Lakeland Tours, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Lakeland Tours, LLC (d) | | % | % | % | - | - | ||||||||||||||||||||||||||||
| Lealand Finance Company B.V. | | % | % | % | ||||||||||||||||||||||||||||||
| LHS BORROWER, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Lifetime Brands, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Liquid Tech Solutions Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| LogMeIn, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| LOYALTY VENTURES INC. | | % | % | % | ||||||||||||||||||||||||||||||
| LPL Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | | % | % | % | ||||||||||||||||||||||||||||||
| LSF9 Atlantis Holdings, LLC (A Wireless) | | % | % | % | ||||||||||||||||||||||||||||||
| MA FinanceCo LLC | | % | % | % | ||||||||||||||||||||||||||||||
| MAGNITE, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Marriott Ownership Resorts, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Match Group, Inc, The | | % | % | % | ||||||||||||||||||||||||||||||
| Maxar Technologies Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Mayfield Agency Borrower Inc. (FeeCo) | | % | % | % | ||||||||||||||||||||||||||||||
52
| 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 | ||||||||||||||||||||||||
| McGraw-Hill Education, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| MedAssets Software Inter Hldg, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Mermaid Bidco Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Messer Industries, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Michaels Companies Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Milk Specialties Company | | % | % | % | ||||||||||||||||||||||||||||||
| MJH Healthcare Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| MPH Acquisition Holdings LLC (Multiplan) | | % | % | % | ||||||||||||||||||||||||||||||
| MRC Global Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| MW Industries, Inc. (Helix Acquisition Holdings) | | % | % | % | ||||||||||||||||||||||||||||||
| NAB Holdings, LLC (North American Bancard) | | % | % | % | ||||||||||||||||||||||||||||||
| Natgasoline LLC | | % | % | % | ||||||||||||||||||||||||||||||
| National Mentor Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| National Mentor Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| NEW ERA CAP, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Nexstar Broadcasting, Inc. (Mission Broadcasting) | | % | % | % | ||||||||||||||||||||||||||||||
| Next Level Apparel, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| NorthPole Newco S.a.r.l (b) | | % | % | % | ||||||||||||||||||||||||||||||
| NortonLifeLock Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Novae LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Nuvei Technologies Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| Olaplex, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
53
| 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 | ||||||||||||||||||||||||
| Open Text Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Organon & Co. | | % | % | % | ||||||||||||||||||||||||||||||
| Pacific Gas & Electric | | % | % | % | ||||||||||||||||||||||||||||||
| PACTIV EVERGREEN GROUP HOLDINGS INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Padagis LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Panther Guarantor II, L.P. (Forcepoint) | | % | % | % | ||||||||||||||||||||||||||||||
| PATAGONIA HOLDCO LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Pathway Partners Vet Management Company LLC | | % | % | % | ||||||||||||||||||||||||||||||
| PCI Gaming Authority | | % | % | % | ||||||||||||||||||||||||||||||
| PEARLS (Netherlands) Bidco B.V. | | % | % | % | ||||||||||||||||||||||||||||||
| PECF USS INTERMEDIATE HOLDING III CORPORATION | | % | % | % | ||||||||||||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a) | | % | % | % | ||||||||||||||||||||||||||||||
| Penn National Gaming, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Peraton Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| PHYSICIAN PARTNERS, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Pike Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Pitney Bowes Inc | | % | % | % | ||||||||||||||||||||||||||||||
54
| 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 | ||||||||||||||||||||||||
| Plastipak Holdings Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Playtika Holding Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| PMHC II, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| PointClickCare Technologies, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Polymer Process Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Pre-Paid Legal Services, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Presidio, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Prime Security Services Borrower, LLC (ADT) | | % | % | % | ||||||||||||||||||||||||||||||
| PRIORITY HOLDINGS, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| PriSo Acquisition Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Project Leopard Holdings, Inc. (NEW) | | % | % | % | ||||||||||||||||||||||||||||||
| Prometric Inc. (Sarbacane Bidco) | | % | % | % | ||||||||||||||||||||||||||||||
| PUG LLC | | % | % | % | ||||||||||||||||||||||||||||||
| QUEST BORROWER LIMITED | | % | % | % | ||||||||||||||||||||||||||||||
| Rackspace Technology Global, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| RealPage, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Renaissance Learning, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Rent-A-Center, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Research Now Group, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Resideo Funding Inc. | | % | % | % | ||||||||||||||||||||||||||||||
55
| 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 | ||||||||||||||||||||||||
| Resolute Investment Managers (American Beacon), Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Restoration Hardware, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Reynolds Consumer Products LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Reynolds Group Holdings Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Rocket Software, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Russell Investments US Inst’l Holdco, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| RV Retailer LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Ryan Specialty Group LLC | | % | % | % | ||||||||||||||||||||||||||||||
| S&S HOLDINGS LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Sally Holdings LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Samsonite International S.A. | | % | % | % | ||||||||||||||||||||||||||||||
| Schweitzer-Mauduit International, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Scientific Games Holdings LP | | % | % | % | ||||||||||||||||||||||||||||||
| SETANTA AIRCRAFT LEASING DAC | | % | % | % | ||||||||||||||||||||||||||||||
| Signify Health, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Sitel Worldwide Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| SiteOne Landscape Supply, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| SMG US Midco 2, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Solis IV B.V. | | % | % | % | ||||||||||||||||||||||||||||||
| Sotheby’s | | % | % | % | ||||||||||||||||||||||||||||||
| Sparta U.S. HoldCo LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Specialty Pharma III Inc. | | % | % | % | ||||||||||||||||||||||||||||||
56
| 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 | ||||||||||||||||||||||||
| Spectrum Brands, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Spin Holdco, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Spirit Aerosystems Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| SRAM, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| SS&C Technologies, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| SS&C Technologies, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| SS&C Technologies, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| STANDARD INDUSTRIES INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Staples, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Stars Group Inc. (The) | | % | % | % | ||||||||||||||||||||||||||||||
| Storable, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| Superannuation & Investments US LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Syncsort Incorporated | | % | % | % | ||||||||||||||||||||||||||||||
| Ta TT Buyer LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Tenable Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Teneo Holdings LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Ten-X, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| The Dun & Bradstreet Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| The Dun & Bradstreet Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| THE KNOT WORLDWIDE INC. | | % | % | % | ||||||||||||||||||||||||||||||
57
| 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 | ||||||||||||||||||||||||
| Thor Industries, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| TORY BURCH LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Tosca Services, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Trans Union LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Transdigm, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| TRITON WATER HOLDINGS, INC. | | % | % | % | ||||||||||||||||||||||||||||||
| Tronox Finance LLC | | % | % | % | ||||||||||||||||||||||||||||||
| TruGreen Limited Partnership | | % | % | % | ||||||||||||||||||||||||||||||
| Uber Technologies, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Ultra Clean Holdings, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Unimin Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| United Natural Foods, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| United Road Services Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Univision Communications Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Univision Communications Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Utz Quality Foods, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Vaco Holdings, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Vericast Corp. | | % | % | % | ||||||||||||||||||||||||||||||
| Verifone Systems, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Vertex Aerospace Services Corp | | % | % | % | ||||||||||||||||||||||||||||||
| VFH Parent LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Viasat Inc | | % | % | % | ||||||||||||||||||||||||||||||
58
| 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 | ||||||||||||||||||||||||
| Virtus Investment Partners, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Vistra Energy Corp | | % | % | % | ||||||||||||||||||||||||||||||
| Vizient, Inc | | % | % | % | ||||||||||||||||||||||||||||||
| VM Consolidated, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Vouvray US Finance LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Warner Music Group Corp. (WMG Acquisition Corp.) | | % | % | % | ||||||||||||||||||||||||||||||
| Warner Music Group Corp. (WMG Acquisition Corp.) | | % | % | % | ||||||||||||||||||||||||||||||
| Wastequip, LLC (HPCC Merger/Patriot Container) | | % | % | % | - | - | ||||||||||||||||||||||||||||
| Watlow Electric Manufacturing Company | | % | % | % | ||||||||||||||||||||||||||||||
| West Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| West Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| WEX Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| WildBrain Ltd. | | % | % | % | ||||||||||||||||||||||||||||||
| WP CITYMD BIDCO LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Xperi Corporation | | % | % | % | ||||||||||||||||||||||||||||||
| Zayo Group, LLC | | % | % | % | ||||||||||||||||||||||||||||||
| ZEBRA BUYER (Allspring) LLC | | % | % | % | ||||||||||||||||||||||||||||||
| Zekelman Industries, Inc. | | % | % | % | ||||||||||||||||||||||||||||||
| Zodiac Pool Solutions | | % | % | % | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||
| Number of Shares | Cost | Fair Value | ||||||||||
| Cash and cash equivalents | ||||||||||||
| U.S. Bank Money Market (c) | $ | $ | ||||||||||
| Total cash and cash equivalents | $ | $ | ||||||||||
| (a) |
| (b) |
| (c) |
| (d) |
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
1M USD LIBOR—The 1 month USD LIBOR rate as of November 30, 2022 was 4.14%.
3M USD LIBOR—The 3 month USD LIBOR rate as of November 30, 2022 was 4.78%.
6M USD LIBOR—The 6 month USD LIBOR rate as of November 30, 2022 was 5.20%.
1M SOFR - The 1 month SOFR rate as of November 30, 2022 was 4.13%.
3M SOFR - The 3 month SOFR rate as of November 30, 2022 was 4.41%.
6M SOFR - The 6 month SOFR rate as of November 30, 2022 was 4.70%.
Prime—The Prime Rate as of November 30, 2022 was 7.00%.
59
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 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| J Jill Common Stock | - | - | - | - | - | - | |||||||||||||||||||||||||
| 19TH HOLDINGS GOLF, LLC | |
% | % | % | |||||||||||||||||||||||||||
| ADMI Corp. | |
% | % | % | |||||||||||||||||||||||||||
| Adtalem Global Education Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Aegis Sciences Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Agiliti Health Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Agiliti Health Inc. | |
% | % | % | |||||||||||||||||||||||||||
| AHEAD DB Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
| AI Convoy (Luxembourg) S.a.r.l. | |
% | % | % | |||||||||||||||||||||||||||
| AIS HoldCo, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Alchemy Copyrights, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Alchemy US Holdco 1, LLC | |
% | % | % | |||||||||||||||||||||||||||
| AlixPartners, LLP | |
% | % | % | |||||||||||||||||||||||||||
| Alkermes, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Allen Media, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Alliant Holdings I, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Allied Universal Holdco LLC | |
% | % | % | |||||||||||||||||||||||||||
| Altisource Solutions S.a r.l. | |
% | % | % | |||||||||||||||||||||||||||
| Altium Packaging LLC | |
% | % | % | |||||||||||||||||||||||||||
| American Greetings Corporation | |
% | % | % | |||||||||||||||||||||||||||
| American Trailer World Corp | |
% | % | % | |||||||||||||||||||||||||||
| AmeriLife Holdings LLC | |
% | % | % | |||||||||||||||||||||||||||
| AmWINS Group, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Anastasia Parent LLC | |
% | % | % | |||||||||||||||||||||||||||
| Anchor Glass Container Corporation | |
% | % | % | |||||||||||||||||||||||||||
60
| 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 | |||||||||||||||||||||
| Anchor Packaging, LLC | |
% | % | % | |||||||||||||||||||||||||||
| ANI Pharmaceuticals, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| AP Core Holdings II LLC | |
% | % | % | |||||||||||||||||||||||||||
| AP Core Holdings II LLC | |
% | % | % | |||||||||||||||||||||||||||
| APi Group DE, Inc. (J2 Acquisition) | |
% | % | % | |||||||||||||||||||||||||||
| APLP Holdings Limited Partnership | |
% | % | % | |||||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| AppLovin Corporation | |
% | % | % | |||||||||||||||||||||||||||
| AppLovin Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Aramark Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Aramark Corporation | |
% | % | % | |||||||||||||||||||||||||||
| ARC FALCON I INC. | |
% | % | % | |||||||||||||||||||||||||||
| ARC FALCON I INC. (a) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Arches Buyer Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Arctic Glacier U.S.A., Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Aretec Group, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| ASP BLADE HOLDINGS, INC. | |
% | % | % | |||||||||||||||||||||||||||
| Asplundh Tree Expert, LLC | |
% | % | % | |||||||||||||||||||||||||||
| AssuredPartners Capital, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Assuredpartners Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Assuredpartners Inc. | |
% | % | % | |||||||||||||||||||||||||||
| ASTRO ONE ACQUISITION CORPORATION | |
% | % | % | |||||||||||||||||||||||||||
| Asurion, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Asurion, LLC | |
% | % | % | |||||||||||||||||||||||||||
| ATHENAHEALTH GROUP INC. | |
% | % | % | |||||||||||||||||||||||||||
| ATHENAHEALTH GROUP INC. (a) | ( | ) | |||||||||||||||||||||||||||||
| Avast Software S.R.O. (Sybil Finance) | |
% | % | % | |||||||||||||||||||||||||||
61
| 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 | |||||||||||||||||||||
| Avaya, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Avaya, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Avison Young (Canada) Inc | |
% | % | % | |||||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | |
% | % | % | |||||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | |
% | % | % | |||||||||||||||||||||||||||
| AZURITY PHARMACEUTICALS, INC. | |
% | % | % | |||||||||||||||||||||||||||
| B&G Foods, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| B.C. Unlimited Liability Co (Burger King) | |
% | % | % | |||||||||||||||||||||||||||
| BAKELITE UK INTERMEDIATE LTD. | |
% | % | % | |||||||||||||||||||||||||||
| Baldwin Risk Partners, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Belfor Holdings Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Belron Finance US LLC | |
% | % | % | |||||||||||||||||||||||||||
| Bengal Debt Merger Sub LLC | |
% | % | % | |||||||||||||||||||||||||||
| Bengal Debt Merger Sub LLC | |
% | % | % | |||||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Blucora, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Blue Tree Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Bombardier Recreational Products, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Boxer Parent Company, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Bracket Intermediate Holding Corp | |
% | % | % | |||||||||||||||||||||||||||
| BrightSpring Health Services (Phoenix Guarantor) | |
% | % | % | |||||||||||||||||||||||||||
| BroadStreet Partners, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Brookfield WEC Holdings Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Buckeye Partners, L.P. | |
% | % | % | |||||||||||||||||||||||||||
| BW Gas & Convenience Holdings LLC | |
% | % | % | |||||||||||||||||||||||||||
| Callaway Golf Company | |
% | % | % | |||||||||||||||||||||||||||
| CareerBuilder, LLC | |
% | % | % | |||||||||||||||||||||||||||
| CareStream Health, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Casa Systems, Inc | |
% | % | % | |||||||||||||||||||||||||||
62
| 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 | |||||||||||||||||||||
| Castle US Holding Corporation | |
% | % | % | |||||||||||||||||||||||||||
| CBI BUYER, INC. | |
% | % | % | |||||||||||||||||||||||||||
| CCC Intelligent Solutions Inc. | |
% | % | % | |||||||||||||||||||||||||||
| CCI Buyer, Inc | |
% | % | % | |||||||||||||||||||||||||||
| CCRR Parent, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| CCS-CMGC Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Cengage Learning, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| CENTURI GROUP, INC. | |
% | % | % | |||||||||||||||||||||||||||
| CenturyLink, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Chemours Company, (The) | |
% | % | % | |||||||||||||||||||||||||||
| Churchill Downs Incorporated | |
% | % | % | |||||||||||||||||||||||||||
| CIMPRESS PUBLIC LIMITED COMPANY | |
% | % | % | |||||||||||||||||||||||||||
| CITADEL SECURITIES LP | |
% | % | % | |||||||||||||||||||||||||||
| Clarios Global LP | |
% | % | % | |||||||||||||||||||||||||||
| Claros Mortgage Trust, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Cole Haan | |
% | % | % | |||||||||||||||||||||||||||
| Columbus McKinnon Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Compass Power Generation, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Conduent, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Connect Finco SARL | |
% | % | % | |||||||||||||||||||||||||||
| Consolidated Communications, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| CORAL-US CO-BORROWER LLC | |
% | % | % | |||||||||||||||||||||||||||
| CoreCivic, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Corelogic, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Cortes NP Acquisition Corp (Vertiv) | |
% | % | % | |||||||||||||||||||||||||||
| COWEN INC. | |
% | % | % | |||||||||||||||||||||||||||
| CROCS INC | |
% | % | % | |||||||||||||||||||||||||||
| Cross Financial Corp | |
% | % | % | |||||||||||||||||||||||||||
63
| 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. | |
% | % | % | |||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | |
% | % | % | |||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | |
% | % | % | |||||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | |
% | % | % | |||||||||||||||||||||||||||
| CTS Midco, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Daseke Inc | |
% | % | % | |||||||||||||||||||||||||||
| DCert Buyer, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Dealer Tire, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Delek US Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| DexKo Global, Inc. (Dragon Merger) | |
% | % | % | |||||||||||||||||||||||||||
| DexKo Global, Inc. (Dragon Merger) (a) | |
% | % | % | |||||||||||||||||||||||||||
| Diamond Sports Group, LLC (b) | |
% | % | % | |||||||||||||||||||||||||||
| DIRECTV FINANCING, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Dispatch Acquisition Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
