SEC Filing | Saratoga Investment Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the Quarterly Period Ended May 31, 2023

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

Commission File No. 814-00732

SARATOGA INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

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

535 Madison Avenue

New York, New York 10022

(Address of principal executive offices)

(212) 906-7800

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SAR	The New York Stock Exchange
6.00% Notes due 2027	SAT	The New York Stock Exchange
8.00% Notes due 2027	SAJ	The New York Stock Exchange
8.125% Notes due 2027	SAY	The New York Stock Exchange
8.50% Notes due 2027	SAZ	The New York Stock Exchange

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

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

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

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

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

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

The number of outstanding common shares of the registrant as of July 7, 2023 was 11,979,781.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Assets and Liabilities as of May 31, 2023 (unaudited) and February 28, 2023	1

	Consolidated Statements of Operations for the three months ended May 31, 2023 (unaudited) and May 31, 2022 (unaudited)	2

	Consolidated Statements of Changes in Net Assets for three months ended May 31, 2023 (unaudited) and May 31, 2022 (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended May 31, 2023 (unaudited) and May 31, 2022 (unaudited)	4

	Consolidated Schedules of Investments as of May 31, 2023 (unaudited) and February 28, 2023	5

	Notes to Consolidated Financial Statements as of May 31, 2023 (unaudited)	26

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	135

Item 4.	Controls and Procedures	136

PART II.	OTHER INFORMATION	137

Item 1.	Legal Proceedings	137

Item 1A.	Risk Factors	137

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	137

Item 3.	Defaults Upon Senior Securities	137

Item 4.	Mine Safety Disclosures	137

Item 5.	Other Information	137

Item 6.	Exhibits	137

Signatures		141

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Saratoga Investment Corp.

Consolidated Statements of Assets and Liabilities

	May 31, 2023			February 28, 2023
	(unaudited)
ASSETS
Investments at fair value
Non-control/Non-affiliate investments (amortized cost of $934,686,593 and $819,966,208, respectively)	$	941,021,051		$	828,028,800
Affiliate investments (amortized cost of $40,471,309 and $25,722,320, respectively)		42,809,576			28,305,871
Control investments (amortized cost of $119,161,637 and $120,800,829, respectively)		100,267,501			116,255,582
Total investments at fair value (amortized cost of $1,094,319,539 and $966,489,357, respectively)		1,084,098,128			972,590,253
Cash and cash equivalents		21,987,196			65,746,494
Cash and cash equivalents, reserve accounts		31,165,969			30,329,779
Interest receivable (net of reserve of $3,517,085 and $2,217,300, respectively)		7,831,749			8,159,951
Management fee receivable		362,026			363,809
Other assets		667,906			531,337
Current tax receivable		99,676			436,551
Total assets	$	1,146,212,650		$	1,078,158,174

LIABILITIES
Revolving credit facility	$	35,000,000		$	32,500,000
Deferred debt financing costs, revolving credit facility		(1,227,903	)		(1,344,005	)
SBA debentures payable		202,000,000			202,000,000
Deferred debt financing costs, SBA debentures payable		(4,675,691	)		(4,923,488	)
8.75% Notes Payable 2024		20,000,000			-
Discount on 8.75% notes payable 2024		(613,891	)		-
Deferred debt financing costs, 8.75% notes payable 2024		(26,441	)		-
7.00% Notes Payable 2025		12,000,000			12,000,000
Discount on 7.00% notes payable 2025		(280,244	)		(304,946	)
Deferred debt financing costs, 7.00% notes payable 2025		(36,119	)		(40,118	)
7.75% Notes Payable 2025		5,000,000			5,000,000
Deferred debt financing costs, 7.75% notes payable 2025		(115,704	)		(129,528	)
4.375% Notes Payable 2026		175,000,000			175,000,000
Premium on 4.375% notes payable 2026		775,264			830,824
Deferred debt financing costs, 4.375% notes payable 2026		(2,340,565	)		(2,552,924	)
4.35% Notes Payable 2027		75,000,000			75,000,000
Discount on 4.35% notes payable 2027		(378,163	)		(408,932	)
Deferred debt financing costs, 4.35% notes payable 2027		(1,291,709	)		(1,378,515	)
6.25% Notes Payable 2027		15,000,000			15,000,000
Deferred debt financing costs, 6.25% notes payable 2027		(326,976	)		(344,949	)
6.00% Notes Payable 2027		105,500,000			105,500,000
Discount on 6.00% notes payable 2027		(149,633	)		(159,334	)
Deferred debt financing costs, 6.00% notes payable 2027		(2,750,119	)		(2,926,637	)
8.00% Notes Payable 2027		46,000,000			46,000,000
Deferred debt financing costs, 8.00% notes payable 2027		(1,534,920	)		(1,622,376	)
8.125% Notes Payable 2027		60,375,000			60,375,000
Deferred debt financing costs, 8.125% notes payable 2027		(1,869,394	)		(1,944,536	)
8.50% Notes Payable 2028		57,500,000			-
Deferred debt financing costs, 8.50% notes payable 2028		(1,942,032	)		-
Base management and incentive fees payable		9,624,844			12,114,878
Deferred tax liability		2,802,635			2,816,572
Accounts payable and accrued expenses		1,898,623			1,464,343
Interest and debt fees payable		4,485,867			3,652,936
Directors fees payable		-			14,932
Due to manager		359,073			10,935
Total liabilities		808,761,802			731,200,132

Commitments and contingencies (See Note 9)

NET ASSETS
Common stock, par value $0.001, 100,000,000 common shares authorized, 11,847,742 and 11,890,500 common shares issued and outstanding, respectively		11,848			11,891
Capital in excess of par value		320,793,316			321,893,806
Total distributable earnings		16,645,684			25,052,345
Total net assets		337,450,848			346,958,042
Total liabilities and net assets	$	1,146,212,650		$	1,078,158,174
NET ASSET VALUE PER SHARE	$	28.48		$	29.18

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Operations

(unaudited)

	For the three months ended
	May 31, 2023			May 31, 2022
INVESTMENT INCOME
Interest from investments
Interest income:
Non-control/Non-affiliate investments	$	26,310,793		$	13,851,146
Affiliate investments		727,086			1,050,148
Control investments		2,045,860			1,546,130
Payment-in-kind interest income:
Non-control/Non-affiliate investments		124,895			85,681
Affiliate investments		207,589			-
Control investments		141,563			73,221
Total interest from investments		29,557,786			16,606,326
Interest from cash and cash equivalents		804,289			717
Management fee income		816,788			815,964
Dividend Income		1,840,930			300,129
Structuring and advisory fee income		1,429,222			851,728
Other income		183,028			104,268
Total investment income		34,632,043			18,679,132

OPERATING EXPENSES
Interest and debt financing expenses		11,692,822			6,871,513
Base management fees		4,564,189			3,802,063
Incentive management fees expense (benefit)		103,348			(1,903,985	)
Professional fees		486,050			417,325
Administrator expenses		818,750			750,000
Insurance		81,901			87,310
Directors fees and expenses		89,068			110,000
General and administrative		830,728			667,416
Income tax expense (benefit)		6,237			(98,732	)
Total operating expenses		18,673,093			10,702,910
NET INVESTMENT INCOME		15,958,950			7,976,222

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from investments:
Non-control/Non-affiliate investments		90,691			162,509
Net realized gain (loss) from investments		90,691			162,509
Income tax (provision) benefit from realized gain on investments		-			69,250
Net change in unrealized appreciation (depreciation) on investments:
Non-control/Non-affiliate investments		(1,728,134	)		(634,289	)
Affiliate investments		(245,284	)		567,606
Control investments		(14,348,889	)		(9,266,766	)
Net change in unrealized appreciation (depreciation) on investments		(16,322,307	)		(9,333,449	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		59,407			(361,951	)
Net realized and unrealized gain (loss) on investments		(16,172,209	)		(9,463,641	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(213,259	)	$	(1,487,419	)

WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE	$	(0.02	)	$	(0.12	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED		11,862,163			12,112,372

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Changes in Net Assets

(unaudited)

	For the three months ended
	May 31, 2023			May 31, 2022
DECREASE FROM OPERATIONS:
Net investment income	$	15,958,950		$	7,976,222
Net realized gain from investments		90,691			162,509
Income tax (provision) benefit from realized gain on investments		-			69,250
Net change in unrealized appreciation (depreciation) on investments		(16,322,307	)		(9,333,449	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		59,407			(361,951	)
Net decrease in net assets resulting from operations		(213,259	)		(1,487,419	)

DECREASE FROM SHAREHOLDER DISTRIBUTIONS:
Total distributions to shareholders		(8,193,402	)		(6,428,817	)
Net decrease in net assets from shareholder distributions		(8,193,402	)		(6,428,817	)

CAPITAL SHARE TRANSACTIONS:
Stock dividend distribution		1,058,844			1,108,680
Repurchases of common stock		(2,157,605	)		(3,734,316	)
Repurchase fees		(1,772	)		(2,840	)
Net decrease in net assets from capital share transactions		(1,100,533	)		(2,628,476	)
Total decrease in net assets		(9,507,194	)		(10,544,712	)
Net assets at beginning of period		346,958,042			355,780,523
Net assets at end of period	$	337,450,848		$	345,235,811

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Statements of Cash Flows

(unaudited)

	For the three months ended
	May 31, 2023			May 31, 2022
Operating activities
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(213,259	)	$	(1,487,419	)
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Payment-in-kind and other adjustments to cost		1,473,779			1,322,915
Net accretion of discount on investments		(461,543	)		(350,408	)
Amortization of deferred debt financing costs		1,220,162			798,768
Income tax expense (benefit)		6,237			(37,823	)
Net realized (gain) loss from investments		(90,691	)		(162,509	)
Net change in unrealized (appreciation) depreciation on investments		16,322,307			9,333,449
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		(59,407	)		361,951
Proceeds from sales and repayments of investments		11,067,194			10,088,607
Purchases of investments		(139,818,921	)		(97,197,844	)
(Increase) decrease in operating assets:
Interest receivable		328,202			(232,195	)
Due from affiliate		-			(14,669	)
Management fee receivable		1,783			(228	)
Other assets		(136,569	)		34,771
Current income tax receivable		336,875			-
Increase (decrease) in operating liabilities:
Base management and incentive fees payable		(2,490,034	)		(4,309,544	)
Accounts payable and accrued expenses		434,280			221,783
Current tax payable		-			(129,840	)
Interest and debt fees payable		832,931			2,327,626
Directors fees payable		(14,932	)		38,566
Excise tax payable		-			(630,183	)
Due to manager		348,138			(186,057	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(110,913,468	)		(80,210,283	)

Financing activities
Borrowings on debt		32,500,000			44,500,000
Paydowns on debt		(30,000,000	)		-
Issuance of notes		77,500,000			97,500,000
Payments of deferred debt financing costs		(2,715,705	)		(4,112,912	)
Proceeds from issuance of common stock		-			-
Payments of cash dividends		(7,134,558	)		(5,320,137	)
Repurchases of common stock		(2,157,605	)		(3,734,316	)
Repurchases fees		(1,772	)		(2,840	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		67,990,360			128,829,795
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS		(42,923,108	)		48,619,512
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD		96,076,273			52,870,342
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD SEE NOTE 2	$	53,153,165		$	101,489,854

Supplemental information:
Interest paid during the period	$	9,639,729		$	3,589,281
Cash paid for taxes		300			374
Supplemental non-cash information:
Payment-in-kind interest income and other adjustments to cost		(1,473,779	)		(1,322,915	)
Net accretion of discount on investments		461,543			350,408
Amortization of deferred debt financing costs		1,220,162			798,768
Stock dividend distribution		1,058,844			1,108,680

See accompanying notes to consolidated financial statements.

Saratoga Investment Corp.

Consolidated Schedule of Investments

May 31, 2023

(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 - 278.9% (b)
Altvia MidCo, LLC.	Alternative Investment Management Software	First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.79% Cash, 7/18/2027	7/18/2022	$	7,960,000	$	7,892,121	$	7,906,668		2.3	%
Altvia MidCo, LLC. (h)	Alternative Investment Management Software	Series A-1 Preferred Shares	7/18/2022		2,000,000		2,000,000		2,683,000		0.8	%
		Total Alternative Investment Management Software					9,892,121		10,589,668		3.1	%
GrowthZone, LLC	Association Management Software	First Lien Term Loan (3M USD TERM SOFR+8.25%), 13.54% Cash, 5/10/2028	5/10/2023	$	17,500,000		17,186,658		17,185,000		5.1	%
Golden TopCo LP	Association Management Software	Class A-2 Common Units	5/10/2023		1,000,000		1,000,000		1,000,000		0.3	%
		Total Association Management Software					18,186,658		18,185,000		5.4	%
BQE Software, Inc.	Architecture & Engineering Software	First Lien Term Loan (3M USD TERM SOFR+6.75%), 12.04% Cash, 4/13/2028	4/13/2023	$	24,500,000		24,255,000		24,255,000		7.2	%
BQE Software, Inc. (j)	Architecture & Engineering Software	Delayed Draw Term Loan (3M USD TERM SOFR+6.75%), 12.04% Cash, 4/13/2028	4/13/2023	$	-		-		-		0.0	%
		Total Architecture & Engineering Software					24,255,000		24,255,000		7.2	%
Artemis Wax Corp. (d)(j)	Consumer Services	Delayed Draw Term Loan (1M USD TERM SOFR+6.75%), 11.92% Cash, 5/20/2026	5/20/2021	$	57,500,000		57,092,886		57,500,000		17.0	%
Artemis Wax Corp. (h)	Consumer Services	Series B-1 Preferred Stock	5/20/2021		934,463		1,500,000		4,381,624		1.3	%
Artemis Wax Corp. (h)	Consumer Services	Series D Preferred Stock	12/22/2022		278,769		1,500,000		1,576,400		0.5	%
		Total Consumer Services					60,092,886		63,458,024		18.8	%
Schoox, Inc. (h), (i)	Corporate Education Software	Series 1 Membership Interest	12/8/2020		1,050		475,698		4,015,221		1.2	%
		Total Corporate Education Software					475,698		4,015,221		1.2	%
GreyHeller LLC (h)	Cyber Security	Common Stock	11/10/2021		7,857,689		1,906,275		2,465,500		0.7	%
		Total Cyber Security					1,906,275		2,465,500		0.7	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)			% of Net Assets
New England Dental Partners	Dental Practice Management	First Lien Term Loan (3M USD LIBOR+8.00%), 13.52% Cash, 11/25/2025	11/25/2020	$	6,555,000		6,520,210		6,514,359			1.9	%
New England Dental Partners	Dental Practice Management	Delayed Draw Term Loan (3M USD LIBOR+8.00%), 13.52% Cash, 11/25/2025	11/25/2020	$	4,650,000		4,631,286		4,621,170			1.4	%
Gen4 Dental Partners Holdings, LLC (j)	Dental Practice Management	Delayed Draw Term Loan (3M USD TERM SOFR+10.20%), 15.64% Cash, 4/29/2026	2/8/2023	$	1,814,352		1,727,539		1,798,567			0.5	%
Gen4 Dental Partners Holdings, LLC (i)(h)	Dental Practice Management	Series A Preferred Units	2/8/2023		493,999		1,027,519		1,027,519			0.3	%
		Total Dental Practice Management					13,906,554		13,961,615			4.1	%
Exigo, LLC (d)	Direct Selling Software	First Lien Term Loan (1M USD TERM SOFR+5.75%), 11.02% Cash, 3/16/2027	3/16/2022	$	24,541,667		24,375,721		24,171,088			7.2	%
Exigo, LLC (j)	Direct Selling Software	Delayed Draw Term Loan (1M USD TERM SOFR+5.75%), 11.02% Cash, 3/16/2027	3/16/2022	$	-		-		(62,917	)		0.0	%
Exigo, LLC (j)	Direct Selling Software	Revolving Credit Facility (1M USD TERM SOFR+5.75%), 11.02% Cash, 3/16/2027	3/16/2022	$	-		-		(15,729	)		0.0	%
Exigo, LLC (h), (i)	Direct Selling Software	Common Units	3/16/2022		1,041,667		1,041,667		1,143,414			0.3	%
		Total Direct Selling Software					25,417,388		25,235,856			7.5	%
C2 Educational Systems, Inc. (d)(j)	Education Services	First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.79% Cash, 5/31/2025	5/31/2017	$	21,500,000		21,469,290		21,497,850			6.4	%
C2 Education Systems, Inc. (h)	Education Services	Series A-1 Preferred Stock	5/18/2021		3,127		499,904		616,457			0.2	%
Zollege PBC	Education Services	First Lien Term Loan (3M USD LIBOR+7.00%), 12.52% Cash, 5/11/2026	5/11/2021	$	16,000,000		15,912,289		14,555,000			4.3	%
Zollege PBC (j)	Education Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 12.52% Cash, 5/11/2026	5/11/2021	$	500,000		497,061		457,500			0.1	%
Zollege PBC (h)	Education Services	Class A Units	5/11/2021		250,000		250,000		86,103			0.0	%
		Total Education Services					38,628,544		37,212,910			11.0	%
Destiny Solutions Inc. (h), (i)	Education Software	Limited Partner Interests	5/16/2018		3,068		3,969,291		8,769,222			2.6	%
GoReact	Education Software	First Lien Term Loan (3M USD TERM SOFR+7.50%), 13.99% Cash, 1/17/2025	1/17/2020	$	8,026,477		7,980,635		8,008,016			2.4	%
GoReact (j)	Education Software	Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 13.99% Cash, 1/17/2025	1/18/2022	$	2,505,603		2,505,603		2,499,840			0.7	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-2 Units	8/25/2014		232,616		232,616		250,621			0.1	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-1 Units	3/6/2020		43,715		171,571		221,750			0.1	%
Ready Education	Education Software	First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.29% Cash, 8/5/2027	8/5/2022	$	27,000,000		26,767,058		26,427,600			7.8	%
		Total Education Software					41,626,774		46,177,049			13.7	%
TG Pressure Washing Holdings, LLC (h)	Facilities Maintenance	Preferred Equity	8/12/2019		488,148		488,148		298,279			0.1	%
		Total Facilities Maintenance					488,148		298,279			0.1	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Davisware, LLC	Field Service Management	First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.29% Cash, 7/31/2024	9/6/2019	$	6,000,000		5,978,353		5,953,800		1.8	%
Davisware, LLC	Field Service Management	Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.29% Cash, 7/31/2024	9/6/2019	$	3,977,790		3,956,315		3,947,161		1.2	%
		Total Field Service Management					9,934,668		9,900,961		3.0	%
B. Riley Financial, Inc. (a)	Financial Services	Senior Unsecured Loan 6.75% Cash, 5/31/2024	10/18/2022	$	165,301		165,301		165,301		0.0	%
GDS Software Holdings, LLC	Financial Services	First Lien Term Loan (3M USD LIBOR+7.00%), 12.52% Cash, 12/30/2026	12/30/2021	$	22,713,926		22,610,530		22,348,232		6.6	%
GDS Software Holdings, LLC	Financial Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 12.52% Cash, 12/30/2026	12/30/2021	$	3,286,074		3,258,507		3,233,167		1.0	%
GDS Software Holdings, LLC (h)	Financial Services	Common Stock Class A Units	8/23/2018		250,000		250,000		515,469		0.2	%
		Total Financial Services					26,284,338		26,262,169		7.8	%
Ascend Software, LLC	Financial Services Software	First Lien Term Loan (3M USD LIBOR+7.50%), 13.02% Cash, 12/15/2026	12/15/2021	$	6,000,000		5,955,857		5,914,200		1.8	%
Ascend Software, LLC (j)	Financial Services Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 13.02% Cash, 12/15/2026	12/15/2021	$	3,300,000		3,269,995		3,207,050		1.0	%
		Total Financial Services Software					9,225,852		9,121,250		2.8	%
Stretch Zone Franchising, LLC	Health/Fitness Franchisor	First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.29% Cash, 3/31/2028	3/31/2023	$	30,000,000		29,706,945		29,700,000		8.8	%
Stretch Zone Franchising, LLC (j)	Health/Fitness Franchisor	Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.29% Cash, 3/31/2028	3/31/2023	$	-		-		-		0.0	%
Stretch Zone Franchising, LLC (h)	Health/Fitness Franchisor	Class A Preferred Units	3/31/2023		20,000		2,000,000		2,000,000		0.6	%
		Total Health/Fitness Franchisor					31,706,945		31,700,000		9.4	%
Axiom Parent Holdings, LLC (h)	Healthcare Services	Class A Preferred Units	6/19/2018		400,000		400,000		1,068,787		0.3	%
ComForCare Health Care (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+6.25%), 11.77% Cash, 1/31/2025	1/31/2017	$	25,000,000		24,943,998		25,000,000		7.4	%
		Total Healthcare Services					25,343,998		26,068,787		7.7	%
HemaTerra Holding Company, LLC (d)	Healthcare Software	First Lien Term Loan (1M USD TERM SOFR+8.25%), 13.42% Cash, 1/31/2027	4/15/2019	$	55,344,885		54,988,475		55,306,144		16.4	%
HemaTerra Holding Company, LLC	Healthcare Software	Delayed Draw Term Loan (1M USD TERM SOFR+8.25%), 13.42% Cash, 1/31/2027	4/15/2019	$	13,860,350		13,798,493		13,850,648		4.1	%
TRC HemaTerra, LLC (h)	Healthcare Software	Class D Membership Interests	4/15/2019		2,487		2,816,693		4,720,933		1.4	%
Procurement Partners, LLC	Healthcare Software	First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.79% Cash, 5/12/2026	11/12/2020	$	35,125,000		34,928,945		35,114,463		10.4	%
Procurement Partners, LLC (j)	Healthcare Software	Delayed Draw Term Loan (3M USD TERM SOFR+6.50%), 11.79% Cash, 5/12/2026	11/12/2020	$	9,300,000		9,226,665		9,297,210		2.8	%
Procurement Partners Holdings LLC (h)	Healthcare Software	Class A Units	11/12/2020		571,219		571,219		814,625		0.2	%
		Total Healthcare Software					116,330,490		119,104,023		35.3	%
Roscoe Medical, Inc. (h)	Healthcare Supply	Common Stock	3/26/2014		5,081		508,077		-		0.0	%
		Total Healthcare Supply					508,077		-		0.0	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Book4Time, Inc. (a), (d)	Hospitality/Hotel	First Lien Term Loan (3M USD LIBOR+7.50%), 13.02%, 12/22/2025	12/22/2020	$	3,136,517		3,119,385		3,136,517		0.9	%
Book4Time, Inc. (a)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 13.02%, 12/22/2025	12/22/2020	$	2,000,000		1,985,626		2,000,000		0.6	%
Book4Time, Inc. (a), (h), (i)	Hospitality/Hotel	Class A Preferred Shares	12/22/2020		200,000		156,826		309,559		0.1	%
Knowland Group, LLC (h), (k)	Hospitality/Hotel	Second Lien Term Loan (3M USD TERM SOFR+8.00%), 16.44% Cash/3.00% PIK, 12/31/2024	11/9/2018	$	15,878,989		15,878,989		9,829,094		2.9	%
Sceptre Hospitality Resources, LLC	Hospitality/Hotel	First Lien Term Loan (3M USD TERM SOFR+7.25%), 12.54% Cash, 11/15/2027	4/27/2020	$	23,000,000		22,810,619		22,864,300		6.8	%
Sceptre Hospitality Resources, LLC (j)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD TERM SOFR+7.25%), 12.54% Cash, 11/15/2027	9/2/2021	$	-		-		-		0.0	%
		Total Hospitality/Hotel					43,951,445		38,139,470		11.3	%
Granite Comfort, LP (d)	HVAC Services and Sales	First Lien Term Loan (3M USD TERM SOFR+7.82%), 13.11% Cash, 11/16/2025	11/16/2020	$	42,785,000		42,513,752		42,446,999		12.6	%
Granite Comfort, LP (j)	HVAC Services and Sales	Delayed Draw Term Loan (3M USD TERM SOFR+7.82%), 13.11% Cash, 11/16/2025	11/16/2020	$	26,143,125		25,816,243		25,936,594		7.7	%
		Total HVAC Services and Sales					68,329,995		68,383,593		20.3	%
Vector Controls Holding Co., LLC (d)	Industrial Products	First Lien Term Loan (3M USD LIBOR+6.50%), 12.02% Cash, 3/6/2025	3/6/2013	$	3,089,986		3,089,986		3,089,987		0.9	%
Vector Controls Holding Co., LLC (h)	Industrial Products	Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027	5/31/2015		343		-		6,234,823		1.8	%
		Total Industrial Products					3,089,986		9,324,810		2.7	%
AgencyBloc, LLC	Insurance Software	First Lien Term Loan (1M USD BSBY+8.00%), 13.11% Cash, 10/1/2026	10/1/2021	$	13,435,568		13,346,649		13,428,850		4.0	%
Panther ParentCo LLC (h)	Insurance Software	Class A Units	10/1/2021		2,500,000		2,500,000		3,577,353		1.1	%
		Total Insurance Software					15,846,649		17,006,203		5.1	%
LogicMonitor, Inc. (d)	IT Services	First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.79% Cash, 5/17/2026	3/20/2020	$	43,000,000		42,967,165		43,000,000		12.7	%
		Total IT Services					42,967,165		43,000,000		12.7	%
ActiveProspect, Inc. (d)	Lead Management Software	First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.49% Cash, 8/8/2027	8/8/2022	$	12,000,000		11,910,143		12,120,000		3.6	%
ActiveProspect, Inc. (j)	Lead Management Software	Delayed Draw Term Loan (3M USD TERM SOFR+6.00%), 11.49% Cash, 8/8/2027	8/8/2022	$	-		-		-		0.0	%
		Total Lead Management Software					11,910,143		12,120,000		3.6	%
Centerbase, LLC	Legal Software	First Lien Term Loan (1M USD TERM SOFR+7.75%), 12.92% Cash, 1/18/2027	1/18/2022	$	21,193,920		21,017,421		20,700,102		6.1	%
		Total Legal Software					21,017,421		20,700,102		6.1	%
Madison Logic, Inc. (d)	Marketing Orchestration Software	First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.29% Cash, 12/30/2028	12/10/2021	$	19,000,000		18,633,576		18,715,000		5.5	%
		Total Marketing Orchestration Software					18,633,576		18,715,000		5.5	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
ARC Health OpCo LLC (d)	Mental Healthcare Services	First Lien Term Loan (3M USD TERM SOFR+8.48%), 13.78% Cash, 8/5/2027	8/5/2022	$	6,500,000		6,430,015		6,440,200		1.9	%
ARC Health OpCo LLC (d), (j)	Mental Healthcare Services	Delayed Draw Term Loan (3M USD TERM SOFR+8.48%), 13.78% Cash, 8/5/2027	8/5/2022	$	13,036,750		12,880,708		12,916,812		3.8	%
ARC Health OpCo LLC (h)	Mental Healthcare Services	Class A Preferred Units	8/5/2022		3,818,400		4,169,599		4,047,510		1.2	%
		Total Mental Healthcare Services					23,480,322		23,404,522		6.9	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD TERM SOFR+5.25%), 10.69% Cash, 8/26/2026	8/26/2021	$	15,000,000		14,896,420		14,802,000		4.4	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.44% Cash, 8/26/2026	8/26/2021	$	5,000,000		4,955,341		4,934,000		1.5	%
Chronus LLC (h)	Mentoring Software	Series A Preferred Stock	8/26/2021		3,000		3,000,000		3,296,744		1.0	%
		Total Mentoring Software					22,851,761		23,032,744		6.9	%
Omatic Software, LLC	Non-profit Services	First Lien Term Loan (3M USD TERM SOFR+8.00%), 14.55% Cash/1.00% PIK, 6/30/2024	5/29/2018	$	14,158,121		14,124,131		14,108,567		4.2	%
		Total Non-profit Services					14,124,131		14,108,567		4.2	%
Emily Street Enterprises, L.L.C.	Office Supplies	Senior Secured Note (3M USD TERM SOFR+7.50%), 12.79% Cash, 12/31/2025	12/28/2012	$	6,000,000		5,982,861		5,970,600		1.8	%
Emily Street Enterprises, L.L.C. (h)	Office Supplies	Warrant Membership Interests, Expires 12/31/2025	12/28/2012		49,318		400,000		624,828		0.2	%
		Total Office Supplies					6,382,861		6,595,428		2.0	%
Buildout, Inc. (d)	Real Estate Services	First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.39% Cash, 7/9/2025	7/9/2020	$	14,000,000		13,931,784		13,778,800		4.1	%
Buildout, Inc.	Real Estate Services	Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.39% Cash, 7/9/2025	2/12/2021	$	38,500,000		38,281,023		37,891,700		11.2	%
Buildout, Inc. (h), (i)	Real Estate Services	Limited Partner Interests	7/9/2020		1,250		1,372,557		1,422,696		0.4	%
		Total Real Estate Services					53,585,364		53,093,196		15.7	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Wellspring Worldwide Inc.	Research Software	First Lien Term Loan (1M USD BSBY+7.25%), 12.36% Cash, 6/27/2027	6/27/2022	$	9,600,000		9,510,918		9,553,920		2.8	%
Archimedes Parent LLC (h)	Research Software	Class A Common Units	6/27/2022		1,125,160		1,125,160		1,128,926		0.3	%
		Total Research Software					10,636,078		10,682,846		3.1	%
LFR Chicken LLC	Restaurant	First Lien Term Loan (1M USD TERM SOFR+7.00%), 12.17% Cash, 11/19/2026	11/19/2021	$	12,000,000		11,914,575		11,898,000		3.5	%
LFR Chicken LLC (j)	Restaurant	Delayed Draw Term Loan (1M USD TERM SOFR+7.00%), 12.17% Cash, 11/19/2026	11/19/2021	$	9,000,000		8,932,246		8,923,500		2.6	%
LFR Chicken LLC (h)	Restaurant	Series B Preferred Units	11/19/2021		497,183		1,000,000		1,181,928		0.4	%
TMAC Acquisition Co., LLC	Restaurant	Unsecured Term Loan 8.00% PIK, 3/1/2024	3/1/2018	$	3,217,657		3,217,657		2,959,889		0.9	%
		Total Restaurant					25,064,478		24,963,317		7.4	%
JobNimbus LLC	Roofing Contractor Software	First Lien Term Loan (1M USD TERM SOFR+8.75%), 14.02% Cash, 9/20/2026	3/28/2023	$	10,000,000		9,903,578		9,900,000		2.9	%
		Total Roofing Contractor Software					9,903,578		9,900,000		2.9	%
Pepper Palace, Inc. (d)	Specialty Food Retailer	First Lien Term Loan (3M USD LIBOR+6.25%), 11.77% Cash, 6/30/2026	6/30/2021	$	33,405,000		33,180,924		23,416,905		6.9	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Delayed Draw Term Loan (3M USD LIBOR+6.25%), 11.77% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Revolving Credit Facility (3M USD LIBOR+6.25%), 11.77% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (h)	Specialty Food Retailer	Membership Interest (Series A)	6/30/2021		1,000,000		1,000,000		-		0.0	%
Pepper Palace, Inc. (h)	Specialty Food Retailer	Membership Interest (Series B)	6/30/2021		197,035		197,035		-		0.0	%
		Total Specialty Food Retailer					34,377,959		23,416,905		6.9	%
ArbiterSports, LLC (d)	Sports Management	First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.79% Cash, 2/21/2025	2/21/2020	$	26,000,000		25,915,459		25,807,600		7.6	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
ArbiterSports, LLC	Sports Management	Delayed Draw Term Loan (3M USD TERM SOFR+6.50%), 11.79% Cash, 2/21/2025	2/21/2020	$	1,000,000		1,000,000		992,600		0.3	%
		Total Sports Management					26,915,459		26,800,200		7.9	%
Avionte Holdings, LLC (h)	Staffing Services	Class A Units	1/8/2014		100,000		100,000		2,123,136		0.6	%
		Total Staffing Services					100,000		2,123,136		0.6	%
JDXpert	Talent Acquisition Software	First Lien Term Loan (3M USD LIBOR+8.50%), 14.02% Cash, 5/2/2027	5/2/2022	$	6,000,000		5,949,642		6,048,600		1.8	%
JDXpert (j)	Talent Acquisition Software	Delayed Draw Term Loan (3M USD LIBOR+8.50%), 14.02% Cash, 5/2/2027	5/2/2022	$	1,000,000		990,270		1,008,100		0.3	%
Jobvite, Inc. (d)	Talent Acquisition Software	First Lien Term Loan (3M USD TERM SOFR+8.00%), 13.29% Cash, 8/5/2028	8/5/2022	$	20,000,000		19,872,841		19,948,000		6.1	%
		Total Talent Acquisition Software					26,812,753		27,004,700		8.2	%
VetnCare MSO, LLC (j)	Veterinary Services	Delayed Draw Term Loan (3M USD TERM SOFR+5.75%), 11.04% Cash, 5/12/2028	5/12/2023	$	500,000		495,055		495,000		0.1	%
		Total Veterinary Services					495,055		495,000		0.1	%
Sub Total Non-control/Non-affiliate investments							934,686,593		941,021,051		278.9	%
Affiliate investments - 12.7% (b)
ETU Holdings, Inc. (f)	Corporate Education Software	First Lien Term Loan (3M USD LIBOR+9.00%), 14.52% Cash, 8/18/2027	8/18/2022	$	7,000,000		6,939,743		6,992,300		2.1	%
ETU Holdings, Inc. (f)	Corporate Education Software	Second Lien Term Loan 15.00% PIK, 2/18/2028	8/18/2022	$	5,482,861		5,438,840		5,356,206		1.6	%
ETU Holdings, Inc. (f), (h)	Corporate Education Software	Series A Preferred Units	8/18/2022		3,000,000		3,000,000		2,904,070		0.9	%
		Total Corporate Education Software					15,378,583		15,252,576		4.6	%
Modis Dental Partners OpCo, LLC (f)	Dental Practice Management	First Lien Term Loan (1M USD LIBOR+9.50%), 14.67% Cash, 4/18/2028	4/18/2023	$	7,000,000		6,896,854		6,895,000		2.0	%
Modis Dental Partners OpCo, LLC (f), (j)	Dental Practice Management	Delayed Draw Term Loan (1M USD LIBOR+9.50%), 14.67% Cash, 4/18/2028	4/18/2023	$	-		-		-		0.0	%
Modis Dental Partners OpCo, LLC (f)	Dental Practice Management	Class A Preferred Units	4/18/2023		1,950,000		1,950,000		1,950,000		0.6	%
		Total Dental Practice Management					8,846,854		8,845,000		2.6	%