| DOMTAR CORPORATION | |
% | % | % | |||||||||||||||||||||||||||
| DRI HOLDING INC. | |
% | % | % | |||||||||||||||||||||||||||
| DRW Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
| DTZ U.S. Borrower, LLC | |
% | % | % | |||||||||||||||||||||||||||
| EAB Global, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Echo Global Logistics, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Edelman Financial Group Inc., The | |
% | % | % | |||||||||||||||||||||||||||
| Electrical Components Inter., Inc. | |
% | % | % | |||||||||||||||||||||||||||
| ELECTRON BIDCO INC. | |
% | % | % | |||||||||||||||||||||||||||
| ELO Touch Solutions, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Embecta Corp | |
% | % | % | |||||||||||||||||||||||||||
| Endo Luxembourg Finance Company I S.a.r.l. | |
% | % | % | |||||||||||||||||||||||||||
| Endure Digital, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Enterprise Merger Sub Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Equiniti Group PLC | |
% | % | % | |||||||||||||||||||||||||||
| EyeCare Partners, LLC | |
% | % | % | |||||||||||||||||||||||||||
64
| 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 | |||||||||||||||||||||
| Finco I LLC | |
% | % | % | |||||||||||||||||||||||||||
| First Brands Group, LLC | |
% | % | % | |||||||||||||||||||||||||||
| First Eagle Investment Management | |
% | % | % | |||||||||||||||||||||||||||
| First Student Bidco Inc. | |
% | % | % | |||||||||||||||||||||||||||
| First Student Bidco Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Fitness International, LLC (LA Fitness) | |
% | % | % | |||||||||||||||||||||||||||
| FOCUS FINANCIAL PARTNERS, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Franchise Group, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Franklin Square Holdings, L.P. | |
% | % | % | |||||||||||||||||||||||||||
| Froneri International (R&R Ice Cream) | |
% | % | % | |||||||||||||||||||||||||||
| Garrett LX III S.a r.l. | |
% | % | % | |||||||||||||||||||||||||||
| Gemini HDPE LLC | |
% | % | % | |||||||||||||||||||||||||||
| General Nutrition Centers, Inc. (d) | |
% | % | % | |||||||||||||||||||||||||||
| Genesee & Wyoming, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| GEO Group, Inc., The | |
% | % | % | |||||||||||||||||||||||||||
| GGP Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Gigamon Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Global Business Travel (GBT) III Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Global Tel*Link Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Go Daddy Operating Company, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Go Wireless Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| GOLDEN WEST PACKAGING GROUP LLC | |
% | % | % | |||||||||||||||||||||||||||
| Graham Packaging Co Inc | |
% | % | % | |||||||||||||||||||||||||||
| Great Outdoors Group, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Greenhill & Co., Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Griffon Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Grosvenor Capital Management Holdings, LLLP | |
% | % | % | |||||||||||||||||||||||||||
65
| 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. | |
% | % | % | |||||||||||||||||||||||||||
| Harland Clarke Holdings Corp. | |
% | % | % | |||||||||||||||||||||||||||
| Helix Gen Funding, LLc | |
% | % | % | |||||||||||||||||||||||||||
| Hillman Group Inc. (The) (New) | |
% | % | % | |||||||||||||||||||||||||||
| Hillman Group Inc. (The) (New) (a) | |
% | % | % | |||||||||||||||||||||||||||
| HLF Financing SARL (Herbalife) | |
% | % | % | |||||||||||||||||||||||||||
| Holley Purchaser, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Holley Purchaser, Inc (a) | |
% | % | % | |||||||||||||||||||||||||||
| Howden Group Holdings | |
% | % | % | |||||||||||||||||||||||||||
| Hudson River Trading LLC | |
% | % | % | |||||||||||||||||||||||||||
| Idera, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| IMA Financial Group, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| INDY US BIDCO, LLC | |
% | % | % | |||||||||||||||||||||||||||
| INEOS US PETROCHEM LLC | |
% | % | % | |||||||||||||||||||||||||||
| Informatica Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Ingram Micro Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Inmar Acquisition Sub, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Innophos, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| INSTANT BRANDS HOLDINGS INC. | |
% | % | % | |||||||||||||||||||||||||||
| INSTRUCTURE HOLDINGS, INC. | |
% | % | % | |||||||||||||||||||||||||||
| Isagenix International, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Ivory Merger Sub, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| J Jill Group, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Jane Street Group | |
% | % | % | |||||||||||||||||||||||||||
| Journey Personal Care Corp. | |
% | % | % | |||||||||||||||||||||||||||
| JP Intermediate B, LLC | |
% | % | % | |||||||||||||||||||||||||||
66
| 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 | |||||||||||||||||||||
| KAR Auction Services, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Klockner-Pentaplast of America, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Kodiak BP, LLC | |
% | % | % | |||||||||||||||||||||||||||
| KREF Holdings X LLC | |
% | % | % | |||||||||||||||||||||||||||
| Lakeland Tours, LLC (d) | |
% | % | % | |||||||||||||||||||||||||||
| Lakeland Tours, LLC (d) | |
% | % | % | |||||||||||||||||||||||||||
| Lakeland Tours, LLC (d) | |
% | % | % | |||||||||||||||||||||||||||
| Lakeland Tours, LLC (d) | |
% | % | % | |||||||||||||||||||||||||||
| Lealand Finance Company B.V. (d) | |
% | % | % | |||||||||||||||||||||||||||
| Learfield Communications, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Lifetime Brands, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Lightstone Generation LLC | |
% | % | % | |||||||||||||||||||||||||||
| Lightstone Generation LLC | |
% | % | % | |||||||||||||||||||||||||||
| Liquid Tech Solutions Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
| LogMeIn, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| LOYALTY VENTURES INC. | |
% | % | % | |||||||||||||||||||||||||||
| LPL Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | |
% | % | % | |||||||||||||||||||||||||||
| MA FinanceCo LLC | |
% | % | % | |||||||||||||||||||||||||||
| MAGNITE, INC. | |
% | % | % | |||||||||||||||||||||||||||
| Marriott Ownership Resorts, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Match Group, Inc, The | |
% | % | % | |||||||||||||||||||||||||||
| Mayfield Agency Borrower Inc. (FeeCo) | |
% | % | % | |||||||||||||||||||||||||||
| McAfee, LLC | |
% | % | % | |||||||||||||||||||||||||||
| McGraw-Hill Education, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| MedAssets Software Inter Hldg, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Mermaid Bidco Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Messer Industries, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Michaels Companies Inc | |
% | % | % | |||||||||||||||||||||||||||
| Milk Specialties Company | |
% | % | % | |||||||||||||||||||||||||||
| MJH Healthcare Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
67
| 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 | |||||||||||||||||||||
| MKS Instruments, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| MRC Global Inc. | |
% | % | % | |||||||||||||||||||||||||||
| MW Industries, Inc. (Helix Acquisition Holdings) | |
% | % | % | |||||||||||||||||||||||||||
| NAB Holdings, LLC (North American Bancard) | |
% | % | % | |||||||||||||||||||||||||||
| Natgasoline LLC | |
% | % | % | |||||||||||||||||||||||||||
| National Mentor Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| National Mentor Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| National Mentor Holdings, Inc. (a) | ( | ) | |||||||||||||||||||||||||||||
| Neenah, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| NEW ERA CAP, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Nexstar Broadcasting, Inc. (Mission Broadcasting) | |
% | % | % | |||||||||||||||||||||||||||
| Next Level Apparel, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| NM Z Parent Inc (Zep Inc) | |
% | % | % | |||||||||||||||||||||||||||
| NorthPole Newco S.a.r.l (b), (d) | |
% | % | % | |||||||||||||||||||||||||||
| NortonLifeLock Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Novae LLC | |
% | % | % | |||||||||||||||||||||||||||
| Novae LLC (a) | ( | ) | |||||||||||||||||||||||||||||
| Novolex Holdings, Inc (Flex Acquisition) | |
% | % | % | |||||||||||||||||||||||||||
| Nuvei Technologies Corp. | |
% | % | % | |||||||||||||||||||||||||||
| Olaplex, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Organon & Co. | |
% | % | % | |||||||||||||||||||||||||||
| Pacific Gas and Electric Company | |
% | % | % | |||||||||||||||||||||||||||
| PACTIV EVERGREEN GROUP HOLDINGS INC. | |
% | % | % | |||||||||||||||||||||||||||
| Padagis LLC | |
% | % | % | |||||||||||||||||||||||||||
| Panther Guarantor II, L.P. (Forcepoint) | |
% | % | % | |||||||||||||||||||||||||||
| Pathway Partners Vet Management Company LLC | |
% | % | % | |||||||||||||||||||||||||||
| PCI Gaming Authority | |
% | % | % | |||||||||||||||||||||||||||
| PEARLS (Netherlands) Bidco B.V. | |
% | % | % | |||||||||||||||||||||||||||
| PECF USS INTERMEDIATE HOLDING III CORPORATION | |
% | % | % | |||||||||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | |
% | % | % | |||||||||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a) | ( | ) | |||||||||||||||||||||||||||||
| Penn National Gaming | |
% | % | % | |||||||||||||||||||||||||||
68
| 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 | |||||||||||||||||||||
| Peraton Corp. | |
% | % | % | |||||||||||||||||||||||||||
| PHYSICIAN PARTNERS, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Ping Identity Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Pitney Bowes Inc | |
% | % | % | |||||||||||||||||||||||||||
| Pixelle Specialty Solutions LLC | |
% | % | % | |||||||||||||||||||||||||||
| Plastipak Holdings Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Playtika Holding Corp. | |
% | % | % | |||||||||||||||||||||||||||
| PMHC II, INC. | |
% | % | % | |||||||||||||||||||||||||||
| PointClickCare Technologies, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Polymer Process Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Pre-Paid Legal Services, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Presidio, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Prime Security Services Borrower, LLC (ADT) | |
% | % | % | |||||||||||||||||||||||||||
| PRIORITY HOLDINGS, LLC | |
% | % | % | |||||||||||||||||||||||||||
| PriSo Acquisition Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Project Leopard Holdings Inc | |
% | % | % | |||||||||||||||||||||||||||
| Prometric Inc. (Sarbacane Bidco) | |
% | % | % | |||||||||||||||||||||||||||
| PUG LLC | |
% | % | % | |||||||||||||||||||||||||||
| QUEST BORROWER LIMITED | |
% | % | % | |||||||||||||||||||||||||||
| Rackspace Technology Global, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| RealPage, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Renaissance Learning, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Rent-A-Center, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Research Now Group, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Resideo Funding Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Resolute Investment Managers (American Beacon), Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Restoration Hardware, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Reynolds Consumer Products LLC | |
% | % | % | |||||||||||||||||||||||||||
| Reynolds Group Holdings Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Robertshaw US Holding Corp. | |
% | % | % | |||||||||||||||||||||||||||
| Rocket Software, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Russell Investments US Inst’l Holdco, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| RV Retailer LLC | |
% | % | % | |||||||||||||||||||||||||||
| Ryan Specialty Group LLC | |
% | % | % | |||||||||||||||||||||||||||
69
| 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 | |||||||||||||||||||||
| S&S HOLDINGS LLC | |
% | % | % | |||||||||||||||||||||||||||
| Sally Holdings LLC | |
% | % | % | |||||||||||||||||||||||||||
| Samsonite International S.A. | |
% | % | % | |||||||||||||||||||||||||||
| Schweitzer-Mauduit International, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Scientific Games Holdings LP | |
% | % | % | |||||||||||||||||||||||||||
| SETANTA AIRCRAFT LEASING DAC | |
% | % | % | |||||||||||||||||||||||||||
| Signify Health, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Sitel Worldwide Corporation | |
% | % | % | |||||||||||||||||||||||||||
| SiteOne Landscape Supply, LLC | |
% | % | % | |||||||||||||||||||||||||||
| SMG US Midco 2, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Sotheby’s | |
% | % | % | |||||||||||||||||||||||||||
| Sparta U.S. HoldCo LLC | |
% | % | % | |||||||||||||||||||||||||||
| Specialty Pharma III Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Spectrum Brands, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Spin Holdco, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| SRAM, LLC | |
% | % | % | |||||||||||||||||||||||||||
| SS&C Technologies, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| SS&C Technologies, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| SS&C Technologies, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| STANDARD INDUSTRIES INC. | |
% | % | % | |||||||||||||||||||||||||||
| Staples, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Stars Group Inc. (The) | |
% | % | % | |||||||||||||||||||||||||||
| Storable, Inc | |
% | % | % | |||||||||||||||||||||||||||
| Superannuation & Investments US LLC | |
% | % | % | |||||||||||||||||||||||||||
| Sylvamo Corporation | |
% | % | % | |||||||||||||||||||||||||||
| Syncsort Incorporated | |
% | % | % | |||||||||||||||||||||||||||
| Syniverse Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Tenable Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Teneo Holdings LLC | |
% | % | % | |||||||||||||||||||||||||||
| Tenneco Inc | |
% | % | % | |||||||||||||||||||||||||||
| Ten-X, LLC | |
% | % | % | |||||||||||||||||||||||||||
70
| 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 | |
% | % | % | |||||||||||||||||||||||||||
| The Dun & Bradstreet Corporation | |
% | % | % | |||||||||||||||||||||||||||
| THE KNOT WORLDWIDE INC. | |
% | % | % | |||||||||||||||||||||||||||
| The Octave Music Group, Inc (Touchtunes) | |
% | % | % | |||||||||||||||||||||||||||
| Thor Industries, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Tosca Services, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Trans Union LLC | |
% | % | % | |||||||||||||||||||||||||||
| Transdigm, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Travel Leaders Group, LLC | |
% | % | % | |||||||||||||||||||||||||||
| TRITON WATER HOLDINGS, INC. | |
% | % | % | |||||||||||||||||||||||||||
| Tronox Pigments (Netherlands) B.V. | |
% | % | % | |||||||||||||||||||||||||||
| TruGreen Limited Partnership | |
% | % | % | |||||||||||||||||||||||||||
| Uber Technologies, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Ultra Clean Holdings, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Unimin Corporation | |
% | % | % | |||||||||||||||||||||||||||
| United Natural Foods, Inc | |
% | % | % | |||||||||||||||||||||||||||
| United Road Services Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Univar Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Univision Communications Inc. | |
% | % | % | |||||||||||||||||||||||||||
| US Ecology, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Utz Quality Foods, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Vaco Holdings, LLC | |
% | % | % | |||||||||||||||||||||||||||
| Verifone Systems, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Vertex Aerospace Services Corp | |
% | % | % | |||||||||||||||||||||||||||
| VFH Parent LLC | |
% | % | % | |||||||||||||||||||||||||||
| Virtus Investment Partners, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Vistra Energy Corp | |
% | % | % | |||||||||||||||||||||||||||
| Vizient, Inc | |
% | % | % | |||||||||||||||||||||||||||
| VM Consolidated, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Vouvray US Finance LLC | |
% | % | % | |||||||||||||||||||||||||||
71
| 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.) | |
% | % | % | |||||||||||||||||||||||||||
| Wastequip, LLC (HPCC Merger/Patriot Container) | |
% | % | % | |||||||||||||||||||||||||||
| Watlow Electric Manufacturing Company | |
% | % | % | |||||||||||||||||||||||||||
| West Corporation | |
% | % | % | |||||||||||||||||||||||||||
| West Corporation | |
% | % | % | |||||||||||||||||||||||||||
| WEX Inc. | |
% | % | % | |||||||||||||||||||||||||||
| WildBrain Ltd. | |
% | % | % | |||||||||||||||||||||||||||
| WP CITYMD BIDCO LLC | |
% | % | % | |||||||||||||||||||||||||||
| Xperi Corporation | |
% | % | % | |||||||||||||||||||||||||||
| ZEBRA BUYER LLC | |
% | % | % | |||||||||||||||||||||||||||
| Zekelman Industries, Inc. | |
% | % | % | |||||||||||||||||||||||||||
| Zodiac Pool Solutions | |
% | % | % | |||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||
| Number of Shares | Cost | Fair Value | ||||||||||
| Cash and cash equivalents | ||||||||||||
| U.S. Bank Money Market (c) | $ | $ | ||||||||||
| Total cash and cash equivalents | $ | $ | ||||||||||
| (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 |
72
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 Saratoga Investment Corp Senior Loan Fund 2022-1, 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.
On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).
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 $
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
As of November 30, 2022, the Company earned $
SLF JV’s initial investment in SLF 2022
was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus
On October 28, 2022, SLF 2022 issued $
73
Note 6. Income Taxes
SIA-ARC,
Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR,
Inc. each
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
Deferred tax assets and liabilities, and related valuation allowance as of November 30, 2022 and February 28, 2022 were as follows:
| November 30, 2022 | February 28, 2022 | |||||||
| Total deferred tax assets | $ | $ | ||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Valuation allowance on net deferred tax assets | ( | ) | ( | ) | ||||
| Net deferred tax liability | $ | ( | ) | $ | ( | ) | ||
As of November 30, 2022, the valuation allowance
on deferred tax liability was $
74
Net income tax expense for the three months ended
November 30, 2022 includes $
Net income tax expense for the nine months ended
November 30, 2022 includes $
Deferred tax temporary differences may include differences for state taxes and joint venture interests.
Federal and state income tax provisions (benefit) on investments for three and nine months ended November 30, 2022 and November 30, 2021:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | |||||||||||||
| Current | ||||||||||||||||
| Federal | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| State | ( | ) | ( | ) | ||||||||||||
| Net current expense | ( | ) | ( | ) | ||||||||||||
| Deferred | ||||||||||||||||
| Federal | ( | ) | ( | ) | ||||||||||||
| State | ( | ) | ( | ) | ( | ) | ||||||||||
| Net deferred expense | ( | ) | ( | ) | ||||||||||||
| Net tax provision | $ | $ | ( | ) | $ | $ | ||||||||||
75
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 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.
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
For the three months ended November 30, 2022 and
November 30, 2021, the Company incurred $
For the nine months ended November 30, 2022 and
November 30, 2021, the Company incurred $
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 November 30, 2022, the base management
fees accrual was $
76
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 $
For
the three months ended November 30, 2022 and November 30, 2021, we recognized $
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 $
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.
77
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 $
On
August 9, 2021, the Company exchanged its existing $
For
the three months ended November 30, 2022 and November 30, 2021, we recognized management fee income of $
For
the nine months ended November 30, 2022 and November 30, 2021, we recognized management fee income of $
For the nine months ended November 30, 2022 and November 30, 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.
On October 28, 2022, SLF 2022 issued $402.1 million of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee.
As of November 30, 2022, the Company’s investment in the SLF
JV had a fair value of $
As part of the JV CLO trust transaction, the
Company purchased
Note 8. Borrowings
Credit Facility
78
On
April 11, 2007, we entered into a $
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 $
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 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%. |
79
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 $
On
October 4, 2021, the Company entered into a $
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 $
80
As
of November 30, 2022 and February 28, 2022, there were $
For the three months ended November 30, 2022 and
November 30, 2021, we recorded $
For the nine months ended November 30, 2022 and
November 30, 2021, we recorded $
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.
Our borrowing base under the Encina Credit Facility
was $
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. On September 29, 2022, the Company’s wholly owned subsidiary,
SBIC III LP, also received an SBIC license from the SBA. SBIC LP’s license provided up to $
81
As of November 30, 2022, we have funded SBIC LP,
SBIC II LP and SBIC III LP with an aggregate total of equity capital of $
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 $
SBIC LP, SBIC II LP, and SBIC III 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 or SBIC III LP will receive SBA-guaranteed debenture funding, which is dependent upon SBIC II LP and SBIC III LP continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to SBIC LP, SBIC II LP, and SBIC III LP assets over our stockholders and debtholders in the event we liquidate SBIC LP, SBIC II LP, and SBIC III LP or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC LP, SBIC II LP, and SBIC III 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 $
For the three months ended November 30, 2022
and November 30, 2021, we recorded $
82
For the nine months ended November 30, 2022 and November 30, 2021,
we recorded $
Notes
In
May 10, 2013, the Company issued $
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 $
On December 21, 2019 and February 7, 2020, the
Company redeemed $
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 $
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.
83
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.
On
August 31, 2021, the Company redeemed $
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
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
On
June 24, 2020, the Company issued $
On
July 14, 2022, the Company redeemed $
On
July 14, 2022, the debt was extinguished. As such, it was not fair valued with market quotes and is not fair value leveled. The repayment
of the
As of February 28, 2022, the carrying amount
and fair value of the
For
the three months ended November 30, 2022 and November 30, 2021, we recorded $
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
84
On July 9, 2020, the Company issued $
As of November 30, 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 note. 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 November 30, 2022 and November 30, 2021, we recorded $
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
On December 29, 2020, the Company issued $
As of November 30, 2022, the total 6.25% Notes 2027 outstanding was
$
85
For
the three months ended November 30, 2022 and November 30, 2021, we recorded $
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
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. 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 4.375% Notes 2026.
On July 15, 2021, the Company issued an additional
$
As
of November 30, 2022, the total 4.375% Notes 2026 outstanding was $
For the three months ended November 30, 2022 and November
30, 2021, we recorded $
For the nine months ended November 30, 2022 and November
30, 2021, we recorded $
86
As
of November 30, 2022, the total 4.35% Notes 2027 outstanding was $
For
the three months ended November 30, 2022 and November 30, 2021, we recorded $
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
On August 15, 2022, the Company issued an additional
$
As
of November 30, 2022, the carrying amount and fair value of the 6.00% 2027 Notes was $
87
For
the three months ended November 30, 2022 and November 30, 2021, we recorded $
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
On September 8, 2022, the Company issued $12.0 million in aggregate principal amount of our 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6 million after deducting customary fees and offering expenses of approximately $0.4 million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, 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 $0.05 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
As
of November 30, 2022, the carrying amount of the 7.00% 2025 Notes was $
For the three months ended November 30, 2022 and
November 30, 2021, we recorded $
88
For
the nine months ended November 30, 2022 and November 30, 2021, we recorded $
On October 27, 2022, the Company issued $40.0 million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.1 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds to the Company were $5.8 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year, beginning February 28, 2023. The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, 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 $1.3 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
As of November 30, 2022, the carrying amount and
fair value of the 8.00% 2027 Notes was $
For
the three months ended November 30, 2022 and November 30, 2021, we recorded $
89
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 November 30, 2022) | $ | $ | ||||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | ||||||||||||||
| Credit Facility with Madison Capital Funding(14) | ||||||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | $ | ||||||||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | $ | ||||||||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | $ | ||||||||||||||
| Fiscal year 2018 (as of February 28, 2018) | $ | $ | ||||||||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | $ | ||||||||||||||
| Fiscal year 2016 (as of February 29, 2016) | $ | $ | ||||||||||||||
| Fiscal year 2015 (as of February 28, 2015) | $ | $ | ||||||||||||||
| Fiscal year 2014 (as of February 28, 2014) | $ | $ | ||||||||||||||
| Fiscal year 2013 (as of February 28, 2013) | $ | $ | ||||||||||||||
| Fiscal year 2012 (as of February 29, 2012) | $ | $ | ||||||||||||||
| Fiscal year 2011 (as of February 28, 2011) | $ | $ | ||||||||||||||
| Fiscal year 2010 (as of February 28, 2010) | $ | $ | ||||||||||||||
| Fiscal year 2009 (as of February 28, 2009) | $ | $ | ||||||||||||||
| Fiscal year 2008 (as of February 29, 2008) | $ | $ | ||||||||||||||
| Fiscal year 2007 (as of February 28, 2007) | $ | $ | ||||||||||||||
| 7.50% Notes due 2020(7) | ||||||||||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | $ | ||||||||||||||
| Fiscal year 2016 (as of February 29, 2016) | $ | $ | $ | (8) | ||||||||||||
| Fiscal year 2015 (as of February 28, 2015) | $ | $ | $ | (8) | ||||||||||||
| Fiscal year 2014 (as of February 28, 2014) | $ | $ | $ | (8) | ||||||||||||
| Fiscal year 2013 (as of February 28, 2013) | $ | $ | ||||||||||||||
| Fiscal year 2012 (as of February 29, 2012) | $ | $ | ||||||||||||||
| Fiscal year 2011 (as of February 28, 2011) | $ | $ | ||||||||||||||
| Fiscal year 2010 (as of February 28, 2010) | $ | $ | ||||||||||||||
| Fiscal year 2009 (as of February 28, 2009) | $ | $ | ||||||||||||||
| Fiscal year 2008 (as of February 29, 2008) | $ | $ | ||||||||||||||
| Fiscal year 2007 (as of February 28, 2007) | $ | $ | ||||||||||||||
| 6.75% Notes due 2023(9) | ||||||||||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | $ | ||||||||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | $ | $ | (10) | ||||||||||||
| Fiscal year 2018 (as of February 28, 2018) | $ | $ | $ | (10) | ||||||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | $ | $ | (10) | ||||||||||||
| 6.25% Notes due 2025(13) | ||||||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | ||||||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | $ | $ | (11) | ||||||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | $ | $ | (11) | ||||||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | $ | $ | (11) | ||||||||||||
| 7.00% Notes due 2025 | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (12) | ||||||||||||
| 7.25% Notes due 2025(16) | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | ||||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | $ | (11) | ||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | $ | $ | (11) | ||||||||||||
| 7.75% Notes due 2025 | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | $ | $ | (12) | ||||||||||||
| 4.375% Notes due 2026 | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | $ | (12) | ||||||||||||
| 4.35% Notes due 2027 | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | $ | (12) | ||||||||||||
| 6.25% Notes due 2027 | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | $ | $ | (12) | ||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | $ | $ | (12) | ||||||||||||
| 6.00% Notes due 2027(17) | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (15) | ||||||||||||
| 8.00% Notes due 2027(17) | ||||||||||||||||
| Fiscal year 2023 (as of November 30, 2022) | $ | $ | $ | (17) | ||||||||||||
| (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 |
90
| (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) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
| (13) |
| (14) |
| (15) |
| (16) |
| (17) |
Note 9. Commitments and Contingencies
Contractual Obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 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 | $ | $ | $ | $ | $ | |||||||||||||||
| SBA debentures | ||||||||||||||||||||
| 7.00% 2025 Notes | ||||||||||||||||||||
| 7.75% 2025 Notes | ||||||||||||||||||||
| 4.375% 2026 Notes | ||||||||||||||||||||
| 4.35% 2027 Notes | ||||||||||||||||||||
| 6.25% 2027 Notes | ||||||||||||||||||||
| 6.00% 2027 Notes | ||||||||||||||||||||
| 8.00% 2027 Notes | ||||||||||||||||||||
| Total Long-Term Debt Obligations | $ | $ | $ | $ | $ | |||||||||||||||
91
Off-Balance Sheet Arrangements
As
of November 30, 2022 and February 28, 2022, the Company’s off-balance sheet arrangements consisted of $
A summary of the unfunded commitments outstanding as of November 30, 2022 and February 28, 2022 is shown in the table below (dollars in thousands):
| November 30, 2022 |
February 28, 2022 |
|||||||
| At Company’s discretion | ||||||||
| ActiveProspect, Inc. | $ | $ | ||||||
| Artemis Wax Corp. | ||||||||
| Ascend Software, LLC | ||||||||
| Axero Holdings, LLC | ||||||||
| Davisware, LLC | ||||||||
| Granite Comfort, LP | ||||||||
| JDXpert | ||||||||
| LFR Chicken LLC | ||||||||
| Netreo Holdings, LLC | ||||||||
| Pepper Palace, Inc. | ||||||||
| Procurement Partners, LLC | ||||||||
| Saratoga Senior Loan Fund I JV, LLC | ||||||||
| Sceptre Hospitality Resources, LLC | ||||||||
| Book4Time, Inc. | ||||||||
| Total | $ | $ | ||||||
| At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | ||||||||
| Ascend Software, LLC | $ | $ | ||||||
| ARC Health OpCo LLC | ||||||||
| Axero Holdings, LLC | - | |||||||
| Axero Holdings, LLC - Revolver | ||||||||
| Davisware, LLC | ||||||||
| Exigo, LLC - Delayed Draw Term Loan | ||||||||
| Exigo, LLC - Revolver | ||||||||
| GDS Software Holdings, LLC | ||||||||
| Granite Comfort, LP | ||||||||
| GoReact | ||||||||
| JDXpert | ||||||||
| Madison Logic, Inc. - Revolver | ||||||||
| New England Dental Partners | ||||||||
| Pepper Palace, Inc.– Delayed Draw Term Loan | ||||||||
| Pepper Palace, Inc. - Revolver | ||||||||
| Zollege PBC | ||||||||
| LFR Chicken LLC | ||||||||
| Total | $ | $ | ||||||
The Company believes its assets will provide
adequate coverage to satisfy these unfunded commitments. As of November 30, 2022, the Company had cash and cash equivalents of $
Note 10. Directors Fees
The independent directors each receive an annual
fee of $
92
Note 11. Stockholders’ Equity
On
May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $
On
March 20, 2007, the Company issued
On
March 28, 2007, the Company completed its IPO of
On
July 30, 2010, our Manager and its affiliates purchased
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 $
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 November 30, 2022, the Company purchased 898,033 shares of common stock, at the average price of $21.65 for approximately $19.5 million pursuant to the Share Repurchase Plan. During the three months ended November 30, 2022 the Company purchased 94,071 shares of common stock, at the average price of $23.17 for approximately $2.1 million pursuant to the Share Repurchase Plan. During the nine months ended November 30, 2022 the Company purchased 389,598 shares of common stock, at the average price of $24.64 for approximately $9.6 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 $
On
July 13, 2018, the Company issued
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 $
93
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X (Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant caption of stockholders’ equity as shown in the tables below:
| Common Stock | Capital in Excess | Total Distributable | ||||||||||||||||||
| Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Balance at February 28, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | |||||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | ( | ) | ( | ) | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | - | ( | ) | ( | ) | |||||||||||||||
| Offering costs | - | |||||||||||||||||||
| Balance at May 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | ( | ) | ( | ) | |||||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | |||||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | ( | ) | ( | ) | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | - | ( | ) | ( | ) | |||||||||||||||
| Offering costs | - | ( | ) | ( | ) | |||||||||||||||
| Balance at August 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | ( | ) | ( | ) | |||||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | ( | ) | ( | ) | |||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | |||||||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | - | |||||||||||||||||||
| Repurchase fees | - | |||||||||||||||||||
| Offering costs | - | ( | ) | ( | ) | |||||||||||||||
| Balance at November 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
94
| Common Stock | Capital in Excess | Total Distributable | ||||||||||||||||||
| Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | |||||||||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | |||||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | ( | ) | ( | ) | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | ( | ) | ( | ) | ||||||||||||||||
| Offering costs | ( | ) | ( | ) | ||||||||||||||||
| Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | - | ( | ) | |||||||||||||||||
| Balance at February 28, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | |||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | ( | ) | ( | ) | |||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | ( | ) | ( | ) | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | - | ( | ) | ( | ) | |||||||||||||||
| Offering costs | - | |||||||||||||||||||
| Balance at May 31, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | |||||||||||||||||||
| Net realized gain (loss) from investments | - | |||||||||||||||||||
| Realized losses on extinguishment of debt | - | ( | ) | ( | ) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | ( | ) | ( | ) | |||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | ( | ) | ( | ) | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | ( | ) | ( | ) | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | - | ( | ) | ( | ) | |||||||||||||||
| Balance at August 31, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Balance at November 30, 2022 | $ | $ | $ | $ | ||||||||||||||||
95
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X (Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant caption of stockholders’ equity as shown in the tables below:
| Common Stock | Capital in Excess | Total Distributable | ||||||||||||||||||
| Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Balance at February 29, 2020 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | |||||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | - | - | |||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | - | - | - | - | |||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Balance at May 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Balance at August 31, 2020 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Balance at November 30, 2020 | $ | $ | $ | $ | ||||||||||||||||
96
Common Stock |
|
Capital in Excess | Total | |||||||||||||||||
Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | - | - | |||||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | - | - | ( | ) | - | |||||||||||||||
| Balance at February 28, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Balance at May 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Repurchase fees | - | - | ( | ) | - | ( | ) | |||||||||||||
| Offering costs | - | - | ( | ) | - | ( | ) | |||||||||||||
| Balance at August 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
97
Common Stock |
|
Capital | | Total | ||||||||||||||||
Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | |||||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Repurchase fees | - | - | - | - | ||||||||||||||||
| Offering costs | - | - | ( | ) | - | ( | ) | |||||||||||||
| Balance at November 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | ||||||||||||||||||||
| Net realized gain (loss) from investments | ||||||||||||||||||||
| Income tax (provision) benefit from realized gain on investments | ||||||||||||||||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | ||||||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | ( | ) | ( | ) | ||||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | ( | ) | ( | ) | ||||||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Stock dividend distribution | ||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Repurchase fees | ( | ) | ( | ) | ||||||||||||||||
| Offering costs | ( | ) | ( | ) | ||||||||||||||||
| Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | ( | ) | ||||||||||||||||||
| Balance at February 28, 2022 | $ | $ | $ | $ | ||||||||||||||||
98
| For the Year Ended February 28, 2019 | ||||||||||||||||||||
| Common Stock | Capital in Excess | Total Distributable | ||||||||||||||||||
| Shares | Amount | of Par Value | Earnings (Loss) | Net Assets | ||||||||||||||||
| Balance at February 28, 2018 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Cumulative effect of the adoption of ASC 606 (Note 2) | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at March 1, 2018 | ( | ) | ||||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | |||||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | - | - | - | - | |||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Offering costs | - | - | - | - | - | |||||||||||||||
| Balance at May 31, 2018 | ( | ) | ||||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | |||||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Offering costs | - | - | ( | ) | - | ( | ) | |||||||||||||
| Balance at August 31, 2018 | ( | ) | ||||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Offering costs | - | - | ( | ) | - | ( | ) | |||||||||||||
| Balance at November 30, 2018 | ( | ) | ||||||||||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | |||||||||||||||||
| Net realized gain (loss) from investments | - | - | - | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | ( | ) | ( | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | ( | ) | ( | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | - | |||||||||||||||||||
| Stock dividend distribution | - | |||||||||||||||||||
| Repurchases of common stock | - | - | - | - | - | |||||||||||||||
| Offering costs | - | - | ( | ) | - | ( | ) | |||||||||||||
| Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | - | - | ( | ) | - | |||||||||||||||
| Balance at February 28, 2019 | $ | $ | $ | ( | ) | $ | ||||||||||||||
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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 and nine months ended November 30, 2022 and November 30, 2021 (dollars in thousands except share and per share amounts):
| For the three months ended | For the nine months ended | |||||||||||||||
| Basic and Diluted | November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | ||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Weighted average earnings (loss) per common share | $ | $ | $ | $ | ||||||||||||
Note 13. Dividend
On November 15, 2022, the Company declared a dividend
of $
On August 29, 2022, the Company declared a dividend
of $
The following table summarizes dividends declared for the nine months ended November 30, 2022 (dollars in thousands except per share amounts):
| Date Declared | Record Date | Payment Date | Amount Per Share |
Total Amount* | ||||||||
| November 15, 2022 | $ | $ | ||||||||||
| August 29, 2022 | ||||||||||||
| May 26, 2022 | ||||||||||||
| Total dividends declared | $ | $ | ||||||||||
| * |
The following table summarizes dividends declared for the nine months ended November 30, 2021 (dollars in thousands except per share amounts):
| Date Declared | Record Date | Payment Date | Amount Per Share | Total Amount* | ||||||||
| November 30, 2021 | $ | $ | ||||||||||
| August 26, 2021 | ||||||||||||
| May 27, 2021 | ||||||||||||
| March 22, 2021 | ||||||||||||
| Total dividends declared | $ | $ | ||||||||||
| * | Total amount is calculated based on the number of shares outstanding at the date of record. |
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Note 14. Financial Highlights
The following is a schedule of financial highlights as of and for the nine months ended November 30, 2022 and November 30, 2021:
| Per share data | November 30, 2022 | November 30, 2021 | ||||||
| Net asset value at beginning of period | $ | $ | ||||||
| Net investment income(1) | ||||||||
| Net realized and unrealized gain and losses on investments(1) | ( | ) | ||||||
| Realized losses on extinguishment of debt | ( | ) | ( | ) | ||||
| Net increase in net assets resulting from operations | ||||||||
| Distributions declared from net investment income | ( | ) | ( | ) | ||||
| Total distributions to stockholders | ( | ) | ( | ) | ||||
| Issuance of common stock above net asset value (2) | ||||||||
| Repurchases of common stock(3) | ||||||||
| Dilution(4) | ( | ) | ||||||
| Net asset value at end of period | $ | $ | ||||||
| Net assets at end of period | $ | $ | ||||||
| Shares outstanding at end of period | ||||||||
| Per share market value at end of period | $ | $ | ||||||
| Total return based on market value(5)(6) | % | % | ||||||
| Total return based on net asset value(5)(7) | % | % | ||||||
| Ratio/Supplemental data: | ||||||||
| Ratio of net investment income to average net assets(8) | % | % | ||||||
| Expenses: | ||||||||
| Ratios of operating expenses and income taxes to average net assets*(9) | % | % | ||||||
| Ratio of incentive management fees to average net assets(5) | % | % | ||||||
| Ratio of interest and debt financing expenses to average net assets(9) | % | % | ||||||
| Ratio of total expenses and income taxes to average net assets*(8) | % | % | ||||||
| Portfolio turnover rate(5)(10) | % | % | ||||||
| Asset coverage ratio per unit(11) | ||||||||
| Average market value per unit | ||||||||
| Revolving Credit Facility(12) | ||||||||
| SBA Debentures Payable(12) | ||||||||
| 7.00% Notes Payable 2025(12) | ||||||||
| 6.25% Notes Payable 2025(13) | ||||||||
| 7.25% Notes Payable 2025(14) | $ | |||||||
| 7.75% Notes Payable 2025(12) | ||||||||
| 4.375% Notes Payable 2026(12) | ||||||||
| 4.35% Notes Payable 2027(12) | ||||||||
| 6.25% Notes Payable 2027(12) | ||||||||
| 6.00% Notes Payable 2027 | $ | |||||||
| 8.00% Notes Payable 2027 | $ | |||||||
| * |
| (1) |
| (2) | The continuous issuance of common stock may cause an incremental increase in NAV 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 NAV 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 NAV 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 NAV per share 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 NAV 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) |
| (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 DRIP. Total investment return does not reflect brokerage commissions. |
101
| (7) | Total investment return is calculated assuming a purchase of common shares at the current NAV on the first day and a sale at the current NAV 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 DRIP. Total investment return does not reflect brokerage commissions. |
| (8) |
| (9) |
| (10) |
| (11) |
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 December 13, 2022, the Company issued $52.5 million in aggregate principal amount of our 8.125% fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $50.9 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. The Company has granted the underwriters an option to purchase up to an additional $7.875 million in aggregate principal amount of the 8.125% 2027 Notes. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.125% per year, beginning February 28, 2023. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 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. Financing costs of $1.6 million related to the 8.125% 2027 Notes have been capitalized and are being amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with a par value of $25.00 per note.