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 TERM SOFR+8.00%), 13.44% Cash, 6/30/2026	6/30/2021	$	5,500,000		5,461,912		5,513,750		1.6	%
Axero Holdings, LLC (f)	Employee Collaboration Software	Delayed Draw Term Loan (3M USD TERM SOFR+8.00%), 13.44% Cash, 6/30/2026	6/30/2021	$	1,100,000		1,091,249		1,102,750		0.3	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Revolving Credit Facility (3M USD TERM SOFR+8.00%), 13.44% Cash, 6/30/2026	2/3/2022	$	-		-		-		0.0	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series A Preferred Units	6/30/2021		2,000,000		2,000,000		2,575,000		0.8	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series B Preferred Units	6/30/2021		2,000,000		2,000,000		3,829,000		1.1	%
		Total Employee Collaboration Software					10,553,161		13,020,500		3.8	%
Alpha Aesthetics Partners OpCo, LLC (d) (f)	Healthcare Services	First Lien Term Loan (1M USD TERM SOFR+10.00%), 15.17% Cash, 3/20/2028	3/20/2023	$	3,900,000		3,842,711		3,841,500		1.2	%
Alpha Aesthetics Partners OpCo, LLC (f), (j)	Healthcare Services	Delayed Draw Term Loan (1M USD TERM SOFR+10.00%), 15.17% Cash, 3/20/2028	3/20/2023	$	-		-		-		0.0	%
Alpha Aesthetics Partners OpCo, LLC (f), (h)	Healthcare Services	Class A Preferred Units	3/20/2023		1,850,000		1,850,000		1,850,000		0.5	%
		Total Healthcare Services					5,692,711		5,691,500		1.7	%
Sub Total Affiliate investments							40,471,309		42,809,576		12.7	%
Control investments - 29.7% (b)
Netreo Holdings, LLC (g)	IT Services	First Lien Term Loan (3M USD LIBOR +6.50%), 14.02% Cash/2.00% PIK 12/31/2025	7/3/2018	$	5,567,388		5,551,736		5,364,735		1.6	%
Netreo Holdings, LLC (d), (g)	IT Services	Delayed Draw Term Loan (3M USD LIBOR +6.50%), 14.02% Cash/2.00% PIK, 12/31/2025	5/26/2020	$	22,224,213		22,137,538		21,415,251		6.3	%
Netreo Holdings, LLC (g), (h)	IT Services	Common Stock Class A Unit	7/3/2018		4,600,677		8,344,500		14,214,290		4.2	%
		Total IT Services					36,033,774		40,994,276		12.1	%

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 0.00%, 4/20/2033	1/22/2008	$	111,000,000		27,157,923		13,716,348		4.1	%
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)	Structured Finance Securities	Other/Structured Finance Securities (3M USD LIBOR+10.00%), 15.52%, 4/20/2033	8/9/2021	$	9,375,000		9,375,000		8,836,222		2.6	%
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+8.55%), 13.84%, 10/20/2033	10/28/2022	$	12,250,000		11,392,500		11,353,537		3.4	%
		Total Structured Finance Securities					47,925,423		33,906,107		10.1	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)	Investment Fund	Unsecured Loan 10.00%, 10/20/2033	2/17/2022	$	17,618,954		17,618,954		17,618,954		5.2	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (h)	Investment Fund	Membership Interest	2/17/2022		17,583,486		17,583,486		7,748,164		2.3	%
		Total Investment Fund					35,202,440		25,367,118		7.5	%
Sub Total Control investments							119,161,637		100,267,501		29.7	%
TOTAL INVESTMENTS - 321.3% (b)						$	1,094,319,539	$	1,084,098,128		321.3	%

	Number of Shares		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 15.8% (b)
U.S. Bank Money Market (l)		53,153,165	$	53,153,165	$	53,153,165		15.8	%
Total cash and cash equivalents and cash and cash equivalents, reserve accounts		53,153,165	$	53,153,165	$	53,153,165		15.8	%

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

(a)

Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of May 31, 2023, non-qualifying assets represent 7.2% 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 $337,450,848 as of May 31, 2023.

(c)

Because there is no “readily available market quotations” (as defined in the 1940 Act) 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 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.

(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 three months ended May 31, 2023 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)
Axero Holdings, LLC	$	-	$	-	$	222,826	$	-	$	-	$	(33,070	)
ETU Holdings, Inc.		-		-		467,851		-		-		(209,149	)
Modis Dental Partners OpCo, LLC		8,845,000		-		124,995		-		-		(1,854	)
Alpha Aesthetics Partners OpCo, LLC		5,691,500		-		119,003		-		-		(1,211	)
Total	$	14,536,500	$	-	$	934,675	$	-	$	-	$	(245,284	)

(g)	As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended May 31, 2023 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	$	-	$	-	$	962,758	$	-	$	-	$	(3,319,711	)
Saratoga Investment Corp. CLO 2013-1, Ltd.		-		-		-		816,788		-		(5,674,249	)
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note		-		-		405,005		-		-		(958	)
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note		-		-		359,610		-		-		4,816
Saratoga Senior Loan Fund I JV, LLC		-		-		460,050		-		-		-
Saratoga Senior Loan Fund I JV, LLC		-		-		-		-		-		(5,358,787	)
Total	$	-	$	-	$	2,187,423	$	816,788	$	-	$	(14,348,889	)

(h)	Non-income producing at May 31, 2023.

(i)	Includes securities issued by an affiliate of the company.

(j)	All or a portion of this investment has an unfunded commitment as of May 31, 2023. (See Note 9 to the consolidated financial statements).

(k)	As of May 31, 2023, the investment was on non-accrual status. The fair value of these investments was approximately $9.8 million, which represented 0.9% 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 May 31, 2023.

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 May 31, 2023 was 5.11%.

1M USD LIBOR - The 1 month USD LIBOR rate as of May 31, 2023 was 5.19%.

3M USD LIBOR - The 3 month USD LIBOR rate as of May 31, 2023 was 5.52%.

1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of May 31, 2023 was 5.17%.

3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of May 31, 2023 was 5.29%.

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

See accompanying notes to consolidated financial statements

Saratoga Investment Corp.

Consolidated Schedule of Investments

February 28, 2023

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 - 238.6% (b)
Altvia MidCo, LLC.	Alternative Investment Management Software	First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.39% Cash, 7/18/2027	7/18/2022	$	7,980,000	$	7,907,457		$	7,911,372		2.3	%
Altvia MidCo, LLC. (h)	Alternative Investment Management Software	Series A-1 Preferred Shares	7/18/2022		2,000,000		2,000,000			2,548,000		0.7	%
		Total Alternative Investment Management Software					9,907,457			10,459,372		3.0	%
Artemis Wax Corp. (d)(j)	Consumer Services	Delayed Draw Term Loan (1M USD TERM SOFR+6.75%), 11.41% Cash, 5/20/2026	5/20/2021	$	57,500,000		57,059,057			57,500,000		16.6	%
Artemis Wax Corp. (h)	Consumer Services	Series B-1 Preferred Stock	5/20/2021		934,463		1,500,000			4,642,322		1.3	%
Artemis Wax Corp. (h)	Consumer Services	Series D Preferred Stock	12/22/2022		278,769		1,500,000			1,500,005		0.4	%
		Total Consumer Services					60,059,057			63,642,327		18.3	%
Schoox, Inc. (h), (i)	Corporate Education Software	Series 1 Membership Interest	12/8/2020		1,050		475,698			3,809,091		1.1	%
		Total Corporate Education Software					475,698			3,809,091		1.1	%
GreyHeller LLC (h)	Cyber Security	Common Stock	11/10/2021		7,857,689		1,906,275			2,509,210		0.7	%
		Total Cyber Security					1,906,275			2,509,210		0.7	%
New England Dental Partners	Dental Practice Management	First Lien Term Loan (3M USD LIBOR+8.00%), 12.97% Cash, 11/25/2025	11/25/2020	$	6,555,000		6,514,437			6,523,536		1.9	%
New England Dental Partners	Dental Practice Management	Delayed Draw Term Loan (3M USD LIBOR+8.00%), 12.97% Cash, 11/25/2025	11/25/2020	$	4,650,000		4,627,032			4,627,680		1.3	%
Gen4 Dental Partners Holdings, LLC (j)	Dental Practice Management	Delayed Draw Term Loan (3M USD TERM SOFR+10.35%), 15.24% Cash, 4/29/2026	2/8/2023	$	-		(94,504	)		-		0.0	%
Gen4 Dental Partners Holdings, LLC (i)	Dental Practice Management	Series A Preferred Units	2/8/2023		480,769		1,000,000			1,000,000		0.3	%
		Total Dental Practice Management					12,046,965			12,151,216		3.5	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)			% of Net Assets
Exigo, LLC (d)	Direct Selling Software	First Lien Term Loan (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027	3/16/2022	$	24,812,500		24,632,494		24,504,825			7.1	%
Exigo, LLC (j)	Direct Selling Software	Delayed Draw Term Loan (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027	3/16/2022	$	-		-		(51,667	)		0.0	%
Exigo, LLC (j)	Direct Selling Software	Revolving Credit Facility (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027	3/16/2022	$	208,334		208,333		195,417			0.1	%
Exigo, LLC (h), (i)	Direct Selling Software	Common Units	3/16/2022		1,041,667		1,041,667		1,121,575			0.3	%
		Total Direct Selling Software					25,882,494		25,770,150			7.5	%
C2 Educational Systems (d)	Education Services	First Lien Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/31/2023	5/31/2017	$	18,500,000		18,497,146		18,525,900			5.3	%
C2 Education Systems, Inc. (h)	Education Services	Series A-1 Preferred Stock	5/18/2021		3,127		499,904		629,892			0.2	%
Zollege PBC	Education Services	First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 5/11/2026	5/11/2021	$	16,000,000		15,905,830		14,827,200			4.3	%
Zollege PBC (j)	Education Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 5/11/2026	5/11/2021	$	500,000		496,809		390,050			0.1	%
Zollege PBC (h)	Education Services	Class A Units	5/11/2021		250,000		250,000		115,676			0.0	%
		Total Education Services					35,649,689		34,488,718			9.9	%
Destiny Solutions Inc. (h), (i)	Education Software	Limited Partner Interests	5/16/2018		3,068		3,969,291		8,941,350			2.6	%
GoReact	Education Software	First Lien Term Loan (3M USD TERM SOFR+7.50%), 13.59% Cash, 1/17/2025	1/17/2020	$	8,006,000		7,952,042		7,982,783			2.3	%
GoReact (j)	Education Software	Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 13.59% Cash, 1/17/2025	1/18/2022	$	1,000,750		1,000,750		997,848			0.3	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-2 Units	8/25/2014		232,616		232,616		218,168			0.1	%
Identity Automation Systems (h)	Education Software	Common Stock Class A-1 Units	3/6/2020		43,715		171,571		217,370			0.1	%
Ready Education	Education Software	First Lien Term Loan (3M USD TERM SOFR+6.00%), 10.89% Cash, 8/5/2027	8/5/2022	$	27,000,000		26,751,573		26,597,700			7.7	%
		Total Education Software					40,077,843		44,955,219			13.1	%
TG Pressure Washing Holdings, LLC (h)	Facilities Maintenance	Preferred Equity	8/12/2019		488,148		488,148		407,760			0.1	%
		Total Facilities Maintenance					488,148		407,760			0.1	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Davisware, LLC	Field Service Management	First Lien Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 7/31/2024	9/6/2019	$	6,000,000		5,972,735		5,988,000		1.7	%
Davisware, LLC	Field Service Management	Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 7/31/2024	9/6/2019	$	3,977,790		3,950,992		3,969,834		1.1	%
		Total Field Service Management					9,923,727		9,957,834		2.8	%
B. Riley Financial, Inc. (a)	Financial Services	Senior Unsecured Loan 6.75% Cash, 5/31/2024	10/18/2022	$	165,301		165,301		160,077		0.0	%
GDS Software Holdings, LLC	Financial Services	First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 12/30/2026	12/30/2021	$	22,713,926		22,603,970		22,311,890		6.4	%
GDS Software Holdings, LLC	Financial Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 12/30/2026	12/30/2021	$	3,286,074		3,257,297		3,227,910		0.9	%
GDS Software Holdings, LLC (h)	Financial Services	Common Stock Class A Units	8/23/2018		250,000		250,000		518,413		0.1	%
		Total Financial Services					26,276,568		26,218,290		7.4	%
Ascend Software, LLC	Financial Services Software	First Lien Term Loan (3M USD LIBOR+7.50%), 12.47% Cash, 12/15/2026	12/15/2021	$	6,000,000		5,952,354		5,902,200		1.7	%
Ascend Software, LLC (j)	Financial Services Software	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 12.47% Cash, 12/15/2026	12/15/2021	$	3,300,000		3,269,283		3,194,050		0.9	%
		Total Financial Services Software					9,221,637		9,096,250		2.6	%
Axiom Parent Holdings, LLC (h)	Healthcare Services	Common Stock Class A Units	6/19/2018	$	400,000		400,000		1,286,156		0.4	%
ComForCare Health Care (d)	Healthcare Services	First Lien Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 1/31/2025	1/31/2017	$	25,000,000		24,938,666		25,000,000		7.2	%
		Total Healthcare Services					25,338,666		26,286,156		7.6	%

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 (1M USD TERM SOFR+8.25%), 12.91% Cash, 1/31/2027	4/15/2019	$	55,483,943		55,105,372		55,445,104		16.0	%
HemaTerra Holding Company, LLC	Healthcare Software	Delayed Draw Term Loan (1M USD TERM SOFR+8.25%), 12.91% Cash, 1/31/2027	4/15/2019	$	13,895,175		13,829,142		13,885,448		4.0	%
TRC HemaTerra, LLC (h)	Healthcare Software	Class D Membership Interests	4/15/2019		2,487		2,816,693		4,606,741		1.3	%
Procurement Partners, LLC	Healthcare Software	First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/12/2026	11/12/2020	$	35,125,000		34,906,981		35,103,925		10.1	%
Procurement Partners, LLC (j)	Healthcare Software	Delayed Draw Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/12/2026	11/12/2020	$	9,300,000		9,219,412		9,294,420		2.7	%
Procurement Partners Holdings LLC (h)	Healthcare Software	Class A Units	11/12/2020		571,219		571,219		788,283		0.2	%
		Total Healthcare Software					116,448,819		119,123,921		34.3	%
Roscoe Medical, Inc. (h)	Healthcare Supply	Common Stock	3/26/2014		5,081		508,077		-		0.0	%
		Total Healthcare Supply					508,077		-		0.0	%
Book4Time, Inc. (a), (d)	Hospitality/Hotel	First Lien Term Loan (3M USD LIBOR+7.50%), 12.47%, 12/22/2025	12/22/2020	$	3,136,517		3,116,896		3,136,517		0.9	%
Book4Time, Inc. (a)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD LIBOR+7.50%), 12.47%, 12/22/2025	12/22/2020	$	2,000,000		1,984,212		2,000,000		0.6	%
Book4Time, Inc. (a), (h), (i)	Hospitality/Hotel	Class A Preferred Shares	12/22/2020		200,000		156,826		281,778		0.1	%
Knowland Group, LLC (h), (k)	Hospitality/Hotel	Second Lien Term Loan (3M USD LIBOR+8.00%), 13.97% Cash/1.00% PIK, 5/9/2024	11/9/2018	$	15,878,989		15,878,989		9,760,821		2.8	%
Sceptre Hospitality Resources, LLC	Hospitality/Hotel	First Lien Term Loan (3M USD TERM SOFR+7.25%), 12.14% Cash, 11/15/2027	4/27/2020	$	23,000,000		22,806,316		22,793,000		6.6	%
Sceptre Hospitality Resources, LLC (j)	Hospitality/Hotel	Delayed Draw Term Loan (3M USD TERM SOFR+7.25%), 12.14% Cash, 11/15/2027	9/2/2021	$	-		-		-		0.0	%
		Total Hospitality/Hotel					43,943,239		37,972,116		11.0	%

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+7.86%), 12.75% Cash, 11/16/2025	11/16/2020	$	43,000,000		42,694,831		42,570,000		12.3	%
Granite Comfort, LP (j)	HVAC Services and Sales	Delayed Draw Term Loan (3M USD TERM SOFR+7.86%), 12.75% Cash, 11/16/2025	11/16/2020	$	12,000,000		11,894,177		11,880,000		3.4	%
		Total HVAC Services and Sales					54,589,008		54,450,000		15.7	%
Vector Controls Holding Co., LLC (d)	Industrial Products	First Lien Term Loan (3M USD LIBOR+6.50%), 11.47% Cash, 3/6/2025	3/6/2013	$	3,089,986		3,089,986		3,089,986		0.9	%
Vector Controls Holding Co., LLC (h)	Industrial Products	Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027	5/31/2015		343		-		6,517,923		1.9	%
		Total Industrial Products					3,089,986		9,607,909		2.8	%
AgencyBloc, LLC	Insurance Software	First Lien Term Loan (1M USD BSBY+8.00%), 12.58% Cash, 10/1/2026	10/1/2021	$	13,469,318		13,376,121		13,449,114		3.9	%
Panther ParentCo LLC (h)	Insurance Software	Class A Units	10/1/2021		2,500,000		2,500,000		3,311,442		1.0	%
		Total Insurance Software					15,876,121		16,760,556		4.9	%
LogicMonitor, Inc. (d)	IT Services	First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/17/2026	3/20/2020	$	43,000,000		42,953,087		43,000,000		12.4	%
		Total IT Services					42,953,087		43,000,000		12.4	%
ActiveProspect, Inc. (d)	Lead Management Software	First Lien Term Loan (3M USD LIBOR+6.00%), 10.97% Cash, 8/8/2027	8/8/2022	$	12,000,000		11,906,362		12,090,000		3.5	%
ActiveProspect, Inc. (j)	Lead Management Software	Delayed Draw Term Loan (3M USD LIBOR+6.00%), 10.97% Cash, 8/8/2027	8/8/2022	$	-		-		-		0.0	%
		Total Lead Management Software					11,906,362		12,090,000		3.5	%
Centerbase, LLC	Legal Software	First Lien Term Loan (1M USD TERM SOFR+7.75%), 12.41% Cash, 1/18/2027	1/18/2022	$	21,247,440		21,055,931		20,699,256		6.0	%
		Total Legal Software					21,055,931		20,699,256		6.0	%
Madison Logic, Inc. (d)	Marketing Orchestration Software	First Lien Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 12/30/2028	12/10/2021	$	19,000,000		18,626,777		18,715,000		5.4	%
		Total Marketing Orchestration Software					18,626,777		18,715,000		5.4	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
ARC Health OpCo LLC (d)	Mental Healthcare Services	First Lien Term Loan (3M USD TERM SOFR+8.48%), 13.37% Cash, 8/5/2027	8/5/2022	$	6,500,000		6,427,296		6,461,000		1.9	%
ARC Health OpCo LLC (d), (j)	Mental Healthcare Services	Delayed Draw Term Loan (3M USD TERM SOFR+8.48%), 13.37% Cash, 8/5/2027	8/5/2022	$	7,726,978		7,634,711		7,680,616		2.2	%
ARC Health OpCo LLC (h)	Mental Healthcare Services	Class A Preferred Shares	8/5/2022		2,808,236		3,035,108		2,780,153		0.8	%
		Total Mental Healthcare Services					17,097,115		16,921,769		4.9	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD LIBOR+5.25), 10.22% Cash, 8/26/2026	8/26/2021	$	15,000,000		14,887,780		14,890,500		4.3	%
Chronus LLC	Mentoring Software	First Lien Term Loan (3M USD LIBOR+6.00), 10.97% Cash, 8/26/2026	8/26/2021	$	3,000,000		2,973,634		2,978,100		0.9	%
Chronus LLC (h)	Mentoring Software	Series A Preferred Stock	8/26/2021		3,000		3,000,000		3,490,403		1.0	%
		Total Mentoring Software					20,861,414		21,359,003		6.2	%
Omatic Software, LLC	Non-profit Services	First Lien Term Loan (3M USD TERM SOFR+8.00%), 14.15% Cash/1.00% PIK, 1/31/2024	5/29/2018	$	13,122,781		13,091,197		13,095,223		3.8	%
		Total Non-profit Services					13,091,197		13,095,223		3.8	%
Emily Street Enterprises, L.L.C.	Office Supplies	Senior Secured Note (3M USD TERM SOFR+7.50%), 12.39% Cash, 12/31/2025	12/28/2012	$	6,000,000		5,974,379		5,965,800		1.7	%
Emily Street Enterprises, L.L.C. (h)	Office Supplies	Warrant Membership Interests, Expires 12/31/2025	12/28/2012		49,318		400,000		406,755		0.1	%
		Total Office Supplies					6,374,379		6,372,555		1.8	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Buildout, Inc.	Real Estate Services	First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 7/9/2025	7/9/2020	$	14,000,000		13,924,435		13,855,800		4.0	%
Buildout, Inc.	Real Estate Services	Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 7/9/2025	2/12/2021	$	38,500,000		38,257,589		38,103,450		11.0	%
Buildout, Inc. (h), (i)	Real Estate Services	Limited Partner Interests	7/9/2020		1,250		1,372,557		1,447,219		0.4	%
		Total Real Estate Services					53,554,581		53,406,469		15.4	%
Archimedes Parent LLC (h)	Research Software	Class A Common Units	6/27/2022		1,125,160		1,125,160		1,136,503		0.3	%
Wellspring Worldwide Inc.	Research Software	First Lien Term Loan (1M USD BSBY+7.25%), 11.83% Cash, 6/27/2027	6/27/2022	$	9,600,000		9,503,123		9,540,480		2.7	%
		Total Research Software					10,628,283		10,676,983		3.0	%
LFR Chicken LLC	Restaurant	First Lien Term Loan (1M USD LIBOR+7.00%), 11.67% Cash, 11/19/2026	11/19/2021	$	12,000,000		11,906,864		11,866,800		3.4	%
LFR Chicken LLC (j)	Restaurant	Delayed Draw Term Loan (1M USD LIBOR+7.00%), 11.67% Cash, 11/19/2026	11/19/2021	$	9,000,000		8,927,326		8,900,100		2.6	%
LFR Chicken LLC (h)	Restaurant	Series B Preferred Units	11/19/2021		497,183		1,000,000		1,177,373		0.3	%
TMAC Acquisition Co., LLC	Restaurant	Unsecured Term Loan 8.00% PIK, 3/1/2024	3/1/2018	$	3,217,657		3,217,657		2,881,888		0.8	%
		Total Restaurant					25,051,847		24,826,161		7.1	%
Pepper Palace, Inc. (d)	Specialty Food Retailer	First Lien Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026	6/30/2021	$	33,490,000		33,255,863		24,410,861		7.0	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Delayed Draw Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (j)	Specialty Food Retailer	Revolving Credit Facility (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026	6/30/2021	$	-		-		-		0.0	%
Pepper Palace, Inc. (h)	Specialty Food Retailer	Membership Interest	6/30/2021		1,000,000		1,000,000		-		0.0	%
		Total Specialty Food Retailer					34,255,863		24,410,861		7.0	%

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+6.50%), 11.47% Cash, 2/21/2025	2/21/2020	$	26,000,000		25,894,505		25,721,800		7.4	%
ArbiterSports, LLC	Sports Management	Delayed Draw Term Loan (3M USD LIBOR+6.50%), 11.47% Cash, 2/21/2025	2/21/2020	$	1,000,000		1,000,000		989,300		0.3	%
		Total Sports Management					26,894,505		26,711,100		7.7	%
Avionte Holdings, LLC (h)	Staffing Services	Class A Units	1/8/2014		100,000		100,000		2,079,325		0.6	%
		Total Staffing Services					100,000		2,079,325		0.6	%
JDXpert	Talent Acquisition Software	First Lien Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/2/2027	5/2/2022	$	6,000,000		5,947,780		6,045,000		1.7	%
JDXpert (j)	Talent Acquisition Software	Delayed Draw Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/2/2027	5/2/2022	$	-		-		-		0.0	%
Jobvite, Inc. (d)	Talent Acquisition Software	First Lien Term Loan (3M USD TERM SOFR+8.00%), 12.89% Cash, 8/5/2028	8/5/2022	$	20,000,000		19,857,613		19,954,000		5.8	%
		Total Talent Acquisition Software					25,805,393		25,999,000		7.5	%
Sub Total Non-control/Non-affiliate investments							819,966,208		828,028,800		238.6	%
Affiliate investments - 8.1% (b)
ETU Holdings, Inc. (f)	Corporate Education Software	First Lien Term Loan (3M USD LIBOR+9.00%), 13.97% Cash, 8/18/2027	8/18/2022	$	7,000,000		6,935,556		7,006,300		2.0	%
ETU Holdings, Inc. (f)	Corporate Education Software	Second Lien Term Loan 15.00% PIK, 2/18/2028	8/18/2022	$	5,282,563		5,235,433		5,175,327		1.5	%
ETU Holdings, Inc. (f), (h)	Corporate Education Software	Series A-1 Preferred Stock	8/18/2022		3,000,000		3,000,000		3,072,504		0.9	%
		Total Corporate Education Software					15,170,989		15,254,131		4.4	%

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 TERM SOFR+8.00%), 13.04% Cash, 6/30/2026	6/30/2021	$	5,500,000		5,460,448		5,513,200		1.6	%
Axero Holdings, LLC (f)	Employee Collaboration Software	Delayed Draw Term Loan (3M USD TERM SOFR+8.00%), 13.04% Cash, 6/30/2026	6/30/2021	$	1,100,000		1,090,883		1,102,640		0.3	%
Axero Holdings, LLC (f), (j)	Employee Collaboration Software	Revolving Credit Facility (3M USD TERM SOFR+8.00%), 13.04% Cash, 6/30/2026	2/3/2022	$	-		-		-		0.0	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series A Preferred Units	6/30/2021		2,000,000		2,000,000		2,498,000		0.7	%
Axero Holdings, LLC (f), (h)	Employee Collaboration Software	Series B Preferred Units	6/30/2021		2,000,000		2,000,000		3,937,900		1.1	%
		Total Employee Collaboration Software					10,551,331		13,051,740		3.7	%
Sub Total Affiliate investments							25,722,320		28,305,871		8.1	%
Control investments - 33.6% (b)
Netreo Holdings, LLC (g)	IT Services	First Lien Term Loan (3M USD LIBOR +6.50%), 13.47% Cash/2.00% PIK 12/31/2025	7/3/2018	$	5,539,029		5,522,608		5,443,757		1.6	%
Netreo Holdings, LLC (d), (g)	IT Services	Delayed Draw Term Loan (3M USD LIBOR +6.50%), 13.47% Cash/2.00% PIK, 12/31/2025	5/26/2020	$	22,111,008		22,019,877		21,730,699		6.3	%
Netreo Holdings, LLC (g), (h)	IT Services	Common Stock Class A Unit	7/3/2018		4,600,677		8,344,500		16,992,742		4.9	%
		Total IT Services					35,886,985		44,167,198		12.8	%
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g)	Structured Finance Securities	Other/Structured Finance Securities 0.00%, 4/20/2033	1/22/2008	$	111,000,000		28,943,904		21,176,578		6.1	%
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g)	Structured Finance Securities	Other/Structured Finance Securities (3M USD LIBOR+10.00%), 14.97%, 4/20/2033	8/9/2021	$	9,375,000		9,375,000		8,831,406		2.5	%
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+8.55%), 13.44%, 10/20/2033	10/28/2022	$	12,250,000		11,392,500		11,354,495		3.3	%
		Total Structured Finance Securities					49,711,404		41,362,479		11.9	%

Company(1)	Industry	Investment Interest Rate/ Maturity	Original Acquisition Date	Principal/ Number of Shares		Cost		Fair Value (c)		% of Net Assets
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j)	Investment Fund	Unsecured Loan 10.00%, 6/15/2023	2/17/2022	$	17,618,954		17,618,954		17,618,954		5.1	%
Saratoga Senior Loan Fund I JV, LLC (a), (g), (h)	Investment Fund	Membership Interest	2/17/2022		17,583,486		17,583,486		13,106,951		3.8	%
		Total Investment Fund					35,202,440		30,725,905		8.9	%
Sub Total Control investments							120,800,829		116,255,582		33.6	%
TOTAL INVESTMENTS - 280.3% (b)						$	966,489,357	$	972,590,253		280.3	%

	Number of Shares		Cost		Fair Value		% of Net Assets
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 27.7% (b)
U.S. Bank Money Market (l)		96,076,273	$	96,076,273	$	96,076,273		27.7	%
Total cash and cash equivalents and cash and cash equivalents, reserve accounts		96,076,273	$	96,076,273	$	96,076,273		27.7	%

(1)

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

(a)

Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 28, 2023, 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 $346,958,042 as of February 28, 2023.

(c)

(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)

(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. Artemis Wax Corp. is no longer an affiliate as of February 28, 2023. Transactions during the year ended February 28, 2023 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	$	27,440,000	$	6,162,526	$	3,418,378	$	-	$	-	$	(1,460,287	)
Axero Holdings, LLC		1,089,000		-		848,422		-		-		1,951,499
ETU Holdings, Inc.		14,880,000		-		923,437		-		-		83,142
Total	$	43,409,000	$	6,162,526	$	5,190,237	$	-	$	-	$	574,354

(g)

As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended February 28, 2023 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	$	8,290,000	$	-	$	2,529,483	$	-	$	-	$	(2,363,302	)
Saratoga Investment Corp. CLO 2013-1, Ltd.		-		-		1,228,486		3,269,820		-		(4,149,106	)
Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note		11,392,500		-		552,330		-		-		(38,005	)
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note		-		-		1,195,662		-		-		(543,594	)
Saratoga Senior Loan Fund I JV, LLC		4,493,954		-		1,483,522		-		-		-
Saratoga Senior Loan Fund I JV, LLC		4,458,486		-		-		-		-		(3,367,599	)
Total	$	28,634,940	$	-	$	6,989,483	$	3,269,820	$	-	$	(10,461,606	)

(h)

Non-income producing at February 28, 2023.

(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, 2023. (See Note 9 to the consolidated financial statements).

(k)

As of February 28, 2023, the investment was on non-accrual status. The fair value of these investments was approximately $9.8 million, which represented 2.8% 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 February 28, 2023.

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 February 28, 2023 was 4.58%.

3M USD BSBY - The 3 month USD BSBY rate as of February 28, 2023 was 4.87%.

1M USD LIBOR - The 1 month USD LIBOR rate as of February 28, 2023 was 4.67%.

3M USD LIBOR - The 3 month USD LIBOR rate as of February 28, 2023 was 4.97%.

1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of February 28, 2023 was 4.66%

3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of February 28, 2023 was 4.89%

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

See accompanying notes to consolidated financial statements

SARATOGA INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2023

(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-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA-VR, Inc., which are structured as Delaware entities that are treated as corporations for U.S. federal income tax purposes and are intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). These entities 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. 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.

Our wholly owned subsidiaries, Saratoga Investment Corp. SBIC LP (“SBIC LP”), Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC LP and SBIC II LP, the “SBIC Subsidiaries”), received an SBIC license from the SBA on March 28, 2012, August 14, 2019, and September 29, 2022, respectively. SBIC LP’s license provided up to $150.0 million in additional long-term capital in the form of SBA debentures, while SBIC II LP’s and SBIC III LP’s SBIC licenses provide up to $175.0 million each. 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.

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 required a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increased to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on the Company’s existing revolving credit facility with Madison Capital Funding, LLC were repaid and the revolving credit facility terminated. On January 27, 2023, among other things, the borrowings available under the Encina Credit Facility was increased from up to $50.0 million to up to $65.0 million, the underlying benchmark rate used to compute interest changed from LIBOR to Term SOFR for one-month tenor plus a 0.10% credit spread adjustment; the applicable effective margin rate on borrowings increased from 4.00% to 4.25% and the maturity date was extended from October 4, 2024 to January 27, 2026.

On October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company 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 $402.1 million of debt (the “2022 JV CLO Notes”) through a collateralized loan obligation trust (the “JV CLO trust”). The 2022 JV CLO Notes were issued pursuant to an indenture, dated October 28, 2022 (the “JV Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”) servicing as the trustee.