On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.875 million in aggregate principal amount of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2 million.
On January 9, 2023, our board of directors extended the Share Repurchase Plan for another year to January 15, 2024, increasing the number
of shares to
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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:
| ● | our future operating results and the continued impact of coronavirus (“COVID-19”) pandemic thereon; |
| ● | the introduction, withdrawal, success and timing of business initiatives and strategies; |
| ● | 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; |
| ● | 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; |
| ● | the relative and absolute investment performance and operations of our Manager; |
| ● | the impact of increased competition; |
| ● | our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments; |
| ● | the unfavorable resolution of any future legal proceedings; |
| ● | our business prospects and the operational and financial performance of our portfolio companies; |
| ● | the impact of investments that we expect to make and future acquisitions and divestitures; |
| ● | our contractual arrangements and relationships with third parties; |
| ● | 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; |
| ● | the ability of our portfolio companies to achieve their objectives; |
103
| ● | our expected financings and investments; |
| ● | 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”); |
| ● | the adequacy of our cash resources and working capital; |
| ● | the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon; |
| ● | 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; |
| ● | the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy; |
| ● | the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest; |
| ● | the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager; |
| ● | the impact of changes to tax legislation and, generally, our tax position; |
| ● | our ability to access capital and any future financings by us; |
| ● | the ability of our Manager to attract and retain highly talented professionals; and |
| ● | 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. |
104
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 pandemic 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 Quarterly Report on Form 10-Q, 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.
105
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.
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.
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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. On September 29, 2022, our wholly owned subsidiary, Saratoga Investment Corp. SBIC III LP (“SBIC III 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 note. The 2020 Notes were redeemed in full on January 13, 2017 and are no longer listed on the NYSE.
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 was 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 was 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 the Company was permitted to repurchase unchanged at 600,000 shares of its common stock. On May 4, 2020, our board of directors increased the Share Repurchase Plan to permit the Company to repurchase 1.3 million shares of its 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 the Company was permitted to repurchase 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 the Company is permitted to repurchase unchanged at 1.3 million shares of common stock. As of November 30, 2022, the Company purchased 898,033 shares of common stock, at the average price of $21.65 for approximately $19.5 million pursuant to the Share Repurchase Plan. During the three months ended November 30, 2022 the Company purchased 94,071 shares of common stock, at the average price of $23.17 for approximately $2.1 million pursuant to the Share Repurchase Plan. During the nine months ended November 30, 2022 the Company purchased 389,598 shares of common stock, at the average price of $24.64 for approximately $9.6 million pursuant to the Share Repurchase Plan.
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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 note. 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 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.
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. 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.
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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% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million. 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 were amortized over the term of the 7.25% 2025 Notes. On July 14, 2022, the 7.25% 2025 Notes were redeemed and are no longer listed on the NYSE.
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% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year. The 7.75% 2025 Notes 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% 2025 Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes. As of November 30, 2022, the total 7.75% 2025 Notes outstanding was $5.0 million. The 7.75% 2025 Notes are not listed and have a par value of $25.00 per note.
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 note.
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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 Second 6.25% Notes. The Second 6.25% 2027 Notes are unlisted and have a par value of $25.00 per note.
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. At August 31, 2021, the outstanding receivable of $2.6 million was paid in full.
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. 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 4.375% Notes 2026.
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. 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.
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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 November 30, 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 and nine months ended November 30, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.
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 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 2022-1 Ltd (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 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 November 30, 2022, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively.
As of November 30, 2022, the Company earned $1.1 million of interest income related to SLF JV, which is included in interest income.
SLF JV’s initial investment in SLF 2022 was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00% per annum and was due and payable in full on June 9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing.
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 SLF JV.
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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 4.35% Notes 2027.
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. 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. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. 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 note.
On August 15, 2022, the Company issued an additional $8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of $7.8 million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00% 2027 Notes under the indenture and had the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Additional offering costs incurred were approximately $0.03 million. Additional financing costs of $0.03 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
On September 8, 2022, the Company issued $12.0 million in aggregate principal amount of our 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6 million after deducting customary fees and offering expenses of approximately $0.4 million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 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. Financing costs of $0.05 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
On September 29, 2022, our wholly owned subsidiary, Saratoga Investment Corp. SBIC III LP(“SBIC III LP”), also received an SBIC license from the SBA.
On October 27, 2022, the Company issued $40.0 million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.1 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds to the Company were $5.8 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year, beginning February 28, 2023. The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, 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 $1.3 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
On October 28, 2022, SLF 2022 issued $402.1 million of debt through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As part of the transaction, the Company purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million. As of November 30, 2022 and February 28, 2022, the fair value of these Class E Notes were $11.0 million and $0.0 million, respectively.
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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.
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We undertake 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 Saratoga Investment Advisors and preliminary valuation conclusions are documented 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 CLO,the Class F-2-R-3 Notes tranche of the Saratoga CLO and the Class E Notes tranche of the SLF 2022 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 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 |
| ● | 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.
In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices. New Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and had a compliance date of September 8, 2022. While our board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, the Company has adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
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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.
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.
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.
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.
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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 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:
| ● | organization; |
| ● | calculating our net asset value (including the cost and expenses of any independent valuation firm); |
| ● | 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; |
| ● | expenses incurred by our Manager payable for travel and due diligence on our prospective portfolio companies; |
| ● | interest payable on debt, if any, incurred to finance our investments; |
| ● | offerings of our common stock and other securities; |
| ● | investment advisory and management fees; |
| ● | fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments; |
| ● | transfer agent and custodial fees; |
| ● | federal and state registration fees; |
| ● | all costs of registration and listing our common stock on any securities exchange; |
| ● | federal, state and local taxes; |
| ● | independent directors’ fees and expenses; |
| ● | costs of preparing and filing reports or other documents required by governmental bodies (including the SEC and the SBA); |
| ● | costs of any reports, proxy statements or other notices to common stockholders including printing costs; |
| ● | 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 |
| ● | 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:
| ● | 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. |
| ● | 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.
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:
| ● | 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. |
| ● | 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%. |
| ● | 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.
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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.
Portfolio and Investment Activity
Investment Portfolio Overview
| November 30, 2022 |
February 28, 2022 |
|||||||
| ($ in millions) | ||||||||
| Number of investments(1) | 114 | 94 | ||||||
| Number of portfolio companies(2) | 50 | 45 | ||||||
| Average investment per portfolio company(2) | $ | 18.9 | $ | 17.3 | ||||
| Average investment size(1) | $ | 8.4 | $ | 8.4 | ||||
| Weighted average maturity(3) | 2.8 yrs | 2.9 yrs | ||||||
| Number of industries (5) | 40 | 38 | ||||||
| Non-performing or delinquent investments (fair value) | $ | 9.7 | $ | - | ||||
| Fixed rate debt (% of interest earning portfolio)(3) | $ | 17.0(2.0 | )% | $ | 16.9(2.5 | )% | ||
| Fixed rate debt (weighted average current coupon)(3) | 11.4 | % | 10.0 | % | ||||
| Floating rate debt (% of interest earning portfolio)(3) | $ | 822.5(98.0 | )% | $ | 671.2(97.5 | )% | ||
| Floating rate debt (weighted average current spread over LIBOR)(3)(4) | 6.3 | % | 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 and the Class E Note tranche of the SLF 2022. |
| (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 and the Class E Note tranche of the SLF 2022. |
| (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 and the Class E note tranche of the SLF 2022 are included in Structured Finance Securities industry. |
During the three months ended November 30, 2022, we invested $87.5 million in new and existing portfolio companies and had $56.9 million in aggregate amount of exits and repayments resulting in net investment of $30.6 million for the period. During the three months ended November 30, 2021, we invested $58.6 million in new and existing portfolio companies and had $66.4 million in aggregate amount of exits and repayments resulting in net repayments of $7.9 million for the period.
During the nine months ended November 30, 2022, we invested $345.0 million in new and existing portfolio companies and had $162.1 million in aggregate amount of exits and repayments resulting in net investment of $183.0 million for the period. During the nine months ended November 30, 2021, we invested $293.8 million in new and existing portfolio companies and had $216.2 million in aggregate amount of exits and repayments resulting in net investment of $77.5 million for the period.
Portfolio Composition
Our portfolio composition at November 30, 2022 and February 28, 2022 at fair value was as follows:
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Percentage of Total Portfolio |
Weighted Average Current Yield |
Percentage of Total Portfolio |
Weighted Average Current Yield |
|||||||||||||
| First lien term loans | 81.9 | % | 11.9 | % | 77.3 | % | 8.3 | % | ||||||||
| Second lien term loans | 2.4 | 7.2 | 5.4 | 11.1 | ||||||||||||
| Unsecured term loans | 2.1 | 9.8 | 1.9 | 9.7 | ||||||||||||
| Structured finance securities | 4.0 | 7.4 | 4.7 | 10.5 | ||||||||||||
| Equity interests | 9.6 | - | 10.7 | - | ||||||||||||
| Total | 100.0 | % | 10.4 | % | 100.0 | % | 7.7 | % | ||||||||
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At November 30, 2022, our investment in the subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $19.4 million and constituted 2.0% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of November 30, 2022 and February 28, 2022, was composed of $653.3 million and $660.2 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans. In addition, as of November 30, 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 November 30, 2022, $574.7 million or 96.9% 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 two Saratoga CLO portfolio investments were in default with a fair value of $2.8 million. For more information relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.
Saratoga Investment Advisors normally grades all of our investments using a credit and monitoring rating system (“CMR”). The CMR consists of a single component: a color rating. The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring risk. The color ratings are characterized as follows: (Green)—performing credit; (Yellow)—underperforming credit; (Red)—in principal payment default and/or expected loss of principal.
Portfolio CMR distribution
The CMR distribution for our investments at November 30, 2022 and February 28, 2022 was as follows:
Saratoga Investment Corp.
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
| Green | $ | 823,056 | 83.8 | % | $ | 690,672 | 84.5 | % | ||||||||
| Yellow | 34,067 | 3.5 | 10,593 | 1.3 | ||||||||||||
| Red | - | 0.0 | - | 0.0 | ||||||||||||
| N/A(1) | 124,911 | 12.7 | 116,302 | 14.2 | ||||||||||||
| Total | $ | 982,034 | 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 $1.2 million as of November 30, 2022 was related to the non-accrual of interest income related to the Knowland Group.
The CMR distribution of Saratoga CLO investments at November 30, 2022 and February 28, 2022 was as follows:
Saratoga CLO
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
| Green | $ | 544,170 | 91.7 | % | $ | 595,324 | 93.2 | % | ||||||||
| Yellow | 30,557 | 5.2 | 34,983 | 5.5 | ||||||||||||
| Red | 18,171 | 3.1 | 8,622 | 1.3 | ||||||||||||
| N/A(1) | - | 0.0 | 34 | 0.0 | ||||||||||||
| Total | $ | 592,898 | 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 November 30, 2022 and February 28, 2022:
Saratoga Investment Corp.
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Investments At Fair Value | Percentage of Total Portfolio | Investments At Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Healthcare Software | $ | 113,161 | 11.5 | % | $ | 90,126 | 11.0 | % | ||||||||
| IT Services | 85,394 | 8.7 | 80,804 | 9.9 | ||||||||||||
| Consumer Services | 68,577 | 7.0 | 38,234 | 4.7 | ||||||||||||
| Real Estate Services | 53,219 | 5.4 | 53,506 | 6.6 | ||||||||||||
| HVAC Services and Sales | 49,005 | 5.0 | 29,976 | 3.7 | ||||||||||||
| Education Software | 44,589 | 4.5 | 33,656 | 4.1 | ||||||||||||
| Structured Finance Securities(1) | 38,899 | 4.0 | 38,030 | 4.7 | ||||||||||||
| Hospitality/Hotel | 37,918 | 3.9 | 19,925 | 2.4 | ||||||||||||
| Education Services | 34,505 | 3.5 | 35,309 | 4.3 | ||||||||||||
| Marketing Orchestration Software | 28,676 | 2.9 | 28,777 | 3.5 | ||||||||||||
| Sports Management | 26,803 | 2.7 | 26,654 | 3.3 | ||||||||||||
| Investment Fund | 26,782 | 2.7 | 25,140 | 3.1 | ||||||||||||
| Healthcare Services | 26,251 | 2.7 | 42,054 | 5.1 | ||||||||||||
| Financial Services | 26,176 | 2.7 | 23,540 | 2.9 | ||||||||||||
| Talent Acquisition Software | 26,039 | 2.7 | 19,652 | 2.4 | ||||||||||||
| Direct Selling Software | 25,712 | 2.6 | - | 0.0 | ||||||||||||
| Restaurant | 24,604 | 2.5 | 15,686 | 1.9 | ||||||||||||
| Specialty Food Retailer | 24,325 | 2.5 | 34,013 | 4.2 | ||||||||||||
| Mentoring Software | 21,413 | 2.2 | 18,321 | 2.2 | ||||||||||||
| Legal Software | 20,692 | 2.1 | 7,425 | 0.9 | ||||||||||||
| Mental Healthcare Services | 16,843 | 1.7 | - | 0.0 | ||||||||||||
| Insurance Software | 16,600 | 1.7 | 10,921 | 1.3 | ||||||||||||
| Payroll Services | 15,489 | 1.6 | 17,000 | 2.1 | ||||||||||||
| Corporate Education Software | 14,969 | 1.5 | - | 0.0 | ||||||||||||
| Non-profit Services | 13,036 | 1.3 | 10,039 | 1.2 | ||||||||||||
| Employee Collaboration Software | 12,506 | 1.3 | 10,000 | 1.2 | ||||||||||||
| Lead management Software | 11,896 | 1.2 | - | 0.0 | ||||||||||||
| Dental Practice Management | 11,192 | 1.1 | 8,403 | 1.0 | ||||||||||||
| Research Software | 10,493 | 1.1 | - | 0.0 | ||||||||||||
| Alternative Investment Management Software | 9,920 | 1.0 | - | 0.0 | ||||||||||||
| Industrial Products | 9,090 | 0.9 | 8,427 | 1.0 | ||||||||||||
| Waste Services | 9,000 | 0.9 | 9,000 | 1.1 | ||||||||||||
| Financial Services Software | 8,070 | 0.8 | 5,940 | 0.7 | ||||||||||||
| Field Service Management | 7,891 | 0.8 | 6,981 | 0.9 | ||||||||||||
| Corporate Education Software | 3,724 | 0.4 | 3,306 | 0.4 | ||||||||||||
| Office Supplies | 3,604 | 0.4 | 3,726 | 0.5 | ||||||||||||
| Cyber Security | 2,484 | 0.3 | 1,636 | 0.2 | ||||||||||||
| Staffing Services | 2,080 | 0.2 | 1,912 | 0.2 | ||||||||||||
| Facilities Maintenance | 407 | 0.0 | 482 | 0.1 | ||||||||||||
| Marketing Services | - | 0.0 | 17,327 | 2.1 | ||||||||||||
| Consumer Products | - | 0.0 | 693 | 0.1 | ||||||||||||
| Healthcare Products Manufacturing | - | 0.0 | 714 | 0.1 | ||||||||||||
| Healthcare Supply | - | 0.0 | 5,194 | 0.6 | ||||||||||||
| Dental Practice Management Software | - | 0.0 | 35,038 | 4.3 | ||||||||||||
| Total | $ | 982,034 | 100.0 | % | $ | 817,567 | 100.0 | % | ||||||||
| (1) | As of November 30, 2022 and February 28, 2022, the foregoing 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 and E-Notes of SLF 2022. |
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The following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at November 30, 2022 and February 28, 2022:
Saratoga CLO
| November 30, 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 | $ | 112,491 | 19.0 | % | $ | 123,124 | 19.4 | % | ||||||||
| Services: Business | 64,444 | 10.9 | 69,491 | 10.9 | ||||||||||||
| High Tech Industries | 54,876 | 9.3 | 60,048 | 9.4 | ||||||||||||
| Healthcare & Pharmaceuticals | 37,929 | 6.4 | 43,136 | 6.9 | ||||||||||||
| Services: Consumer | 36,096 | 6.1 | 41,393 | 6.5 | ||||||||||||
| Telecommunications | 26,192 | 4.4 | 27,058 | 4.2 | ||||||||||||
| Consumer goods: Durable | 24,499 | 4.1 | 21,085 | 3.2 | ||||||||||||
| Retail | 22,219 | 3.7 | 16,050 | 2.5 | ||||||||||||
| Chemicals, Plastics, & Rubber | 21,302 | 3.6 | 22,669 | 3.5 | ||||||||||||
| Media: Advertising, Printing & Publishing | 20,544 | 3.5 | 19,660 | 3.1 | ||||||||||||
| Automotive | 20,306 | 3.4 | 24,207 | 3.7 | ||||||||||||
| Containers, Packaging & Glass | 18,355 | 3.1 | 15,253 | 2.4 | ||||||||||||
| Beverage, Food & Tobacco | 16,960 | 2.9 | 22,086 | 3.4 | ||||||||||||
| Aerospace & Defense | 14,372 | 2.4 | 14,369 | 2.2 | ||||||||||||
| Construction & Building | 13,030 | 2.2 | 11,102 | 1.7 | ||||||||||||
| Consumer goods: Non-durable | 12,781 | 2.2 | 14,359 | 2.2 | ||||||||||||
| Hotel, Gaming & Leisure | 12,771 | 2.2 | 16,572 | 2.6 | ||||||||||||
| Media: Broadcasting & Subscription | 11,429 | 1.9 | 11,539 | 1.8 | ||||||||||||
| Media: Diversified & Production | 8,525 | 1.4 | 9,203 | 1.4 | ||||||||||||
| Capital Equipment | 8,363 | 1.4 | 10,062 | 1.6 | ||||||||||||
| Utilities: Oil & Gas | 7,256 | 1.2 | 8,095 | 1.3 | ||||||||||||
| Transportation: Consumer | 6,804 | 1.1 | 4,891 | 0.8 | ||||||||||||
| Wholesale | 5,332 | 0.9 | 4,155 | 0.7 | ||||||||||||
| Transportation: Cargo | 4,373 | 0.7 | 3,752 | 0.6 | ||||||||||||
| Metals & Mining | 3,303 | 0.6 | 6,846 | 1.1 | ||||||||||||
| Forest Products & Paper | 3,189 | 0.5 | 9,367 | 1.5 | ||||||||||||
| Utilities: Electric | 2,336 | 0.4 | 4,026 | 0.6 | ||||||||||||
| Energy: Electricity | 2,151 | 0.4 | 3,660 | 0.6 | ||||||||||||
| Environmental Industries | 489 | 0.1 | 1,550 | 0.2 | ||||||||||||
| Energy: Oil & Gas | 181 | 0.0 | 155 | 0.0 | ||||||||||||
| Total | $ | 592,898 | $ | 100 | % | $ | 638,963 | $ | 100 | % | ||||||
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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 November 30, 2022 and February 28, 2022. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Southeast | $ | 253,245 | 25.8 | % | $ | 257,199 | 31.5 | % | ||||||||
| Midwest | 191,441 | 19.5 | 160,718 | 19.7 | ||||||||||||
| West | 169,670 | 17.3 | 183,643 | 22.5 | ||||||||||||
| Northeast | 147,680 | 15.0 | 85,414 | 10.4 | ||||||||||||
| Southwest | 131,471 | 13.4 | 62,475 | 7.6 | ||||||||||||
| Northwest | 2,484 | 0.3 | 1,636 | 0.2 | ||||||||||||
| Other(1) | 86,043 | 8.8 | 66,482 | 8.1 | ||||||||||||
| Total | $ | 982,034 | 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 and nine months ended November 30, 2022 and November 30, 2021 was as follows:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Total investment income | $ | 26,257 | $ | 16,502 | $ | 66,789 | $ | 51,760 | ||||||||
| Total operating expenses | 16,380 | 11,305 | 41,238 | 37,614 | ||||||||||||
| Net investment income | 9,877 | 5,197 | 25,551 | 14,146 | ||||||||||||
| Net realized gain (loss) from investments | (740 | ) | 9,917 | 7,366 | 13,329 | |||||||||||
| Income tax (provision) benefit from realized gain on investments | 479 | (2,447 | ) | 549 | (2,896 | ) | ||||||||||
| Net change in unrealized appreciation (depreciation) on investments | (3,176 | ) | (6,043 | ) | (25,768 | ) | 14,146 | |||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | (426 | ) | 2,480 | (1,018 | ) | 921 | ||||||||||
| Realized losses on extinguishment of debt | 0 | (764 | ) | (1,205 | ) | (2,316 | ) | |||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 6,014 | $ | 8,340 | $ | 5,475 | $ | 37,330 | ||||||||
Investment income
The composition of our investment income for three and nine months ended November 30, 2022 and November 30, 2021 was as follows:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 |
November 30, 2021 |
November 30, 2022 |
November 30, 2021 |
|||||||||||||
| ($ in thousands) | ||||||||||||||||
| Interest from investments | $ | 23,517 | $ | 14,137 | $ | 59,356 | $ | 42,938 | ||||||||
| Interest from cash and cash equivalents | 201 | 1 | 235 | 2 | ||||||||||||
| Management fee income | 818 | 816 | 2,451 | 2,449 | ||||||||||||
| Dividend Income | 437 | 538 | 950 | 1,595 | ||||||||||||
| Structuring and advisory fee income | 553 | 582 | 2,814 | 2,923 | ||||||||||||
| Other income | 731 | 428 | 983 | 1,853 | ||||||||||||
| Total investment income | $ | 26,257 | $ | 16,502 | $ | 66,789 | $ | 51,760 | ||||||||
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For the three months ended November 30, 2022, total investment income increased $9.8 million, or 59.1%, to $26.3 million from $16.5 million for the three months ended November 30, 2021. Interest income from investments increased $9.4 million, or 66.3%, to $23.5 million for the three months ended November 30, 2022 from $14.1 million for the three months ended November 30, 2021. Interest income from investment increased due to the increase of $320.2 million, or 48.3%, in total investments at November 30, 2022 from $661.8 million at November 30, 2021 to $982.0 million as of November 30, 2022, combined with the increase in the weighted average current yield on investments to 10.4%, up from 8.1% at November 30, 2021.
For the nine months ended November 30, 2022, total investment income increased $15.0 million, or 29.0%, to $66.8 million from $51.8 million for the nine months ended November 30, 2021. Interest income from investments increased $16.4 million, or 38.2%, to $59.4 million for the nine months ended November 30, 2022 from $42.9 million for the nine months ended November 30, 2021. Interest income from investment increased due to the increase of $320.2 million, or 48.3%, in total investments at November 30, 2022 from $661.8 million at November 30, 2021 to $982.0 million as of November 30, 2022.
For the three and nine months ended November 30, 2022 and November 30, 2021, total PIK income was $0.4 million and $0.2 million, respectively and $0.7 million and $1.3 million respectively.
Management fee income reflects the fee income received for managing the Saratoga CLO. For the three months ended November 30, 2022 and November 30, 2021, total management fee income was $0.8 million and $0.8 million, respectively. For the nine months ended November 30, 2022 and November 30, 2021, total management fee income was $2.5 million and $2.4 million, respectively.
For the three and nine months ended November 30, 2022 and November 30, 2021, total dividend income was $0.4 million and $0.5 million, respectively, and $0.9 million and $1.6 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 and nine months ended November 30, 2022 and November 30, 2021, total structuring and advisory fee income was $0.6 million and $0.6 million, respectively, and $2.8 million and $2.9 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 and nine months ended November 30, 2022 and November 30, 2021, other income was $0.7 million and $0.4 million, respectively, and $1.0 million and $1.9 million, respectively. Other income includes origination fees and prepayment income fees and is recorded in the consolidated statements of operations when earned. The increase was driven primarily by amendment fees earned in the quarter, while the decrease in the nine months period related to prepayment penalties earned from certain redemptions in the prior year that did not recur this year.
Operating expenses
The composition of our operating expenses for the three and nine months ended November 30, 2022 and November 30, 2021 was as follows:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2022 | November 30, 2021 | November 30, 2022 | November 30, 2021 | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Interest and debt financing expenses | $ | 8,450 | $ | 4,843 | $ | 23,243 | $ | 14,368 | ||||||||
| Base management fees | 4,259 | 2,923 | 12,165 | 8,685 | ||||||||||||
| Incentive management fees expense (benefit) | 1,531 | 2,417 | 217 | 9,698 | ||||||||||||
| Professional fees | 559 | (104 | ) | 1,344 | 863 | |||||||||||
| Administrator expenses | 819 | 750 | 2,342 | 2,156 | ||||||||||||
| Insurance | 89 | 85 | 266 | 258 | ||||||||||||
| Directors fees and expenses | 80 | 73 | 300 | 266 | ||||||||||||
| General & administrative and other expenses | 525 | 358 | 1,492 | 1,302 | ||||||||||||
| Income tax expense (benefit) | 68 | (40 | ) | (132 | ) | 18 | ||||||||||
| Total operating expenses | $ | 16,380 | $ | 11,305 | $ | 41,237 | $ | 37,614 | ||||||||
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For the three months ended November 30, 2022, total operating expenses increased $5.0 million, or 44.5%, compared to the three months ended November 30, 2021. For the nine months ended November 30, 2022, total operating expenses increased $3.6 million, or 9.6%, compared to the nine months ended November 30, 2021.
For the three months ended November 30, 2022, interest and debt financing expenses increased $3.6 million, or 74.5%, compared to the three months ended November 30, 2021. The increase is primarily attributable to an increase in average outstanding debt from $425.9 million for the three months ended November 30, 2021 to $679.0 million for the three months ended November 30, 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 and the 8.00% 2027 Notes during the three months ended November 30, 2022.
For the nine months ended November 30, 2022, interest and debt financing expenses increased $8.9 million, or 61.8%, compared to the nine months ended November 30, 2021. The increase is primarily attributable to an increase in average outstanding debt from $378.3 million for the nine months ended November 30, 2021 to $476.3 million for the nine months ended November 30, 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 and the 8.00% 2027 Notes during the nine months ended November 30, 2022.
For the three and nine months ended November 30, 2022 and November 30, 2021, the weighted average interest rate on our outstanding indebtedness was 4.43% and 3.98%, respectively and 5.74% and 4.24%, 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, the redemption of the 7.25% 2027 Notes and the issuance of lower cost SBA debentures over the past year.
As of November 30, 2022 and February 28, 2022, the SBA debentures represented 34.6% and 36.2% of overall debt, respectively.
For the three months ended November 30, 2022, base management fees increased $1.3 million, or 45.7%, from $3.0 million to $4.3 million compared to the three months ended November 30, 2021. The increase in base management fees results from the 45.7% increase in the average value of our total assets, less cash and cash equivalents, from $670.1 million for the three months ended November 30, 2021 to $976.1 million for the three months ended November 30, 2022. For the nine months ended November 30, 2022, base management fees increased $3.4 million, or 40.1%, from $8.7 million to $12.2 million compared to the nine months ended November 30, 2021. The increase in base management fees results from the 40.1% increase in the average value of our total assets, less cash and cash equivalents, from $658.7 million for the nine months ended November 30, 2021 to $922.6 million for the nine months ended November 30, 2022.
For the three months ended November 30, 2022, incentive management fees decreased $0.9 million, or 36.7%, compared to the three months ended November 30, 2021. The incentive fee on income increased from $1.5 million to $2.3 million for the three months ended November 30, 2021 and 2022. The incentive fee on capital gains decreased from a $0.9 million expense for the three months ended November 30, 2021 to a $(0.8) million benefit for the three months ended November 30, 2022, both reflecting the incentive fee income on net unrealized appreciation and depreciation recognized during both these periods.
For the nine months ended November 30, 2022, incentive management fees decreased $9.5 million, or 97.8%, compared to the nine months ended November 30, 2021. The incentive fee on income decreased from $4.8 million for the nine months ended November 30, 2021 to $4.0 million for the nine months ended November 30, 2022, reflecting the Company’s net investment income being below the hurdle based on net asset value for incentive fee purposes for part of the nine months. The incentive fee on capital gains decreased from a $4.9 million expense for the nine months ended November 30, 2021 to a $(3.7) million benefit for the nine months ended November 30, 2022, both reflecting the incentive fee income on net unrealized appreciation and depreciation recognized during both these periods.
For the three and nine months ended November 30, 2022, professional fees increased $0.7 million, or 74.5%, and increased $0.5 million, or 55.7%, respectively, compared to the three and nine months ended November 30, 2021.
For the three and nine months ended November 30, 2022, administrator expenses increased $0.07 million, or 634.8%, and increased $0.5 million or 55.7% compared to the three and nine months ended November 30, 2022.
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As discussed above, the increase in interest and debt financing expenses for the three months ended November 30, 2022 compared to the three months ended November 30, 2021 is primarily attributable to an increase in the average dollar amount of outstanding debt. During the three months ended November 30, 2022 and November 30, 2021, the average borrowings outstanding under the Encina Credit Facility and the Madison Credit Facility was $32.8 million and $9.2 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility and the Madison Credit Facility was 7.19% and 4.94%, respectively. For the three months ended November 30, 2022 and November 30, 2021, the average borrowings outstanding of SBA debentures was $242.7 million and $176.6 million, respectively. For the three months ended November 30, 2022 and November 30, 2021, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.86% and 2.44%, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.25% 2025 Notes outstanding was $0.0 million and $0.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the weighted average dollar amount of our 7.25% 2025 Notes outstanding was $0.0 million and $43.1 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the weighted average dollar amount of our 7.75% 2025 Notes outstanding was $5.0 million and $5.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.25% 2027 Notes outstanding was $15.0 million and $15.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 4.375% 2026 Notes outstanding was $175.0 million and $175.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 4.35% 2027 Notes outstanding was $75.0 million and $0.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.00% 2027 Notes outstanding was $105.5 million and $0.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 8.00% 2027 Notes outstanding was $16.9 million and $0.0 million, respectively. During the three months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 7.00% 2025 Notes outstanding was $11.0 million and $0.0 million, respectively.
As discussed above, the increase in interest and debt financing expenses for the nine months ended November 30, 2022 compared to the nine months ended November 30, 2021 is primarily attributable to an increase in the average dollar amount of outstanding debt. During the nine months ended November 30, 2022 and November 30, 2021, the average borrowings outstanding under the Encina Credit Facility and the Madison Credit Facility was $25.9 million and $12.5 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility and the Madison Credit Facility was 6.16% and 4.02%, respectively. For the nine months ended November 30, 2022 and November 30, 2021, the average borrowings outstanding of SBA debentures was $226.5 million and $172.0 million, respectively. For the nine months ended November 30, 2022 and November 30, 2021, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.74% and 2.66%, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.25% 2025 Notes outstanding was $0.0 million and $39.3 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the weighted average dollar amount of our 7.25% 2025 Notes outstanding was $18.0 million and $43.1 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the weighted average dollar amount of our 7.75% 2025 Notes outstanding was $5.0 million and $5.0 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.25% 2027 Notes outstanding was $15.0 million and $15.0 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 4.375% 2026 Notes outstanding was $175.0 million and $115.3 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 4.35% 2027 Notes outstanding was $75.0 million and $0.0 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 6.00% 2027 Notes outstanding was $82.5 million and $0.0 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 8.00% 2027 Notes outstanding was $5.6 million and $0.0 million, respectively. During the nine months ended November 30, 2022 and November 30, 2021, the average dollar amount of our 7.00% 2025 Notes outstanding was $3.7 million and $0.0 million, respectively.
For the three months ended November 30, 2022 and November 30, 2021, there were income tax expense (benefits) of $0.07 million and $(0.04) million, respectively. For the nine months ended November 30, 2022 and November 30, 2021, there were income tax expense (benefits) of $(0.1) million and $0.02 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.
125
Net realized gains (losses) on sales of investments
For the three months November 30, 2022, the Company had $56.9 million of sales, repayments, exits or restructurings resulting in $0.7 million of net realized losses. For the nine months ended November 30, 2022, the Company had $162.1 million of sales, repayments, exits or restructurings resulting in $7.4 million of net realized gains.
| Nine Months ended November 30, 2022 | ||||||||||||||
| Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain (Loss) | ||||||||||
| PDDS Buyer, LLC | Equity Interests | $ | 9,943,838 | $ | 2,000,000 | $ | 7,943,838 | |||||||
| Ohio Medical, LLC | Equity Interests | 770,161 | 380,353 | 389,808 | ||||||||||
| Targus Holdings, Inc. | Equity Interests | 294,087 | 1,424,329 | (1,130,242 | ) | |||||||||
| Censis Technologies, Inc. | Equity Interests | - | - | 68,731 | ||||||||||
| Texas Teachers of Tomorrow, LLC | Equity Interests | - | - | 24,977 | ||||||||||
| V Rental Holdings LLC | Equity Interests | - | - | 68,800 | ||||||||||
The $7.9 million of net realized gains was from the sale of the equity position in the Company’s PPDS Buyer, LLC investment.
The $0.4 million of net realized gain was from the sale of the equity position in the Company’s Ohio Medical, LLC investment.
The $1.1 million of net realized loss was from the sale of the equity position in the Company’s Targus Holdings, Inc investment.
The Company received escrow payments from the prior sales of its investments in Censis Technologies, Inc., Texas Teachers of Tomorrow, LLC and V Rental Holdings LLC.