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, SBIC III LP, SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc. and SIA-VR, Inc. All intercompany accounts and transactions have been eliminated in consolidation. Therefore, this form 10-Q should be read in conjunction with the Company's annual report on Form 10-K for the year ended February 28, 2023. The current period's result of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending February 28, 2024. 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 three months ended May 31, 2023.

Principles of Consolidation

Under the investment company rules and regulations pursuant to ASC 946, the Company is precluded from consolidating any entity other than another investment company or controlled operating company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the Company include only the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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

Use of Estimates in the Preparation of Financial Statements

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, liquid investments in a money market fund. The Company places its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. Cash and cash equivalents are carried at cost which approximates fair value. Pursuant to Section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a money market fund, if such investment would cause the Company to exceed any of the following limitations:

●

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

●

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

●

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

As of May 31, 2023, 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, and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits, 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 our wholly owned subsidiaries, SBIC LP, SBIC II LP and SBIC III LP.

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

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

	May 31, 2023		February 28, 2023
Cash and cash equivalents	$	21,987,196	$	65,746,494
Cash and cash equivalents, reserve accounts		31,165,969		30,329,779
Total cash and cash equivalents and cash and cash equivalents, reserve accounts	$	53,153,165	$	96,076,273

Investment Classification

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

Investment Valuation

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

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

●

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

●

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

The Company’s investments in the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of 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, 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 the subordinated notes of Saratoga CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of 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.

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 new Rule 2a-5 under the 1940 Act (“Rule 2a-5”) that establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards of directors, subject to board oversight and certain other conditions, to designate the investment adviser 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”) that provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded 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 May 31, 2023 our investment in one portfolio company was on non-accrual status with a fair value of approximately $9.8 million, or 0.9% of the fair value of our portfolio. At May 31, 2022, our investment in one portfolio company was on non-accrual status with a fair value of approximately $10.1 million, or 1.1% of the fair value of our portfolio.

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, redemption 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 accreted and amortized using the effective interest method over the life of the respective debt security.

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

Realized Loss on Extinguishment of Debt

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

Contingencies

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

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

Income Taxes

The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. By meeting these requirements, the Company will not be subject to U.S. federal income tax 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 generally is required to timely distribute to its stockholders at least 90% of its “investment company taxable income”, as defined by the Code, for each fiscal tax year. The Company will be subject to U.S. federal income tax at corporate rates on its investment company taxable income and net capital gains that it does not timely distribute to shareholders. The Company will be subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least (1) 98% of its net ordinary income in any calendar year, (2) 98.2% of its capital gain net income for each one-year period ending on October 31and (3) any net ordinary income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the Company paid no U.S federal income tax.

Depending on the level of investment company taxable income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay U.S. federal income tax, and possibly the 4.0% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.

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

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

FASB ASC Topic 740, Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 28, 2023, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2020, 2021, 2022 and 2023 federal tax years for the Company remain subject to examination by the IRS. At May 31, 2023, and February 28, 2023, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.

Dividends

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

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

Capital Gains Incentive Fee

The Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable to the Manager, as recorded 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 reflect those realized capital gains net of realized and unrealized losses for the period.

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) (“ASU 2022-03”), which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 established Topic 848 to provide relief during the temporary transition period and includes a sunset provision based on expectations of when the London Interbank Offered Rate (“LIBOR”) would cease being published. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. With the adoption of ASU 2022-06, there was no significant impact to the Company’s financial position.

Risk Management

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

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

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

Note 3. Investments

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

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

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

●

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

●

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

●

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

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

The following table presents fair value measurements of investments, by major class, as of May 31, 2023 (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	$	-	$	-	$	917,590	$	-	$	917,590
Second lien term loans		-		-		15,185		-		15,185
Unsecured term loans		-		-		20,744		-		20,744
Structured finance securities		-		-		33,906		-		33,906
Equity interests		-		-		88,925		7,748		96,673
Total	$	-	$	-	$	1,076,350	$	7,748	$	1,084,098

*	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, 2023 (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	$	-	$	-	$	798,534	$	-	$	798,534
Second lien term loans		-		-		14,936		-		14,936
Unsecured term loans		-		-		20,661		-		20,661
Structured finance securities		-		-		41,362		-		41,362
Equity interests		-		-		83,990		13,107		97,097
Total	$	-	$	-	$	959,483	$	13,107	$	972,590

*	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 three months ended May 31, 2023 (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, 2023	$	798,534		$	14,936	$	20,661	$	41,362		$	83,990		$	959,483
Payment-in-kind and other adjustments to cost		203			200		-		(1,786	)		(91	)		(1,474	)
Net accretion of discount on investments		458			3		-		-			-			461
Net change in unrealized appreciation (depreciation) on investments		(2,198	)		46		83		(5,670	)		(3,224	)		(10,963	)
Purchases		131,660			-		-		-			8,159			139,819
Sales and repayments		(11,067	)		-		-		-			-			(11,067	)
Net realized gain (loss) from investments		-			-		-		-			91			91
Balance as of May 31, 2023	$	917,590		$	15,185	$	20,744	$	33,906		$	88,925		$	1,076,350
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	$	(2,153	)	$	46	$	83	$	(5,670	)	$	(3,224	)	$	(10,918	)

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

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

Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the three months ended May 31, 2023.

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

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

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of May 31, 2023 were as follows (dollars in thousands):

	Fair Value		Valuation Technique	Unobservable Input	Range		Weighted Average*
First lien term loans			Market Comparables	Market Yield (%)		11.2% - 26.2%		13.3	%
				Revenue Multiples (x)		4.1x		4.1	x
	$	917,590		EBITDA Multiples (x)		8.0x		8.0	x
Second lien term loans		15,185	Market Comparables	Market Yield (%)		15.7% - 53.6%		40.3	%
Unsecured term loans			Market Comparables	Market Yield (%)		19.8%		19.8	%
			Market Comparables	Market Quote (%)		100.0%		100.0	%
		20,744	Collateral Value Coverage	Net Asset Value		100.0%		100.0	%
Structured finance securities			Discounted Cash Flow	Discount Rate (%)		12.0% - 22.0%		16.7	%
				Recovery Rate (%)		35% - 70%		70.0	%
		33,906		Prepayment Rate (%)		20.0%		20.0	%
Equity interests			Enterprise Value Waterfall	EBITDA Multiples (x)		5.5x - 28.6x		11.9	x
		88,925		Revenue Multiples (x)		1.3x - 11.2x		6.4	x

Total	$	1,076,350

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

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 28, 2023 were as follows (dollars in thousands):

	Fair Value		Valuation Technique	Unobservable Input	Range			Weighted Average*
First lien term loans	$	798,534	Market Comparables	Market Yield (%)		10.5% - 23.1%			12.8	%
				Revenue Multiples (x)		4.1	x		4.1	x
				EBITDA Multiples (x)		8.0	x		8.0	x
Second lien term loans		14,936	Market Comparables	Market Yield (%)		15.6% - 61.8%			45.8	%
Unsecured term loans		20,661	Market Comparables	Market Yield (%)		10.0% - 28.8%			12.6	%
			Market Comparables	Market Quote (%)		100.0	%		100.0	%
			Collateral Value Coverage	Net Asset Value		100.0	%		100.0	%
Structured finance securities		41,362	Discounted Cash Flow	Discount Rate (%)		12.0% - 22.0%			17.6	%
				Recovery Rate (%)		35.0% - 70.0%			70.0	%
				Prepayment Rate (%)		20.0	%		20.0	%
Equity interests		83,990	Enterprise Value Waterfall	EBITDA Multiples (x)		5.5x - 28.6x			11.0	x
				Revenue Multiples (x)		1.3x - 11.2x			6.4	x
Total	$	959,483

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

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

The composition of our investments as of May 31, 2023 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	$	929,717		85.0	%	$	917,590		84.7	%
Second lien term loans		21,318		1.9			15,185		1.4
Unsecured term loans		21,002		1.9			20,744		1.9
Structured finance securities		47,925		4.4			33,906		3.1
Equity interests		74,358		6.8			96,673		8.9
Total	$	1,094,320		100.0	%	$	1,084,098		100.0	%

The composition of our investments as of February 28, 2023 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	$	808,464		83.7	%	$	798,534		82.1	%
Second lien term loans		21,114		2.2			14,936		1.5
Unsecured term loans		21,001		2.2			20,661		2.1
Structured finance securities		49,711		5.1			41,362		4.3
Equity interests		66,199		6.8			97,097		10.0
Total	$	966,489		100.0	%	$	972,590		100.0	%

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 investments in Saratoga CLO and SLF 2022 at May 31, 2023. The inputs at May 31, 2023 for the valuation model include:

●

Default rate: 2.0%

●

Recovery rate: 35%-70%

●

Discount rate: 12.0%-22.0%

●

Prepayment rate: 20.0%

●

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 5% of our total assets as of May 31, 2023, excluding Saratoga CLO, SLF JV and SLF 2022 (see Note 4 and Note 5 for more information on Saratoga CLO, SLF JV and SLF 2022, respectively).

HemaTerra Holdings Company, LLC

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

Buildout, Inc.

Buildout, Inc. 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.

Granite Comfort, LP

Granite Comfort, LP is a U.S. based heating, ventilation and air conditioning (“HVAC”) company. The company provides traditional service and replacement of HVAC / plumbing systems, as well as a rental model that is in the early stages of implementation.

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 January 2030. Following this refinancing, the Saratoga CLO portfolio increased its aggregate principal amount from approximately $300.0 million to approximately $500.0 million of predominantly senior secured first lien term loans.

On February 11, 2020, the Company entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1 Warehouse 2 Ltd. was repaid in full.

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 ended 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 of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid in full.

On August 9, 2021, the Company exchanged its existing $17.9 million Class F-R-3 Note 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 100.0% owned and managed by the Company. We receive a base management fee of 0.10% per annum and a subordinated management fee of 0.40% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.

For the three months ended May 31, 2023 and May 31, 2022, we accrued management fee income of $0.8 million and $0.8 million, respectively, and interest income of $0.0 million and $0.6 million, respectively, from the subordinated notes of Saratoga CLO.

As of May 31, 2023, the aggregate principal amounts of the Company’s investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $111.0 million and $9.4 million, respectively, which had a corresponding fair value of $13.7 million and $8.8 million, respectively. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of May 31, 2023, Saratoga CLO had investments with a principal balance of $652.8 million and a weighted average spread over LIBOR of 3.8% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of 2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. As of May 31, 2023, the present value of the projected future cash flows of the subordinated notes was approximately $13.7 million, using a 22.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $57.8 which consists of additional investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021; to date the Company has since received distributions of $79.5 million, management fees of $32.7 million and incentive fees of $1.2 million.

As of February 28, 2023, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $21.2 million. As of February 28, 2023, the fair value of its investment in the Class F-R-3 Notes of Saratoga CLO was $8.8 million. As of February 28, 2023, Saratoga CLO had investments with a principal balance of $645.6 million and a weighted average spread over LIBOR of 3.8% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of 2.2%. As of February 28, 2023, the present value of the projected future cash flows of the subordinated notes, was approximately $21.2 million, using a 22.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $57.8 which consists of additional investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021; to date the Company has since received distributions of $77.7 million, management fees of $31.9 million and incentive fees of $1.2 million.

Below is certain financial information from the separate financial statements of Saratoga CLO as of May 31, 2023 (unaudited) and February 28, 2023 and for the three months ended May 31, 2023 (unaudited) and May 31, 2022 (unaudited).

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Assets and Liabilities

	May 31, 2023			February 28, 2023

ASSETS
Investments at fair value
Loans at fair value (amortized cost of $640,919,738 and $645,599,001, respectively)	$	590,856,540		$	605,954,468
Equities at fair value (amortized cost of $440,405 and $0, respectively)		521,832			-
Total investments at fair value (amortized cost of $641,360,143 and $645,599,001, respectively)		591,378,372			605,954,468
Cash and cash equivalents		13,354,715			23,776,950
Receivable from open trades		998,500			1,827,460
Interest receivable (net of reserve of $309,816 and $234,690, respectively)		3,253,262			3,026,720
Due from affiliate (See Note 7)		159,774			119,150
Prepaid expenses and other assets		107,508			152,760
Total assets	$	609,252,131		$	634,857,508

LIABILITIES
Interest payable	$	5,199,562		$	4,662,695
Payable from open trades		7,853,385			23,184,337
Accrued base management fee		72,405			72,762
Accrued subordinated management fee		289,621			291,047
Accounts payable and accrued expenses		102,888			82,565
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes:
Class A-1-R-3 Senior Secured Floating Rate Notes		357,500,000			357,500,000
Class A-2-R-3 Senior Secured Floating Rate Notes		65,000,000			65,000,000
Class B-FL-R-3 Senior Secured Floating Rate Notes		60,500,000			60,500,000
Class B-FXD-R-3 Senior Secured Fixed Rate Notes		11,000,000			11,000,000
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes		26,000,000			26,000,000
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes		6,500,000			6,500,000
Class D-R-3 Deferrable Mezzanine Floating Rate Notes		39,000,000			39,000,000
Discount on Class D-R-3 Notes		(238,167	)		(244,234	)
Class E-R-3 Deferrable Mezzanine Floating Rate Notes		27,625,000			27,625,000
Discount on Class E-R-3 Notes		(2,474,293	)		(2,537,315	)
Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes		8,500,000			8,500,000
Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes		9,375,000			9,375,000
Deferred debt financing costs		(1,849,613	)		(1,897,076	)
Subordinated Notes		111,000,000			111,000,000
Discount on Subordinated Notes		(39,133,594	)		(40,130,353	)
Total liabilities		691,822,194			705,484,428
NET ASSETS
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively		250			250
Total distributable earnings (loss)		(82,570,313	)		(70,627,170	)
Total net deficit		(82,570,063	)		(70,626,920	)
Total liabilities and net assets	$	609,252,131		$	634,857,508

See accompanying notes to financial statements.

Saratoga Investment Corp. CLO 2013-1, Ltd.

Statements of Operations

(unaudited)

	For the three months ended
	May 31, 2023			May 31, 2022
INVESTMENT INCOME
Total interest from investments	$	14,977,479		$	8,145,447
Interest from cash and cash equivalents		185,044			-
Other income		254,074			103,496
Total investment income		15,416,597			8,248,943
EXPENSES
Interest and debt financing expenses		13,924,131			7,532,364
Base management fee		163,358			163,193
Subordinated management fee		653,430			652,771
Professional fees		39,526			81,164
Trustee expenses		62,494			68,086
Other expense		70,996			38,089
Total expenses		14,913,935			8,535,667
NET INVESTMENT INCOME (LOSS)		502,662			(286,724	)

REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss from investments		(2,108,567	)		77,657
Net change in unrealized depreciation on investments		(10,337,238	)		(24,681,988	)
Net realized and unrealized gain (loss) on investments		(12,445,805	)		(24,604,331	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,943,143	)	$	(24,891,055	)

See accompanying notes to financial statements

Saratoga Investment Corp. CLO 2013-1, Ltd.

Schedule of Investments

May 31, 2023

(unaudited)

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares			Cost		Fair Value
Isagenix International, LLC	Beverage, Food & Tobacco		Common Stock										86,398	$	-	$	-
URS TOPCO LLC	Transportation: Cargo		Common Stock										25,330		440,405		521,832
19TH HOLDINGS GOLF, LLC	Consumer goods: Durable	Term Loan	Loan	1M USD SOFR+	3.25	%	0.50	%	8.39	%	2/7/2029	$	2,492,481		2,391,979		2,353,849
888 Acquisitions Limited	Hotel, Gaming & Leisure	Term Loan B	Loan	6M USD SOFR+	5.25	%	0.00	%	10.21	%	7/8/2028		2,489,130		2,150,159		2,252,663
ADMI Corp.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	3.00	%	0.00	%	8.15	%	4/30/2025		1,905,276		1,902,725		1,810,812
Adtalem Global Education Inc.	Services: Business	Term Loan B (02/21)	Loan	1M USD LIBOR+	4.00	%	0.75	%	9.15	%	8/11/2028		691,846		686,717		690,463
Aegis Sciences Corporation	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%	1.00	%	10.84	%	5/9/2025		2,339,293		2,333,100		2,250,587
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan B (03/23)	Loan	1M USD SOFR+	3.00	%	0.00	%	7.99	%	5/1/2030		1,678,901		1,666,335		1,656,874
AHEAD DB Holdings, LLC	Services: Business	Term Loan (04/21)	Loan	3M USD SOFR+	3.75	%	0.75	%	8.91	%	10/18/2027		2,947,500		2,868,078		2,779,876
Air Canada	Transportation: Consumer	Term Loan B (07/21)	Loan	3M USD LIBOR+	3.50	%	0.75	%	8.84	%	8/11/2028		1,985,000		1,852,744		1,977,139
AIS HoldCo, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%	0.00	%	10.27	%	8/15/2025		4,760,410		4,681,500		4,718,756
AIT Worldwide Logistics Holdings, Inc.	Transportation: Cargo	Term Loan (04/21)	Loan	1M USD LIBOR+	4.75	%	0.75	%	9.85	%	4/6/2028		2,493,671		2,334,109		2,373,351
Alchemy US Holdco 1, LLC	Metals & Mining	Term Loan	Loan	1M USD LIBOR+	5.50	%	0.00	%	5.60	%	10/10/2025		1,654,803		1,645,239		1,562,962
AlixPartners, LLP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD LIBOR+	2.50	%	0.50	%	7.65	%	2/4/2028		245,000		244,668		242,447
Alkermes, Inc.	Healthcare & Pharmaceuticals	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.50	%	0.50	%	7.62	%	3/12/2026		2,120,808		2,108,871		2,057,184
Allen Media, LLC	Media: Diversified & Production	Term Loan (7/21)	Loan	3M USD SOFR+	5.50	%	0.00	%	10.55	%	2/10/2027		4,382,963		4,359,520		3,791,263
Alliant Holdings Intermediate, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B4	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.63	%	11/5/2027		985,000		984,506		958,819
Allied Universal Holdco LLC	Services: Business	Term Loan 4/21	Loan	1M USD SOFR+	3.75	%	0.50	%	9.00	%	5/12/2028		1,970,000		1,962,711		1,848,353
Altisource Solutions S.a r.l.	Banking, Finance, Insurance & Real Estate	Term Loan B (03/18)	Loan	3M USD SOFR+	5.00	%	1.00	%	9.99	%	4/30/2025		1,126,283		1,125,179		893,514
Altium Packaging LLC	Containers, Packaging & Glass	Term Loan (01/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	1/29/2028		490,000		488,349		474,609
American Axle & Manufacturing Inc.	Automotive	Term Loan (12/22)	Loan	6M USD SOFR+	3.50	%	0.50	%	8.44	%	12/13/2029		497,500		483,398		488,794
American Greetings Corporation	Media: Advertising, Printing & Publishing	Term Loan (01/23)	Loan	1M USD SOFR+	6.00	%	1.00	%	11.15	%	4/5/2028		3,005,329		3,003,897		2,967,763
American Trailer World Corp	Automotive	Term Loan	Loan	1M USD SOFR+	3.75	%	0.75	%	9.00	%	3/3/2028		1,357,439		1,355,133		1,170,112
AmWINS Group, LLC	Banking, Finance, Insurance & Real Estate	Term Loan 2/21	Loan	1M USD LIBOR+	2.25	%	0.75	%	7.40	%	2/17/2028		1,955,020		1,936,956		1,913,887
Anastasia Parent LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	3.75	%	0.00	%	8.91	%	8/11/2025		955,000		953,443		731,530
Anchor Glass Container Corporation	Containers, Packaging & Glass	Term Loan (07/17)	Loan	3M USD LIBOR+	2.75	%	1.00	%	7.96	%	12/7/2023		468,894		468,743		353,175
Anchor Packaging, LLC	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	3.50	%	0.00	%	8.65	%	7/18/2026		1,974,684		1,949,219		1,917,911
ANI Pharmaceuticals, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	6.00	%	0.75	%	11.15	%	11/19/2027		2,962,500		2,917,994		2,927,335
AP Core Holdings II LLC	High Tech Industries	Term Loan B1	Loan	1M USD LIBOR+	5.50	%	0.75	%	10.65	%	9/1/2027		1,850,000		1,829,440		1,763,291
AP Core Holdings II LLC	High Tech Industries	Term Loan B2	Loan	1M USD LIBOR+	5.50	%	0.75	%	10.65	%	9/1/2027		500,000		494,452		476,250
APEX GROUP TREASURY LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	3M USD SOFR+	5.00	%	0.50	%	9.99	%	7/26/2028		498,750		468,510		488,775
APi Group DE, Inc. (J2 Acquisition)	Services: Business	Term Loan B	Loan	1M USD SOFR+	2.50	%	0.00	%	7.75	%	10/1/2026		1,757,184		1,752,298		1,752,791

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost		Fair Value
APLP Holdings Limited Partnership	Energy: Electricity	Term Loan B (3/21)	Loan	3M USD LIBOR+	3.75	%	1.00	%	8.91	%	5/14/2027	372,973	370,439		369,866
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	2.75	%	0.00	%	8.02	%	5/15/2026	2,931,472	2,908,077		2,609,010
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1 (2/21)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.77	%	3/6/2028	980,000	972,917		852,600
AppLovin Corporation	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.35	%	0.00	%	8.50	%	8/15/2025	977,041	977,041		972,156
AppLovin Corporation	High Tech Industries	Term Loan (10/21)	Loan	1M USD SOFR+	3.10	%	0.50	%	8.25	%	10/21/2028	1,485,000	1,482,162		1,461,240
Aramark Corporation	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	1/15/2027	2,331,250	2,283,700		2,296,281
Aramark Corporation	Services: Consumer	Term Loan B (4/21)	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.65	%	4/1/2028	1,753,715	1,747,630		1,746,700
ARC FALCON I INC.	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.75	%	0.50	%	8.90	%	9/23/2028	988,774	985,636		886,604
Arches Buyer Inc.	Services: Consumer	Term Loan B	Loan	1M USD SOFR+	3.25	%	0.50	%	8.50	%	12/6/2027	1,481,061	1,473,587		1,371,832
ARCIS GOLF LLC	Services: Consumer	Term Loan B	Loan	1M USD LIBOR+	4.25	%	0.50	%	9.40	%	11/19/2028	400,000	396,000		397,000
ARCIS GOLF LLC (a)	Services: Consumer	Delayed Draw Term Loan	Loan	1M USD LIBOR+	4.25	%	0.50	%	0.00	%	11/23/2028	-	(1,000	)	(750	)
Aretec Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/18)	Loan	1M USD SOFR+	4.25	%	0.00	%	9.50	%	10/1/2025	1,911,213	1,908,875		1,901,657
Aretec Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	4.50	%	0.00	%	9.41	%	3/7/2030	750,000	735,000		735,233
ASP BLADE HOLDINGS, INC.	Capital Equipment	Term Loan	Loan	3M USD LIBOR+	4.00	%	0.50	%	9.16	%	10/7/2028	98,824	98,451		83,349
Asplundh Tree Expert, LLC	Services: Business	Term Loan 2/21	Loan	1M USD SOFR+	1.75	%	0.00	%	7.00	%	9/7/2027	975,000	972,028		967,415
AssuredPartners Capital, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (2/20)	Loan	1M USD SOFR+	3.50	%	0.00	%	8.77	%	2/12/2027	987,245	984,518		959,484
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Incremental Term Loan (7/21)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.77	%	2/12/2027	982,500	982,500		954,872
Assuredpartners Inc.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.50	%	0.50	%	8.65	%	2/12/2027	495,000	494,226		480,977
ASTRO ONE ACQUISITION CORPORATION	Consumer goods: Durable	Term Loan	Loan	3M USD LIBOR+	5.50	%	0.75	%	10.66	%	9/15/2028	2,962,500	2,939,647		1,860,095
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B8	Loan	1M USD LIBOR+	3.25	%	0.00	%	8.40	%	12/18/2026	2,957,295	2,950,225		2,729,346
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B10	Loan	1M USD SOFR+	4.00	%	0.00	%	9.25	%	8/19/2028	1,990,000	1,900,358		1,823,895
ATHENAHEALTH GROUP INC.	Healthcare & Pharmaceuticals	Term Loan B (2/22)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.60	%	2/15/2029	1,327,200	1,322,486		1,247,568
ATHENAHEALTH GROUP INC. (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (02/22)	Loan	1M USD SOFR+	3.50	%	0.50	%	3.50	%	2/15/2029	-	-		(9,783	)
Avison Young (Canada) Inc	Services: Business	Term Loan	Loan	1M USD LIBOR+	5.75	%	0.00	%	8.12	%	1/31/2026	3,362,103	3,338,427		2,373,645
Avison Young (Canada) Inc	Services: Business	Term Loan (08/22)	Loan	1M USD SOFR+	7.00	%	0.00	%	12.27	%	1/31/2026	746,250	709,938		559,688
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B3	Loan	1M USD LIBOR+	1.75	%	0.75	%	6.90	%	1/15/2025	1,000,000	940,796		995,110
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B5 (7/21)	Loan	1M USD LIBOR+	2.25	%	0.50	%	7.40	%	12/1/2027	488,750	485,497		484,170
Axalta Coating Systems Dutch Holding B B.V.	Chemicals, Plastics, & Rubber	Term Loan B-4 Dollar	Loan	3M USD SOFR+	3.00	%	0.50	%	7.90	%	12/20/2029	937,500	928,917		937,284
AZURITY PHARMACEUTICALS, INC.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	6.00	%	0.75	%	11.19	%	9/20/2027	468,750	457,410		447,656
B&G Foods, Inc.	Beverage, Food & Tobacco	Term Loan	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.65	%	10/10/2026	579,183	576,326		556,635
B.C. Unlimited Liability Co (Burger King)	Beverage, Food & Tobacco	Term Loan B4	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	11/19/2026	1,451,250	1,428,310		1,419,047
BAKELITE UK INTERMEDIATE LTD.	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.00	%	0.50	%	9.05	%	5/29/2029	992,500	988,402		933,774
Baldwin Risk Partners, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.61	%	10/14/2027	1,223,213	1,213,297		1,198,748

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Bausch Health Companies Inc.	Healthcare & Pharmaceuticals	Term Loan B (1/22)	Loan	1M USD SOFR+	5.25	%	0.50	%	10.42	%	2/1/2027	1,925,000	1,751,630	1,513,724
Belfor Holdings Inc.	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	4.00	%	0.00	%	9.15	%	4/6/2026	244,911	244,911	243,277
Belfor Holdings Inc.	Services: Consumer	Term Loan B-2 (3/22)	Loan	1M USD SOFR+	4.25	%	0.50	%	9.40	%	4/6/2026	1,992,367	1,967,661	1,984,895
Belron Finance US LLC	Automotive	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.43	%	0.50	%	7.80	%	4/13/2028	1,960,000	1,946,195	1,953,258
Belron Finance US LLC	Automotive	Term Loan (04/23)	Loan	3M USD SOFR+	2.75	%	0.50	%	7.83	%	4/17/2029	250,000	248,774	248,908
Bengal Debt Merger Sub LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD SOFR+	3.25	%	0.50	%	8.25	%	1/24/2029	1,985,000	1,984,133	1,809,665
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.25	%	0.00	%	7.40	%	4/23/2026	977,215	973,032	908,810
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (6/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	4/23/2026	1,461,413	1,454,733	1,362,767
Blue Tree Holdings, Inc.	Chemicals, Plastics, & Rubber	Term Loan (2/21)	Loan	3M USD LIBOR+	2.50	%	0.00	%	7.66	%	3/4/2028	980,000	978,421	954,275
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan (1/20)	Loan	1M USD SOFR+	2.00	%	0.00	%	7.25	%	5/24/2027	1,451,299	1,445,805	1,406,251
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan 12/22	Loan	1M USD SOFR+	3.50	%	0.50	%	8.75	%	12/12/2029	497,500	485,690	493,396
Boxer Parent Company, Inc.	High Tech Industries	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	10/2/2025	515,281	515,281	507,505
BrightSpring Health Services (Phoenix Guarantor)	Healthcare & Pharmaceuticals	Term Loan B-3	Loan	1M USD LIBOR+	3.50	%	0.00	%	8.65	%	3/5/2026	980,000	980,000	949,865
BroadStreet Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B3	Loan	1M USD LIBOR+	3.00	%	0.00	%	8.15	%	1/22/2027	2,941,205	2,937,710	2,854,822
Brookfield WEC Holdings Inc.	Energy: Electricity	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	8/1/2025	1,458,882	1,460,165	1,441,944
BROWN GROUP HOLDING, LLC	Aerospace & Defense	Term Loan B-2	Loan	1M USD SOFR+	3.75	%	0.00	%	8.90	%	7/1/2029	497,500	486,338	489,858
Buckeye Partners, L.P.	Utilities: Oil & Gas	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%	0.00	%	7.28	%	11/1/2026	1,945,213	1,936,694	1,917,143
BW Gas & Convenience Holdings LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.65	%	3/31/2028	2,456,250	2,438,591	2,351,859
Callaway Golf Company	Retail	Term Loan B	Loan	1M USD SOFR+	3.50	%	0.00	%	8.75	%	3/9/2030	500,000	495,047	492,145
Camping World, Inc.	Retail	Term Loan B (5/21)	Loan	1M USD LIBOR+	2.50	%	0.75	%	7.61	%	6/5/2028	2,481,013	2,271,238	2,300,023
CareerBuilder, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	6.75	%	1.00	%	11.91	%	7/31/2023	5,265,749	5,248,888	3,429,319
Castle US Holding Corporation	Media: Advertising, Printing & Publishing	Term Loan B (USD)	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	1/27/2027	1,959,198	1,951,012	1,368,715
CASTLELAKE AVIATION LLC	Aerospace & Defense	Term Loan B	Loan	3M USD SOFR+	2.75	%	0.50	%	7.78	%	10/21/2027	997,500	990,336	975,475
CBI BUYER, INC.	Consumer goods: Durable	Term Loan	Loan	1M USD LIBOR+	3.25	%	0.50	%	8.36	%	1/6/2028	2,962,349	2,813,816	1,821,845
CCC Intelligent Solutions Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	2.25	%	0.50	%	7.40	%	9/16/2028	246,875	246,457	242,466
CCI Buyer, Inc	Telecommunications	Term Loan	Loan	3M USD SOFR+	4.00	%	0.75	%	8.90	%	12/17/2027	245,000	243,335	232,598
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	3.75	%	0.75	%	8.91	%	3/5/2028	980,000	976,504	935,900
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD SOFR+	4.25	%	0.50	%	9.21	%	3/5/2028	997,500	950,926	952,613
CCS-CMGC Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%	0.00	%	10.98	%	9/25/2025	2,393,750	2,385,103	1,605,321
CDK GLOBAL, INC.	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	4.25	%	0.50	%	9.15	%	7/6/2029	997,500	970,032	981,390
Cengage Learning, Inc.	Media: Advertising, Printing & Publishing	Term Loan B (6/21)	Loan	6M USD LIBOR+	4.75	%	1.00	%	9.88	%	7/14/2026	2,955,000	2,936,136	2,783,994
CENTURI GROUP, INC.	Construction & Building	Term Loan B	Loan	3M USD LIBOR+	2.25	%	0.50	%	7.73	%	8/27/2028	875,830	869,235	867,229
CenturyLink, Inc.	Telecommunications	Term Loan B (1/20)	Loan	1M USD SOFR+	2.25	%	0.00	%	7.52	%	3/15/2027	3,875,160	3,871,908	2,660,414
Charlotte Buyer, Inc.	Services: Business	Term Loan B	Loan	1M USD SOFR+	5.25	%	0.00	%	10.30	%	2/11/2028	1,496,250	1,403,536	1,427,991
Chemours Company, (The)	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	1.75	%	0.00	%	7.00	%	4/3/2025	902,374	880,889	883,875
Churchill Downs Incorporated	Hotel, Gaming & Leisure	Term Loan B1 (3/21)	Loan	1M USD SOFR+	2.00	%	0.00	%	7.25	%	3/17/2028	490,000	489,227	482,650