For the nine months ended November 30, 2021, the Company had $216.2 million of sales, repayments, exits or restructurings resulting in $13.3 million of net realized gains.
| Nine Months ended November 30, 2021 | ||||||||||||||
| Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain | ||||||||||
| GreyHeller LLC | Equity Interests | $ | 8,178,457 | $ | 850,000 | $ | 7,328,457 | |||||||
| Lexipol, LLC | Equity Interests | 10,792,127 | 10,792,268 | (141 | ) | |||||||||
| My Alarm Center, LLC | Equity Interests | - | 4,867,102 | (4,867,102 | ) | |||||||||
| Passageways, Inc. | Equity Interests | 7,439,802 | 1,000,000 | 6,439,802 | ||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note | Structured Finance Securities | 8,360,133 | 8,500,000 | (139,867 | ) | |||||||||
| Texas Teachers of Tomorrow, LLC | Equity Interests | 3,338,611 | 750,000 | 2,588,611 | ||||||||||
| V Rental Holdings LLC | Equity Interests | 2,344,817 | 365,914 | 1,978,903 | ||||||||||
The $7.3 million of net realized gains was from the sale of the equity position in the Company’s GreyHeller LLC investment.
The $4.9 million of net realized loss was from the Company’s My Alarm Center, LLC investment that was deemed worthless during this period.
The $6.4 million of net realized gains was from the sale of the equity position in the Company’s Passageways Inc. investment.
The $0.1 million of net realized loss was from the repayment of the structured finance securities in the Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note.
The $2.6 million of net realized gains was from the sale of the equity position in the Company’s Texas Teachers of Tomorrow, LLC investment.
The $1.9 million of net realized gains was from the sale of the equity position in the Company’s V Rental Holdings LLC investment.
126
Net change in unrealized appreciation (depreciation) on investments
For the nine months ended November 30, 2022, our investments had a net change in unrealized depreciation of $25.7 million versus a net change in unrealized appreciation of $14.1 million for the nine months ended November 30, 2021. The most significant cumulative net change in unrealized appreciation (depreciation) for the nine months ended November 30, 2022 were the following (dollars in thousands):
| Nine Months ended November 30, 2022 | ||||||||||||||||||
| Issuer | Asset Type | Cost | Fair Value | Total Unrealized Appreciation (Depreciation) |
YTD Change in Unrealized Appreciation (Depreciation) |
|||||||||||||
| Pepper Palace, Inc. | First Lien Term Loan & Equity Interests | $ | 34,314 | $ | 24,325 | $ | (9,989 | ) | $ | (9,470) | ||||||||
| Artemis Wax Corp. | First Lien Term Loan & Equity Interests | 64,663 | 68,576 | 3,913 | 2,453 | |||||||||||||
| Vector Controls Holding Co., LLC | First Lien Term Loan & Equity Interests | 3,478 | 9,091 | 5,613 | 2,194 | |||||||||||||
| Axero Holdings, LLC | First Lien Term Loan & Equity Interests | 10,546 | 12,506 | 1,961 | 1,412 | |||||||||||||
| Destiny Solutions Inc. | Equity Interests | 3,969 | 8,743 | 4,774 | 1,111 | |||||||||||||
| Zollege PBC | First Lien Term Loan & Equity Interests | 16,641 | 15,377 | (1,264 | ) | (1,130 | ) | |||||||||||
| Netreo Holdings, LLC | First Lien Term Loan & Equity Interests | 33,419 | 42,394 | 8,975 | (1,668 | ) | ||||||||||||
| PDDS Buyer, LLC | First Lien Term Loan & Equity Interests | - | - | - | (5,094 | ) | ||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | Structured Finance Securities | 29,969 | 19,427 | (10,542 | ) | (6,923 | ) | |||||||||||
| Saratoga Senior Loan Fund I JV, LLC | Equity Interests | 35,202 | 26,781 | (8,421 | ) | (7,312 | ) | |||||||||||
The $9.5 million of unrealized depreciation in our investment Pepper Palace, Inc. was driven by overall company performance.
The $2.5 million of unrealized appreciation in our investment in Artemis Wax Corp. was driven by growth and improved financial performance.
The $2.2 million of unrealized appreciation in our investment in Vector Controls Holdings Co., LLC was driven by overall company performance.
The $1.4 million of unrealized appreciation in our investment in Axero Holdings, LLC was driven by growth and improved financial performance.
The $1.1 million of unrealized appreciation in our investment in Destiny Solutions Inc. was driven by growth and improved financial performance.
The $1.1 million of unrealized depreciation in our investment in Zollege PBC was driven by overall company performance.
The $1.7 million of unrealized depreciation in our investment Netreo Holdings, LLC was driven by increased company leverage.
The $5.1 million of unrealized depreciation in our investment PDDS Buyer, LLC was driven by the sale of that investment, resulting in a reversal of previously recognized unrealized appreciation reclassified to realized gains.
The $6.9 million of unrealized depreciation in our investment Saratoga Investment Corp. CLO 2013-1, Ltd. was driven by the increase in discount rates, the impact of changes in LIBOR rates and overall market conditions.
The $7.3 million of unrealized depreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was driven by the increase in discount rates and overall market conditions.
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The most significant cumulative net change in unrealized appreciation (depreciation) for the nine months ended November 30, 2021 were the following (dollars in thousands):
| Nine Months ended November 30, 2021 | ||||||||||||||||||
| Issuer | Asset Type | Cost | Fair Value | Total Unrealized Appreciation | YTD Change in Unrealized Appreciation | |||||||||||||
| My Alarm Center, LLC | Equity Interests | $ | - | $ | - | $ | - | $ | 4,686 | |||||||||
| C2 Educational Systems, Inc. | First Lien Term Loan & Equity Interests | 18,979 | 17,896 | (1,083 | ) | 1,416 | ||||||||||||
| Netreo Holdings, LLC | First Lien Term Loan & Equity Interests | 24,056 | 33,934 | 9,878 | 4,290 | |||||||||||||
| PDDS Buyer, LLC | First Lien Term Loan & Equity Interests | 22,865 | 26,400 | 3,535 | 2,711 | |||||||||||||
| Schoox, Inc. | Equity Interests | 476 | 3,447 | 2,971 | 2,971 | |||||||||||||
| Top Gun Pressure Washing, LLC | First Lien Term Loan & Equity Interests | 10,908 | 10,995 | 87 | 1,154 | |||||||||||||
| Destiny Solutions Inc. | First Lien Term Loan & Equity Interests | 3,969 | 6,622 | 2,653 | 1,626 | |||||||||||||
Village Realty Holdings LLC & V Rental Holdings LLC | First Lien Term Loan & Equity Interests | - | - | - | (2,183 | ) | ||||||||||||
| Passageways, Inc. | First Lien Term Loan & Equity Interests | - | - | - | (2,311 | ) | ||||||||||||
The $4.7 million net change in unrealized appreciation in our investment in My Alarm Center, LLC was driven by the reversal of previously recognized unrealized depreciation reclassified to realized losses.
The $1.4 million net change in unrealized appreciation in our investment in C2 Education Systems was driven by improved financial performance.
The $4.3 million net change in unrealized appreciation in our investment in Netreo Holdings, LLC was driven by growth and improved financial performance.
The $2.7 million net change in unrealized appreciation in our investment in PDDS Buyer, LLC was driven by overall strong company performance.
The $3.0 million net change in unrealized appreciation in our investment in Schoox, Inc. was driven by overall strong company performance.
The $1.2 million net change in unrealized appreciation in our investment in Top Gun Pressure Washing, LLC was driven by growth, improved financial performance, and a reduced leverage profile.
The $1.6 million net change in unrealized appreciation in our investment in Destiny Solutions Inc. was driven by growth and overall strong financial performance.
The $2.2 million net change in unrealized depreciation in our investment in Village Realty Holdings, LLC was driven by the sale of that investment, resulting in a reversal of previously recognized unrealized appreciation reclassified to realized gains.
The $2.3 million net change in unrealized depreciation in our investment in Passageways, Inc. was 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 November 30, 2022, we recorded a net increase in net assets resulting from operations of $6.0 million. Based on 11,893,173 weighted average common shares outstanding as of November 30, 2022, our per share net increase in net assets resulting from operations was $0.51 for the three months ended November 30, 2022. For the three months ended November 30, 2021, we recorded a net increase in net assets resulting from operations of $8.3 million. Based on 11,450,181 weighted average common shares outstanding as of November 30, 2021, our per share net increase in net assets resulting from operations was $0.73 for the three months ended November 30, 2021.
For the nine months ended November 30, 2022, we recorded a net increase in net assets resulting from operations of $5.5 million. Based on 11,989,811 weighted average common shares outstanding as of November 30, 2022, our per share net decrease in net assets resulting from operations was $0.46 for the nine months ended November 30, 2022. For the nine months ended November 30, 2021, we recorded a net increase in net assets resulting from operations of $37.3 million. Based on 11,312,991 weighted average common shares outstanding as of November 30, 2021, our per share net decrease in net assets resulting from operations was $3.30
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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 173.2% as of November 30, 2022 and 209.3% 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.
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.
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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.
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%. |
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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; |
| ○ | 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 November 30, 2022, we had $25.0 million outstanding borrowings under the Encina Credit Facility and $242.6 million of SBA- guaranteed debentures outstanding (which are discussed below).
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SBA-guaranteed debentures
In addition, we, through three 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. On August 14, 2019, our wholly owned subsidiary, Saratoga Investment Corp. SBIC II LP, also received a license. On September 29, 2022, our wholly owned subsidiary, Saratoga Investment Corp. SBIC III LP (“SBIC III LP”), also received an SBIC license from the SBA. 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.
The SBIC LP, SBIC II LP, and SBIC III LP are regulated by the SBA. 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. SBIC III LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA-guaranteed debentures. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least $175.0 million in combined regulatory capital. 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 the third license approval, Saratoga can grow its SBA relationship from $150.0 million to $350.0 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.
As of November 30, 2022, SBIC LP had $75.0 million in regulatory capital and $67.7 million in SBA-guaranteed debentures outstanding, SBIC II LP had $87.5 million in regulatory capital and $175.0 million in SBA-guaranteed debentures outstanding and SBIC III LP subsidiary had $35.0 million in regulatory capital and $0.0 million in SBA-guaranteed debentures outstanding.
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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 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 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 note 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% 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. 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 were amortized over the term of the 7.25% 2025 Notes.
On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAK” and have been delisted following the full redemption on July 14, 2022.
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On July 9, 2020, the Company issued $5.0 million in aggregate principal amount of our 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. 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% 2025 Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes. The 7.75% 2025 Notes are unlisted and have a par value of $25.00 per note.
At November 30, 2022, the total 7.75% 2025 Notes outstanding was $5.0 million.
On December 29, 2020, the Company issued $5.0 million in aggregate principal amount of our 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% Notes 2027 are not listed and have a par value of $25.00 per note.
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. 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 November 30, 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 4.375% Notes 2026.
On July 15, 2021, the Company issued an additional $125.0 million in aggregate principal amount of the 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 November 30, 2022, the total 4.375% Notes 2026 outstanding was $175.0 million.
On January 19, 2022, the Company issued $75.0 million in aggregate principal amount of 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. 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 4.35% Notes 2027.
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At November 30, 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 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 the 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. 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. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $3.3 million related to the 6.00% Notes 2027 have been capitalized and are being amortized over the term of the 6.00% Notes 2027. The 6.00% Notes 2027 are listed on the NYSE under the trading symbol “SAT” with a par value of $25.00 per note.
On August 15, 2022, the Company issued an additional $8.0 million in aggregate principal amount of the 6.00% 2027 Notes for net proceeds of $7.8 million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00% 2027 Notes under the indenture and had the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Additional offering costs incurred were approximately $0.03 million. Additional financing costs of $0.03 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
At November 30, 2022 the total 6.00% Notes 2027 outstanding was $105.5 million.
On September 8, 2022, the Company issued $12.0 million in aggregate principal amount of the 7.00% 2025 Notes for net proceeds of $11.6 million after deducting bond issuance discounts of approximately $0.4 million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, 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 $0.05 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
At November 30, 2022 the total 7.00% Notes 2025 outstanding was $12.0 million.
On October 27, 2022, the Company issued $40.0 million in aggregate principal amount of the 8.00% 2027 Notes for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.1 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds to the Company were $5.8 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year, beginning February 28, 2023. The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, 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 $1.3 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
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At November 30, 2022 the total 8.00% Notes 2027 outstanding was $46.0 million.
At November 30, 2022 and February 28, 2022, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts were as follows:
| November 30, 2022 | February 28, 2022 | |||||||||||||||
| Fair Value | Percentage of Total | Fair Value | Percentage of Total | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Cash and cash equivalents | $ | 5,672 | 0.5 | % | $ | 47,258 | 5.4 | % | ||||||||
| Cash and cash equivalents, reserve accounts | 41,376 | 4.0 | 5,613 | 0.6 | ||||||||||||
| First lien term loans | 804,242 | 76.2 | 631,573 | 72.6 | ||||||||||||
| Second lien term loans | 23,780 | 4.3 | 44,385 | 5.1 | ||||||||||||
| Unsecured term loans | 20,599 | 2.0 | 38,030 | 4.4 | ||||||||||||
| Structured finance securities | 38,900 | 3.8 | 15,931 | 1.8 | ||||||||||||
| Equity interests | 94,513 | 9.2 | 87,648 | 10.1 | ||||||||||||
| Total | $ | 1,029,082 | 100.0 | % | $ | 870,438 | 100.0 | % | ||||||||
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.
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 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 November 30, 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 and nine months ended November 30, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.
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 November 30, 2022, the Company purchased 898,033 shares of common stock, at the average price of $21.65 for approximately $19.5 million pursuant to the Share Repurchase Plan. During the three months ended November 30, 2022, the Company purchased 94,071 shares of common stock, at the average price of $23.17 for approximately $2.1 million pursuant to the Share Repurchase Plan. During the nine months ended November 30, 2022, the Company purchased 389,598 shares of common stock, at the average price of $24.64 for approximately $9.6 million pursuant to the Share Repurchase Plan.
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On November 15, 2022, the Company declared a dividend of $0.68 per share payable on January 4, 2023, to common stockholders of record on December 15, 2022. 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 $6.8 million in cash and 53,615 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 $24.26 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21, 22, 23, 27, 28, 29 and 30 2022 and January 3 and 4, 2023.
On August 29, 2022, the Company declared a dividend of $0.54 per share payable on September 29, 2022, to common stockholders of record on September 14, 2022. 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 $5.3 million in cash and 52,313 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 $22.00 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
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 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.
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 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 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 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 $26.77 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 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.
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 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.
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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 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 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 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 DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,797 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 21,563 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.
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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.
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.
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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.
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.
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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 173.2% as of November 30, 2022 and 209.3% as of February 28, 2022.
Subsequent Events
On December 13, 2022, the Company issued $52.5 million in aggregate principal amount of our 8.125% fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $50.9 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. The Company has granted the underwriters an option to purchase up to an additional $7.875 million in aggregate principal amount of the 8.125% 2027 Notes. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.125% per year, beginning February 28, 2023. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 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. Financing costs of $1.6 million related to the 8.125% 2027 Notes have been capitalized and are being amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with a par value of $25.00 per note.
On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.875 million in aggregate principal amount of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2 million.
On January 9, 2023, our board of directors extended the Share Repurchase Plan for another year to January 15, 2024, increasing the number of shares to 1.7 million shares of common stock.
Contractual obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 2022:
| Payment Due by Period | ||||||||||||||||||||
| Long-Term Debt Obligations | Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Revolving credit facility | $ | 25,000 | $ | - | $ | 25,000 | $ | - | $ | - | ||||||||||
| SBA debentures | 242,660 | - | 15,000 | 52,660 | 175,000 | |||||||||||||||
| 7.00% 2025 Notes | 12,000 | - | 12,000 | - | - | |||||||||||||||
| 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 | 105,500 | - | - | 105,500 | - | |||||||||||||||
| 8.00% 2027 Notes | 46,000 | - | - | 46,000 | - | |||||||||||||||
| Total Long-Term Debt Obligations | $ | 701,160 | $ | - | $ | 57,000 | $ | 454,160 | $ | 190,000 | ||||||||||
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Off-balance sheet arrangements
As of November 30, 2022 and February 28, 2022, the Company’s off-balance sheet arrangements consisted of $77.5 million and $88.4 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 November 30, 2022 and February 28, 2022 is shown in the table below (dollars in thousands):
| November 30, 2022 | February 28, 2022 | |||||||
| At Company’s discretion | ||||||||
| ActiveProspect, Inc. | $ | 10,000 | $ | - | ||||
| Artemis Wax Corp. | 8,500 | 3,700 | ||||||
| Ascend Software, LLC | 5,000 | 5,000 | ||||||
| Axero Holdings, LLC | - | 3,000 | ||||||
| Davisware, LLC | 2,000 | 2,000 | ||||||
| Granite Comfort, LP | 5,000 | - | ||||||
| JDXpert | 5,000 | - | ||||||
| LFR Chicken LLC | 4,000 | 10,000 | ||||||
| Netreo Holdings, LLC | 2,350 | 4,000 | ||||||
| Pepper Palace, Inc. | 3,000 | 3,000 | ||||||
| Procurement Partners, LLC | - | 2,800 | ||||||
| Saratoga Senior Loan Fund I JV, LLC | 8,548 | 17,500 | ||||||
| Sceptre Hospitality Resources, LLC | 5,000 | 1,000 | ||||||
| Book4Time, Inc. | - | 2,000 | ||||||
| Total | 58,398 | 54,000 | ||||||
| At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | ||||||||
| Ascend Software, LLC | 4,200 | 6,500 | ||||||
| ARC Health OpCo LLC | 773 | - | ||||||
| Axero Holdings, LLC | - | 2,000 | ||||||
| Axero Holdings, LLC - Revolver | 500 | 500 | ||||||
| Davisware, LLC | - | 1,000 | ||||||
| Exigo, LLC - Delayed Draw Term Loan | 4,167 | - | ||||||
| Exigo, LLC - Revolver | 833 | - | ||||||
| GDS Software Holdings, LLC | - | 2,786 | ||||||
| Granite Comfort, LP | 500 | - | ||||||
| GoReact | 500 | 2,500 | ||||||
| JDXpert | 1,000 | - | ||||||
| Madison Logic, Inc. - Revolver | 1,084 | 1,084 | ||||||
| New England Dental Partners | - | 4,500 | ||||||
| Pepper Palace, Inc. – Delayed Draw Term Loan | 2,000 | 2,000 | ||||||
| Pepper Palace, Inc. - Revolver | 2,500 | 2,500 | ||||||
| Zollege PBC | 1,000 | 1,000 | ||||||
| LFR Chicken LLC | - | 3,000 | ||||||
| 19,057 | 29,370 | |||||||
| Total | $ | 77,455 | $ | 83,370 | ||||
The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of November 30, 2022, the Company had cash and cash equivalents of $47.0 million and $25.0 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, SOFR or BSBY 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, SOFR or BSBY. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. It is possible that the Federal Reserve’s tightening cycle could result the United States into a recession, which would likely decrease interest rates. 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 base rates, such floating rates, are not offset by corresponding increases in the spread over such base rate that we earn on any portfolio investments, a decrease in our operating expenses, or a decrease in the interest rate associated with our borrowings. 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 or BSBY. At November 30, 2022, we had $676.2 million of borrowings outstanding. In addition, there were $25.0 million borrowings outstanding under the Encina Credit Facility as of November 30, 2022.