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
CIMPRESS PUBLIC LIMITED COMPANY	Media: Advertising, Printing & Publishing	USD Term Loan	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.65	%	5/17/2028	1,974,924	1,890,618	1,885,223
CITADEL SECURITIES LP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD SOFR+	2.50	%	0.00	%	7.77	%	2/2/2028	4,900,000	4,898,551	4,829,587
Clarios Global LP	Automotive	Incremental Term Loan (04/23)	Loan	1M USD SOFR+	3.75	%	0.00	%	8.90	%	5/5/2030	1,200,000	1,194,004	1,187,004
Claros Mortgage Trust, Inc	Banking, Finance, Insurance & Real Estate	Term Loan B-1 (11/21)	Loan	1M USD SOFR+	4.50	%	0.50	%	9.67	%	8/9/2026	3,431,275	3,414,261	3,002,366
CLYDESDALE ACQUISITION HOLDINGS, INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD SOFR+	4.18	%	0.50	%	9.43	%	4/13/2029	1,488,750	1,456,321	1,412,824
Cole Haan	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	5.50	%	0.00	%	10.66	%	2/7/2025	862,500	859,791	831,234
Columbus McKinnon Corporation	Capital Equipment	Term Loan (4/21)	Loan	1M USD SOFR+	2.75	%	0.50	%	7.92	%	5/14/2028	439,667	438,942	438,018
Conduent, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.25	%	0.50	%	9.40	%	10/16/2028	2,783,470	2,714,717	2,660,997
Connect Finco SARL	Telecommunications	Term Loan (1/21)	Loan	1M USD LIBOR+	3.50	%	1.00	%	8.66	%	12/11/2026	2,910,000	2,815,214	2,886,371
Consolidated Communications, Inc.	Telecommunications	Term Loan B	Loan	1M USD SOFR+	3.50	%	0.75	%	8.77	%	10/2/2027	2,714,005	2,528,047	2,327,259
CORAL-US CO-BORROWER LLC	Telecommunications	Term Loan B-5	Loan	1M USD LIBOR+	2.25	%	0.00	%	7.36	%	1/31/2028	4,000,000	3,989,586	3,824,280
Corelogic, Inc.	Services: Business	Term Loan (4/21)	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.69	%	6/2/2028	2,462,500	2,453,657	2,196,402
Cortes NP Acquisition Corp (Vertiv)	Capital Equipment	Term Loan 2/21	Loan	1M USD LIBOR+	2.75	%	0.00	%	7.81	%	3/2/2027	1,955,000	1,955,000	1,922,410
Creative Artists Agency, LLC	Media: Diversified & Production	Term Loan B (02/23)	Loan	1M USD SOFR+	3.50	%	0.00	%	8.65	%	11/27/2028	1,600,000	1,588,739	1,576,000
CROCS INC	Consumer goods: Durable	Term Loan	Loan	1M USD SOFR+	3.50	%	0.50	%	8.75	%	2/20/2029	1,920,000	1,852,365	1,915,469
Cross Financial Corp	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	4.00	%	0.75	%	9.19	%	9/15/2027	491,250	491,009	486,338
Crown Subsea Communications Holding, Inc.	Construction & Building	Term Loan (4/21)	Loan	1M USD SOFR+	5.00	%	0.75	%	10.11	%	4/27/2027	3,404,110	3,380,055	3,375,379
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B-5	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.61	%	4/15/2027	483,750	483,750	406,611
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan 12/22	Loan	1M USD SOFR+	4.50	%	0.00	%	9.56	%	4/15/2027	2,394,032	2,384,472	2,110,339
CTC Holdings, LP	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	6M USD SOFR+	5.00	%	0.50	%	10.34	%	2/15/2029	2,227,500	2,178,143	2,149,538
CTS Midco, LLC	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	6.00	%	1.00	%	11.31	%	11/2/2027	1,950,227	1,910,738	1,711,325
CAPSTONE BORROWER INC	Services: Business	Cvent 5/23 TLB	Loan	1M USD SOFR+	3.75	%	0.00	%	8.32	%	6/17/2030	1,000,000	985,000	967,500
Daseke Inc	Transportation: Cargo	Term Loan 2/21	Loan	1M USD SOFR+	4.00	%	0.75	%	9.27	%	3/5/2028	1,282,500	1,278,086	1,250,438
Dave & Buster’s Inc.	Hotel, Gaming & Leisure	Term Loan B (04/22)	Loan	1M USD SOFR+	5.00	%	0.50	%	10.31	%	6/29/2029	992,500	947,618	991,885
DCert Buyer, Inc.	High Tech Industries	Term Loan	Loan	3M USD SOFR+	4.00	%	0.00	%	9.26	%	10/16/2026	1,465,995	1,465,995	1,430,357
Delek US Holdings, Inc.	Utilities: Oil & Gas	Term Loan B (11/22)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.75	%	11/16/2029	5,386,500	5,275,790	5,250,168
Delta 2 Lux Sarl	Hotel, Gaming & Leisure	Term Loan B	Loan	1M USD SOFR+	3.00	%	0.50	%	8.15	%	1/15/2030	1,000,000	990,725	999,000
DexKo Global, Inc. (Dragon Merger)	Automotive	Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%	0.50	%	8.91	%	10/4/2028	990,000	986,887	934,204
DG Investment Intermediate Holdings 2, Inc.	Aerospace & Defense	Incremental Term Loan (3/22)	Loan	1M USD SOFR+	4.75	%	0.75	%	9.90	%	3/31/2028	497,500	479,088	486,620
Diamond Sports Group, LLC (b)	Media: Broadcasting & Subscription	1st Priority Term Loan	Loan	6M USD SOFR+	8.00	%	1.00	%	13.06	%	5/25/2026	342,343	334,579	257,329
Diamond Sports Group, LLC (b)	Media: Broadcasting & Subscription	Second Lien Term Loan	Loan	1M USD SOFR+	5.35	%	0.00	%	10.50	%	8/24/2026	3,374,880	3,041,095	133,578
DIRECTV FINANCING, LLC	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	5.00	%	0.75	%	10.15	%	8/2/2027	3,460,000	3,435,127	3,277,277
DISCOVERY PURCHASER CORPORATION	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.38	%	0.50	%	9.28	%	10/4/2029	1,496,250	1,385,148	1,408,585
Dispatch Acquisition Holdings, LLC	Environmental Industries	Term Loan B (3/21)	Loan	3M USD SOFR+	4.25	%	0.75	%	9.30	%	3/25/2028	491,250	487,797	432,300
DOMTAR CORPORATION	Forest Products & Paper	Term Loan 9/21	Loan	1M USD LIBOR+	5.50	%	0.75	%	10.61	%	11/30/2028	1,293,594	1,257,755	1,261,254
DOTDASH MEREDITH, INC.	Media: Advertising, Printing & Publishing	Term Loan B	Loan	1M USD SOFR+	4.00	%	0.50	%	9.12	%	11/30/2028	1,989,899	1,804,951	1,830,707

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
DRI HOLDING INC.	Media: Advertising, Printing & Publishing	Term Loan (12/21)	Loan	1M USD LIBOR+	5.25	%	0.50	%	10.40	%	12/15/2028	3,962,481	3,825,639	3,529,105
DRW Holdings, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	3/1/2028	6,370,000	6,335,329	6,188,837
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan	Loan	1M USD LIBOR+	2.75	%	0.00	%	7.90	%	8/21/2025	1,612,878	1,610,315	1,563,153
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan (01/23)	Loan	1M USD SOFR+	3.25	%	0.00	%	8.50	%	1/31/2030	2,034,413	2,031,072	1,897,090
EAB Global, Inc.	Services: Business	Term Loan (08/21)	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.65	%	8/16/2028	987,500	983,879	956,996
Echo Global Logistics, Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.65	%	11/23/2028	1,980,000	1,976,735	1,874,822
Edelman Financial Group Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.75	%	0.75	%	8.90	%	4/7/2028	2,182,992	2,177,326	2,091,459
Electrical Components Inter., Inc.	Capital Equipment	Term Loan (6/18)	Loan	3M USD SOFR+	4.25	%	0.00	%	9.61	%	6/26/2025	1,883,409	1,883,409	1,744,036
ELECTRON BIDCO INC.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	3.00	%	0.50	%	8.27	%	11/1/2028	495,000	493,182	483,709
ELO Touch Solutions, Inc.	Media: Diversified & Production	Term Loan (12/18)	Loan	1M USD LIBOR+	6.50	%	0.00	%	11.65	%	12/14/2025	2,175,269	2,125,913	2,052,910
Embecta Corp	Healthcare & Pharmaceuticals	Term Loan B	Loan	6M USD SOFR+	3.00	%	0.50	%	7.79	%	3/30/2029	613,370	610,139	600,845
Emerson Climate Technologies Inc	Services: Business	Term Loan B (04/23)	Loan	1M USD SOFR+	3.00	%	0.00	%	8.03	%	5/4/2030	626,147	619,885	618,514
Endo Luxembourg Finance Company I S.a.r.l.	Healthcare & Pharmaceuticals	Term Loan (3/21)	Loan	Prime	6.00	%	0.75	%	14.25	%	3/27/2028	2,335,285	2,329,571	1,764,612
Endure Digital, Inc.	High Tech Industries	Term Loan B	Loan	6M USD LIBOR+	3.50	%	0.75	%	8.79	%	2/10/2028	2,456,250	2,448,041	2,234,426
Entain Holdings (Gibraltar) Limited	Hotel, Gaming & Leisure	Term Loan B (10/22)	Loan	6M USD SOFR+	3.50	%	0.50	%	8.44	%	10/30/2029	997,500	985,601	995,425
Envision Healthcare Corporation	Healthcare & Pharmaceuticals	Term Loan B (06/18)	Loan	3M USD LIBOR+	3.75	%	0.00	%	8.91	%	10/10/2025	4,766,742	4,765,301	29,792
EOS U.S. FINCO LLC	Transportation: Cargo	Term Loan	Loan	3M USD SOFR+	6.00	%	0.50	%	10.91	%	10/6/2029	993,750	919,833	984,637
Equiniti Group PLC	Services: Business	Term Loan B	Loan	6M USD SOFR+	4.50	%	0.50	%	9.54	%	12/11/2028	987,500	979,612	985,031
EyeCare Partners, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	2/18/2027	1,943,111	1,943,111	1,505,911
Finco I LLC	Banking, Finance, Insurance & Real Estate	Term Loan B (9/20)	Loan	6M USD LIBOR+	2.50	%	0.00	%	8.08	%	6/27/2025	2,830,950	2,827,872	2,824,580
First Brands Group, LLC	Automotive	1st Lien Term Loan (3/21)	Loan	6M USD SOFR+	5.00	%	1.00	%	10.25	%	3/30/2027	4,900,000	4,845,043	4,708,900
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Refinancing Term Loan	Loan	3M USD LIBOR+	2.50	%	0.00	%	7.66	%	2/1/2027	5,132,522	5,121,640	4,877,487
First Student Bidco Inc.	Transportation: Consumer	Term Loan B	Loan	3M USD LIBOR+	3.00	%	0.50	%	8.14	%	7/21/2028	721,243	717,314	669,054
First Student Bidco Inc.	Transportation: Consumer	Term Loan C	Loan	3M USD LIBOR+	3.00	%	0.50	%	8.14	%	7/21/2028	269,608	268,131	250,099
Fitness International, LLC (LA Fitness)	Services: Consumer	Term Loan B (4/18)	Loan	3M USD SOFR+	3.25	%	1.00	%	8.45	%	4/18/2025	1,330,058	1,327,288	1,268,729
Flutter Financing B.V.	Hotel, Gaming & Leisure	Term Loan	Loan	3M USD LIBOR+	2.25	%	0.00	%	7.41	%	7/21/2026	1,970,000	1,967,537	1,960,367
Flutter Financing B.V.	Hotel, Gaming & Leisure	Third Amendment 2028-B Term Loan	Loan	3M USD SOFR+	3.25	%	0.50	%	8.41	%	7/21/2028	746,250	731,094	745,317
FOCUS FINANCIAL PARTNERS, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	3.25	%	0.50	%	8.40	%	6/30/2028	1,483,571	1,467,480	1,446,481
Franchise Group, Inc.	Services: Consumer	First Out Term Loan	Loan	3M USD SOFR+	4.75	%	0.75	%	9.97	%	3/10/2026	799,104	794,431	749,160
Franchise Group, Inc.	Services: Consumer	Term Loan B	Loan	3M USD SOFR+	4.75	%	0.75	%	10.09	%	3/10/2026	3,000,000	2,863,177	2,801,250
Franklin Square Holdings, L.P.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	2.25	%	0.00	%	7.50	%	8/1/2025	4,297,478	4,285,561	4,254,503
Froneri International (R&R Ice Cream)	Beverage, Food & Tobacco	Term Loan B-2	Loan	3M USD LIBOR+	2.25	%	0.00	%	7.41	%	1/29/2027	1,945,000	1,943,129	1,897,989
Garrett LX III S.a r.l.	Automotive	Dollar Term Loan	Loan	3M USD SOFR+	3.25	%	0.50	%	8.66	%	4/30/2028	1,477,500	1,472,325	1,381,463
Gates Global LLC	Automotive	Term Loan (11/22)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.65	%	11/15/2029	248,750	241,726	247,539
Gemini HDPE LLC	Chemicals, Plastics, & Rubber	Term Loan B (12/20)	Loan	1M USD SOFR+	3.00	%	0.50	%	8.15	%	12/31/2027	2,263,630	2,251,094	2,251,904

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Genesee & Wyoming, Inc.	Transportation: Cargo	Term Loan (11/19)	Loan	3M USD SOFR+	2.00	%	0.00	%	7.00	%	12/30/2026	1,455,000	1,451,280	1,447,725
GGP Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	2.50	%	0.00	%	7.75	%	8/27/2025	3,062,839	2,759,432	2,893,097
Global Tel*Link Corporation	Telecommunications	Term Loan B	Loan	1M USD SOFR+	4.25	%	0.00	%	9.50	%	11/29/2025	4,884,879	4,752,840	4,330,738
Go Daddy Operating Company, LLC	High Tech Industries	Term Loan 2/21	Loan	1M USD LIBOR+	2.00	%	0.00	%	7.15	%	8/10/2027	954,774	954,774	950,601
GOLDEN WEST PACKAGING GROUP LLC	Forest Products & Paper	Term Loan (11/21)	Loan	1M USD LIBOR+	5.25	%	0.75	%	10.40	%	12/1/2027	1,915,517	1,900,897	1,838,897
Graham Packaging Co Inc	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD SOFR+	3.00	%	0.75	%	8.27	%	8/7/2027	948,542	944,160	923,510
Great Outdoors Group, LLC	Retail	Term Loan B2	Loan	1M USD LIBOR+	3.75	%	0.75	%	8.90	%	3/6/2028	977,613	974,174	947,795
Greenhill & Co., Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	3M USD LIBOR+	3.25	%	0.00	%	8.73	%	4/12/2024	2,825,440	2,819,803	2,816,031
Griffon Corporation	Consumer goods: Durable	Term Loan B	Loan	3M USD SOFR+	2.25	%	0.50	%	7.30	%	1/24/2029	153,750	153,502	152,437
Grosvenor Capital Management Holdings, LLLP	Banking, Finance, Insurance & Real Estate	Amendment 5 Term Loan	Loan	1M USD LIBOR+	2.50	%	0.50	%	7.65	%	2/24/2028	2,829,586	2,827,907	2,809,779
Groupe Solmax Inc.	Environmental Industries	Term Loan (6/21)	Loan	3M USD LIBOR+	4.75	%	0.75	%	9.91	%	5/27/2028	1,989,873	1,633,954	1,782,190
GYP HOLDINGS III CORP.	Construction & Building	2023 Refinancing Term Loans	Loan	1M USD SOFR+	3.00	%	0.00	%	8.15	%	4/25/2030	250,000	248,751	249,063
Harbor Freight Tools USA, Inc.	Retail	Term Loan B (06/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	10/19/2027	3,429,648	3,413,091	3,287,901
Helix Gen Funding, LLc	Energy: Electricity	Term Loan B (02/17)	Loan	1M USD LIBOR+	3.75	%	1.00	%	8.90	%	6/3/2024	208,209	208,209	205,440
Hillman Group Inc. (The) (New)	Consumer goods: Durable	Term Loan B-1 (2/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	7/14/2028	3,470,359	3,465,657	3,414,833
Hillman Group Inc. (The) (New) (a)	Consumer goods: Durable	Delayed Draw Term Loan (2/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	7/14/2028	66,498	66,498	53,012
HLF Financing SARL (Herbalife)	Consumer goods: Non-durable	Term Loan B (08/18)	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.65	%	8/18/2025	3,500,000	3,494,979	3,349,990
Holley Purchaser, Inc	Automotive	Term Loan (11/21)	Loan	3M USD LIBOR+	3.75	%	0.75	%	8.91	%	11/17/2028	2,311,709	2,304,423	1,995,768
Howden Group Holdings	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	3.25	%	0.75	%	8.44	%	11/12/2027	2,146,700	2,139,286	2,099,215
Hudson River Trading LLC	Banking, Finance, Insurance & Real Estate	Term Loan (3/21)	Loan	1M USD SOFR+	3.00	%	0.00	%	8.27	%	3/17/2028	5,880,000	5,838,530	5,541,900
Idera, Inc.	High Tech Industries	Term Loan (02/21)	Loan	1M USD SOFR+	3.75	%	0.75	%	8.88	%	3/2/2028	4,798,869	4,791,394	4,595,925
IMA Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/21)	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.53	%	11/1/2028	1,975,000	1,967,711	1,930,563
IMA Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan 5/23	Loan	1M USD SOFR+	4.25	%	0.50	%	9.40	%	11/1/2028	500,000	487,500	490,625
INDY US BIDCO, LLC	Services: Business	Term Loan (11/21)	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	3/6/2028	2,210,094	2,209,548	1,898,846
INEOS 226 Ltd.	Chemicals, Plastics, & Rubber	Term Loan 3/23	Loan	1M USD SOFR+	3.75	%	0.00	%	9.00	%	3/13/2030	500,000	495,038	496,875
Ineos US Finance LLC	Chemicals, Plastics, & Rubber	Term Loan C	Loan	1M USD SOFR+	3.50	%	0.00	%	8.75	%	2/9/2030	1,000,000	990,100	990,630
INEOS US PETROCHEM LLC	Chemicals, Plastics, & Rubber	Term Loan (1/21)	Loan	1M USD SOFR+	2.75	%	0.50	%	8.02	%	1/29/2026	1,974,924	1,928,587	1,954,346
Informatica Inc.	High Tech Industries	Term Loan B (10/21)	Loan	1M USD LIBOR+	2.75	%	0.00	%	7.94	%	10/27/2028	495,000	494,703	490,773
Ingram Micro Inc.	Wholesale	Term Loan	Loan	3M USD LIBOR+	3.50	%	0.50	%	8.66	%	6/30/2028	1,473,750	1,462,645	1,414,800
Inmar Acquisition Sub, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.00	%	1.00	%	9.15	%	5/1/2024	3,341,808	3,323,531	3,257,428
Innophos, Inc.	Chemicals, Plastics, & Rubber	Term Loan B	Loan	1M USD LIBOR+	3.25	%	0.00	%	8.40	%	2/4/2027	485,000	483,785	474,543
INSTANT BRANDS HOLDINGS INC.	Consumer goods: Durable	Term Loan 4/21	Loan	3M USD LIBOR+	5.00	%	0.75	%	10.48	%	4/7/2028	3,942,576	3,927,059	463,253
IRB Holding Corporation	Beverage, Food & Tobacco	Term Loan B (1/22)	Loan	1M USD SOFR+	3.00	%	0.75	%	8.25	%	12/15/2027	498,740	494,029	483,220
Isagenix International, LLC	Beverage, Food & Tobacco	Term Loan	Loan	6M USD SOFR+	4.50	%	0.00	%	9.59	%	4/13/2028	1,182,282	721,726	1,004,939
Jane Street Group	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD SOFR+	2.75	%	0.00	%	7.90	%	1/31/2028	3,910,000	3,907,823	3,850,138

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Journey Personal Care Corp.	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	4.25	%	0.75	%	9.41	%	3/1/2028	982,500	978,960	825,300
JP Intermediate B, LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	5.50	%	1.00	%	10.77	%	11/15/2025	3,816,695	3,799,232	1,822,472
Klockner-Pentaplast of America, Inc.	Containers, Packaging & Glass	Term Loan (1/21) (USD)	Loan	6M USD SOFR+	4.73	%	0.50	%	10.10	%	2/12/2026	1,470,000	1,466,436	1,337,700
Kodiak BP, LLC	Construction & Building	Term Loan	Loan	3M USD SOFR+	3.25	%	0.75	%	8.41	%	3/13/2028	489,971	488,917	471,597
Koppers Inc	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	4.00	%	0.50	%	9.16	%	4/9/2030	1,000,000	970,268	992,500
KREF Holdings X LLC	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.63	%	9/1/2027	490,047	482,060	458,194
Lakeland Tours, LLC	Hotel, Gaming & Leisure	Holdco Fixed Term Loan	Loan	Fixed	0.00	%	0.00	%	13.25	%	9/27/2027	1,056,778	459,661	686,906
Lealand Finance Company B.V.	Energy: Oil & Gas	Exit Term Loan	Loan	1M USD LIBOR+	1.00	%	0.00	%	6.15	%	6/30/2025	347,730	347,730	232,284
LHS BORROWER, LLC	Construction & Building	Term Loan (02/22)	Loan	1M USD SOFR+	4.75	%	0.50	%	10.00	%	2/16/2029	994,975	818,956	766,131
Lifetime Brands, Inc	Consumer goods: Non-durable	Term Loan B	Loan	1M USD SOFR+	3.50	%	1.00	%	8.77	%	2/28/2025	2,616,496	2,603,772	2,330,329
Liquid Tech Solutions Holdings, LLC	Services: Business	Term Loan	Loan	6M USD SOFR+	4.75	%	0.00	%	9.71	%	3/17/2028	982,500	979,970	957,938
LogMeIn, Inc.	High Tech Industries	Term Loan (8/20)	Loan	1M USD LIBOR+	4.75	%	0.00	%	9.90	%	8/31/2027	3,910,000	3,860,601	2,364,651
LOYALTY VENTURES INC. (b)	Services: Business	Term Loan B	Loan	Prime	5.50	%	0.50	%	13.75	%	11/3/2027	3,089,630	3,075,114	290,950
LPL Holdings, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1	Loan	1M USD SOFR+	1.75	%	0.00	%	6.84	%	11/11/2026	1,204,743	1,203,544	1,187,672
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	3.50	%	0.50	%	8.77	%	10/16/2028	247,500	246,627	239,147
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan (01/23)	Loan	1M USD SOFR+	4.25	%	0.50	%	9.50	%	10/14/2028	500,000	487,004	489,585
LSF11 TRINITY BIDCO INC	Aerospace & Defense	Term Loan	Loan	1M USD SOFR+	4.50	%	0.00	%	9.50	%	4/25/2030	1,000,000	985,000	982,500
LSF9 Atlantis Holdings, LLC (A Wireless)	Retail	Term Loan B	Loan	3M USD SOFR+	7.25	%	0.75	%	12.15	%	3/29/2029	2,812,500	2,730,109	2,759,063
MAGNITE, INC.	Services: Business	Term Loan	Loan	6M USD LIBOR+	5.00	%	0.75	%	10.24	%	4/28/2028	2,957,424	2,895,802	2,903,215
Marriott Ownership Resorts, Inc.	Hotel, Gaming & Leisure	Term Loan (11/19)	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	8/29/2025	1,317,074	1,317,074	1,300,202
Match Group, Inc, The	Services: Consumer	Term Loan (1/20)	Loan	3M USD LIBOR+	1.75	%	0.00	%	6.71	%	2/15/2027	250,000	249,705	246,563
Mayfield Agency Borrower Inc. (FeeCo)	Banking, Finance, Insurance & Real Estate	Term Loan B (02/23)	Loan	1M USD SOFR+	5.00	%	0.00	%	10.25	%	2/27/2028	3,450,000	3,351,865	3,286,125
McGraw-Hill Education, Inc.	Media: Advertising, Printing & Publishing	Term Loan (07/21)	Loan	1M USD LIBOR+	4.75	%	0.50	%	9.90	%	7/28/2028	1,970,000	1,953,850	1,845,240
MedAssets Software Inter Hldg, Inc.	High Tech Industries	Term Loan (11/21) (USD)	Loan	1M USD LIBOR+	4.00	%	0.50	%	9.15	%	12/18/2028	495,000	492,319	413,637
Mermaid Bidco Inc.	High Tech Industries	Term Loan B2	Loan	1M USD SOFR+	4.50	%	0.75	%	9.54	%	12/22/2027	1,981,272	1,959,063	1,911,927
Messer Industries, LLC	Chemicals, Plastics, & Rubber	Term Loan B	Loan	3M USD SOFR+	2.50	%	0.00	%	7.66	%	3/1/2026	2,970,367	2,961,160	2,959,852
Michaels Companies Inc	Retail	Term Loan B (Magic Mergeco)	Loan	3M USD LIBOR+	4.25	%	0.75	%	9.41	%	4/8/2028	2,461,187	2,446,742	2,158,166
Momentive Performance Materials Inc.	Chemicals, Plastics, & Rubber	Term Loan (03/23)	Loan	1M USD SOFR+	4.50	%	0.00	%	9.65	%	3/28/2028	500,000	480,430	489,690
Moneygram International, Inc.	Services: Business	MoneyGram Payment 5/23 TL	Loan	1M USD SOFR+	5.50	%	0.50	%	10.55	%	5/31/2030	2,000,000	1,660,000	1,660,000
MPH Acquisition Holdings LLC (Multiplan)	Services: Business	Term Loan B (08/21)	Loan	3M USD LIBOR+	4.25	%	0.50	%	9.73	%	9/1/2028	2,984,848	2,728,880	2,501,064
NAB Holdings, LLC (North American Bancard)	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	3M USD SOFR+	3.00	%	0.50	%	8.05	%	11/23/2028	2,962,500	2,957,096	2,901,650
Napa Management Services Corp	Healthcare & Pharmaceuticals	Term Loan B (02/22)	Loan	1M USD SOFR+	5.25	%	0.75	%	10.49	%	2/22/2029	2,992,443	2,417,282	2,179,995
Natgasoline LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.50	%	0.00	%	8.69	%	11/14/2025	3,364,175	3,348,633	3,305,301
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan 2/21	Loan	3M USD LIBOR+	3.75	%	0.75	%	8.48	%	3/2/2028	2,729,081	2,721,430	2,027,025
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan C 2/21	Loan	3M USD SOFR+	3.75	%	0.75	%	8.75	%	3/2/2028	87,464	87,163	64,964
NEW ERA CAP, LLC	Consumer goods: Durable	Term Loan (01/22)	Loan	1M USD LIBOR+	6.00	%	0.75	%	11.11	%	7/13/2027	3,581,045	3,580,533	3,473,614

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Nexstar Broadcasting, Inc. (Mission Broadcasting)	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.65	%	9/18/2026	657,625	653,083	649,760
Next Level Apparel, Inc.	Retail	Term Loan	Loan	3M USD LIBOR+	7.50	%	1.00	%	12.33	%	8/9/2024	2,909,971	2,834,608	2,517,125
NortonLifeLock Inc.	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	2.00	%	0.50	%	7.25	%	9/12/2029	1,333,648	1,328,212	1,310,723
Novae LLC	Automotive	Term Loan B	Loan	6M USD SOFR+	5.00	%	0.75	%	10.34	%	12/22/2028	1,980,000	1,967,827	1,679,693
Nuvei Technologies Corp.	High Tech Industries	US Term Loan	Loan	1M USD SOFR+	2.50	%	0.50	%	7.77	%	9/29/2025	2,210,625	2,208,388	2,202,335
Olaplex, Inc.	Consumer goods: Non-durable	Term Loan (2/22)	Loan	1M USD SOFR+	3.50	%	0.50	%	8.74	%	2/23/2029	2,486,222	2,384,953	2,221,016
Open Text Corporation	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.50	%	0.50	%	8.75	%	1/31/2030	1,496,250	1,452,211	1,492,509
Organon & Co.	Healthcare & Pharmaceuticals	Term Loan USD	Loan	3M USD LIBOR+	3.00	%	0.50	%	8.00	%	6/2/2028	2,118,750	2,111,232	2,107,097
Oxbow Carbon, LLC	Metals & Mining	Term Loan B (04/23)	Loan	1M USD SOFR+	4.00	%	0.50	%	9.16	%	5/2/2030	500,000	490,039	491,250
Pacific Gas & Electric	Utilities: Electric	Term Loan	Loan	1M USD LIBOR+	3.00	%	0.50	%	8.19	%	6/18/2025	1,461,187	1,457,828	1,445,962
PACTIV EVERGREEN GROUP HOLDINGS INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD SOFR+	3.25	%	0.50	%	8.52	%	9/20/2028	985,000	981,418	962,611
Padagis LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.75	%	0.50	%	9.97	%	7/6/2028	941,176	934,000	855,294
Panther Guarantor II, L.P. (Forcepoint)	High Tech Industries	Term Loan 1/21	Loan	1M USD LIBOR+	4.25	%	0.50	%	9.40	%	1/7/2028	491,250	488,829	466,894
PAR PETROLEUM LLC	Energy: Oil & Gas	Term Loan 2/23	Loan	3M USD SOFR+	4.25	%	0.50	%	9.61	%	2/27/2030	1,500,000	1,477,916	1,459,215
PATAGONIA HOLDCO LLC	Telecommunications	Term Loan B	Loan	3M USD SOFR+	5.75	%	0.50	%	10.79	%	8/1/2029	1,990,000	1,658,903	1,592,000
Pathway Partners Vet Management Company LLC	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	3/30/2027	485,268	478,405	407,324
PCI Gaming Authority	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%	0.00	%	7.65	%	5/29/2026	809,038	807,206	804,993
PEARLS (Netherlands) Bidco B.V.	Chemicals, Plastics, & Rubber	USD Term Loan (02/22)	Loan	3M USD SOFR+	3.75	%	0.50	%	8.80	%	2/28/2029	990,000	988,398	969,378
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC	Healthcare & Pharmaceuticals	Term Loan (12/22)	Loan	1M USD SOFR+	3.25	%	0.50	%	8.52	%	12/29/2028	1,289,605	1,284,558	1,234,255
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (12/21)	Loan	1M USD SOFR+	3.25	%	0.50	%	8.52	%	12/29/2028	166,606	166,606	158,185
Penn National Gaming, Inc	Hotel, Gaming & Leisure	Term Loan B	Loan	1M USD SOFR+	2.75	%	0.50	%	8.00	%	5/3/2029	992,500	988,325	982,823
Peraton Corp.	Aerospace & Defense	Term Loan B	Loan	1M USD SOFR+	3.75	%	0.75	%	9.00	%	2/1/2028	5,292,824	5,277,913	5,030,088
PHYSICIAN PARTNERS, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD SOFR+	4.00	%	0.50	%	9.05	%	12/23/2028	2,480,000	2,438,482	2,320,362
Pike Corporation	Construction & Building	Term Loan (8/22)	Loan	1M USD SOFR+	3.50	%	0.00	%	8.65	%	1/21/2028	497,500	486,614	494,236
Pitney Bowes Inc	Services: Business	Term Loan B	Loan	1M USD SOFR+	4.00	%	0.00	%	9.27	%	3/17/2028	3,929,899	3,905,884	3,615,507
Plastipak Holdings Inc.	Containers, Packaging & Glass	Term Loan B (11/21)	Loan	1M USD LIBOR+	2.50	%	0.50	%	7.69	%	12/1/2028	1,916,176	1,908,914	1,893,029
Playtika Holding Corp.	High Tech Industries	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.75	%	0.00	%	7.90	%	3/13/2028	4,410,000	4,403,277	4,319,330
PMHC II, INC.	Chemicals, Plastics, & Rubber	Term Loan (02/22)	Loan	3M USD SOFR+	4.25	%	0.50	%	9.30	%	4/21/2029	1,990,000	1,981,777	1,711,898
PointClickCare Technologies, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.00	%	0.75	%	8.19	%	12/29/2027	490,000	488,391	479,588
Polymer Process Holdings, Inc.	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	4.75	%	0.75	%	9.90	%	2/12/2028	5,390,000	5,348,460	4,851,000
Pre-Paid Legal Services, Inc.	Services: Consumer	Term Loan (12/21)	Loan	1M USD LIBOR+	3.75	%	0.50	%	8.90	%	12/15/2028	2,970,000	2,949,492	2,870,505
Presidio, Inc.	Services: Business	Term Loan B (1/20)	Loan	3M USD SOFR+	3.50	%	0.00	%	8.65	%	1/22/2027	486,250	485,838	480,780
Prime Security Services Borrower, LLC (ADT)	Services: Consumer	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%	0.75	%	7.84	%	9/23/2026	3,511,510	3,511,510	3,485,911
PRIORITY HOLDINGS, LLC	Services: Consumer	Term Loan	Loan	3M USD LIBOR+	5.75	%	1.00	%	11.23	%	4/27/2027	2,937,943	2,916,925	2,901,219

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
PriSo Acquisition Corporation	Construction & Building	Term Loan (01/21)	Loan	6M USD LIBOR+	3.25	%	0.75	%	8.52	%	12/28/2027	489,994	488,306	458,267
Project Leopard Holdings, Inc. (NEW)	High Tech Industries	Term Loan B (06/22)	Loan	1M USD SOFR+	5.25	%	0.50	%	10.50	%	7/20/2029	997,500	933,607	878,428
Prometric Inc. (Sarbacane Bidco)	Services: Consumer	Term Loan	Loan	3M USD SOFR+	3.00	%	1.00	%	8.53	%	1/29/2025	475,200	474,751	445,025
PUG LLC	Services: Consumer	Term Loan B (02/20)	Loan	1M USD LIBOR+	3.50	%	0.00	%	8.65	%	2/12/2027	478,888	477,642	407,654
Quartz AcquireCo, LLC	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.50	%	0.00	%	8.38	%	4/13/2030	1,000,000	990,000	986,250
QUEST BORROWER LIMITED	High Tech Industries	Term Loan (1/22)	Loan	3M USD SOFR+	4.25	%	0.50	%	9.45	%	2/1/2029	1,985,000	1,968,797	1,676,868
Rackspace Technology Global, Inc.	High Tech Industries	Term Loan (1/21)	Loan	1M USD SOFR+	2.75	%	0.75	%	7.91	%	2/15/2028	2,967,254	2,880,291	1,166,872
RAND PARENT LLC	Transportation: Cargo	Term Loan B	Loan	3M USD SOFR+	4.25	%	0.00	%	9.13	%	3/16/2030	2,500,000	2,411,828	2,145,825
RealPage, Inc.	High Tech Industries	Term Loan (04/21)	Loan	1M USD LIBOR+	3.00	%	0.50	%	8.15	%	4/24/2028	985,000	983,590	945,905
Rent-A-Center, Inc.	Retail	Term Loan B2 (9/21)	Loan	3M USD LIBOR+	3.25	%	0.50	%	8.56	%	2/17/2028	1,875,243	1,837,657	1,847,114
Research Now Group, Inc	Media: Advertising, Printing & Publishing	Term Loan	Loan	3M USD LIBOR+	5.50	%	1.00	%	10.80	%	12/20/2024	4,286,824	4,244,733	3,030,270
Resideo Funding Inc.	Services: Consumer	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%	0.50	%	7.36	%	2/11/2028	1,470,000	1,468,339	1,459,901
Resolute Investment Managers (American Beacon), Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	3M USD LIBOR+	4.25	%	1.00	%	9.41	%	4/30/2024	3,027,094	3,024,448	2,209,779
Restoration Hardware, Inc.	Retail	Term Loan (9/21)	Loan	1M USD LIBOR+	2.50	%	0.50	%	7.65	%	10/20/2028	3,453,672	3,448,420	3,076,842
Reynolds Consumer Products LLC	Containers, Packaging & Glass	Term Loan	Loan	1M USD SOFR+	1.75	%	0.00	%	7.00	%	1/29/2027	1,273,182	1,273,035	1,252,225
Reynolds Group Holdings Inc.	Containers, Packaging & Glass	Term Loan B2	Loan	1M USD SOFR+	3.25	%	0.00	%	8.52	%	2/5/2026	2,844,322	2,836,000	2,821,226
Rocket Software, Inc.	High Tech Industries	Term Loan (11/18)	Loan	1M USD LIBOR+	4.25	%	0.00	%	9.40	%	11/28/2025	2,867,848	2,863,705	2,816,055
Russell Investments US Inst’l Holdco, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	1M USD SOFR+	3.50	%	1.00	%	8.75	%	6/2/2025	5,503,217	5,480,688	5,206,043
RV Retailer LLC	Automotive	Term Loan	Loan	3M USD SOFR+	3.75	%	0.75	%	8.97	%	2/8/2028	2,950,162	2,907,882	2,636,708
Ryan Specialty Group LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.00	%	0.75	%	8.25	%	9/1/2027	1,474,842	1,464,122	1,468,854
S&S HOLDINGS LLC	Services: Business	Term Loan	Loan	3M USD SOFR+	5.00	%	0.50	%	10.09	%	3/10/2028	2,452,462	2,405,746	2,202,630
Sally Holdings LLC	Retail	Term Loan B	Loan	1M USD SOFR+	2.50	%	0.00	%	7.65	%	2/27/2030	500,000	496,335	499,375
Samsonite International S.A.	Consumer goods: Non-durable	Term Loan B2	Loan	1M USD LIBOR+	3.00	%	0.75	%	8.15	%	4/25/2025	925,056	913,402	923,566
Schweitzer-Mauduit International, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.75	%	0.75	%	8.94	%	4/20/2028	2,947,500	2,936,027	2,814,863
Scientific Games Holdings LP	Hotel, Gaming & Leisure	Term Loan B	Loan	3M USD SOFR+	3.50	%	0.50	%	8.42	%	4/4/2029	497,500	496,575	479,520
Sedgwick Claims Management Services, Inc.	Services: Business	Term Loan B 2/23	Loan	1M USD SOFR+	3.75	%	0.00	%	8.90	%	2/17/2028	1,000,000	990,500	970,940
SETANTA AIRCRAFT LEASING DAC	Aerospace & Defense	Term Loan	Loan	3M USD LIBOR+	2.00	%	0.00	%	7.16	%	11/2/2028	1,000,000	998,184	990,890
Sitel Worldwide Corporation	Services: Business	USD Term Loan (7/21)	Loan	1M USD LIBOR+	3.75	%	0.50	%	8.91	%	8/28/2028	1,970,000	1,962,979	1,881,961
SiteOne Landscape Supply, LLC	Services: Business	Term Loan (3/21)	Loan	3M USD SOFR+	2.00	%	0.50	%	7.16	%	3/18/2028	775,873	774,643	768,114
SMG US Midco 2, Inc.	Services: Business	Term Loan (01/20)	Loan	3M USD LIBOR+	2.50	%	0.00	%	7.77	%	1/23/2025	483,750	483,750	478,913
Smyrna Ready Mix Concrete, LLC	Construction & Building	Term Loan	Loan	1M USD SOFR+	4.25	%	0.50	%	9.50	%	4/2/2029	997,487	990,334	990,834
Solis IV B.V.	Consumer goods: Durable	Term Loan B-1	Loan	3M USD SOFR+	3.50	%	0.50	%	8.67	%	2/26/2029	1,989,975	1,729,773	1,821,822
Sotheby’s	Services: Business	Term Loan (7/21)	Loan	3M USD LIBOR+	4.50	%	0.50	%	9.76	%	1/15/2027	3,215,561	3,178,251	3,124,722
Sparta U.S. HoldCo LLC	Chemicals, Plastics, & Rubber	Term Loan (04/21)	Loan	1M USD SOFR+	3.25	%	0.75	%	8.38	%	8/2/2028	1,975,000	1,967,877	1,941,425
Specialty Pharma III Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	4.25	%	0.75	%	9.27	%	3/31/2028	1,970,000	1,956,027	1,841,950
Spectrum Brands, Inc.	Consumer goods: Durable	Term Loan (2/21)	Loan	1M USD LIBOR+	2.00	%	0.50	%	7.16	%	3/3/2028	490,000	489,296	488,878
Spin Holdco, Inc.	Services: Consumer	Term Loan 3/21	Loan	3M USD LIBOR+	4.00	%	0.75	%	8.99	%	3/4/2028	2,940,000	2,927,996	2,348,325

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Spirit Aerosystems Inc.	Aerospace & Defense	Term Loan (11/22)	Loan	3M USD SOFR+	4.50	%	0.50	%	9.55	%	1/14/2027	497,500	484,087	496,878
SRAM, LLC	Consumer goods: Durable	Term Loan (05/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	5/12/2028	2,690,909	2,687,985	2,639,620
SS&C Technologies, Inc.	Services: Business	Term Loan B3	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	4/16/2025	167,061	166,998	165,975
SS&C Technologies, Inc.	Services: Business	Term Loan B4	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	4/16/2025	148,146	148,093	147,184
SS&C Technologies, Inc.	Services: Business	Term Loan B-5	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	4/16/2025	456,902	456,620	454,047
STANDARD INDUSTRIES INC.	Construction & Building	Term Loan B	Loan	1M USD SOFR+	2.50	%	0.50	%	7.71	%	9/22/2028	627,750	623,026	622,741
Staples, Inc.	Wholesale	Term Loan (03/19)	Loan	3M USD LIBOR+	5.00	%	0.00	%	10.30	%	4/16/2026	4,330,081	4,241,982	3,680,569
Storable, Inc	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.50	%	0.50	%	8.65	%	4/17/2028	493,750	493,089	468,569
Summit Materials, LLC	Metals & Mining	Term Loan B (12/22)	Loan	6M USD SOFR+	3.00	%	0.00	%	8.49	%	12/13/2027	249,375	247,134	249,687
Superannuation & Investments US LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.75	%	0.50	%	8.90	%	12/1/2028	987,500	979,662	980,588
Sweetwater Borrower, LLC	Retail	Term Loan (8/21)	Loan	1M USD SOFR+	4.25	%	0.75	%	9.52	%	8/2/2028	2,000,000	1,909,130	1,880,000
Syncsort Incorporated	High Tech Industries	Term Loan B (10/21)	Loan	1M USD LIBOR+	4.00	%	0.75	%	9.26	%	4/24/2028	2,463,734	2,462,906	2,214,281
Ta TT Buyer LLC	Media: Broadcasting & Subscription	Term Loan 3/22	Loan	3M USD SOFR+	5.00	%	0.50	%	9.90	%	4/2/2029	995,000	986,321	990,025
Tenable Holdings, Inc.	Services: Business	Term Loan B (6/21)	Loan	1M USD LIBOR+	2.75	%	0.50	%	7.90	%	7/7/2028	987,500	985,732	972,688
Teneo Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	5.25	%	1.00	%	10.50	%	7/15/2025	4,371,891	4,324,578	4,336,391
Ten-X, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%	1.00	%	9.02	%	9/27/2024	1,895,000	1,894,422	1,806,181
The Dun & Bradstreet Corporation	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.25	%	0.00	%	8.41	%	2/6/2026	960,424	959,854	953,739
The Dun & Bradstreet Corporation	Services: Business	Term Loan B	Loan	1M USD SOFR+	3.25	%	0.00	%	8.39	%	1/18/2029	247,500	246,002	244,778
THE KNOT WORLDWIDE INC.	Services: Consumer	Term Loan (1/22)	Loan	1M USD SOFR+	4.50	%	0.00	%	9.75	%	12/19/2025	4,833,272	4,829,687	4,809,106
Thor Industries, Inc.	Automotive	USD Term Loan (3/21)	Loan	1M USD SOFR+	3.00	%	0.00	%	8.25	%	2/1/2026	1,517,243	1,499,416	1,512,812
Torrid LLC	Wholesale	Term Loan 5/21	Loan	1M USD SOFR+	5.50	%	0.75	%	10.77	%	6/14/2028	3,432,450	2,955,101	2,989,081
TORY BURCH LLC	Retail	Term Loan	Loan	1M USD LIBOR+	3.50	%	0.50	%	8.65	%	4/15/2028	2,325,838	2,171,836	2,168,844
Tosca Services, LLC	Containers, Packaging & Glass	Term Loan (2/21)	Loan	3M USD SOFR+	3.50	%	0.75	%	8.81	%	8/18/2027	488,750	484,129	340,698
Trans Union LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	2.25	%	0.50	%	7.52	%	12/1/2028	769,758	768,416	763,123
Transdigm, Inc.	Aerospace & Defense	Term Loan H	Loan	3M USD SOFR+	3.25	%	0.00	%	8.15	%	2/21/2027	1,988,386	1,985,682	1,978,445
TRITON WATER HOLDINGS, INC.	Beverage, Food & Tobacco	Term Loan (03/21)	Loan	3M USD LIBOR+	3.50	%	0.50	%	8.66	%	3/31/2028	1,473,752	1,468,609	1,394,376
Tronox Finance LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	2.25	%	0.00	%	7.40	%	3/10/2028	346,923	346,442	340,474
TruGreen Limited Partnership	Services: Consumer	Term Loan	Loan	1M USD SOFR+	4.00	%	0.75	%	9.25	%	10/29/2027	952,066	947,175	885,183
Uber Technologies, Inc.	Transportation: Consumer	Term Loan 2/23	Loan	3M USD SOFR+	2.75	%	0.00	%	7.66	%	2/27/2030	498,750	497,503	493,638
Ultra Clean Holdings, Inc.	High Tech Industries	Incremental Term Loan 3/21	Loan	1M USD LIBOR+	3.75	%	0.00	%	8.90	%	8/27/2025	782,230	780,229	781,252
Unimin Corporation	Metals & Mining	Term Loan (12/20)	Loan	3M USD LIBOR+	4.00	%	1.00	%	9.22	%	7/31/2026	496,815	477,782	482,884
United Natural Foods, Inc	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD SOFR+	3.25	%	0.00	%	8.52	%	10/22/2025	1,289,967	1,256,282	1,285,878
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/21)	Loan	1M USD LIBOR+	3.25	%	0.75	%	8.40	%	3/15/2026	2,440,439	2,436,083	2,352,314
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/22)	Loan	3M USD SOFR+	4.25	%	0.50	%	9.15	%	6/25/2029	248,125	241,480	240,061
Utz Quality Foods, LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD SOFR+	3.00	%	0.00	%	8.27	%	1/20/2028	1,823,802	1,822,695	1,814,427

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares	Cost	Fair Value
Vaco Holdings, LLC	Services: Business	Term Loan (01/22)	Loan	3M USD SOFR+	5.00	%	0.75	%	10.05	%	1/19/2029	2,336,296	2,271,898	2,122,127
Vericast Corp.	Media: Advertising, Printing & Publishing	Term Loan	Loan	1M USD SOFR+	7.75	%	1.00	%	13.02	%	6/15/2026	1,201,006	1,199,979	1,048,730
Verifone Systems, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (7/18)	Loan	3M USD LIBOR+	4.00	%	0.00	%	9.48	%	8/20/2025	1,364,459	1,361,447	1,188,103
Vertex Aerospace Services Corp	Aerospace & Defense	Term Loan (10/21)	Loan	1M USD LIBOR+	3.75	%	0.75	%	8.90	%	12/6/2028	990,000	986,356	980,724
VFH Parent LLC	Banking, Finance, Insurance & Real Estate	Term Loan (01/22)	Loan	1M USD SOFR+	3.00	%	0.50	%	8.20	%	1/12/2029	3,069,879	3,064,185	2,983,554
Viasat Inc	Telecommunications	Term Loan (2/22)	Loan	1M USD SOFR+	4.50	%	0.50	%	9.65	%	3/2/2029	2,989,975	2,924,674	2,869,628
Virtus Investment Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (9/21)	Loan	1M USD LIBOR+	2.25	%	0.00	%	7.36	%	9/28/2028	2,845,909	2,838,787	2,781,876
Vistra Energy Corp	Utilities: Electric	2018 Incremental Term Loan	Loan	1M USD LIBOR+	1.75	%	0.00	%	6.90	%	12/31/2025	894,474	894,376	886,737
Vizient, Inc	Healthcare & Pharmaceuticals	Term Loan 4/22	Loan	1M USD SOFR+	2.25	%	0.50	%	7.45	%	5/16/2029	496,250	491,914	494,568
VM Consolidated, Inc.	Construction & Building	Term Loan B (3/21)	Loan	1M USD SOFR+	3.25	%	0.00	%	8.52	%	3/24/2028	2,120,393	2,118,781	2,115,092
Vouvray US Finance LLC	High Tech Industries	Term Loan	Loan	1M USD SOFR+	6.00	%	1.00	%	11.15	%	9/30/2025	470,000	470,000	454,335
Walker & Dunlop, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (12/22)	Loan	1M USD SOFR+	3.00	%	0.50	%	8.25	%	12/15/2028	500,000	490,617	495,000
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan G	Loan	1M USD LIBOR+	2.13	%	0.00	%	7.28	%	1/20/2028	1,250,000	1,249,879	1,237,675
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan Incremental (11/22)	Loan	1M USD SOFR+	3.00	%	0.50	%	7.98	%	1/19/2028	500,000	491,037	498,595
Watlow Electric Manufacturing Company	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	3.75	%	0.50	%	9.06	%	3/2/2028	2,450,000	2,442,192	2,378,680
West Corporation	Telecommunications	Term Loan B-3	Loan	1M USD SOFR+	4.00	%	1.00	%	9.40	%	4/9/2027	1,189,119	1,173,823	1,058,982
WEX Inc.	Services: Business	Term Loan B (3/21)	Loan	1M USD SOFR+	2.25	%	0.00	%	7.52	%	3/31/2028	2,947,406	2,939,191	2,926,774
WildBrain Ltd.	Media: Diversified & Production	Term Loan	Loan	1M USD SOFR+	4.25	%	0.75	%	9.52	%	3/27/2028	1,960,000	1,931,339	1,891,400
Wyndham Hotels & Resorts, Inc.	Hotel, Gaming & Leisure	Term Loan 5/23	Loan	1M USD SOFR+	2.25	%	0.00	%	7.40	%	5/10/2030	1,000,000	995,000	996,880
Xperi Corporation	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.50	%	0.00	%	8.65	%	6/8/2028	2,310,717	2,304,550	2,281,833
Zayo Group, LLC	Telecommunications	Term Loan 4/22	Loan	1M USD SOFR+	4.25	%	0.50	%	9.40	%	3/9/2027	990,000	969,668	775,635

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor		Current Rate (All In)		Maturity Date	Principal/ Number of Shares		Cost		Fair Value
ZEBRA BUYER (Allspring) LLC	Banking, Finance, Insurance & Real Estate	Term Loan 4/21	Loan	3M USD LIBOR+	3.00	%	0.50	%	8.19	%	11/1/2028	878,226		875,022		857,096
Zekelman Industries, Inc.	Metals & Mining	Term Loan (01/20)	Loan	3M USD LIBOR+	2.00	%	0.00	%	7.02	%	1/25/2027	959,611		959,611		946,416
Zest Acquisition Corp.	Healthcare & Pharmaceuticals	Term Loan (1/23)	Loan	1M USD SOFR+	5.50	%	0.00	%	10.54	%	2/8/2028	1,995,000		1,900,560		1,922,681
Zodiac Pool Solutions	Consumer goods: Durable	Term Loan (1/22)	Loan	1M USD SOFR+	2.00	%	0.50	%	7.25	%	1/29/2029	493,750		492,872		482,141
													$	641,360,143	$	591,378,372

	Number of Shares		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)		13,354,715	$	13,354,715	$	13,354,715
Total cash and cash equivalents		13,354,715	$	13,354,715	$	13,354,715

(a)

All or a portion of this investment has an unfunded commitment as of May 31, 2023.

(b)

As of May 31, 2023, the investment was in default and on non-accrual status.

(c)

Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of May 31, 2023.

(d)

Investments include Payment-in-Kind Interest.

LIBOR—London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

1M USD LIBOR—The 1 month USD LIBOR rate as of May 31, 2023 was 5.19%.

3M USD LIBOR—The 3 month USD LIBOR rate as of May 31, 2023 was 5.52%.

6M USD LIBOR—The 6 month USD LIBOR rate as of May 31, 2023 was 5.65%.

1M SOFR - The 1 month SOFR rate as of May 31, 2023 was 5.17%.

3M SOFR - The 3 month SOFR rate as of May 31, 2023 was 5.29%.

6M SOFR - The 6 month SOFR rate as of May 31, 2023 was 5.32%.

Prime—The Prime Rate as of May 31, 2023 was 8.25%.

See accompanying notes to financial statements

Saratoga Investment Corp. CLO 2013-1, Ltd.

Schedule of Investments

February 28, 2023

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
19TH HOLDINGS GOLF, LLC	Consumer goods: Durable	Term Loan	Loan	1M USD SOFR+	3.00	%		0.50	%		7.67	%	2/7/2029	$	1,997,500	$	1,924,905	$	1,901,380
888 Acquisitions Limited	Hotel, Gaming & Leisure	Term Loan B	Loan	3M USD SOFR+	5.25	%		0.00	%		9.93	%	7/8/2028		2,494,565		2,143,085		2,126,617
ADMI Corp.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	3.00	%		0.00	%		7.63	%	4/30/2025		1,910,276		1,907,516		1,825,517
Adtalem Global Education Inc.	Services: Business	Term Loan B (02/21)	Loan	1M USD LIBOR+	4.00	%		0.75	%		8.63	%	8/11/2028		691,846		686,475		689,992
Aegis Sciences Corporation	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		10.36	%	5/9/2025		2,349,601		2,341,307		2,268,540
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (09/20)	Loan	1M USD LIBOR+	2.75	%		0.75	%		7.38	%	1/4/2026		214,286		213,103		212,946
Agiliti Health Inc.	Healthcare & Pharmaceuticals	Term Loan (1/19)	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.38	%	1/4/2026		1,468,430		1,463,378		1,457,416
AHEAD DB Holdings, LLC	Services: Business	Term Loan (04/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		8.48	%	10/18/2027		2,955,000		2,871,299		2,915,285
AI Convoy (Luxembourg) S.a.r.l.	Aerospace & Defense	Term Loan B (USD)	Loan	6M USD LIBOR+	3.50	%		1.00	%		8.17	%	1/18/2027		-		-		-
Air Canada	Transportation: Consumer	Term Loan B (07/21)	Loan	3M USD LIBOR+	3.50	%		0.75	%		8.37	%	8/11/2028		1,990,000		1,851,613		1,984,408
AIS HoldCo, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.00	%		9.83	%	8/15/2025		4,789,642		4,700,517		4,622,004
AIT Worldwide Logistics Holdings, Inc.	Transportation: Cargo	Term Loan (04/21)	Loan	1M USD LIBOR+	4.75	%		0.75	%		9.33	%	4/6/2028		2,500,000		2,333,827		2,407,300
AL GCX Holdings (Arclight) T/L B	Energy: Oil & Gas	Term Loan B	Loan	3M USD SOFR+	3.50	%		0.50	%		8.28	%	5/17/2029		976,802		971,918		975,581
Alchemy US Holdco 1, LLC	Metals & Mining	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.00	%		5.60	%	10/10/2025		1,654,803		1,644,633		1,551,378
AlixPartners, LLP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	2/4/2028		245,625		245,275		245,050
Alkermes, Inc.	Healthcare & Pharmaceuticals	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		7.11	%	3/12/2026		2,126,218		2,112,914		2,062,432
Allen Media, LLC	Media: Diversified & Production	Term Loan (7/21)	Loan	3M USD SOFR+	5.50	%		0.00	%		10.23	%	2/10/2027		4,394,261		4,368,566		3,649,434
Alliant Holdings Intermediate, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B4	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.09	%	11/5/2027		987,500		986,800		974,781
Allied Universal Holdco LLC	Services: Business	Term Loan 4/21	Loan	1M USD SOFR+	3.75	%		0.50	%		8.47	%	5/12/2028		1,975,000		1,967,474		1,900,404
Altisource Solutions S.a r.l.	Banking, Finance, Insurance & Real Estate	Term Loan B (03/18)	Loan	3M USD LIBOR+	4.00	%		1.00	%		8.73	%	4/3/2024		1,126,283		1,124,635		893,142
Altium Packaging LLC	Containers, Packaging & Glass	Term Loan (01/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	1/29/2028		491,250		489,554		480,506
American Airlines T/L (2/23)	Transportation: Consumer	Term Loan	Loan	N/A	N/A			N/A			N/A		N/A		-		27		-
American Axle & Manufacturing Inc.	Automotive	Term Loan (12/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		8.16	%	12/5/2029		500,000		485,367		499,000
American Greetings Corporation	Media: Advertising, Printing & Publishing	Term Loan	Loan	1M USD LIBOR+	4.50	%		1.00	%		9.07	%	4/6/2024		3,012,861		3,011,462		3,011,596
American Trailer World Corp	Automotive	Term Loan	Loan	1M USD SOFR+	3.75	%		0.75	%		8.47	%	3/3/2028		1,357,439		1,354,762		1,194,967
AmWINS Group, LLC	Banking, Finance, Insurance & Real Estate	Term Loan 2/21	Loan	1M USD LIBOR+	2.25	%		0.75	%		6.88	%	2/17/2028		1,960,017		1,940,778		1,926,462
Anastasia Parent LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		8.48	%	8/11/2025		957,500		955,643		791,134
Anchor Glass Container Corporation	Containers, Packaging & Glass	Term Loan (07/17)	Loan	3M USD LIBOR+	2.75	%		1.00	%		7.48	%	12/7/2023		470,138		469,901		333,915
Anchor Packaging, LLC	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	4.00	%		0.00	%		8.63	%	7/18/2026		977,215		971,052		952,785
ANI Pharmaceuticals, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	6.00	%		0.75	%		10.63	%	11/19/2027		2,970,000		2,922,446		2,866,050

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost			Fair Value
AP Core Holdings II LLC	High Tech Industries	Term Loan B1	Loan	1M USD LIBOR+	5.50	%		0.75	%		10.13	%	9/1/2027		1,875,000		1,852,824			1,802,344
AP Core Holdings II LLC	High Tech Industries	Term Loan B2	Loan	1M USD LIBOR+	5.50	%		0.75	%		10.13	%	9/1/2027		500,000		494,095			480,415
APEX GROUP TREASURY LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	3M USD SOFR+	5.00	%		0.50	%		9.66	%	7/26/2028		500,000		468,464			497,500
APi Group DE, Inc. (J2 Acquisition)	Services: Business	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	10/1/2026		1,757,184		1,751,429			1,754,548
APLP Holdings Limited Partnership	Energy: Electricity	Term Loan B (3/21)	Loan	3M USD LIBOR+	3.75	%		1.00	%		8.48	%	5/14/2027		440,541		437,327			440,726
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.38	%	5/15/2026		2,939,086		2,914,348			2,850,914
Apollo Commercial Real Estate Finance, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1 (2/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	3/6/2028		982,500		975,109			928,463
AppLovin Corporation	High Tech Industries	Term Loan (10/21)	Loan	3M USD SOFR+	3.10	%		0.50	%		7.70	%	10/21/2028		1,488,750		1,485,729			1,472,002
AppLovin Corporation	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	3.35	%		0.00	%		7.94	%	8/15/2025		979,592		979,592			972,245
Aramark Corporation	Services: Consumer	Term Loan B (4/21)	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	4/1/2028		1,753,715		1,747,448			1,747,139
Aramark Corporation	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	1/15/2027		2,331,250		2,280,733			2,305,023
ARC FALCON I INC.	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		8.38	%	9/23/2028		863,885		860,682			811,836
ARC FALCON I INC. (a)	Chemicals, Plastics, & Rubber	Delayed Draw Term Loan	Loan	3M USD LIBOR+	1.00	%		0.50	%		1.00	%	9/29/2028		-		(512	)		(7,675	)
Arches Buyer Inc.	Services: Consumer	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.50	%		7.97	%	12/6/2027		1,484,848		1,477,106			1,395,758
Aretec Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/18)	Loan	1M USD SOFR+	4.25	%		0.00	%		8.97	%	10/1/2025		1,916,203		1,913,228			1,887,460
ASP BLADE HOLDINGS, INC.	Capital Equipment	Term Loan	Loan	3M USD LIBOR+	4.00	%		0.50	%		8.73	%	10/7/2028		99,059		98,658			82,491
Asplundh Tree Expert, LLC	Services: Business	Term Loan 2/21	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	9/7/2027		977,500		974,396			974,010
AssuredPartners Capital, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (2/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		8.13	%	2/12/2027		989,796		986,847			967,773
AssuredPartners Inc.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.50	%		0.50	%		8.12	%	2/12/2027		496,250		495,400			485,084
AssuredPartners Inc.	Banking, Finance, Insurance & Real Estate	Incremental Term Loan (7/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	2/12/2027		985,000		985,000			962,838
ASTRO ONE ACQUISITION CORPORATION	Consumer goods: Durable	Term Loan	Loan	3M USD LIBOR+	5.50	%		0.75	%		10.23	%	9/15/2028		2,970,000		2,946,187			1,767,150
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B10	Loan	3M USD SOFR+	4.00	%		0.00	%		8.68	%	8/19/2028		1,995,000		1,901,937			1,866,741
Asurion, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B8	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	12/18/2026		2,964,858		2,956,667			2,817,683
ATHENAHEALTH GROUP INC.	Healthcare & Pharmaceuticals	Term Loan B (2/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		8.06	%	2/15/2029		1,330,543		1,325,206			1,227,426
ATHENAHEALTH GROUP INC. (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (02/22)	Loan	3M USD LIBOR+	3.50	%		0.50	%		3.50	%	2/15/2029		-		-			(12,636	)
Avison Young (Canada) Inc	Services: Business	Term Loan (08/22)	Loan	1M USD SOFR+	7.00	%		0.00	%		11.73	%	1/31/2026		748,125		708,918			635,906
Avison Young (Canada) Inc	Services: Business	Term Loan	Loan	1M USD SOFR+	5.75	%		0.00	%		10.48	%	1/31/2026		3,370,882		3,344,831			2,646,142

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B5 (7/21)	Loan	1M USD LIBOR+	2.25	%		0.50	%		6.85	%	12/1/2027		490,000		486,530		489,539
Avolon TLB Borrower 1 (US) LLC	Capital Equipment	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.75	%		6.35	%	1/15/2025		1,000,000		932,184		998,440
Axalta Coating Systems Dutch Holding B B.V.	Chemicals, Plastics, & Rubber	Term Loan B-4 Dollar	Loan	3M USD SOFR+	3.00	%		0.50	%		7.51	%	12/7/2029		1,000,000		990,447		1,003,570
AZURITY PHARMACEUTICALS, INC.	Healthcare & Pharmaceuticals	Term Loan B	Loan	3M USD LIBOR+	6.00	%		0.75	%		10.75	%	9/20/2027		475,000		463,094		457,188
B&G Foods, Inc.	Beverage, Food & Tobacco	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	10/10/2026		642,295		638,890		613,391
B.C. Unlimited Liability Co (Burger King)	Beverage, Food & Tobacco	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	11/19/2026		1,455,000		1,430,342		1,440,712
BAKELITE UK INTERMEDIATE LTD.	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.00	%		0.50	%		8.73	%	5/29/2029		995,000		990,609		940,275
Baldwin Risk Partners, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.10	%	10/14/2027		1,226,325		1,215,617		1,205,637
Bausch Health Companies Inc.	Healthcare & Pharmaceuticals	Term Loan B (1/22)	Loan	1M USD SOFR+	5.25	%		0.50	%		9.91	%	2/1/2027		1,950,000		1,764,574		1,534,299
Belfor Holdings Inc.	Services: Consumer	Term Loan B-2 (3/22)	Loan	1M USD SOFR+	4.25	%		0.50	%		8.87	%	4/6/2026		994,911		971,026		992,424
Belfor Holdings Inc.	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.00	%		8.63	%	4/6/2026		245,547		245,547		244,995
Belron Finance US LLC	Automotive	Term Loan B (3/21)	Loan	3M USD LIBOR+	2.50	%		0.50	%		7.38	%	4/13/2028		1,965,000		1,950,181		1,960,913
Bengal Debt Merger Sub LLC	Beverage, Food & Tobacco	Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		7.93	%	1/24/2029		1,990,000		1,988,811		1,804,273
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (6/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	4/23/2026		1,465,141		1,457,842		1,441,332
Blackstone Mortgage Trust, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.88	%	4/23/2026		979,747		975,006		952,804
Blue Tree Holdings, Inc.	Chemicals, Plastics, & Rubber	Term Loan (2/21)	Loan	3M USD LIBOR+	2.50	%		0.00	%		7.23	%	3/4/2028		982,500		980,692		967,763
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan 12/22	Loan	1M USD SOFR+	3.50	%		0.50	%		8.12	%	12/12/2029		498,750		486,572		496,007
Bombardier Recreational Products, Inc.	Consumer goods: Durable	Term Loan (1/20)	Loan	1M USD LIBOR+	2.00	%		0.00	%		6.63	%	5/24/2027		1,455,049		1,449,140		1,416,854
Boxer Parent Company, Inc.	High Tech Industries	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	10/2/2025		516,794		516,794		509,827
Bracket Intermediate Holding Corp	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.25	%		0.00	%		9.04	%	9/5/2025		957,500		955,597		929,378
BrightSpring Health Services (Phoenix Guarantor)	Healthcare & Pharmaceuticals	Term Loan B-3	Loan	1M USD LIBOR+	3.50	%		0.00	%		8.13	%	3/5/2026		982,500		982,500		967,556
BroadStreet Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B3	Loan	1M USD LIBOR+	3.00	%		0.00	%		7.63	%	1/22/2027		2,948,786		2,944,577		2,906,412
Brookfield WEC Holdings Inc.	Energy: Electricity	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	8/1/2025		1,462,613		1,464,152		1,456,090
BROWN GROUP HOLDING, LLC	Aerospace & Defense	Term Loan B-2	Loan	1M USD SOFR+	3.75	%		0.00	%		8.37	%	6/8/2029		498,750		487,209		498,336
Buckeye Partners, L.P.	Utilities: Oil & Gas	Term Loan (1/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.82	%	11/1/2026		1,950,188		1,941,198		1,946,931
BW Gas & Convenience Holdings LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	3/31/2028		2,462,500		2,443,814		2,437,875
Callaway Golf Company	Retail	Term Loan B	Loan	1M USD LIBOR+	4.50	%		0.00	%		9.13	%	1/4/2026		675,000		668,575		674,582
Camping World, Inc.	Retail	Term Loan B (5/21)	Loan	1M USD LIBOR+	2.50	%		0.75	%		7.09	%	6/5/2028		2,487,342		2,268,038		2,208,560