We have analyzed the potential impact of changes in interest rates on interest income from investments. Assuming that our investments as of November 30, 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 $8.6 million to our interest income. Conversely, a hypothetical change of a 1.0% decrease in interest rates would cause a corresponding decrease of approximately $8.6 million to our interest income.
Changes in interest rates would have no impact to our current interest and debt financing expense, as all our borrowings, except for the Encina Credit Facility, are fixed rate.
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the statements of assets and liabilities and other business developments that could magnify or diminish our sensitivity to interest rate changes, nor does it account for divergences in LIBOR and the commercial paper rate, which have historically moved in tandem but, in times of unusual credit dislocations, have experienced periods of divergence. Accordingly, no assurances can be given that actual results would not materially differ from the potential outcome simulated by this estimate.
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For further information, the following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of November 30, 2022.
| Increase | (Increase) | Increase | Increase | Increase | |||||||||||||||||
| Basis | (Decrease) | Decrease | (Decrease) in Net | (Decrease) in Net | (Decrease) in Net | ||||||||||||||||
| Point | in Interest | in Interest | Interest | Investment | Investment | ||||||||||||||||
| Change | Income | Expense | Income | Income* | Income per Share | ||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||
| -100 | $ | (8,587 | ) | $ | 250 | $ | (8,337 | ) | $ | (6,670 | ) | $ | (0.56 | ) | |||||||
| -50 | (4,294 | ) | 125 | (4,169 | ) | (3,335 | ) | (0.28 | ) | ||||||||||||
| -25 | (2,147 | ) | 63 | (2,084 | ) | (1,667 | ) | (0.14 | ) | ||||||||||||
| 25 | 2,147 | (63 | ) | 2,084 | 1,667 | 0.14 | |||||||||||||||
| 50 | 4,294 | (125 | ) | 4,169 | 3,335 | 0.28 | |||||||||||||||
| 100 | 8,587 | (250 | ) | 8,337 | 6,670 | 0.56 | |||||||||||||||
| 200 | 17,175 | (500 | ) | 16,675 | 13,340 | 1.11 | |||||||||||||||
| 300 | 25,762 | (750 | ) | 25,012 | 20,010 | 1.67 | |||||||||||||||
| 400 | 34,349 | (1,000 | ) | 33,349 | 26,679 | 2.23 | |||||||||||||||
* Adjusts Net Interest Income for the impact of the first incentive fee on Net Investment Income
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 November 30, 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, Saratoga Investment Corp. SBIC II LP, or Saratoga Investment Corp. SBIC III 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 nine months ended November 30, 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
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| * | Filed herewith |
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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: January 10, 2023 | 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 | ||
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Exhibit 4.6
FIFTH SUPPLEMENTAL INDENTURE
between
SARATOGA INVESTMENT CORP.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of July 9, 2020
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of July 9, 2020, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and the Trustee executed and delivered an Indenture, dated as of May 10, 2013 (the “Base Indenture” and, as supplemented by this Fifth Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture.
The Company desires to issue and sell up to $5,000,000 aggregate principal amount (or up to $50,000,000 aggregate principal amount upon the mutual agreement of the Company and the holder of the Notes to purchase additional Securities (in any such case “Additional Notes”)) of the Company’s 7.75% Notes due 2025 (the “Notes”).
The Company previously entered into the First Supplemental Indenture, dated as of May 10, 2013 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 21, 2016 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of August 28, 2018 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture, dated as of June 24, 2020 (the “Fourth Supplemental Indenture”), each of which amended and supplemented the Base Indenture. Neither the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture nor the Fourth Supplemental Indenture is applicable to the Notes.
Sections 901(4) and 901(6) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.
The Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).
The Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Fifth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE
I
TERMS OF THE NOTES
Section 1.01 Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “7.75% Notes due 2025.” The Notes shall bear a CUSIP number of 80349A AB5 and an ISIN number of US80349AAB52.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be up to $5,000,000 aggregate principal amount (or up to $50,000,000 aggregate principal amount upon the mutual agreement of the Company and the holder of the Notes to purchase additional Securities). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Notes, issue Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
2
(c) The entire outstanding principal of the Notes shall be payable on July 9, 2025, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 7.75% per annum. The date from which interest shall accrue on the Notes shall be July 9, 2020, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 28, May 31, August 31, and November 30 of each year, commencing August 31, 2020 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including July 9, 2020, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 15, or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (7.75% Notes Due 2025) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in definitive form (each such Note, a “Definitive Note”). Pursuant to the terms of this Fifth Supplemental Indenture, the Notes may be subsequently exchanged for Notes in global form (each such Note, a “Global Note”). The Definitive Note, any Global Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fifth Supplemental Indenture. Each Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.
(f) Every Note authenticated and delivered hereunder shall bear a legend in substantially the following form (the “Restricted Securities Legend”) unless and until such Restricted Securities Legend is no longer required in accordance with Section 1.01(h) of this Fifth Supplemental Indenture:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
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(g) With respect to any proposed registration of transfer of any Note prior to (x) the date which is six months (or such other date when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Exchange Act) after the later of the date of the original issue date of the applicable Notes or the date of any subsequent reopening of such Notes or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), the Holder of such Note and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Note only (i) pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) pursuant to an available exemption from the registration requirements of the Securities Act; in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
(h) On any date following the Resale Restriction Termination Date, the Holders of 100% in principal amount of the outstanding Notes may request the Company (i) issue a Global Note not bearing a Restricted Securities Legend (an “Unrestricted Global Note”) in exchange for all outstanding Definitive Notes, (ii) to register the Unrestricted Global Note with the Depositary (as defined below) and (iii) to obtain an unrestricted CUSIP for the Unrestricted Global Notes. Within 90 days from receipt of such request or if the Company otherwise elects, upon the Company’s satisfaction that the Restricted Securities Legend shall no longer be required to maintain compliance with the Securities Act, the Company shall use commercially reasonable efforts, but not be obligated, to (w) cause the Restricted Securities Legend to be removed by delivering to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Notes to be exchanged into such Unrestricted Global Notes, (x) register, or cause to be registered, the Unrestricted Global Notes with the Depositary, (y) obtain, or cause to be obtained, an unrestricted CUSIP for the Unrestricted Global Notes and (z) instruct the Trustee and Depositary in writing to credit accounts of the Holders tendering such outstanding Notes with a beneficial interest in the Unrestricted Global Notes in an amount equal to the outstanding Notes tendered by such Holder (the “Elective Exchange”). The Notes from which beneficial interests are transferred pursuant to the Elective Exchange shall be cancelled following the Elective Exchange.
Upon the transfer or replacement of an Unrestricted Global Note (or beneficial interest therein), the Trustee shall deliver an Unrestricted Global Note (or beneficial interest therein) and upon the transfer or replacement of a Definitive Note not bearing a Restricted Securities Legend (an “Unrestricted Definitive Note”), the Trustee shall deliver an Unrestricted Definitive Note. Upon the transfer, exchange or replacement of a Global Note (or beneficial interest therein) bearing a Restricted Securities Legend (a “Restricted Global Note”), the Trustee shall deliver only a Restricted Global Note (or beneficial interest therein) and upon the transfer, exchange or replacement of a Definitive Note bearing a Restricted Securities Legend (a “Restricted Definitive Note”), the Trustee shall deliver only Restricted Definitive Notes unless, in each case, (i) a Note is being transferred pursuant to an effective registration statement, (ii) Notes are being exchanged for Notes that do not bear the Restricted Securities Legend in accordance with the following paragraph, or (iii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely. The Company shall have no obligation to issue any Restricted Global Note. Any Notes sold in a registered offering shall not be required to bear the Restricted Securities Legend.
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Any Definitive Note delivered in exchange for an interest in a Global Note shall bear the applicable legend regarding transfer restrictions applicable thereto set forth in this Section 1.01 of this Fifth Supplemental Indenture unless (i) the Global Note is an Unrestricted Global Note, or (ii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Fifth Supplemental Indenture and any Notes, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 1.01 of this Fifth Supplemental Indenture to effect a registration of transfer or exchange may be submitted by facsimile or electronic means.
(i) The depositary for such Notes (the “Depositary”) shall be U.S. Bank National Association. The Security Registrar with respect to the Notes shall be the Trustee. The depositary for any Global Notes issued hereunder shall be the Depositary Custodian.
(j) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1008 and 1009 of the Indenture.
(k) The Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. In connection therewith, the Company shall pay the holder of the Notes a fee equal to: (A) 3% of the principal amount of the Notes being redeemed if the Notes are redeemed in whole or in part, at the option of the Company, any time beginning immediately after issuance until the day before first anniversary thereof; (B) 2% of the principal amount of the Notes being redeemed if the Notes are redeemed in whole or in part, at the option of the Company, on or after July 9, 2021; or (C) 1% of the principal amount of the Notes being redeemed if the Notes are redeemed in whole or in part, at the option of the Company, on or after July 9, 2022.
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(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(l) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(m) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(n) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(o) The Notes are hereby designated as “Senior Securities” under the Indenture.
ARTICLE II
COVENANTS
Section 2.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 1009, 1010 and 1011 thereto, each as set forth below:
“Section 1009. Section 18(a)(1)(A) of the Investment Company Act.
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The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate (whether or not it is subject to) Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect to any exemptive relief granted to the Company by the Commission.”
“Section 1010. Section 18(a)(1)(B) of the Investment Company Act.
The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not declare any dividend (except a dividend payable in the Company’s stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, as such obligation may be amended or superseded, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and in each case giving effect to (i) any exemptive relief granted to the Company by the Commission, and (ii) any no-action relief granted by the Commission to another business development company (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time, as such obligation may be amended or superseded, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Code.”
“Section 1011. Commission Reports and Reports to Holders.
If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company (which fiscal year ends on February 28 (or February 29 during a leap year)), audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
“Section 1012. Notice of Breach to Purchasers.
The Company will, so long as the Notes are Outstanding, deliver to the Purchaser, within 10 consecutive Business Days of any officer of the Company becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Indenture, an Officers’ Certificate specifying such Default, Event of Default or default in the performance of any covenant, agreement or condition and what action the Company is taking or proposes to take with respect thereto and the status thereof.”
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ARTICLE III
MEETINGS OF HOLDERS OF SECURITIES
Section 3.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with the following:
“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”
ARTICLE
IV
MISCELLANEOUS
Section 4.01 This Fifth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Section 4.02 In case any provision in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.03 For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 4.04 This Fifth Supplemental Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Fifth Supplemental Indenture. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
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Section 4.05 The Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Fifth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Fifth Supplemental Indenture.
Section 4.06 The provisions of this Fifth Supplemental Indenture shall become effective as of the date hereof.
Section 4.07 Notwithstanding anything else to the contrary herein, the terms and provisions of this Fifth Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Fifth Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.
Section 4.08 The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fifth Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.
|
SARATOGA INVESTMENT CORP. | ||
| By: | /s/ Henri J. Steenkamp | |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Karen R. Beard | |
| Name: | Karen R. Beard | |
| Title: | Vice President | |
[Signature page to Fifth Supplemental Indenture]
Exhibit A – Form of Note
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
Saratoga Investment Corp.
(a/k/a SIC 7.75% Note 2025)
| No. |
$ | |
| CUSIP No. 80349A AB5 | ||
| ISIN No. US80349AAB52 | ||
| 7.75% Notes due 2025 |
Saratoga Investment Corp., a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars (U.S. $ ) on July 9, 2025 and to pay interest thereon from July 9, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 28, May 31, August 31, and November 30 in each year, commencing August 31, 2020, at the rate of 7.75% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 15, or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.
Payment of the principal of (and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (7.75% Notes Due 2025) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
|
SARATOGA INVESTMENT CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Attest | ||
| By: | ||
| Name: | ||
| Title | ||
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
|
U.S. BANK NATIONAL ASSOCIATION, | ||
| By: | ||
| Authorized Signatory | ||
Saratoga Investment Corp.
7.75% Notes due 2025
This Security is one of a duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 10, 2013 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Fifth Supplemental Indenture relating to the Securities, dated as of July 9, 2020, by and between the Company and the Trustee (herein called the “Fifth Supplemental Indenture”; the Fifth Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Fifth Supplemental Indenture, the Fifth Supplemental Indenture shall govern and control.
This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $ . Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities. Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. In connection therewith, the Company shall pay the holder of the Securities a fee equal to: (A) 3% of the principal amount of the Securities being redeemed if the Securities are redeemed in whole or in part, at the option of the Company, immediately after issuance; (B) 2% of the principal amount of the Securities being redeemed if the Securities are redeemed in whole or in part, at the option of the Company, on or after July 9, 2021; or (C) 1% of the principal amount of the Securities being redeemed if the Securities are redeemed in whole or in part, at the option of the Company, on or after July 9, 2022.
Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.
If the Company elects to redeem only a portion of the Securities, the Trustee will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Fifth Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.
Holders of Securities do not have the option to have the Securities repaid prior to July 9, 2025.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar or any agent thereof shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
Exhibit 4.7
SEVENTH SUPPLEMENTAL INDENTURE
between
SARATOGA INVESTMENT CORP.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of January 28, 2021
SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of January 28, 2021, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and the Trustee executed and delivered an Indenture, dated as of May 10, 2013 (the “Base Indenture” and, as supplemented by this Seventh Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture.
The Company desires to issue and sell $10,000,000 aggregate principal amount (or up to $35,000,000 aggregate principal amount upon the mutual agreement of the Company and the holder of the Notes to purchase additional Securities (in any such case “Additional Notes”)) of the Company’s 6.25% Notes due 2027 (the “Notes”).
The Company previously entered into the First Supplemental Indenture, dated as of May 10, 2013 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 21, 2016 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of August 28, 2018 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of June 24, 2020 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of July 9, 2020 (the “Fifth Supplemental Indenture”), and the Sixth Supplemental Indenture, dated as of December 29, 2020 (the “Sixth Supplemental Indenture”), each of which amended and supplemented the Base Indenture. Neither the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, nor the Sixth Supplemental Indenture is applicable to the Notes.
Sections 901(4) and 901(6) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.
The Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).
The Company has duly authorized the execution and delivery of this Seventh Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Seventh Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE
I
TERMS OF THE NOTES
Section 1.01 Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “6.25% Notes due 2027.” The Notes shall bear a CUSIP number of 80349A AC3 and an ISIN number of US80349AAC36.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $10,000,000 aggregate principal amount (or up to $35,000,000 aggregate principal amount upon the mutual agreement of the Company and the holder of the Notes to purchase additional Securities). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Notes, issue Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on January 28, 2027, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 6.25% per annum. The date from which interest shall accrue on the Notes shall be January 28, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 28, May 31, August 31, and November 30 of each year, commencing February 28, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including January 28, 2021, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 15, or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (6.25% Notes Due 2027) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in definitive form (each such Note, a “Definitive Note”). Pursuant to the terms of this Seventh Supplemental Indenture, the Notes may be subsequently exchanged for Notes in global form (each such Note, a “Global Note”). The Definitive Note, any Global Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Seventh Supplemental Indenture. Each Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.
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(f) Every Note authenticated and delivered hereunder shall bear a legend in substantially the following form (the “Restricted Securities Legend”) unless and until such Restricted Securities Legend is no longer required in accordance with Section 1.01(h) of this Seventh Supplemental Indenture:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
(g) With respect to any proposed registration of transfer of any Note prior to (x) the date which is six months (or such other date when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Exchange Act) after the later of the date of the original issue date of the applicable Notes or the date of any subsequent reopening of such Notes or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), the Holder of such Note and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Note only (i) pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) pursuant to an available exemption from the registration requirements of the Securities Act; in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
(h) On any date following the Resale Restriction Termination Date, the Holders of 100% in principal amount of the outstanding Notes may request the Company (i) issue a Global Note not bearing a Restricted Securities Legend (an “Unrestricted Global Note”) in exchange for all outstanding Definitive Notes, (ii) to register the Unrestricted Global Note with the Depositary (as defined below) and (iii) to obtain an unrestricted CUSIP for the Unrestricted Global Notes. Within 90 days from receipt of such request or if the Company otherwise elects, upon the Company’s satisfaction that the Restricted Securities Legend shall no longer be required to maintain compliance with the Securities Act, the Company shall use commercially reasonable efforts, but not be obligated, to (w) cause the Restricted Securities Legend to be removed by delivering to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Notes to be exchanged into such Unrestricted Global Notes, (x) register, or cause to be registered, the Unrestricted Global Notes with the Depositary, (y) obtain, or cause to be obtained, an unrestricted CUSIP for the Unrestricted Global Notes and (z) instruct the Trustee and Depositary in writing to credit accounts of the Holders tendering such outstanding Notes with a beneficial interest in the Unrestricted Global Notes in an amount equal to the outstanding Notes tendered by such Holder (the “Elective Exchange”). The Notes from which beneficial interests are transferred pursuant to the Elective Exchange shall be cancelled following the Elective Exchange.