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
CareerBuilder, LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	6.75	%		1.00	%		11.48	%	7/31/2023		5,393,388		5,347,671		3,513,792
Castle US Holding Corporation	Media: Advertising, Printing & Publishing	Term Loan B (USD)	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	1/27/2027		1,963,384		1,954,023		1,375,469
CASTLELAKE AVIATION LLC	Aerospace & Defense	Term Loan B	Loan	1M USD SOFR+	2.75	%		0.50	%		7.31	%	10/21/2027		1,000,000		992,500		987,080
CBI BUYER, INC.	Consumer goods: Durable	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.50	%		7.88	%	1/6/2028		2,969,887		2,814,181		2,026,948
CCC Intelligent Solutions Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	2.25	%		0.50	%		6.88	%	9/16/2028		247,500		247,017		244,612
CCI Buyer, Inc	Telecommunications	Term Loan	Loan	3M USD SOFR+	4.00	%		0.75	%		8.58	%	12/17/2027		245,625		243,880		241,223
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	4.25	%		0.50	%		8.97	%	3/5/2028		1,000,000		951,484		975,000
CCRR Parent, Inc.	Healthcare & Pharmaceuticals	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		8.39	%	3/5/2028		982,500		978,899		957,938
CCS-CMGC Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	5.50	%		0.00	%		10.13	%	9/25/2025		2,400,000		2,390,330		1,605,504
CDK GLOBAL, INC.	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	4.50	%		0.50	%		9.08	%	7/6/2029		1,000,000		971,508		996,150
Cengage Learning, Inc.	Media: Advertising, Printing & Publishing	Term Loan B (6/21)	Loan	6M USD LIBOR+	4.75	%		1.00	%		9.88	%	7/14/2026		2,962,500		2,942,124		2,794,171
CENTURI GROUP, INC.	Construction & Building	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.50	%		7.45	%	8/27/2028		878,330		871,190		870,100
CenturyLink, Inc.	Telecommunications	Term Loan B (1/20)	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.88	%	3/15/2027		3,887,492		3,883,600		3,208,269
Charlotte Buyer, Inc.	Services: Business	Term Loan B	Loan	1M USD SOFR+	5.25	%		0.00	%		9.81	%	2/11/2028		1,500,000		1,403,100		1,455,945
Chemours Company, (The)	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.39	%	4/3/2025		905,031		880,859		898,406
Churchill Downs Incorporated	Hotel, Gaming & Leisure	Term Loan B1 (3/21)	Loan	1M USD LIBOR+	2.00	%		0.00	%		6.64	%	3/17/2028		491,250		490,382		486,952
CIMPRESS PUBLIC LIMITED COMPANY	Media: Advertising, Printing & Publishing	USD Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	5/17/2028		1,979,950		1,892,607		1,785,419
CITADEL SECURITIES LP	Banking, Finance, Insurance & Real Estate	Term Loan B (01/21)	Loan	1M USD SOFR+	2.50	%		0.00	%		7.23	%	2/2/2028		4,912,500		4,910,914		4,865,684
Clarios Global LP	Automotive	Term Loan B1	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	4/30/2026		1,267,812		1,261,524		1,260,091
Claros Mortgage Trust, Inc	Banking, Finance, Insurance & Real Estate	Term Loan B-1 (11/21)	Loan	1M USD SOFR+	4.50	%		0.50	%		9.16	%	8/9/2026		3,439,962		3,421,651		3,401,262
CLYDESDALE ACQUISITION HOLDINGS, INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD SOFR+	4.18	%		0.50	%		8.89	%	4/13/2029		1,492,500		1,458,949		1,469,993
Cole Haan	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	5.50	%		0.00	%		10.23	%	2/7/2025		875,000		871,486		841,461
Columbus McKinnon Corporation	Capital Equipment	Term Loan (4/21)	Loan	3M USD LIBOR+	2.75	%		0.50	%		7.50	%	5/14/2028		449,172		448,339		446,926
Conduent, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.25	%		0.50	%		8.88	%	10/16/2028		1,787,985		1,755,247		1,742,177

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Connect Finco SARL	Telecommunications	Term Loan (1/21)	Loan	1M USD SOFR+	3.50	%		1.00	%		8.14	%	12/11/2026		2,917,500		2,816,917		2,863,526
Consolidated Communications, Inc.	Telecommunications	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.75	%		8.19	%	10/2/2027		2,714,005		2,520,099		2,435,819
CORAL-US CO-BORROWER LLC	Telecommunications	Term Loan B-5	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.84	%	1/31/2028		4,000,000		3,988,733		3,867,160
Corelogic, Inc.	Services: Business	Term Loan (4/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.19	%	6/2/2028		2,468,750		2,459,383		2,110,164
Cortes NP Acquisition Corp (Vertiv)	Capital Equipment	Term Loan 2/21	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.32	%	3/2/2027		1,960,000		1,960,000		1,934,579
COWEN INC.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	6M USD LIBOR+	3.25	%		0.00	%		7.43	%	3/24/2028		3,927,406		3,907,308		3,922,496
Creative Artists Agency, LLC	Media: Diversified & Production	Term Loan B (02/23)	Loan	1M USD SOFR+	3.50	%		0.00	%		8.06	%	11/1/2028		1,600,000		1,588,000		1,595,008
CROCS INC	Consumer goods: Durable	Term Loan	Loan	6M USD SOFR+	3.50	%		0.50	%		7.73	%	2/20/2029		2,512,500		2,421,039		2,504,133
Cross Financial Corp	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	4.00	%		0.75	%		8.69	%	9/15/2027		492,500		492,174		489,422
Crown Subsea Communications Holding, Inc.	Construction & Building	Term Loan (4/21)	Loan	1M USD LIBOR+	4.75	%		0.75	%		9.32	%	4/27/2027		3,404,110		3,377,740		3,340,283
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan B-5	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.09	%	4/15/2027		485,000		485,000		435,894
CSC Holdings LLC (Neptune Finco Corp.)	Media: Broadcasting & Subscription	Term Loan 12/22	Loan	1M USD SOFR+	4.50	%		0.00	%		9.06	%	4/15/2027		2,400,032		2,389,363		2,244,030
CTS Midco, LLC	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	6.00	%		1.00	%		10.83	%	11/2/2027		1,960,000		1,917,602		1,666,000
Daseke Inc	Transportation: Cargo	Term Loan 2/21	Loan	1M USD LIBOR+	4.00	%		0.75	%		8.64	%	3/5/2028		1,473,750		1,468,500		1,468,223
Dave & Buster’s Inc.	Hotel, Gaming & Leisure	Term Loan B (04/22)	Loan	1M USD SOFR+	5.00	%		0.50	%		9.75	%	6/29/2029		995,000		948,574		997,736
DCert Buyer, Inc.	High Tech Industries	Term Loan	Loan	6M USD SOFR+	4.00	%		0.00	%		8.70	%	10/16/2026		1,469,773		1,469,773		1,446,257
Delek US Holdings, Inc.	Utilities: Oil & Gas	Term Loan B (11/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		8.22	%	11/16/2029		5,400,000		5,285,256		5,298,750
Delta 2 Lux Sarl	Hotel, Gaming & Leisure	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.50	%		7.87	%	1/15/2030		1,000,000		990,424		1,001,750
DexKo Global, Inc. (Dragon Merger)	Automotive	Term Loan (9/21)	Loan	3M USD LIBOR+	3.75	%		0.50	%		8.48	%	10/4/2028		992,500		989,236		928,980
DG Investment Intermediate Holdings 2, Inc.	Aerospace & Defense	Incremental Term Loan (3/22)	Loan	1M USD SOFR+	4.75	%		0.75	%		9.37	%	3/31/2028		498,750		479,659		488,152
Diamond Sports Group, LLC (b)	Media: Broadcasting & Subscription	Second Lien Term Loan	Loan	3M USD SOFR+	3.40	%		0.00	%		8.03	%	8/24/2026		3,374,880		3,017,273		382,306
Diamond Sports Group, LLC (b)	Media: Broadcasting & Subscription	1st Priority Term Loan	Loan	6M USD SOFR+	8.00	%		1.00	%		13.06	%	5/25/2026		342,343		333,975		318,951
DIRECTV FINANCING, LLC	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	5.00	%		0.75	%		9.63	%	8/2/2027		3,550,000		3,523,794		3,448,754
DISCOVERY PURCHASER CORPORATION	Chemicals, Plastics, & Rubber	Term Loan	Loan	3M USD SOFR+	4.38	%		0.50	%		8.96	%	10/4/2029		1,500,000		1,385,334		1,433,310
Dispatch Acquisition Holdings, LLC	Environmental Industries	Term Loan B (3/21)	Loan	3M USD LIBOR+	4.25	%		0.75	%		8.98	%	3/25/2028		492,500		488,806		434,631
DOMTAR CORPORATION	Forest Products & Paper	Term Loan 9/21	Loan	1M USD LIBOR+	5.50	%		0.75	%		10.10	%	11/30/2028		1,310,136		1,272,492		1,286,121
DOTDASH MEREDITH, INC.	Media: Advertising, Printing & Publishing	Term Loan B	Loan	1M USD SOFR+	4.00	%		0.50	%		8.67	%	11/30/2028		1,994,949		1,803,027		1,755,556
DRI HOLDING INC.	Media: Advertising, Printing & Publishing	Term Loan (12/21)	Loan	1M USD LIBOR+	5.25	%		0.50	%		9.88	%	12/15/2028		3,972,487		3,830,439		3,552,913
DRW Holdings, LLC	Banking, Finance, Insurance & Real Estate	Term Loan (2/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	3/1/2028		6,435,000		6,396,896		6,284,164

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.38	%	8/21/2025		1,612,878		1,609,665		1,602,798
DTZ U.S. Borrower, LLC	Construction & Building	Term Loan (01/23)	Loan	1M USD SOFR+	3.25	%		0.00	%		7.97	%	1/31/2030		2,034,413		2,031,025		2,021,698
EAB Global, Inc.	Services: Business	Term Loan (08/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	8/16/2028		990,000		985,965		969,586
Echo Global Logistics, Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	11/23/2028		1,985,000		1,981,077		1,916,776
Edelman Financial Group Inc., The	Banking, Finance, Insurance & Real Estate	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		8.13	%	4/7/2028		2,188,547		2,182,686		2,129,281
Electrical Components Inter., Inc.	Capital Equipment	Term Loan (6/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		8.88	%	6/26/2025		1,888,404		1,888,404		1,719,638
ELECTRON BIDCO INC.	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD LIBOR+	3.00	%		0.50	%		7.63	%	11/1/2028		496,250		494,396		491,208
ELO Touch Solutions, Inc.	Media: Diversified & Production	Term Loan (12/18)	Loan	1M USD LIBOR+	6.50	%		0.00	%		11.13	%	12/14/2025		2,175,269		2,121,627		2,169,831
Embecta Corp	Healthcare & Pharmaceuticals	Term Loan B	Loan	6M USD SOFR+	3.00	%		0.50	%		7.79	%	3/30/2029		614,918		611,634		604,735
Endo Luxembourg Finance Company I S.a.r.l.	Healthcare & Pharmaceuticals	Term Loan (3/21)	Loan	Prime	6.00	%		0.75	%		13.75	%	3/27/2028		2,335,285		2,328,380		1,839,037
Endure Digital, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.50	%		0.75	%		8.07	%	2/10/2028		2,462,500		2,453,593		2,276,581
Entain Holdings (Gibraltar) Limited	Hotel, Gaming & Leisure	Term Loan B (10/22)	Loan	3M USD SOFR+	3.50	%		0.50	%		8.18	%	10/30/2029		1,000,000		987,635		999,060
Envision Healthcare Corporation	Healthcare & Pharmaceuticals	Term Loan B (06/18)	Loan	3M USD LIBOR+	3.75	%		0.00	%		8.48	%	10/10/2025		4,784,383		4,782,311		1,202,076
EOS U.S. FINCO LLC	Transportation: Cargo	Term Loan	Loan	3M USD SOFR+	6.00	%		0.50	%		10.60	%	8/3/2029		1,000,000		923,495		986,250
Equiniti Group PLC	Services: Business	Term Loan B	Loan	6M USD SOFR+	4.50	%		0.50	%		9.54	%	12/11/2028		990,000		981,797		990,624
EyeCare Partners, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	3.75	%		0.00	%		8.48	%	2/18/2027		1,948,081		1,948,081		1,621,174
Finco I LLC	Banking, Finance, Insurance & Real Estate	Term Loan B (9/20)	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	6/27/2025		2,830,950		2,826,805		2,830,950
First Brands Group, LLC	Automotive	1st Lien Term Loan (3/21)	Loan	6M USD SOFR+	5.00	%		1.00	%		10.25	%	3/30/2027		4,912,500		4,854,265		4,754,367

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
First Eagle Investment Management	Banking, Finance, Insurance & Real Estate	Refinancing Term Loan	Loan	3M USD LIBOR+	2.50	%		0.00	%		7.23	%	2/1/2027		5,146,145		5,133,892		5,055,007
First Student Bidco Inc.	Transportation: Consumer	Term Loan B	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.73	%	7/21/2028		723,088		718,928		689,255
First Student Bidco Inc.	Transportation: Consumer	Term Loan C	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.73	%	7/21/2028		269,608		268,052		256,993
Fitness International, LLC (LA Fitness)	Services: Consumer	Term Loan B (4/18)	Loan	3M USD SOFR+	3.25	%		1.00	%		8.08	%	4/18/2025		1,330,058		1,326,810		1,268,211
Flutter Financing B.V.	Hotel, Gaming & Leisure	Term Loan	Loan	3M USD LIBOR+	2.25	%		0.00	%		6.98	%	7/21/2026		1,975,000		1,972,044		1,971,643
Flutter Financing B.V.	Hotel, Gaming & Leisure	Third Amendment 2028-B Term Loan	Loan	3M USD SOFR+	3.25	%		0.50	%		8.09	%	7/21/2028		748,125		732,248		747,848
FOCUS FINANCIAL PARTNERS, LLC	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.50	%		7.87	%	6/30/2028		1,487,298		1,470,684		1,477,765
Franchise Group, Inc.	Services: Consumer	First Out Term Loan	Loan	3M USD LIBOR+	4.75	%		0.75	%		9.56	%	3/10/2026		799,104		793,938		760,148
Franchise Group, Inc.	Services: Consumer	Term Loan B	Loan	3M USD SOFR+	4.75	%		0.75	%		9.70	%	3/10/2026		3,000,000		2,852,614		2,857,500
Franklin Square Holdings, L.P.	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.94	%	8/1/2025		4,308,730		4,296,025		4,303,344
Froneri International (R&R Ice Cream)	Beverage, Food & Tobacco	Term Loan B-2	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.88	%	1/29/2027		1,950,000		1,948,124		1,915,524
Garrett LX III S.a r.l.	Automotive	Dollar Term Loan	Loan	3M USD LIBOR+	3.25	%		0.50	%		8.08	%	4/30/2028		1,481,250		1,475,822		1,460,261
Gates Global LLC	Automotive	Term Loan (11/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		8.12	%	11/15/2029		249,375		242,119		249,121
Gemini HDPE LLC	Chemicals, Plastics, & Rubber	Term Loan B (12/20)	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.83	%	12/31/2027		2,289,884		2,276,592		2,281,297
Genesee & Wyoming, Inc.	Transportation: Cargo	Term Loan (11/19)	Loan	3M USD LIBOR+	2.00	%		0.00	%		6.73	%	12/30/2026		1,458,750		1,454,820		1,453,892
GGP Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	1M USD LIBOR+	2.50	%		0.00	%		2.96	%	8/27/2025		3,072,992		2,734,560		3,053,141
Global Tel*Link Corporation	Telecommunications	Term Loan B	Loan	3M USD SOFR+	4.25	%		0.00	%		9.08	%	11/29/2025		4,897,634		4,753,219		4,342,830
Go Daddy Operating Company, LLC	High Tech Industries	Term Loan 2/21	Loan	1M USD LIBOR+	2.00	%		0.00	%		6.63	%	8/10/2027		1,959,799		1,959,799		1,950,255
GOLDEN WEST PACKAGING GROUP LLC	Forest Products & Paper	Term Loan (11/21)	Loan	1M USD LIBOR+	5.25	%		0.75	%		9.88	%	12/1/2027		1,962,500		1,946,411		1,903,625
Graham Packaging Co Inc	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD LIBOR+	3.00	%		0.75	%		7.63	%	8/7/2027		962,517		957,931		956,501
Great Outdoors Group, LLC	Retail	Term Loan B2	Loan	1M USD LIBOR+	3.75	%		0.75	%		8.38	%	3/6/2028		980,094		976,551		964,471
Greenhill & Co., Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B	Loan	3M USD LIBOR+	3.25	%		0.00	%		8.20	%	4/12/2024		2,844,231		2,836,329		2,789,707
Griffon Corporation	Consumer goods: Durable	Term Loan B	Loan	1M USD SOFR+	2.50	%		0.50	%		7.20	%	1/24/2029		154,375		154,051		152,959
Grosvenor Capital Management Holdings, LLLP	Banking, Finance, Insurance & Real Estate	Amendment 5 Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		7.13	%	2/24/2028		2,836,805		2,834,453		2,808,437
Groupe Solmax Inc.	Environmental Industries	Term Loan (6/21)	Loan	3M USD LIBOR+	4.75	%		0.75	%		9.48	%	5/27/2028		1,994,937		1,625,873		1,720,633
Harbor Freight Tools USA, Inc.	Retail	Term Loan B (06/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	10/19/2027		3,438,442		3,420,645		3,324,355
Helix Gen Funding, LLc	Energy: Electricity	Term Loan B (02/17)	Loan	1M USD LIBOR+	3.75	%		1.00	%		8.38	%	6/3/2024		209,702		209,702		208,332
Hillman Group Inc. (The) (New)	Consumer goods: Durable	Term Loan B-1 (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	7/14/2028		3,479,167		3,473,274		3,441,105
Hillman Group Inc. (The) (New) (a)	Consumer goods: Durable	Delayed Draw Term Loan (2/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	7/14/2028		66,667		66,667		57,444
HLF Financing SARL (Herbalife)	Consumer goods: Non-durable	Term Loan B (08/18)	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	8/18/2025		3,510,000		3,504,423		3,452,225

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Holley Purchaser, Inc	Automotive	Term Loan (11/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		8.48	%	11/17/2028		2,317,577		2,309,047		1,888,825
Howden Group Holdings	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		7.94	%	11/12/2027		2,152,191		2,144,311		2,117,218
Hudson River Trading LLC	Banking, Finance, Insurance & Real Estate	Term Loan (3/21)	Loan	1M USD SOFR+	3.00	%		0.00	%		7.73	%	3/17/2028		5,895,000		5,850,826		5,619,173
Idera, Inc.	High Tech Industries	Term Loan (02/21)	Loan	3M USD LIBOR+	3.75	%		0.75	%		8.51	%	3/2/2028		4,811,111		4,802,585		4,635,698
IMA Financial Group, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	11/1/2028		1,980,000		1,972,160		1,947,825
INDY US BIDCO, LLC	Services: Business	Term Loan (11/21)	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	3/6/2028		2,215,703		2,215,226		1,888,200
Ineos US Finance LLC	Chemicals, Plastics, & Rubber	Term Loan C	Loan	1M USD SOFR+	3.75	%		0.00	%		8.42	%	2/9/2030		1,000,000		990,000		991,560
INEOS US PETROCHEM LLC	Chemicals, Plastics, & Rubber	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	1/29/2026		1,979,950		1,929,143		1,967,080
Informatica Inc.	High Tech Industries	Term Loan B (10/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.44	%	10/27/2028		496,250		495,896		494,761
Ingram Micro Inc.	Wholesale	Term Loan	Loan	3M USD LIBOR+	3.50	%		0.50	%		8.23	%	6/30/2028		1,477,500		1,465,872		1,468,266
Inmar Acquisition Sub, Inc.	Services: Business	Term Loan B	Loan	1M USD LIBOR+	4.00	%		1.00	%		8.63	%	5/1/2024		3,350,673		3,327,770		3,270,055
Innophos, Inc.	Chemicals, Plastics, & Rubber	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	2/4/2027		486,250		484,966		483,007
INSTANT BRANDS HOLDINGS INC.	Consumer goods: Durable	Term Loan 4/21	Loan	3M USD LIBOR+	5.00	%		0.75	%		9.95	%	4/7/2028		4,027,667		4,010,741		2,154,802
IRB Holding Corporation	Beverage, Food & Tobacco	Term Loan B3	Loan	1M USD SOFR+	3.00	%		0.75	%		7.57	%	12/14/2027		500,000		495,150		493,125
IRB Holding T/L B (1/22)	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD SOFR+	3.00	%		0.75	%		7.69	%	12/15/2027		500,000		495,150		493,125
Isagenix International, LLC (b)	Beverage, Food & Tobacco	Term Loan	Loan	3M USD LIBOR+	7.75	%		1.00	%		11.35	%	6/14/2025		2,330,036		2,311,947		814,068
J Jill Group, Inc	Retail	Priming Term Loan	Loan	3M USD LIBOR+	5.00	%		1.00	%		9.83	%	5/8/2024		1,553,698		1,553,299		1,464,361
Jane Street Group	Banking, Finance, Insurance & Real Estate	Term Loan (1/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.38	%	1/31/2028		3,920,000		3,917,671		3,897,970
Journey Personal Care Corp.	Consumer goods: Non-durable	Term Loan B	Loan	3M USD LIBOR+	4.25	%		0.75	%		8.98	%	3/1/2028		985,000		981,310		731,569
JP Intermediate B, LLC	Consumer goods: Non-durable	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		10.33	%	11/15/2025		3,884,160		3,863,896		2,469,199
Klockner-Pentaplast of America, Inc.	Containers, Packaging & Glass	Term Loan (1/21) (USD)	Loan	6M USD SOFR+	4.75	%		0.50	%		10.13	%	2/12/2026		1,473,750		1,469,605		1,354,936
Kodiak BP, LLC	Construction & Building	Term Loan	Loan	3M USD LIBOR+	3.25	%		0.75	%		7.98	%	3/13/2028		491,242		490,111		472,083
KREF Holdings X LLC	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	9/1/2027		491,288		482,835		482,690
Lakeland Tours, LLC	Hotel, Gaming & Leisure	Holdco Fixed Term Loan	Loan	Fixed	0.00	%		0.00	%		13.25	%	9/27/2027		990,775		383,373		644,004
Lealand Finance Company B.V.	Energy: Oil & Gas	Exit Term Loan	Loan	1M USD LIBOR+	1.00	%		0.00	%		5.63	%	6/30/2025		345,078		345,078		221,426
LHS BORROWER, LLC	Construction & Building	Term Loan (02/22)	Loan	1M USD SOFR+	4.75	%		0.50	%		9.47	%	2/16/2029		997,487		815,989		817,940
Lifetime Brands, Inc	Consumer goods: Non-durable	Term Loan B	Loan	1M USD SOFR+	3.50	%		1.00	%		8.23	%	2/28/2025		2,616,496		2,602,628		2,295,975
Liquid Tech Solutions Holdings, LLC	Services: Business	Term Loan	Loan	6M USD LIBOR+	4.75	%		0.00	%		8.92	%	3/17/2028		985,000		982,312		940,675
LogMeIn, Inc.	High Tech Industries	Term Loan (8/20)	Loan	1M USD LIBOR+	4.75	%		0.00	%		9.38	%	8/31/2027		3,920,000		3,868,809		2,137,145

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
LOYALTY VENTURES INC. (b)	Services: Business	Term Loan B	Loan	Prime	3.50	%		0.50	%		11.25	%	11/3/2027		3,089,630		3,074,278		926,889
LPL Holdings, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B1	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.32	%	11/11/2026		1,207,856		1,206,501		1,203,701
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan (01/23)	Loan	1M USD SOFR+	4.25	%		0.50	%		8.97	%	10/14/2028		500,000		486,534		489,165
LSF11 A5 HOLDCO LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD SOFR+	3.50	%		0.50	%		8.23	%	10/16/2028		248,125		247,170		241,508
LSF9 Atlantis Holdings, LLC (A Wireless)	Retail	Term Loan B	Loan	3M USD SOFR+	7.25	%		0.75	%		11.83	%	3/29/2029		2,962,500		2,872,908		2,888,438
MAGNITE, INC.	Services: Business	Term Loan	Loan	1M USD LIBOR+	5.00	%		0.75	%		9.63	%	4/28/2028		2,964,950		2,901,156		2,826,575
Marriott Ownership Resorts, Inc.	Hotel, Gaming & Leisure	Term Loan (11/19)	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	8/29/2025		1,317,074		1,317,074		1,308,842
Match Group, Inc, The	Services: Consumer	Term Loan (1/20)	Loan	3M USD LIBOR+	1.75	%		0.00	%		6.49	%	2/15/2027		250,000		249,658		247,500
Maxar Technologies Inc	Aerospace & Defense	Term Loan (6/22)	Loan	1M USD SOFR+	4.25	%		0.50	%		8.97	%	6/14/2029		1,994,987		1,926,722		1,997,641
Mayfield Agency Borrower Inc. (FeeCo)	Banking, Finance, Insurance & Real Estate	Term Loan B (02/23)	Loan	3M USD SOFR+	5.00	%		0.00	%		8.81	%	2/27/2028		3,450,000		3,346,500		3,363,750
McGraw-Hill Education, Inc.	Media: Advertising, Printing & Publishing	Term Loan (07/21)	Loan	3M USD LIBOR+	4.75	%		0.50	%		9.70	%	7/28/2028		1,975,000		1,957,770		1,894,025
MedAssets Software Inter Hldg, Inc.	High Tech Industries	Term Loan (11/21) (USD)	Loan	1M USD LIBOR+	4.00	%		0.50	%		8.63	%	12/18/2028		496,250		493,413		462,753
Mermaid Bidco Inc.	High Tech Industries	Term Loan B2	Loan	3M USD LIBOR+	3.50	%		0.75	%		8.30	%	12/22/2027		983,769		981,224		964,093
Messer Industries, LLC	Chemicals, Plastics, & Rubber	Term Loan B	Loan	3M USD LIBOR+	2.50	%		0.00	%		7.23	%	3/1/2026		2,980,405		2,970,477		2,968,871
Michaels Companies Inc	Retail	Term Loan B (Magic Mergeco)	Loan	3M USD LIBOR+	4.25	%		0.75	%		8.98	%	4/8/2028		2,467,450		2,452,022		2,254,632
MPH Acquisition Holdings LLC (Multiplan)	Services: Business	Term Loan B (08/21)	Loan	3M USD LIBOR+	4.25	%		0.50	%		9.20	%	9/1/2028		2,992,424		2,725,679		2,509,148
MW Industries, Inc. (Helix Acquisition Holdings)	Capital Equipment	Term Loan (2019 Incremental)	Loan	3M USD LIBOR+	3.75	%		0.00	%		8.48	%	9/30/2024		2,842,097		2,823,791		2,778,150
NAB Holdings, LLC (North American Bancard)	Banking, Finance, Insurance & Real Estate	Term Loan (11/21)	Loan	3M USD SOFR+	3.00	%		0.50	%		7.73	%	11/23/2028		2,970,000		2,963,897		2,927,678
Napa Management Services Corp	Healthcare & Pharmaceuticals	Term Loan B (02/22)	Loan	1M USD SOFR+	5.25	%		0.75	%		9.95	%	2/22/2029		3,000,000		2,407,500		2,285,640
Natgasoline LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		8.19	%	11/14/2025		3,436,481		3,419,311		3,395,690
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan 2/21	Loan	1M USD SOFR+	3.75	%		0.75	%		8.47	%	3/2/2028		2,736,043		2,727,702		2,108,477
National Mentor Holdings, Inc.	Healthcare & Pharmaceuticals	Term Loan C 2/21	Loan	3M USD LIBOR+	3.75	%		0.75	%		8.48	%	3/2/2028		87,464		87,137		67,402
NEW ERA CAP, LLC	Consumer goods: Durable	Term Loan (01/22)	Loan	3M USD LIBOR+	6.00	%		0.75	%		10.82	%	7/13/2027		3,628,164		3,627,422		3,483,037
Nexstar Broadcasting, Inc. (Mission Broadcasting)	Media: Broadcasting & Subscription	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	9/18/2026		657,625		652,850		655,745
Next Level Apparel, Inc.	Retail	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		10.33	%	8/9/2024		1,675,340		1,670,519		1,373,779
NortonLifeLock Inc.	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	2.00	%		0.50	%		6.72	%	9/12/2029		1,398,374		1,392,077		1,382,391
Novae LLC	Automotive	Term Loan B	Loan	3M USD SOFR+	5.00	%		0.75	%		9.82	%	12/22/2028		1,985,000		1,972,048		1,692,213
Nuvei Technologies Corp.	High Tech Industries	US Term Loan	Loan	1M USD LIBOR+	2.50	%		0.50	%		7.13	%	9/29/2025		2,216,250		2,213,211		2,210,709
Olaplex, Inc.	Consumer goods: Non-durable	Term Loan (2/22)	Loan	1M USD SOFR+	3.50	%		0.50	%		8.20	%	2/23/2029		2,492,500		2,386,817		2,224,556
Open Text Corporation	High Tech Industries	Term Loan B	Loan	1M USD SOFR+	3.50	%		0.50	%		8.22	%	8/24/2029		1,500,000		1,455,000		1,496,955
Organon & Co.	Healthcare & Pharmaceuticals	Term Loan USD	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.75	%	6/2/2028		2,327,083		2,318,310		2,297,995
Pacific Gas & Electric	Utilities: Electric	Term Loan	Loan	1M USD LIBOR+	3.00	%		0.50	%		7.69	%	6/18/2025		1,464,944		1,460,891		1,457,619

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
PACTIV EVERGREEN GROUP HOLDINGS INC.	Containers, Packaging & Glass	Term Loan B	Loan	1M USD LIBOR+	3.25	%		0.50	%		7.88	%	9/20/2028		987,500		983,571		981,950
Padagis LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	3M USD LIBOR+	4.75	%		0.50	%		9.54	%	7/6/2028		941,176		933,570		864,122
Panther Guarantor II, L.P. (Forcepoint)	High Tech Industries	Term Loan 1/21	Loan	3M USD LIBOR+	4.25	%		0.50	%		9.08	%	1/7/2028		492,500		489,882		461,719
PAR PETROLEUM LLC	Energy: Oil & Gas	Term Loan 2/23	Loan	1M USD SOFR+	4.25	%		0.50	%		8.92	%	2/13/2030		1,500,000		1,477,500		1,479,375
PATAGONIA HOLDCO LLC	Telecommunications	Term Loan B	Loan	3M USD SOFR+	5.75	%		0.50	%		10.47	%	8/1/2029		1,995,000		1,653,635		1,700,738
Pathway Partners Vet Management Company LLC	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	3/30/2027		486,509		479,333		424,630
PCI Gaming Authority	Hotel, Gaming & Leisure	Term Loan	Loan	1M USD LIBOR+	2.50	%		0.00	%		7.13	%	5/29/2026		809,038		806,994		807,396
PEARLS (Netherlands) Bidco B.V.	Chemicals, Plastics, & Rubber	USD Term Loan (02/22)	Loan	3M USD SOFR+	3.75	%		0.50	%		8.43	%	2/28/2029		992,500		990,539		975,131
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC	Healthcare & Pharmaceuticals	Term Loan (12/22)	Loan	1M USD LIBOR+	3.25	%		0.50	%		7.88	%	12/29/2028		1,292,862		1,287,663		1,272,396
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a)	Healthcare & Pharmaceuticals	Delayed Draw Term Loan (12/21)	Loan	1M USD LIBOR+	3.25	%		0.50	%		7.88	%	12/29/2028		147,287		147,287		144,174
Penn National Gaming, Inc	Hotel, Gaming & Leisure	Term Loan B	Loan	1M USD SOFR+	2.75	%		0.50	%		7.47	%	5/3/2029		995,000		990,530		990,851
Peraton Corp.	Aerospace & Defense	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		8.38	%	2/1/2028		5,306,577		5,291,284		5,249,372
PHYSICIAN PARTNERS, LLC	Healthcare & Pharmaceuticals	Term Loan	Loan	1M USD SOFR+	4.00	%		0.50	%		8.72	%	12/23/2028		1,985,000		1,967,896		1,900,638
Pike Corporation	Construction & Building	Term Loan (8/22)	Loan	1M USD SOFR+	3.50	%		0.00	%		8.12	%	1/21/2028		498,750		487,274		497,294
Pitney Bowes Inc	Services: Business	Term Loan B	Loan	1M USD SOFR+	4.00	%		0.00	%		8.73	%	3/17/2028		3,939,924		3,914,651		3,789,734
Plastipak Holdings Inc.	Containers, Packaging & Glass	Term Loan B (11/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		7.13	%	12/1/2028		1,921,176		1,913,386		1,911,974
Playtika Holding Corp.	High Tech Industries	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.75	%		0.00	%		7.38	%	3/13/2028		4,421,250		4,414,119		4,370,804
PMHC II, INC.	Chemicals, Plastics, & Rubber	Term Loan (02/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		9.08	%	4/21/2029		1,995,000		1,986,056		1,710,912
PointClickCare Technologies, Inc.	High Tech Industries	Term Loan B	Loan	3M USD LIBOR+	3.00	%		0.75	%		7.75	%	12/29/2027		491,250		489,531		487,566
Polymer Process Holdings, Inc.	Containers, Packaging & Glass	Term Loan	Loan	1M USD LIBOR+	4.75	%		0.75	%		9.38	%	2/12/2028		5,403,750		5,359,857		5,025,488
Pre-Paid Legal Services, Inc.	Services: Consumer	Term Loan (12/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		8.38	%	12/15/2028		2,977,500		2,956,393		2,929,116
Presidio, Inc.	Services: Business	Term Loan B (1/20)	Loan	3M USD SOFR+	3.50	%		0.00	%		8.28	%	1/22/2027		487,500		486,909		485,267
Prime Security Services Borrower, LLC (ADT)	Services: Consumer	Term Loan (1/21)	Loan	3M USD LIBOR+	2.75	%		0.75	%		7.52	%	9/23/2026		3,520,468		3,520,468		3,511,667
PRIORITY HOLDINGS, LLC	Services: Consumer	Term Loan	Loan	3M USD LIBOR+	5.75	%		1.00	%		10.70	%	4/27/2027		2,955,000		2,932,371		2,936,531
PriSo Acquisition Corporation	Construction & Building	Term Loan (01/21)	Loan	3M USD LIBOR+	3.25	%		0.75	%		8.00	%	12/28/2027		491,245		489,458		450,310
Project Leopard Holdings, Inc. (NEW)	High Tech Industries	Term Loan B (06/22)	Loan	6M USD SOFR+	5.25	%		0.50	%		9.80	%	7/20/2029		1,000,000		933,902		924,690
Prometric Inc. (Sarbacane Bidco)	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	3.00	%		1.00	%		7.64	%	1/29/2025		476,438		475,777		444,278
PUG LLC	Services: Consumer	Term Loan B (02/20)	Loan	1M USD LIBOR+	3.50	%		0.00	%		8.13	%	2/12/2027		480,126		478,777		378,099
QUEST BORROWER LIMITED	High Tech Industries	Term Loan (1/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		9.08	%	2/1/2029		1,990,000		1,972,710		1,707,539
Rackspace Technology Global, Inc.	High Tech Industries	Term Loan (1/21)	Loan	3M USD LIBOR+	2.75	%		0.75	%		7.60	%	2/15/2028		2,974,823		2,882,889		1,863,310

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
RAND PARENT LLC	Transportation: Cargo	Term Loan B	Loan	1M USD SOFR+	4.25	%		0.00	%		8.80	%	2/7/2030		1,500,000		1,462,500		1,455,000
RealPage, Inc.	High Tech Industries	Term Loan (04/21)	Loan	1M USD LIBOR+	3.00	%		0.50	%		7.63	%	4/24/2028		987,500		985,860		955,159
Renaissance Learning, Inc.	Services: Consumer	Term Loan (5/18)	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	5/30/2025		2,938,373		2,922,432		2,871,025
Rent-A-Center, Inc.	Retail	Term Loan B2 (9/21)	Loan	3M USD LIBOR+	3.25	%		0.50	%		8.13	%	2/17/2028		1,976,155		1,934,422		1,927,997
Research Now Group, Inc	Media: Advertising, Printing & Publishing	Term Loan	Loan	3M USD LIBOR+	5.50	%		1.00	%		10.31	%	12/20/2024		4,298,135		4,249,328		3,200,305
Resideo Funding Inc.	Services: Consumer	Term Loan (1/21)	Loan	3M USD LIBOR+	2.25	%		0.50	%		7.12	%	2/11/2028		1,473,750		1,471,623		1,471,908
Resolute Investment Managers (American Beacon), Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	3M USD LIBOR+	4.25	%		1.00	%		8.98	%	4/30/2024		3,038,616		3,035,050		2,385,313
Restoration Hardware, Inc.	Retail	Term Loan (9/21)	Loan	1M USD LIBOR+	2.50	%		0.50	%		7.13	%	10/20/2028		3,462,437		3,456,353		3,320,477
Reynolds Consumer Products LLC	Containers, Packaging & Glass	Term Loan	Loan	1M USD SOFR+	1.75	%		0.00	%		6.47	%	1/29/2027		1,276,932		1,276,737		1,273,880
Reynolds Group Holdings Inc.	Containers, Packaging & Glass	Term Loan B2	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	2/5/2026		3,124,551		3,114,804		3,114,302
Rocket Software, Inc.	High Tech Industries	Term Loan (11/18)	Loan	1M USD LIBOR+	4.25	%		0.00	%		8.88	%	11/28/2025		2,875,317		2,870,016		2,818,414
Russell Investments US Inst’l Holdco, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (10/20)	Loan	1M USD LIBOR+	3.50	%		1.00	%		8.13	%	6/2/2025		5,590,662		5,565,048		5,499,813
RV Retailer LLC	Automotive	Term Loan	Loan	3M USD SOFR+	3.75	%		0.75	%		8.55	%	2/8/2028		2,957,631		2,912,519		2,516,441
Ryan Specialty Group LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	3.00	%		0.75	%		7.72	%	9/1/2027		1,478,623		1,467,543		1,474,010
S&S HOLDINGS LLC	Services: Business	Term Loan	Loan	3M USD LIBOR+	5.00	%		0.50	%		9.83	%	3/10/2028		2,458,719		2,409,819		2,349,625
Sally Holdings LLC	Retail	Term Loan B	Loan	1M USD SOFR+	2.50	%		0.00	%		7.06	%	3/24/2030		500,000		496,250		498,750
Samsonite International S.A.	Consumer goods: Non-durable	Term Loan B2	Loan	1M USD LIBOR+	3.00	%		0.75	%		7.63	%	4/25/2025		927,537		914,134		927,537
Schweitzer-Mauduit International, Inc.	High Tech Industries	Term Loan B	Loan	1M USD LIBOR+	3.75	%		0.75	%		8.44	%	4/20/2028		2,955,000		2,942,014		2,895,900
Scientific Games Holdings LP	Hotel, Gaming & Leisure	Term Loan B	Loan	3M USD SOFR+	3.50	%		0.50	%		8.10	%	4/4/2029		498,750		497,703		489,942
Sedgwick Claims Management Services, Inc.	Services: Business	Term Loan B 2/23	Loan	1M USD SOFR+	3.75	%		0.00	%		8.32	%	2/17/2028		1,000,000		990,000		987,500

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
SETANTA AIRCRAFT LEASING DAC	Aerospace & Defense	Term Loan	Loan	3M USD LIBOR+	2.00	%		0.00	%		6.73	%	11/2/2028		1,000,000		998,000		991,250
Signify Health, LLC	Healthcare & Pharmaceuticals	Term Loan B (6/21)	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.73	%	6/16/2028		493,750		491,846		493,750
Sitel Worldwide Corporation	Services: Business	USD Term Loan (7/21)	Loan	1M USD LIBOR+	3.75	%		0.50	%		8.39	%	8/28/2028		1,975,000		1,967,031		1,966,982
SiteOne Landscape Supply, LLC	Services: Business	Term Loan (3/21)	Loan	1M USD LIBOR+	2.00	%		0.50	%		6.64	%	3/18/2028		777,852		776,450		774,609
SMG US Midco 2, Inc.	Services: Business	Term Loan (01/20)	Loan	3M USD LIBOR+	2.50	%		0.00	%		7.33	%	1/23/2025		485,000		485,000		479,243
Smyrna Ready Mix Concrete, LLC	Construction & Building	Term Loan	Loan	1M USD SOFR+	4.25	%		0.50	%		8.97	%	4/2/2029		1,000,000		992,500		995,000
Solis IV B.V.	Consumer goods: Durable	Term Loan B-1	Loan	3M USD SOFR+	3.50	%		0.50	%		8.37	%	2/26/2029		1,994,987		1,724,963		1,826,132
Sotheby’s	Services: Business	Term Loan (7/21)	Loan	3M USD LIBOR+	4.50	%		0.50	%		9.33	%	1/15/2027		3,223,744		3,183,482		3,209,237
Sparta U.S. HoldCo LLC	Chemicals, Plastics, & Rubber	Term Loan (04/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		7.82	%	8/2/2028		1,980,000		1,972,123		1,964,160
Specialty Pharma III Inc.	Services: Business	Term Loan	Loan	1M USD LIBOR+	4.25	%		0.75	%		8.88	%	3/31/2028		1,975,000		1,959,930		1,821,938
Spectrum Brands, Inc.	Consumer goods: Durable	Term Loan (2/21)	Loan	3M USD LIBOR+	2.00	%		0.50	%		6.96	%	3/3/2028		491,250		490,363		487,158
Spin Holdco, Inc.	Services: Consumer	Term Loan 3/21	Loan	3M USD LIBOR+	4.00	%		0.75	%		8.77	%	3/4/2028		2,947,500		2,935,211		2,475,487
Spirit Aerosystems Inc.	Aerospace & Defense	Term Loan (11/22)	Loan	3M USD SOFR+	4.50	%		0.50	%		9.18	%	1/14/2027		498,750		484,414		498,541
SRAM, LLC	Consumer goods: Durable	Term Loan (05/21)	Loan	1M USD LIBOR+	2.75	%		0.50	%		7.38	%	5/12/2028		2,709,091		2,705,948		2,682,000
SS&C Technologies, Inc.	Services: Business	Term Loan B3	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	4/16/2025		167,061		166,987		166,678
SS&C Technologies, Inc.	Services: Business	Term Loan B4	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	4/16/2025		148,146		148,083		147,807
SS&C Technologies, Inc.	Services: Business	Term Loan B-5	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	4/16/2025		458,152		457,773		457,199
STANDARD INDUSTRIES INC.	Construction & Building	Term Loan B	Loan	6M USD LIBOR+	2.25	%		0.50	%		6.43	%	9/22/2028		630,250		625,240		628,032
Staples, Inc.	Wholesale	Term Loan (03/19)	Loan	3M USD LIBOR+	5.00	%		0.00	%		9.81	%	4/16/2026		4,341,357		4,246,081		4,013,802
Storable, Inc	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	3.50	%		0.50	%		8.08	%	4/17/2028		495,000		494,153		482,318
Summit Materials, LLC	Metals & Mining	Term Loan B (12/22)	Loan	3M USD SOFR+	3.00	%		0.00	%		7.61	%	12/13/2027		250,000		247,640		249,583
Superannuation & Investments US LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	3.75	%		0.50	%		8.38	%	12/1/2028		990,000		981,648		984,515
Sweetwater Borrower, LLC	Retail	Term Loan (8/21)	Loan	1M USD LIBOR+	4.25	%		0.75	%		8.94	%	8/2/2028		2,000,000		1,905,968		1,880,000
Syncsort Incorporated	High Tech Industries	Term Loan B (10/21)	Loan	3M USD LIBOR+	4.00	%		0.75	%		8.82	%	4/24/2028		2,469,987		2,468,993		2,243,984
Ta TT Buyer LLC	Media: Broadcasting & Subscription	Term Loan 3/22	Loan	6M USD SOFR+	5.00	%		0.50	%		8.98	%	4/2/2029		997,500		988,507		982,538
Tenable Holdings, Inc.	Services: Business	Term Loan B (6/21)	Loan	3M USD LIBOR+	2.75	%		0.50	%		7.58	%	7/7/2028		990,000		988,026		980,922
Teneo Holdings LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD SOFR+	5.25	%		1.00	%		9.97	%	7/15/2025		4,383,217		4,330,652		4,322,948
Ten-X, LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	4.00	%		1.00	%		8.63	%	9/27/2024		1,900,000		1,899,296		1,819,250
The Dun & Bradstreet Corporation	Services: Business	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.00	%		7.85	%	1/18/2029		248,125		246,554		246,636
The Dun & Bradstreet Corporation	Services: Business	Term Loan	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.87	%	2/6/2026		962,949		962,285		960,021
THE KNOT WORLDWIDE INC.	Services: Consumer	Term Loan (1/22)	Loan	1M USD SOFR+	4.50	%		0.00	%		9.22	%	12/19/2025		4,845,447		4,840,970		4,833,333
Thor Industries, Inc.	Automotive	USD Term Loan (3/21)	Loan	1M USD LIBOR+	3.00	%		0.00	%		7.69	%	2/1/2026		2,015,823		1,990,264		2,004,494

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
Torrid LLC	Wholesale	Term Loan 5/21	Loan	3M USD LIBOR+	5.50	%		0.75	%		10.31	%	6/14/2028		2,978,835		2,540,024		2,529,031
TORY BURCH LLC	Retail	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.50	%		8.13	%	4/15/2028		1,329,211		1,232,469		1,268,147
Tosca Services, LLC	Containers, Packaging & Glass	Term Loan (2/21)	Loan	1M USD SOFR+	3.50	%		0.75	%		8.23	%	8/18/2027		490,000		485,078		383,180
Trans Union LLC	Banking, Finance, Insurance & Real Estate	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.50	%		6.88	%	12/1/2028		796,452		794,928		791,203
Transdigm, Inc.	Aerospace & Defense	Term Loan H	Loan	3M USD SOFR+	3.25	%		0.00	%		7.83	%	2/21/2027		1,993,370		1,990,666		1,989,941
TRITON WATER HOLDINGS, INC.	Beverage, Food & Tobacco	Term Loan (03/21)	Loan	3M USD LIBOR+	3.50	%		0.50	%		8.23	%	3/31/2028		1,477,502		1,471,933		1,372,422
Tronox Finance LLC	Chemicals, Plastics, & Rubber	Term Loan	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.88	%	3/10/2028		346,923		346,338		340,907
TruGreen Limited Partnership	Services: Consumer	Term Loan	Loan	1M USD LIBOR+	4.00	%		0.75	%		8.63	%	10/29/2027		954,501		949,189		873,368
Uber Technologies, Inc.	Transportation: Consumer	Term Loan B (2/21)	Loan	3M USD LIBOR+	3.50	%		0.00	%		8.45	%	2/25/2027		3,906,277		3,874,854		3,913,620
Ultra Clean Holdings, Inc.	High Tech Industries	Incremental Term Loan 3/21	Loan	1M USD LIBOR+	3.75	%		0.00	%		8.38	%	8/27/2025		820,338		817,776		819,928
Unimin Corporation	Metals & Mining	Term Loan (12/20)	Loan	3M USD LIBOR+	4.00	%		1.00	%		8.78	%	7/31/2026		496,815		476,431		489,984
United Natural Foods, Inc	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD SOFR+	3.25	%		0.00	%		7.98	%	10/22/2025		1,289,967		1,252,901		1,291,309
United Road Services Inc.	Transportation: Cargo	Term Loan (10/17)	Loan	3M USD LIBOR+	5.75	%		1.00	%		10.70	%	9/1/2024		889,180		886,242		465,335
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/21)	Loan	1M USD LIBOR+	3.25	%		0.75	%		7.88	%	3/15/2026		2,446,648		2,441,783		2,426,610
Univision Communications Inc.	Media: Broadcasting & Subscription	Term Loan B (6/22)	Loan	3M USD SOFR+	4.25	%		0.50	%		8.83	%	6/25/2029		248,750		241,881		248,233
Utz Quality Foods, LLC	Beverage, Food & Tobacco	Term Loan B	Loan	1M USD SOFR+	3.00	%		0.00	%		7.73	%	1/20/2028		1,828,465		1,827,288		1,825,046
Vaco Holdings, LLC	Services: Business	Term Loan (01/22)	Loan	3M USD SOFR+	5.00	%		0.75	%		9.73	%	1/19/2029		2,342,210		2,275,198		2,310,989
Vericast Corp.	Media: Advertising, Printing & Publishing	Term Loan	Loan	3M USD SOFR+	7.75	%		1.00	%		12.33	%	6/15/2026		1,201,006		1,199,817		939,787
Verifone Systems, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan (7/18)	Loan	3M USD LIBOR+	4.00	%		0.00	%		8.96	%	8/20/2025		1,368,031		1,364,137		1,269,875
Vertex Aerospace Services Corp	Aerospace & Defense	Term Loan (10/21)	Loan	1M USD LIBOR+	3.50	%		0.75	%		8.13	%	12/6/2028		992,500		988,789		987,895

Issuer Name	Industry	Asset Name	Asset Type	Reference Rate/Spread			SOFR/ LIBOR Floor			Current Rate (All In)			Maturity Date	Principal/ Number of Shares		Cost		Fair Value
VFH Parent LLC	Banking, Finance, Insurance & Real Estate	Term Loan (01/22)	Loan	1M USD SOFR+	3.00	%		0.50	%		7.66	%	1/12/2029		3,069,879		3,063,097		3,036,111
Viasat Inc	Telecommunications	Term Loan (2/22)	Loan	1M USD SOFR+	4.50	%		0.50	%		9.23	%	3/2/2029		1,994,987		1,948,951		1,967,137
Virtus Investment Partners, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (9/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.85	%	9/28/2028		2,853,409		2,845,646		2,834,377
Vistra Energy Corp	Utilities: Electric	2018 Incremental Term Loan	Loan	1M USD LIBOR+	1.75	%		0.00	%		6.38	%	12/31/2025		897,014		896,802		895,023
Vizient, Inc	Healthcare & Pharmaceuticals	Term Loan 4/22	Loan	1M USD SOFR+	2.25	%		0.50	%		6.91	%	5/16/2029		497,500		492,868		496,525
VM Consolidated, Inc.	Construction & Building	Term Loan B (3/21)	Loan	1M USD LIBOR+	3.25	%		0.00	%		7.88	%	3/24/2028		2,185,087		2,183,095		2,180,170
Vouvray US Finance LLC	High Tech Industries	Term Loan	Loan	1M USD SOFR+	6.00	%		1.00	%		10.62	%	9/9/2025		471,250		471,250		442,386
Walker & Dunlop, Inc.	Banking, Finance, Insurance & Real Estate	Term Loan B (12/22)	Loan	1M USD SOFR+	3.00	%		0.50	%		7.72	%	12/15/2028		500,000		490,249		496,250
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan Incremental (11/22)	Loan	1M USD SOFR+	3.00	%		0.50	%		7.62	%	1/19/2028		500,000		490,562		498,960
Warner Music Group Corp. (WMG Acquisition Corp.)	Hotel, Gaming & Leisure	Term Loan G	Loan	1M USD LIBOR+	2.13	%		0.00	%		6.76	%	1/20/2028		1,250,000		1,249,851		1,243,750
Watlow Electric Manufacturing Company	High Tech Industries	Term Loan B	Loan	3M USD SOFR+	3.75	%		0.50	%		8.69	%	3/2/2028		2,456,250		2,447,468		2,417,368
West Corporation	Telecommunications	Term Loan B-3	Loan	3M USD SOFR+	4.00	%		1.00	%		8.93	%	4/9/2027		1,189,119		1,172,865		1,044,939
WEX Inc.	Services: Business	Term Loan B (3/21)	Loan	1M USD LIBOR+	2.25	%		0.00	%		6.88	%	3/31/2028		2,954,924		2,946,492		2,944,582
WildBrain Ltd.	Media: Diversified & Production	Term Loan	Loan	1M USD SOFR+	4.25	%		0.75	%		8.98	%	3/27/2028		1,965,000		1,935,307		1,864,903
Xperi Corporation	High Tech Industries	Term Loan	Loan	1M USD LIBOR+	3.50	%		0.00	%		8.13	%	6/8/2028		2,427,446		2,420,580		2,388,752
Zayo Group, LLC	Telecommunications	Term Loan 4/22	Loan	1M USD SOFR+	4.25	%		0.50	%		8.87	%	3/9/2027		992,500		971,029		842,027
ZEBRA BUYER (Allspring) LLC	Banking, Finance, Insurance & Real Estate	Term Loan 4/21	Loan	3M USD LIBOR+	3.00	%		0.50	%		7.75	%	11/1/2028		880,444		876,985		874,941
Zekelman Industries, Inc.	Metals & Mining	Term Loan (01/20)	Loan	3M USD LIBOR+	2.00	%		0.00	%		6.73	%	1/25/2027		961,471		961,471		948,251
Zest Acquisition Corp.	Healthcare & Pharmaceuticals	Term Loan (1/23)	Loan	1M USD SOFR+	5.50	%		0.00	%		10.07	%	1/31/2028		2,000,000		1,901,512		1,928,340
Zodiac Pool Solutions	Consumer goods: Durable	Term Loan (1/22)	Loan	1M USD SOFR+	2.00	%		0.50	%		6.72	%	1/29/2029		495,000		494,015		490,192
																$	645,599,001	$	605,954,468

	Number of Shares		Cost		Fair Value
Cash and cash equivalents
U.S. Bank Money Market (c)		23,776,950	$	23,776,950	$	23,776,950
Total cash and cash equivalents		23,776,950	$	23,776,950	$	23,776,950

(a)	All or a portion of this investment has an unfunded commitment as of February 28, 2023.

(b)	As of February 28, 2023, 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, 2023.

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

LIBOR—London Interbank Offered Rate

SOFR - Secured Overnight Financing Rate

1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2023 was 4.67%.

3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2023 was 4.97%.

6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2023 was 5.26%.

1M SOFR - The 1 month SOFR rate as of February 28, 2023 was 4.66%.

3M SOFR - The 3 month SOFR rate as of February 28, 2023 was 4.89%.

6M SOFR - The 6 month SOFR rate as of February 28, 2023 was 5.15%.

Prime—The Prime Rate as of February 28, 2023 was 7.75%.

See accompanying notes to financial statements

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 $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 paid a fixed rate of 10.0% per annum and was due and payable in full on October 20, 2033. As of May 31, 2023, 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 May 31, 2023 and February 28, 2023, the Company’s investment in the unsecured note of SLF JV had a fair value of $17.6 million and $17.6 million, respectively, and the Company’s investment in the membership interests of SLF JV had a fair value of $7.7 million and $13.1 million, respectively.

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

For the three months ended May 31, 2023 and May 31, 2022, the Company earned $0.5 million and $0.3 million, respectively, of interest income related to SLF JV, which is included in interest income. As of May 31, 2023 and February 28, 2023, $0.2 million and $0.4 million, respectively, of interest income related to SLF JV was included in interest receivable.

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 paid in full on June 9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing.

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 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 May 31, 2023 and February 28, 2023, the fair value of these Class E Notes were $11.4 million and $11.4 million, respectively.

Note 6. Income Taxes

SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc. each 100% owned by the Company, are each filing standalone C Corporation tax returns for U.S. federal and state tax purposes. As separately regarded entities for tax purposes, these entities are subject to U.S. federal income tax at normal corporate rates. For tax purposes, any distributions by the entities to the parent company would generally need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S. GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in the taxable blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies.

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

Deferred tax assets and liabilities, and related valuation allowance as of May 31, 2023 and February 28, 2023 were as follows:

	May 31, 2023			February 28, 2023
Total deferred tax assets	$	2,393,158		$	2,542,373
Total deferred tax liabilities		(2,949,422	)		(3,008,829	)
Valuation allowance on net deferred tax assets		(2,246,371	)		(2,350,116	)
Net deferred tax liability	$	(2,802,635	)	$	(2,816,572	)

As of May 31, 2023, the valuation allowance on deferred tax assets was $2.2 million, which represents the federal and state tax effect of net operating losses and unrealized losses that we do not believe we will realize through future taxable income. Any adjustments to the Company’s valuation allowance will depend on estimates of future taxable income and will be made in the period such determination is made.

Net income tax expense for the three months ended May 31, 2023 includes ($0.06) million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $0.0 million income tax provision/(benefit) from realized gain/(loss) on investments and $0.01 million net change in total operating expense, in the consolidated statement of operations, respectively. Net income tax expense for the three months ended May 31, 2022 includes $0.4 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, $0.1 million income tax benefit from realized gain (loss) on investments and ($0.1) million net change in total operating expense, in the consolidated statement of operations, respectively.

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

Federal and state income tax (provisions) benefit on investments for the three months ended May 31, 2023 and May 31, 2022:

	For the three months ended
	May 31, 2023			May 31, 2022
Current
Federal	$	-		$	213,842
State		-			(78,503	)
Net current expense		-			135,339
Deferred
Federal		14,909			(296,071	)
State		(972	)		(33,236	)
Net deferred expense		13,937			(329,307	)
Net tax provision	$	13,937		$	(193,968	)

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 6, 2023, our board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive management fee.

Base Management Fee and Incentive Management Fee

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

The incentive management fee consists of the following two parts:

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

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

For the three months ended May 31, 2023 and May 31, 2022, the Company incurred $3.2 million and $0.0 million in incentive fees related to pre-incentive fee net investment income, respectively. For the three months ended May 31, 2023 and May 31, 2022, the Company accrued an expense (benefit) of ($3.1) million and ($1.9) million in incentive fees related to capital gains.

The accrual is calculated using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of May 31, 2023, the base management fees accrual was $4.6 million and the incentive fees accrual was $0.1 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 28, 2023, the base management fees accrual was $4.3 million and the incentive fees accrual was $7.9 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities.

Administration Agreement

On July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with our Manager, pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals thereafter subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable thereunder by the Company was capped at $1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals. Most recently, on July 6, 2023, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to keep the cap on the payment or reimbursement of expenses by the Company unchanged at $3.275 million, while continuing to assess whether to increase this within the foreseeable future, with any increase to be effective August 1, 2023.

For the three months ended May 31, 2023 and May 31, 2022, we recognized $0.8 million and $0.8 million in administrator expenses, respectively, pertaining to bookkeeping, recordkeeping and other administrative services provided to us in addition to our allocable portion of rent and other overhead related expenses. As of May 31, 2023, $0.3 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities. As of February 28, 2023, $0.001 million of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities.

Saratoga CLO

On December 14, 2018, the Company completed the third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $300 million in assets to approximately $500 million.

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

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

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.

For the three months ended May 31, 2023 and May 31, 2022, we recognized management fee income of $0.8 million and $0.8 million, respectively, related to the Saratoga CLO.

For the three months ended May 31, 2023 and May 31, 2022, 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 invests 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 May 31, 2023, the Company’s investment in the SLF JV had a fair value of $25.4 million, consisting of an unsecured loan of $17.6 million and membership interest of $7.7 million. For the three months ended May 31, 2023, the Company had $0.5 million of interest income related to SLF JV of which $0.2 million was included in interest receivable as of May 31, 2023.

As part of the JV CLO trust transaction, the Company purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million.

Note 8. Borrowings

Credit Facility

As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage, or, 150% if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset coverage ratio of 150%. The 150% asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined in the 1940 Act, was 155.7% as of May 31, 2023 and 165.9% as of February 28, 2023.

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

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

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

Encina Credit Facility

On October 4, 2021, the Company entered into the Credit and Security Agreement (the “Credit Agreement”) relating to a $50.0 million senior secured revolving credit facility with the Lender, supported by loans held by SIF II and pledged to the Encina Credit Facility. The terms of the Encina Credit Facility required a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increased 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 originally bore interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate. The commitment termination date was October 4, 2024.

On January 27, 2023, we entered into the first amendment to the Credit Agreement to, among other things:

●

increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million;

●

change the underlying benchmark used to compute interest under the Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment;

●

increase the applicable effective margin rate on borrowings from 4.00% to 4.25%;

●

extend the revolving period from October 4, 2024 to January 27, 2026;

●

extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to such Facility Increase from $75.0 million to $150.0 million;

●

revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and

●

amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement.

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

As of May 31, 2023 and February 28, 2023, there were $35.0 million and $32.5 million outstanding borrowings under the Encina Credit Facility. During the applicable periods, the Company was in compliance with all of the limitations and requirements of the facility. Financing costs of $2.0 million related to the Encina Credit Facility have been capitalized and are being amortized over the term of the facility, with all existing financing costs amortized through January 27, 2026 from the date of the amendment and extension.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $1.1 million and $0.2 million of interest expense related to the Encina Credit Facility, respectively, which includes commitment and administrative agent fees. For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.1 million and $0.1 million of deferred financing costs related to the Encina Credit Facility, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility was 9.41%, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was $46.7 million.

The Encina Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. The Encina Credit Facility has a three-year term. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset) and the value of certain “eligible” loan assets included as part of the borrowing base. Funds may be borrowed at the greater of the prevailing one-month SOFR rate, plus an applicable effective margin of 4.25%. In addition, the Company will pay the lender a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility.

Our borrowing base under the Encina Credit Facility is $88.3 million subject to the Encina Credit Facility cap of $65.0 million at May 31, 2023. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC. Accordingly, the May 31, 2023 borrowing base relies upon the valuations set forth in the Annual Report on Form 10-K for the period ended February 28, 2023. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC.

SBA Debentures

Our wholly owned SBIC Subsidiaries are able to borrow funds from the SBA against regulatory capital (which 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.

Our wholly owned Subsidiaries, SBIC LP, SBIC II LP, and SBIC III LP, received an SBIC license from the SBA on March 28, 2012, August 14, 2019, and September 29, 2022, respectively. SBIC LP’s license provided up to $150.0 million in additional long-term capital in the form of SBA debentures, while SBIC II LP’s and SBIC III LP’s SBIC licenses provide up to $175.0 million each. 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 the third license approval, Saratoga can continue to grow its SBA relationship from $150.0 million to $350.0 million of committed capital.

As of May 31, 2023, we have funded SBIC LP, SBIC II LP and SBIC III LP with an aggregate total of equity capital of $75.0 million, $87.5 million and $66.7 million, respectively, and have $202.0 million in SBA-guaranteed debentures outstanding, of which $27.0 million was held in SBIC LP, $175.0 million held was SBIC II LP and $0.0 million held in SBIC III LP.

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 $24.0 million and have average annual fully taxed net income not exceeding $8.0 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to “smaller enterprises’’ as defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.

The SBIC Subsidiaries 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 the SBIC Subsidiaries will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC Subsidiaries continuing to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to each SBIC Subsidiaries’ assets over our stockholders and debtholders in the event we liquidate such SBIC Subsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC Subsidiary upon an event of default.

The Company received exemptive relief from the SEC to permit it to exclude the debt of our SBIC subsidiaries guaranteed by the SBA from the definition of senior securities in the asset coverage test under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement by permitting it to borrow up to $350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, the board of directors, including a majority of the independent directors of the Company approved of the Company becoming subject to a minimum asset coverage ratio of 150% from 200% under Sections 18(a)(1) and 18(a)(2) of the Investment Company Act, as amended. The 150% asset coverage ratio became effective on April 16, 2019.

As noted above, as of May 31, 2023, there was $202.0 million of SBA debentures outstanding and as of February 28, 2023, there was $202.0 million of SBA debentures outstanding. The carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0 million, $6.0, and $0.4 million related to the SBA debentures issued by SBIC LP, SBIC II LP and SBIC III LP, respectively, have been capitalized and are being amortized over the term of the commitment and drawdown.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $1.5 million and $1.4 million of interest expense related to the SBA debentures, respectively. For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.2 million and $0.2 million of amortization of deferred financing costs related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended May 31, 2023 and May 31, 2022 on the outstanding borrowings of the SBA debentures was 2.88% and 2.58%, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of SBA debentures outstanding was $202.0 million and $214.9 million, respectively.

Notes

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

On May 29, 2015, the Company entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. 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 units of the 7.50% 2020 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 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 aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.

On February 5, 2019, the Company issued an additional $20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million aggregate principal amount of 6.25% 2025 Notes within 30 days. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. The net proceeds from this offering were used for general corporate purposes in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and are being 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 issued and outstanding 6.25% 2025 Notes. The 6.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAF”, and have been delisted following the full redemption on August 31, 2021. The repayment of the 6.25% 2025 Notes resulted in a realized loss on the extinguishment of debt of $1.5 million.

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

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 7.25% 2025 Notes resulted in a realized loss on the extinguishment of debt of $1.0 million.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.0 million and $0.8 million, respectively, of interest expense and $0.00 million and $0.08 million, respectively, of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of the 7.25% 2025 Notes outstanding was $0.0 million and $43.1 million respectively.

On July 9, 2020, the Company issued $5.0 million 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 May 31, 2023, 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. The carrying amount of the amount outstanding of 7.75% 2025 Notes had a fair value of $4.9 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 7.75% 2025 Notes was $5.0 million and $4.9 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.1 million and $0.1 million, respectively, of interest expense and $0.01 million and $0.01 million, respectively, of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 7.75% 2025 Notes outstanding was $5.0 million and $5.0 million respectively.

On December 29, 2020, the Company issued $5.0 million aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% 2027 Notes”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes 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% 2027 Notes 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% 2027 Notes have been capitalized and are being amortized over the term of the Notes.

On January 28, 2021, the Company issued $10.0 million aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% 2027 Notes 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 $0.4 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note.

As of May 31, 2023, the total 6.25% 2027 Notes outstanding was $15.0 million. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note. The carrying amount of the amount outstanding of 6.25% 2027 Notes had a fair value of $13.8 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 6.25% 2027 Notes was $15.0 million and $13.7 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.2 million and $0.2 million, respectively, of interest expense and $0.02 million and $0.02 million, respectively, of amortization of deferred financing costs related to the 6.25% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022 the average dollar amount of 6.25% 2027 Notes outstanding was $15.0 million and $15.0 million respectively.

On March 10, 2021, the Company issued $50.0 million aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% 2026 Notes 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 $1.3 million related to the 4.375% 2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026 Notes.

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

As of May 31, 2023, the total 4.375% 2026 Notes outstanding was $175.0 million. The 4.375% 2026 Notes are not listed and are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The carrying amount of the amount outstanding of 4.375% 2026 Notes had a fair value of $157.5 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 4.375% 2026 Notes was $175.0 million and $156.1 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $1.9 million and $1.9 million, respectively, of interest expense, $0.2 million and $0.2 million, respectively, of amortization of deferred financing costs and $0.06 million and $0.05 million, respectively, of amortization of premium on issuance of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 4.375% 2026 Notes outstanding was $175.0 million and $175.0 million, respectively.

On January 19, 2022, the Company issued $75.0 million aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”) 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% 2027 Notes, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year. The 4.35% 2027 Notes 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 $1.8 million related to the 4.35% 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes.

As of May 31, 2023, the total 4.35% 2027 Notes outstanding was $75.0 million. The 4.35% 2027 Notes are not listed. The carrying amount of the amount outstanding of 4.35% 2027 Notes had a fair value of $65.1 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 4.35% 2027 Notes was $75.0 million and $64.5 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.8 million and $0.8 million, respectively, of interest expense and $0.1 million and $0.1 million, respectively, of amortization of discount and deferred financing costs related to the 4.35% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 4.35% 2027 Notes outstanding was $75.0 million and $75.0 million, respectively.

On April 27, 2022, the Company issued $87.5 million in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the 6.00% 2027 Notes. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million. Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year. 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. Additional offering costs incurred were approximately $0.2 million. 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 financing costs of $0.2 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.