Upon the transfer or replacement of an Unrestricted Global Note (or beneficial interest therein), the Trustee shall deliver an Unrestricted Global Note (or beneficial interest therein) and upon the transfer or replacement of a Definitive Note not bearing a Restricted Securities Legend (an “Unrestricted Definitive Note”), the Trustee shall deliver an Unrestricted Definitive Note. Upon the transfer, exchange or replacement of a Global Note (or beneficial interest therein) bearing a Restricted Securities Legend (a “Restricted Global Note”), the Trustee shall deliver only a Restricted Global Note (or beneficial interest therein) and upon the transfer, exchange or replacement of a Definitive Note bearing a Restricted Securities Legend (a “Restricted Definitive Note”), the Trustee shall deliver only Restricted Definitive Notes unless, in each case, (i) a Note is being transferred pursuant to an effective registration statement, (ii) Notes are being exchanged for Notes that do not bear the Restricted Securities Legend in accordance with the following paragraph, or (iii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely. The Company shall have no obligation to issue any Restricted Global Note. Any Notes sold in a registered offering shall not be required to bear the Restricted Securities Legend.
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Any Definitive Note delivered in exchange for an interest in a Global Note shall bear the applicable legend regarding transfer restrictions applicable thereto set forth in this Section 1.01 of this Seventh Supplemental Indenture unless (i) the Global Note is an Unrestricted Global Note, or (ii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Seventh Supplemental Indenture and any Notes, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 1.01 of this Seventh Supplemental Indenture to effect a registration of transfer or exchange may be submitted by facsimile or electronic means.
(i) The depositary for such Notes (the “Depositary”) shall be U.S. Bank National Association. The Security Registrar with respect to the Notes shall be the Trustee. The depositary for any Global Notes issued hereunder shall be the Depositary Custodian.
(j) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1008 and 1009 of the Indenture.
(k) The Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company starting two years after January 28, 2021, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(l) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(m) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(n) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(o) The Notes are hereby designated as “Senior Securities” under the Indenture.
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ARTICLE II
COVENANTS
Section 2.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 1009, 1010 and 1011 thereto, each as set forth below:
“Section 1009. Section 18(a)(1)(A) of the Investment Company Act.
The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate (whether or not it is subject to) Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect to any exemptive relief granted to the Company by the Commission.”
“Section 1010. Section 18(a)(1)(B) of the Investment Company Act.
The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not declare any dividend (except a dividend payable in the Company’s stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, as such obligation may be amended or superseded, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and in each case giving effect to (i) any exemptive relief granted to the Company by the Commission, and (ii) any no-action relief granted by the Commission to another business development company (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time, as such obligation may be amended or superseded, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Code.”
“Section 1011. Commission Reports and Reports to Holders.
If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company (which fiscal year ends on February 28 (or February 29 during a leap year)), audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
“Section 1012. Notice of Breach to Purchasers.
The Company will, so long as the Notes are Outstanding, deliver to the Purchaser, within 10 consecutive Business Days of any officer of the Company becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Indenture, an Officers’ Certificate specifying such Default, Event of Default or default in the performance of any covenant, agreement or condition and what action the Company is taking or proposes to take with respect thereto and the status thereof.”
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ARTICLE III
MEETINGS OF HOLDERS OF SECURITIES
Section 3.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with the following:
“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”
ARTICLE
IV
MISCELLANEOUS
Section 4.01 This Seventh Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. This Seventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Section 4.02 In case any provision in this Seventh Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.03 For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Notes must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 4.04 This Seventh Supplemental Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Seventh Supplemental Indenture. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
Section 4.05 The Base Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Seventh Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Seventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Seventh Supplemental Indenture.
Section 4.06 The provisions of this Seventh Supplemental Indenture shall become effective as of the date hereof.
Section 4.07 Notwithstanding anything else to the contrary herein, the terms and provisions of this Seventh Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Seventh Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.
Section 4.08 The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Seventh Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the date first above written.
| SARATOGA INVESTMENT CORP. | ||
| By: | /s/ Henri J. Steenkamp | |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Karen R. Beard | |
| Name: | Karen R. Beard | |
| Title: | Vice President | |
[Signature page to Seventh Supplemental Indenture]
Exhibit A – Form of Note
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
Saratoga Investment Corp.
(a/k/a SIC 6.25% Note 2027)
| No. | $ |
| CUSIP No. 80349A AC3 | |
| ISIN No. US80349AAC36 |
6.25% Notes due 2027
Saratoga Investment Corp., a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars (U.S. $ ) on January 28, 2027 and to pay interest thereon from January 28, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 28, May 31, August 31, and November 30 in each year, commencing February 28, 2021, at the rate of 6.25% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 1, or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.
Payment of the principal of (and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (6.25% Notes Due 2027) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
| SARATOGA INVESTMENT CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Attest | ||
| By: | ||
| Name: | ||
| Title: | ||
[Saratoga – Jan. 2021 Private Bond – Seventh Supplemental Indenture]
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | ||
| Authorized Signatory | ||
[Saratoga – Jan. 2021 Private Bond – Seventh Supplemental Indenture]
Saratoga Investment Corp.
6.25% Notes due 2027
This Security is one of a duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 10, 2013 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Seventh Supplemental Indenture relating to the Securities, dated as of January 28, 2021, by and between the Company and the Trustee (herein called the “Seventh Supplemental Indenture”; the Seventh Supplemental Indenture and the Base Indenture collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Seventh Supplemental Indenture, the Seventh Supplemental Indenture shall govern and control.
This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $ . Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities. Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company starting two years after January 28, 2021, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.
If the Company elects to redeem only a portion of the Securities, the Trustee will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Seventh Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.
Holders of Securities do not have the option to have the Securities repaid prior to January 28, 2027.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar or any agent thereof shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
Exhibit 4.11
ELEVENTH SUPPLEMENTAL INDENTURE
between
SARATOGA INVESTMENT CORP.
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of September 8, 2022
THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of September 8, 2022, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and the Trustee executed and delivered an Indenture, dated as of May 10, 2013 (the “Base Indenture” and, as supplemented by this Eleventh Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Indenture.
The Company desires to issue and sell $12,000,000 aggregate principal amount (or up to $20,000,000 aggregate principal amount of the Notes upon the mutual agreement of the Company and the holder of the Notes to purchase additional Notes (in any such case, the “Additional Notes”)) of the Company’s 7.00% Notes due 2025 (the “Notes”).
The Company previously entered into the First Supplemental Indenture, dated as of May 10, 2013 (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of December 21, 2016 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as of August 28, 2018 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of June 24, 2020 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of July 9, 2020 (the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of December 29, 2020 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of January 28, 2021 (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of March 10, 2021 (the “Eighth Supplemental Indenture”), the Ninth Supplemental Indenture, dated as of January 19, 2022 (the “Ninth Supplemental Indenture”), and the Tenth Supplemental Indenture, dated as of April 27, 2022 (the “Tenth Supplemental Indenture”), each of which amended and supplemented the Base Indenture. Neither the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, nor the Tenth Supplemental Indenture is applicable to the Notes.
Sections 901(4) and 901(6) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture in form reasonably satisfactory to the Trustee to (i) change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.
The Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “Future Supplemental Indenture”)).
The Company has duly authorized the execution and delivery of this Eleventh Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Eleventh Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE
I
TERMS OF THE NOTES
Section 1.01 Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “7.00% Notes due 2025.” The Notes shall bear a CUSIP number of 80349A AH2 and an ISIN number of US80349AAH23.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be $12,000,000 (or up to $20,000,000 aggregate principal amount upon the mutual agreement of the Company and the holder of the Notes to purchase the Additional Notes). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Notes, issue Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
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(c) The entire outstanding principal of the Notes shall be payable on September 8, 2025, unless (i) extended to September 8, 2027 by mutual agreement of the Company and the holder of the Notes, or (ii) earlier redeemed or repurchased in accordance with the provisions of this Eleventh Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 7.00% per annum. The date from which interest shall accrue on the Notes shall be September 8, 2022, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 28, May 31, August 31, and November 30 of each year, commencing November 30, 2022 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including September 8, 2022, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 15, and November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (7.00% Notes Due 2025) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(e) The Notes shall be initially issuable in definitive form (each such Note, a “Definitive Note”). Pursuant to the terms of this Eleventh Supplemental Indenture, the Notes may be subsequently exchanged for Notes in global form (each such Note, a “Global Note”). The Definitive Note, any Global Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Eleventh Supplemental Indenture. Each Note shall represent the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.
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(f) Every Note authenticated and delivered hereunder shall bear a legend in substantially the following form (the “Restricted Securities Legend”) unless and until such Restricted Securities Legend is no longer required in accordance with Section 1.01(h) of this Eleventh Supplemental Indenture:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
(g) With respect to any proposed registration of transfer of any Note prior to (x) the date which is six months (or such other date when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the later of the date of the original issue date of the applicable Notes or the date of any subsequent reopening of such Notes or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”), the Holder of such Note and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Note only (i) pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) pursuant to an available exemption from the registration requirements of the Securities Act; in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.
(h) On any date following the Resale Restriction Termination Date, the Holders of 100% in principal amount of the outstanding Notes may request the Company (i) issue a Global Note not bearing a Restricted Securities Legend (an “Unrestricted Global Note”) in exchange for all outstanding Definitive Notes, (ii) to register the Unrestricted Global Note with the Depositary (as defined below) and (iii) to obtain an unrestricted CUSIP for the Unrestricted Global Notes. Within 90 days from receipt of such request or if the Company otherwise elects, upon the Company’s satisfaction that the Restricted Securities Legend shall no longer be required to maintain compliance with the Securities Act, the Company shall use commercially reasonable efforts, but not be obligated, to (w) cause the Restricted Securities Legend to be removed by delivering to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Notes to be exchanged into such Unrestricted Global Notes, (x) register, or cause to be registered, the Unrestricted Global Notes with the Depositary, (y) obtain, or cause to be obtained, an unrestricted CUSIP for the Unrestricted Global Notes and (z) instruct the Trustee and Depositary in writing to credit accounts of the Holders tendering such outstanding Notes with a beneficial interest in the Unrestricted Global Notes in an amount equal to the outstanding Notes tendered by such Holder (the “Elective Exchange”). The Notes from which beneficial interests are transferred pursuant to the Elective Exchange shall be cancelled following the Elective Exchange.
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Upon the transfer or replacement of an Unrestricted Global Note (or beneficial interest therein), the Trustee shall deliver an Unrestricted Global Note (or beneficial interest therein) and upon the transfer or replacement of a Definitive Note not bearing a Restricted Securities Legend (an “Unrestricted Definitive Note”), the Trustee shall deliver an Unrestricted Definitive Note. Upon the transfer, exchange or replacement of a Global Note (or beneficial interest therein) bearing a Restricted Securities Legend (a “Restricted Global Note”), the Trustee shall deliver only a Restricted Global Note (or beneficial interest therein) and upon the transfer, exchange or replacement of a Definitive Note bearing a Restricted Securities Legend (a “Restricted Definitive Note”), the Trustee shall deliver only Restricted Definitive Notes unless, in each case, (i) a Note is being transferred pursuant to an effective registration statement, (ii) Notes are being exchanged for Notes that do not bear the Restricted Securities Legend in accordance with the following paragraph, or (iii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely. The Company shall have no obligation to issue any Restricted Global Note. Any Notes sold in a registered offering shall not be required to bear the Restricted Securities Legend.
Any Definitive Note delivered in exchange for an interest in a Global Note shall bear the applicable legend regarding transfer restrictions applicable thereto set forth in this Section 1.01 of this Eleventh Supplemental Indenture unless (i) the Global Note is an Unrestricted Global Note, or (ii) there is delivered to the Trustee an Opinion of Counsel satisfactory to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Eleventh Supplemental Indenture and any Notes, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 1.01 of this Eleventh Supplemental Indenture to effect a registration of transfer or exchange may be submitted by facsimile or electronic means.
(i) The depositary for such Notes (the “Depositary”) shall be U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). The Security Registrar with respect to the Notes shall be the Trustee. The depositary for any Global Notes issued hereunder shall be the Depositary Custodian.
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(j) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1006, 1008 and 1009 of the Indenture.
(k) The Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
(i) The Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company starting two years after September 8, 2022, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
(iii) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act of 1940, as amended (the “Investment Company Act”), to the extent applicable.
(iv) If the Company elects to redeem only a portion of the Notes, the Trustee will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103 of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the Notes are listed, in each case to the extent applicable.
(v) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption hereunder.
(l) The Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(m) The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(n) Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(o) The Notes are hereby designated as “Senior Securities” under the Indenture.
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ARTICLE II
COVENANTS
Section 2.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 1009, 1010 and 1011 thereto, each as set forth below:
“Section 1009. Section 18(a)(1)(A) of the Investment Company Act.
The Company hereby agrees that for the period of time during which the Notes are Outstanding, the Company will not violate (whether or not it is subject to) Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect to any exemptive relief granted to the Company by the Commission.”
“Section 1010. Section 18(a)(1)(B) of the Investment Company Act.
The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not declare any dividend (except a dividend payable in the Company’s stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time or any successor provisions thereto, as such obligation may be amended or superseded, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and in each case giving effect to (i) any exemptive relief granted to the Company by the Commission, and (ii) any no-action relief granted by the Commission to another business development company (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the Investment Company Act as may be applicable to the Company from time to time, as such obligation may be amended or superseded, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Code.”
“Section 1011. Commission Reports and Reports to Holders.
If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company (which fiscal year ends on February 28 (or February 29 during a leap year)), audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
“Section 1012. Notice of Breach to Purchasers.
The Company will, so long as the Notes are Outstanding, deliver to the Purchaser, within 10 consecutive Business Days of any officer of the Company becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Indenture, an Officers’ Certificate specifying such Default, Event of Default or default in the performance of any covenant, agreement or condition and what action the Company is taking or proposes to take with respect thereto and the status thereof.”
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ARTICLE III
MEETINGS OF HOLDERS OF SECURITIES
Section 3.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof with the following:
“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”
ARTICLE
IV
MISCELLANEOUS
Section 4.01 This Eleventh Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. This Eleventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Section 4.02 In case any provision in this Eleventh Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.03 For the avoidance of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Eleventh Supplemental Indenture must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 4.04 This Eleventh Supplemental Indenture may be executed in counterparts, each of which will be an original, but such counterparts will together constitute but one and the same Eleventh Supplemental Indenture. The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Eleventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.
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Section 4.05 The Base Indenture, as supplemented and amended by this Eleventh Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Eleventh Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Eleventh Supplemental Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Eleventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Eleventh Supplemental Indenture.
Section 4.06 The provisions of this Eleventh Supplemental Indenture shall become effective as of the date hereof.
Section 4.07 Notwithstanding anything else to the contrary herein, the terms and provisions of this Eleventh Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Eleventh Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.
Section 4.08 The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Eleventh Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Eleventh Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Eleventh Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed as of the date first above written.
| SARATOGA INVESTMENT CORP. | ||
| By: | /s/ Henri J. Steenkamp | |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as Trustee | ||
| By: | /s/ Karen R. Beard | |
| Name: | Karen R. Beard | |
| Title: | Vice President | |
[Signature page to Eleventh Supplemental Indenture]
Exhibit A – Form of Note
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (A) IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAW.
Saratoga Investment Corp.
(a/k/a SIC 7.00% Notes 2025)
| No. | $ |
| CUSIP No. 80349A 802 | |
| ISIN No. US80349A8027 |
7.00% Notes due 2025
Saratoga Investment Corp., a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars (U.S. $ ) on September 8, 2025 and to pay interest thereon from September 8, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 28, May 31, August 31, and November 30 in each year, commencing November 30, 2022, at the rate of 7.00% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be February 15, May 15, August 15, and November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.
Payment of the principal of (and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (7.00% Notes Due 2025) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
| SARATOGA INVESTMENT CORP. | |||
| By: | |||
| Name: | |||
| Title: | |||
| Attest | |||
| By: | |||
| Name: | |||
| Title: | |||
[Saratoga – Sept. 2022 Private Bond – Eleventh Supplemental Indenture]
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated:
| U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as Trustee | ||
| By: | ||
| Authorized Signatory | ||
[Saratoga – Sept. 2022 Private Bond – Eleventh Supplemental Indenture]
Saratoga
Investment Corp.
7.00% Notes due 2025
This Security is one of a duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 10, 2013 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Eleventh Supplemental Indenture relating to the Securities, dated as of September 8, 2022, by and between the Company and the Trustee (herein called the “Eleventh Supplemental Indenture”; the Eleventh Supplemental Indenture and the Base Indenture, collectively are herein called the “Indenture”). In the event of any conflict between the Base Indenture and the Eleventh Supplemental Indenture, the Eleventh Supplemental Indenture shall govern and control.
This Security is one of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $20,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, with the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity and other terms as the Securities; provided that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S. federal income tax purposes), then such Additional Securities will have different CUSIP and ISIN numbers from the Securities (and any such other tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
The Securities of this series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company starting two years after September 8, 2022, at a redemption price equal to 100% thereof on the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base Indenture.
Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.
If the Company elects to redeem only a portion of the Securities, the Trustee will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Eleventh Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.
Holders of Securities do not have the option to have the Securities repaid prior to September 8, 2024.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee, or the Security Registrar may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar or any agent thereof shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.
To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
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:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Saratoga Investment Corp.; |
| 2. | 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; |
| 3. | 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; |
| 4. | 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 |
| 5. | 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: January 10, 2023 | |
| /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:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Saratoga Investment Corp.; |
| 2. | 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; |
| 3. | 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; |
| 4. | 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 |
| 5. | 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: January 10, 2023 | |
| /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:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Saratoga Investment Corp. |
| Date: January 10, 2023 | |
| /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
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.
Henri J. Steenkamp, the Chief Financial Officer, Chief Compliance Officer and Secretary of Saratoga Investment Corp. certifies that, to the best of his knowledge:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Saratoga Investment Corp. |
| Date: January 10, 2023 | |
| /s/ HENRI J. STEENKAMP | |
| Name: Henri J. Steenkamp | |
| Chief Financial Officer and Chief Compliance Officer |