As of May 31, 2023, the carrying amount and fair value of the 6.00% 2027 Notes was $105.5 million and $97.5 million, respectively. The fair value of the 6.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 6.00% 2027 Notes was $105.5 million and $100.4 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $1.6 million and $0.5 million, respectively, of interest expense and $0.2 million and $0.06 million, respectively, of amortization of discount and deferred financing costs related to the 6.00% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 6.00% 2027 Notes outstanding was $105.5 million and $43.8 million, respectively.

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 May 31, 2023, the carrying amount of the 7.00% 2025 Notes was $12.0 million. The 7.00% 2025 Notes are not listed. The carrying amount of the outstanding 7.00% 2025 Notes had a fair value of $11.6 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 7.00% 2025 Notes was $12.0 million and $12.0 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.2 million and $0.0 million, respectively, of interest expense and $0.03 million and $0.0 million, respectively, of amortization of discount and deferred financing costs related to the 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 7.00% 2025 Notes outstanding was $12.0 million and $0.0 million, respectively.

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 $0.2 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 $1.7 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 May 31, 2023, the carrying amount and fair value of the 8.00% 2027 Notes was $46.0 million and $45.6 million, respectively. The fair value of the 8.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.00% 2027 Notes was $46.0 million and $46.4 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.9 million and $0.0 million, respectively, of interest expense and $0.09 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 8.00% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of 8.00% 2027 Notes outstanding was $46.0 million and $0.0 million, respectively.

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 $50.8 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. On December 21, 2022, the underwriters partially exercised their option to purchase an additional $7.9 million in aggregate principal amount of its 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2 million. 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. The net proceeds from this offering were used 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 $2.0 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 share.

As of May 31, 2023, the carrying amount and fair value of the 8.125% 2027 Notes was $60.4 million and $59.0 million, respectively. The fair value of the 8.125% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.125% 2027 Notes was $60.4 million and $61.1 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $1.2 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.00 million, respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022 the average dollar amount of 8.125% 2027 Notes outstanding was $60.4 million and $0.0 million respectively.

On March 31, 2023, the Company issued $10.0 million in aggregate principal amount of our 8.75% fixed-rate notes due 2024 (the “8.75% 2024 Notes”) for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. On May 1, 2023, the Company issued an additional $10.0 million in aggregate principal amount of the 8.75% 2024 Notes for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. Offering costs incurred were approximately $0.03 million. Interest on the 8.75% 2024 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year, beginning May 31, 2023. The 8.75% 2024 Notes mature on March 31, 2024. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and general corporate purposes. Financing costs and discounts of $0.7 million related to the 8.75% 2024 Notes have been capitalized and are being amortized over the term of the 8.75% 2024 Notes.

As of May 31, 2023, the total 8.75% 2024 Notes outstanding was $20.0 million. The 8.75% 2024 Notes are not listed. The carrying amount of the amount outstanding of 8.75% 2024 Notes had a fair value of $20.0 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.75% 2024 Notes was $0.0 million and $0.0 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.2 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.00 million, respectively, of amortization of discount and deferred financing costs related to the 8.75% 2024 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022 the average dollar amount of 8.75% 2024 Notes outstanding was $10.0 million and $0.0 million respectively.

On April 14, 2023, the Company issued $50.0 million in aggregate principal amount of our 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $48.4 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.03 million. On April 26, 2023, the underwriters fully exercised their option to purchase an additional $7.5 million in aggregate principal amount of the 8.50% 2028 Notes. Net proceeds to the Company were $7.3 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year, beginning May 31, 2023. The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from time to time at our option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina Credit Facility, 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 $2.0 million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with a par value of $25.00 per share.

As of May 31, 2023, the carrying amount and fair value of the 8.50% 2028 Notes was $57.5 million and $56.8 million, respectively. The fair value of the 8.50% 2028 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.50% 2028 Notes was $0.0 million and $0.0 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, we recorded $0.7 million and $0.0 million, respectively, of interest expense and $0.05 million and $0.00 million, respectively, of amortization of deferred financing costs related to the 8.50% 2028 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended May 31, 2023 and May 31, 2022 the average dollar amount of 8.50% 2028 Notes outstanding was $28.4 million and $0.0 million respectively.

SENIOR SECURITIES

(dollar amounts in thousands, except per share data)

Class and Year (1)(2)	Total Amount Outstanding Exclusive of Treasury Securities(3)		Asset Coverage per Unit(4)		Involuntary Liquidating Preference per Share(5)		Average Market Value per Share(6)
	(in thousands)
Credit Facility with Encina Lender Finance, LLC
Fiscal year 2024 (as of May 31, 2023)	$	35,000	$	1,557		-		N/A
Fiscal year 2023 (as of February 28, 2023)	$	32,500	$	1,659		-		N/A
Fiscal year 2022 (as of February 28, 2022)	$	12,500	$	2,093		-		N/A
Credit Facility with Madison Capital Funding(14)
Fiscal year 2021 (as of February 28, 2021)	$	-	$	3,471		-		N/A
Fiscal year 2020 (as of February 29, 2020)	$	-	$	6,071		-		N/A
Fiscal year 2019 (as of February 28, 2019)	$	-	$	2,345		-		N/A
Fiscal year 2018 (as of February 28, 2018)	$	-	$	2,930		-		N/A
Fiscal year 2017 (as of February 28, 2017)	$	-	$	2,710		-		N/A
Fiscal year 2016 (as of February 29, 2016)	$	-	$	3,025		-		N/A
Fiscal year 2015 (as of February 28, 2015)	$	9,600	$	3,117		-		N/A
Fiscal year 2014 (as of February 28, 2014)	$	-	$	3,348		-		N/A
Fiscal year 2013 (as of February 28, 2013)	$	24,300	$	5,421		-		N/A
Fiscal year 2012 (as of February 29, 2012)	$	20,000	$	5,834		-		N/A
Fiscal year 2011 (as of February 28, 2011)	$	4,500	$	20,077		-		N/A
Fiscal year 2010 (as of February 28, 2010)	$	-	$	-		-		N/A
Fiscal year 2009 (as of February 28, 2009)	$	-	$	-		-		N/A
Fiscal year 2008 (as of February 29, 2008)	$	-	$	-		-		N/A
Fiscal year 2007 (as of February 28, 2007)	$	-	$	-		-		N/A
7.50% Notes due 2020(7)
Fiscal year 2017 (as of February 28, 2017)	$	-	$	-		-		N/A
Fiscal year 2016 (as of February 29, 2016)	$	61,793	$	3,025		-	$	25.24	(8)
Fiscal year 2015 (as of February 28, 2015)	$	48,300	$	3,117		-	$	25.46	(8)
Fiscal year 2014 (as of February 28, 2014)	$	48,300	$	3,348		-	$	25.18	(8)
Fiscal year 2013 (as of February 28, 2013)	$	-	$	-		-		N/A
Fiscal year 2012 (as of February 29, 2012)	$	-	$	-		-		N/A
Fiscal year 2011 (as of February 28, 2011)	$	-	$	-		-		N/A
Fiscal year 2010 (as of February 28, 2010)	$	-	$	-		-		N/A
Fiscal year 2009 (as of February 28, 2009)	$	-	$	-		-		N/A
Fiscal year 2008 (as of February 29, 2008)	$	-	$	-		-		N/A
Fiscal year 2007 (as of February 28, 2007)	$	-	$	-		-		N/A
6.75% Notes due 2023(9)
Fiscal year 2020 (as of February 29, 2020)	$	-	$	-		-		N/A
Fiscal year 2019 (as of February 28, 2019)	$	74,451	$	2,345		-	$	25.74	(10)
Fiscal year 2018 (as of February 28, 2018)	$	74,451	$	2,930		-	$	26.05	(10)
Fiscal year 2017 (as of February 28, 2017)	$	74,451	$	2,710		-	$	25.89	(10)
8.75% Notes due 2024
Fiscal year 2024 (as of May 31, 2023)	$	20,000	$	1,557		-	$	1,000.00	(12)
6.25% Notes due 2025(13)
Fiscal year 2022 (as of February 28, 2022)		-		-		-		N/A
Fiscal year 2021 (as of February 28, 2021)	$	60,000	$	3,471		-	$	24.24	(11)
Fiscal year 2020 (as of February 29, 2020)	$	60,000	$	6,071		-	$	25.75	(11)
Fiscal year 2019 (as of February 28, 2019)	$	60,000	$	2,345		-	$	24.97	(11)
7.00% Notes due 2025
Fiscal year 2024 (as of May 31, 2023)	$	12,000	$	1,557		-	$	25.00	(12)
Fiscal year 2023 (as of February 28, 2023)	$	12,000	$	1,659		-	$	25.00	(12)
7.25% Notes due 2025(17)
Fiscal year 2023 (as of February 28, 2023)		-		-		-		N/A
Fiscal year 2022 (as of February 28, 2022)	$	43,125	$	2,093		-	$	25.46	(11)
Fiscal year 2021 (as of February 28, 2021)	$	43,125	$	3,471		-	$	25.77	(11)
7.75% Notes due 2025
Fiscal year 2024 (as of May 31, 2023)	$	5,000	$	1,557		-	$	25.00	(12)
Fiscal year 2023 (as of February 28, 2023)	$	5,000	$	1,659		-	$	25.00	(12)
Fiscal year 2022 (as of February 28, 2022)	$	5,000	$	2,093		-	$	25.00	(12)
Fiscal year 2021 (as of February 28, 2021)	$	5,000	$	3,471		-	$	25.00	(12)
4.375% Notes due 2026
Fiscal year 2024 (as of May 31, 2023)	$	175,000	$	1,557		-	$	25.00	(12)
Fiscal year 2023 (as of February 28, 2023)	$	175,000	$	1,659		-	$	25.00	(12)
Fiscal year 2022 (as of February 28, 2022)	$	175,000	$	2,093		-	$	25.00	(12)
4.35% Notes due 2027
Fiscal year 2024 (as of May 31, 2023)	$	75,000	$	1,557		-	$	25.00	(12)
Fiscal year 2023 (as of February 28, 2023)	$	75,000	$	1,659		-	$	25.00	(12)
Fiscal year 2022 (as of February 28, 2022)	$	75,000	$	2,093		-	$	25.00	(12)
6.00% Notes due 2027
Fiscal year 2024 (as of May 31, 2023)	$	105,500	$	1,557		-	$	23.24	(15)
Fiscal year 2023 (as of February 28, 2023)	$	105,500	$	1,659		-	$	23.97	(15)
6.25% Notes due 2027
Fiscal year 2024 (as of May 31, 2023)	$	15,000	$	1,557		-	$	25.00	(12)
Fiscal year 2023 (as of February 28, 2023)	$	15,000	$	1,659		-	$	25.00	(12)
Fiscal year 2022 (as of February 28, 2022)	$	15,000	$	2,093		-	$	25.00	(12)
Fiscal year 2021 (as of February 28, 2021)	$	15,000	$	3,471		-	$	25.00	(12)
8.00% Notes due 2027
Fiscal year 2024 (as of May 31, 2023)	$	46,000	$	1,557		-	$	24.86	(15)
Fiscal year 2023 (as of February 28, 2023)	$	46,000	$	1,659		-	$	25.08	(15)
8.125% Notes due 2027
Fiscal year 2024 (as of May 31, 2023)	$	60,375	$	1,557		-	$	24.88	(15)
Fiscal year 2023 (as of February 28, 2023)	$	60,375	$	1,659		-	$	25.10	(15)
8.50% Notes due 2028
Fiscal year 2024 (as of May 31, 2023)	$	57,500	$	1,557		-	$	24.91	(16)

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

Not applicable for credit facility because not registered for public trading.

(7)

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

(8)	Based on the average daily trading price of the 7.50% 2020 Notes on the NYSE.

(9)	On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.45 million, respectively, in aggregate principal amount of the $74.45 million in aggregate principal amount of issued and outstanding 6.75% 2023 Notes.

(10)	Based on the average daily trading price of the 6.75% 2023 Notes on the NYSE.

(11)	Based on the average daily trading price of the 6.25% 2025 Notes on the NYSE.

(12)

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

(13)

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

(14)

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

(15)

Based on the average daily trading price of the 6.00% 2027 Notes on the NYSE.

(16)

Based on the average daily trading price of the 8.50% 2028 Notes on the NYSE.

(17)

On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes.

Note 9. Commitments and Contingencies

Contractual Obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at May 31, 2023:

			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)
Encina credit facility	$	35,000	$	-	$	35,000	$	-	$	-
SBA debentures		202,000		-		27,000		-		175,000
8.75% 2024 Notes		20,000		20,000		-		-		-
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		-
6.00% 2027 Notes		105,500		-		-		105,500		-
6.25% 2027 Notes		15,000		-		-		15,000		-
8.00% 2027 Notes		46,000		-		-		46,000		-
8.125% 2027 Notes		60,375		-		-		60,375		-
8.50% 2028 Notes		57,500		-		-		57,500		-
Total Long-Term Debt Obligations	$	808,375	$	20,000	$	254,000	$	359,375	$	175,000

Off-Balance Sheet Arrangements

As of May 31, 2023 and February 28, 2023, the Company’s off-balance sheet arrangements consisted of $143.0 million and $108.8 million, respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.

A summary of the unfunded commitments outstanding as of May 31, 2023: and February 28, 2023: is shown in the table below (dollars in thousands):

	May 31, 2023		February 28, 2023
At Company’s discretion
ActiveProspect, Inc.	$	10,000	$	10,000
Ascend Software, LLC		5,000		5,000
Granite Comfort, LP		750		15,000
JDXpert		5,000		5,000
LFR Chicken LLC		4,000		4,000
Pepper Palace, Inc.		3,000		3,000
Procurement Partners, LLC		4,250		4,250
Saratoga Senior Loan Fund I JV, LLC		8,548		8,548
Sceptre Hospitality Resources, LLC		5,000		5,000
Stretch Zone Franchising, LLC		3,750		-
VetnCare MSO, LLC		10,000		-
Total	$	59,298	$	59,798

At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Alpha Aesthetics Partners OpCo, LLC	$	8,600	$	-
ARC Health OpCo LLC		5,463		10,773
Artemis Wax Corp.		8,500		8,500
Ascend Software, LLC		3,200		3,200
Axero Holdings, LLC - Revolver		500		500
BQE Software, Inc.		4,000		-
C2 Educational Systems		3,000		-
Exigo, LLC		4,167		4,167
Exigo, LLC - Revolver		1,042		833
Gen4 Dental Partners Holdings, LLC		9,186		11,000
GoReact		1,000		2,500
JDXpert		-		1,000
Modis Dental Partners OpCo, LLC		7,500		-
Pepper Palace, Inc. - Delayed Draw Term Loan		2,000		2,000
Pepper Palace, Inc. - Revolver		2,500		2,500
Procurement Partners, LLC		1,000		1,000
Stretch Zone Franchising, LLC		1,500		-
VetnCare MSO, LLC		19,500		-
Zollege PBC		1,000		1,000
		83,658		48,973
Total	$	142,956	$	108,771

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of May 31, 2023, the Company had May 31, 2023, the Company had total cash and cash equivalents of $53.2 million and $30.0 million in available borrowings under the Encina Credit Facility.

Note 10. Directors Fees

The independent directors each receive an annual fee of $70,000. They also receive $3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $12,500 and the chairman of each other committee receives an annual fee of $6,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of NAV or the market price at the time of payment. No compensation is paid to directors who are “interested persons” of the Company (as defined in Section 2(a)(19) of the 1940 Act). For the three months ended May 31, 2023 and May 31, 2022, we incurred $0.09 million and $0.1 million for directors’ fees and expenses, respectively. As of May 31, 2023 and February 28, 2023, $0.0 million and $0.01 million in directors’ fees and expenses were accrued and unpaid, respectively. As of May 31, 2023, we had not issued any common stock to our directors as compensation for their services.

Note 11. Stockholders’ Equity

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

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

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

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

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

On September 24, 2014, the Company announced the approval of an open market share repurchase plan that originally 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”). Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares of common stock that may be purchased under the Share Repurchase Plan. Most recently, 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 that may be repurchased under the Share Repurchase Plan to 1.7 million shares of common stock. As of May 31, 2023, the Company purchased 1,035,203 shares of common stock, at the average price of $22.05 for approximately $22.8 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2023 the Company purchased 88,576 shares of common stock, at the average price $24.36 for approximately $2.2 million pursuant to the Share Repurchase Plan.

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

On July 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 July 30, 2021, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (collectively the “Agents”), through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal for their account (the “ATM Program”). As of May 31, 2023, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three months ended May 31, 2023, there were no shares sold pursuant to the equity distribution agreement with the Agents.

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:

										Total
	Common Stock						Capital in Excess			Distributable Earnings
	Shares			Amount			of Par Value			(Loss)			Net Assets
Balance at February 28, 2022	12,131,350			$	12,131		$	328,062,246		$	27,706,146		$	355,780,523
Increase (Decrease) from Operations:
Net investment income		-			-			-			7,976,222			7,976,222
Net realized gain (loss) from investments		-			-			-			162,509			162,509
Income tax (provision) benefit from realized gain on investments		-			-			-			69,250			69,250
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(9,333,449	)		(9,333,449	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(361,951	)		(361,951	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(6,428,817	)		(6,428,817	)
Capital Share Transactions:
Proceeds from issuance of common stock		-			-			-			-			-
Stock dividend distribution		42,825			43			1,108,637			-			1,108,680
Repurchases of common stock		(142,177	)		(142	)		(3,734,174	)		-			(3,734,316	)
Repurchase fees		-			-			(2,840	)		-			(2,840	)
Offering costs		-			-			-			-			-
Balance at May 31, 2022		12,031,998		$	12,032		$	325,433,869		$	19,789,910		$	345,235,811
Increase (Decrease) from Operations:
Net investment income		-			-			-			7,698,014			7,698,014
Net realized gain (loss) from investments		-			-			-			7,943,838			7,943,838
Realized losses on extinguishment of debt		-			-			-			(1,204,809	)		(1,204,809	)
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(13,258,456	)		(13,258,456	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(230,154	)		(230,154	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(6,369,981	)		(6,369,981	)
Capital Share Transactions:
Stock dividend distribution		48,590			49			1,088,139			-			1,088,188
Repurchases of common stock		(153,350	)		(154	)		(3,685,951	)		-			(3,686,105	)
Repurchase fees		-			-			(3,071	)		-			(3,071	)
Balance at August 31, 2022		11,927,238		$	11,927		$	322,832,986		$	14,368,362		$	337,213,275

Increase (Decrease) from Operations:
Net investment income		-			-			-			9,877,437			9,877,437
Net realized gain (loss) from investments		-			-			-			(740,434	)		(740,434	)
Income tax (provision) benefit from realized gain on investments		-			-			-			479,318			479,318
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(3,176,208	)		(3,176,208	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(425,848	)		(425,848	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(6,433,298	)		(6,433,298	)
Capital Share Transactions:
Stock dividend distribution		52,312			53			1,150,881			-			1,150,934
Repurchases of common stock		(94,071	)		(95	)		(2,179,600	)		-			(2,179,695	)
Repurchase fees		-			-			(1,881	)		-			(1,881	)
Balance at November 30, 2022		11,885,479		$	11,885		$	321,802,386		$	13,949,329		$	335,763,600

Increase (Decrease) from Operations:
Net investment income		-			-			-			9,649,474			9,649,474
Net realized gain (loss) from investments		-			-			-			80,683			80,683
Realized losses on extinguishment of debt		-			-			-			(382,274	)		(382,274	)
Net change in unrealized appreciation (depreciation) on investments		-			-			-			10,549,981			10,549,981
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			(697,380	)		(697,380	)
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(8,081,306	)		(8,081,306	)
Capital Share Transactions:
Stock dividend distribution		53,615			55			1,300,405			-			1,300,460
Repurchases of common stock		(48,594	)		(49	)		(1,224,175	)		-			(1,224,224	)
Repurchase fees		-			-			(972	)		-			(972	)
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles		-			-			16,162			(16,162	)		-
Balance at February 28, 2023		11,890,500		$	11,891		$	321,893,806		$	25,052,345		$	346,958,042
Increase (Decrease) from Operations:
Net investment income		-			-			-			15,958,950			15,958,950
Net realized gain (loss) from investments		-			-			-			90,691			90,691
Income tax (provision) benefit from realized gain on investments		-			-			-			-			-
Net change in unrealized appreciation (depreciation) on investments		-			-			-			(16,322,307	)		(16,322,307	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		-			-			-			59,407			59,407
Decrease from Shareholder Distributions:
Distributions of investment income – net		-			-			-			(8,193,402	)		(8,193,402	)
Capital Share Transactions:
Stock dividend distribution		45,818			47			1,058,797			-			1,058,844
Repurchases of common stock		(88,576	)		(90	)		(2,157,515	)		-			(2,157,605	)
Repurchase fees		-			-			(1,772	)		-			(1,772	)
Balance at May 31, 2023		11,847,742		$	11,848		$	320,793,316		$	16,645,684		$	337,450,848

Note 12. Earnings Per Share

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

The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three months ended May 31, 2023 and May 31, 2022 (dollars in thousands except share and per share amounts):

	For the three months ended
Basic and Diluted	May 31, 2023			May 31, 2022
Net increase (decrease) in net assets resulting from operations	$	(213	)	$	(1,487	)
Weighted average common shares outstanding		11,862,163			12,112,372
Weighted average earnings (loss) per common share	$	(0.02	)	$	(0.12	)

Note 13. Dividend

On May 22, 2023, the Company declared a dividend of $0.70 per share payable on June 29, 2023, to common stockholders of record on June 13, 2023. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP.

The following table summarizes dividends declared for the three months ended May 31, 2023 (dollars in thousands except per share amounts):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Amount*
May 22, 2023	June 13, 2023	June 29, 2023	$	0.70	$	8,352	⁽¹⁾
Total dividends declared			$	0.70	$	8,352

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

(1)

Based on shareholder elections, the dividend consisted of approximately $7.6 million in cash and 29,628 newly issued shares of common stock, or 0.2% 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 $25.29 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22, 23, 26, 27, 28, and 29, 2023.

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

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

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

Note 14. Financial Highlights

The following is a schedule of financial highlights as of and for the three months ended May 31, 2023 and May 31, 2022:

Per share data	May 31, 2023			May 31, 2022
Net asset value at beginning of period	$	29.18		$	29.33
Net investment income(1)		1.35			0.66
Net realized and unrealized gain and losses on investments(1)		(1.36	)		(0.78	)
Net increase in net assets resulting from operations		(0.01	)		(0.12	)
Distributions declared from net investment income		(0.69	)		(0.53	)
Total distributions to stockholders		(0.69	)		(0.53	)
Issuance of common stock above net asset value (2)		-			-
Repurchases of common stock(3)		0.04			0.04
Dilution(4)		(0.04	)		(0.02	)
Net asset value at end of period	$	28.48		$	28.69
Net assets at end of period	$	337,450,848		$	345,235,811
Shares outstanding at end of period		11,847,742			12,031,998
Per share market value at end of period	$	28.10		$	26.57
Total return based on market value(5)(6)		5.04	%		(1.30	)%
Total return based on net asset value(5)(7)		0.52	%		(0.13	)%
Ratio/Supplemental data:
Ratio of net investment income to average net assets(8)		18.64	%		7.42	%
Expenses:
Ratios of Operating Expenses and Income Taxes to average net assets*(9)		7.98	%		6.49	%
Ratio of incentive management fees to average net assets(5)		0.03	%		-0.54	%
Ratio of interest and debt financing expenses to average net assets(9)		13.59	%		7.77	%
Ratio of total expenses and income taxes to average net assets*(8)		21.60	%		13.72	%
Portfolio turnover rate(5)(10)		1.09	%		1.18	%
Asset coverage ratio per unit(11)		1,557			1,793
Average market value per unit
Revolving Credit Facility(12)		N/A			N/A
SBA Debentures Payable(12)		N/A			N/A
8.75% Notes Payable 2024(12)		N/A			N/A
6.00% Notes Payable 2025(12)		N/A			N/A
7.25% Notes Payable 2025(13)		N/A		$	25.42
7.75% Notes Payable 2025(12)		N/A			N/A
4.375% Notes Payable 2026(12)		N/A			N/A
4.35% Notes Payable 2027(12)		N/A			N/A
6.00% Notes Payable 2027	$	23.24		$	24.70
6.25% Notes Payable 2027(12)		N/A			N/A
8.00% Notes Payable 2027	$	24.86			N/A
8.125% Notes Payable 2027	$	24.88			N/A
8.50% Notes Payable 2028	$	24.91			N/A

*	Certain prior period amounts have been reclassified to conform to current period presentation.
(1)	Per share amounts are calculated using the weighted average shares outstanding during the period.
(2)	The continuous issuance of common stock may cause an incremental increase in 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 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)	Ratios are not annualized.
(6)	Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total investment return does not reflect brokerage commissions.
(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)	Ratios are annualized. Incentive management fees included within the ratio are not annualized.
(9)	Ratios are annualized.
(10)	Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value.
(11)	Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. Asset coverage ratio per unit does not include unfunded commitments. The inclusion of unfunded commitments in the calculation of the asset coverage ratio per unit would not cause us to be below the required amount of regulatory coverage.
(12)	The Revolving Credit Facility, SBA Debentures, 8.75% 2024 Notes, 6.00% 2025 Notes, 7.75% 2025 Notes, 4.375% 2026 Notes, 4.35% 2027 Notes and 6.25% 2027 Notes are not registered for public trading.
(13)	On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the $43.1 million in aggregate principal amount of issued and outstanding 7.25% 2025 Notes and are no longer listed on the NYSE.

Note 15. Subsequent Events

On July 6, 2023, we increased the maximum amount of shares of our common stock to be sold through the ATM Program to $300.0 million from $150.0 million. In connection with the upsize of the ATM Program, we entered into amendment no. 2 to the equity distribution agreement (“Amendment No. 2”), dated July 10, 2023 (as amended from time to time, the “Equity Distribution Agreement”), with the Agents. Under the Equity Distribution Agreement, we may, but have no obligation to, issue and sell up to $300.0 million in aggregate amount of our shares of common stock in the ATM Program, from time to time through the Agents, or to them, as principal for their own account.

The Agents will receive a commission from us up to 1.5% of the gross sales price of any shares of our common stock sold through the Agents under the Equity Distribution Agreement. The sales price per share of our common stock offered under the ATM Program, less the Agents’ commission, will not be less than the NAV per share of our common stock at the time of such sale. Saratoga Investment Advisors may, from time to time and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share.

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, 2023.

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;

●

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 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, including their ability to achieve our respective objectives as a result of the current economic conditions caused by, among other things, the COVID-19 pandemic, elevated levels of inflation, and a rising interest rate environment, and the effects of the disruptions caused thereby on our ability to continue to effectively manage our business;

●

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

●

our contractual arrangements and relationships with third parties;

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the dependence of our future success on the general economy and its impact on the industries in which we invest;

●

the ability of our portfolio companies to achieve their objectives;

●

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;

	●	the impact of interest rate volatility, including the decommissioning of LIBOR, 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.

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

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

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

OVERVIEW

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

Corporate History

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

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

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

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

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

On March 28, 2012, our wholly owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received an SBIC license from the Small Business Administration (the “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, the Company’s wholly owned subsidiary, 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 “7.50% 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 7.50% 2020 Notes were listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “SAQ” with a par value of $25.00 per note. The 7.50% 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 originally 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”). Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares of common stock that may be purchased under the Share Repurchase Plan. Most recently, 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 that may be repurchased under the Share Repurchase Plan to 1.7 million shares of common stock. As of May 31, 2023, the Company purchased 1,035,203 shares of common stock, at the average price of $22.05 for approximately $22.8 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2023 the Company purchased 88,576 shares of common stock, at the average price of $24.36 for approximately $2.2 million pursuant to the Share Repurchase Plan.

On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. 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 sold 539,725 units of the 7.50% 2020 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 unsecured notes due 2023 (the “6.75% 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 exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 6.75% 2023 Notes within 30 days. The 6.75% 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 $24.45 million, respectively, in aggregate principal amount of the 6.75% 2023 Notes and they 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, we amended our equity distribution agreement to add BB&T Capital Markets and B. Riley FBR, Inc. as sales agents in our ATM offering. On July 11, 2019, the amount of the common stock to be offered through this offering 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. As of February 28, 2021, we 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). This equity distribution agreement was terminated as of July 29, 2021 and, as of that date, we 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 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 has also been upsized from $300 million in assets to approximately $500 million. As part of this refinancing and upsizing, the Company invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $7.5 million in aggregate principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $4.5 million of Class F notes and $20.0 million CLO 2013-1 Warehouse Loan were repaid.

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 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 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 Notes. 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 aggregate principal amount of our 6.25% fixed-rate Notes due in 2027 (the “6.25% 2027 Notes”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% 2027 Notes 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% 2027 Notes have been capitalized and are being amortized over the term of the Notes. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note.

On January 28, 2021, the Company issued $10.0 million aggregate principal amount of our 6.25% fixed rate Notes due in 2027 (the “Second 6.25% 2027 Notes”) for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.1 million. Interest on the Second 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The Second 6.25% 2027 Notes 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 $0.4 million related to the Second 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes. The Second 6.25% 2027 Notes are not listed 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 repaid.

On March 10, 2021, the Company issued $50.0 million aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year, beginning August 28, 2021. The 4.375% 2026 Notes 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 $1.3 million related to the 4.375% 2026 Notes have been capitalized and are being amortized over the term of the Notes.

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

On July 30, 2021, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (the “Agents”), through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal for their account (the “ATM Program”). As of May 31, 2023, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three months ended May 31, 2023, there were no shares sold pursuant to the equity distribution agreement with the Agents.

The Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility required a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increased 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 January 27, 2023, among other things, the borrowings available under the Encina Credit Facility was increased from up to $50.0 million to up to $65.0 million, the underlying benchmark rate used to compute interest changed from LIBOR to Term SOFR for one-month tenor plus a 0.10% credit spread adjustment; the applicable effective margin rate on borrowings increased from 4.00% to 4.25% and the maturity date was extended from October 4, 2024 to January 27, 2026.

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

On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).

For the three months ended May 31, 2023 and May 31, 2022, the Company earned $0.5 million and $0.3 million, respectively, 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 note paid a fixed rate of 10.00% per annum and is due and payable in full on October 20, 2033. 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 (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies; 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 Topic810, Consolidation, concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.

100

On January 19, 2022, the Company issued $75.0 million aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”) 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% 2027 Notes, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.35% 2027 Notes 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% 2027 Notes 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 $1.8 million related to the 4.35% 2027 Notes have been capitalized and are being amortized over the term of the Notes.

On April 27, 2022, the Company issued $87.5 million 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 $3.5 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 $0.2 million. Additional financing costs of $0.2 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, the Company’s wholly owned subsidiary, SBIC III LP, also received an SBIC license from the SBA. SBIC III LP’s SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA debentures.

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 May 31, 2023 and February 28, 2023, the fair value of these Class E Notes were $11.4 million and $11.4 million, respectively.

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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 $50.8 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. On December 21, 2022, the underwriters partially exercised their option to purchase an additional $7.9 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. 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. The net proceeds from this offering were used 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 $2.0 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 share.

On March 31, 2023, the Company issued $10.0 million in aggregate principal amount of our 8.75% fixed-rate notes due 2024 (the “8.75% 2024 Notes”) for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. On May 1, 2023, the Company issued an additional $10.0 million in aggregate principal amount of the 8.75% 2024 Notes for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. Offering costs incurred were approximately $0.03 million. Interest on the 8.75% 2024 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year, beginning May 31, 2023. The 8.75% 2024 Notes mature on March 31, 2024. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and general corporate purposes. Financing costs of $0.7 million related to the 8.75% 2024 Notes have been capitalized and are being amortized over the term of the 8.75% 2024 Notes.

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.

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Investment Valuation

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

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

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

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

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

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

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

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

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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 a valuation for our investment in Saratoga CLO.

In December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted new Rule 2a-5 under the 1940 Act (“Rule 2a-5”) that established a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate the investment adviser 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”), that provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded 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.

Revenue Recognition

Income Recognition

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

Payment-in-Kind Interest

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

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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, amendment, redemption 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 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 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, we entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1 Warehouse 2 Ltd. was repaid in full.

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.

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

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

Expenses

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

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organization;

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

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

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

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

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offerings of our common stock and other securities;

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investment advisory and management fees;

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

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transfer agent and custodial fees;

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federal and state registration fees;

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

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U.S. federal, state and local taxes;

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independent directors’ fees and expenses;

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

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

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

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

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

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

The incentive fee had two parts:

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

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

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

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

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

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

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

Capital Gains Incentive Fee

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

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820),” which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU No. 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU No. 2022-03’s amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2022-03 on its consolidated financial statements.

In March 2020, the FASB issued “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 established Topic 848 to provide relief during the temporary transition period and includes a sunset provision based on expectations of when the London Interbank Offered Rate (“LIBOR”) would cease being published. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. With the adoption of ASU 2022-06, there was no significant impact to the Company’s financial position.

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Portfolio and Investment Activity

Investment Portfolio Overview

	May 31, 2023			February 28, 2023
	($ in millions)
Number of investments(1)		137			115
Number of portfolio companies(2)		56			49
Average investment per portfolio company(2)	$	18.8		$	19.0
Average investment size(1)	$	7.8		$	8.3
Weighted average maturity(3)		3.2 yrs			2.9 yrs
Number of industries (5)		42			40
Non-performing or delinquent investments (fair value)	$	9.8		$	9.8
Fixed rate debt (% of interest earning portfolio)(3)	$	8.5(0.9	)%	$	8.2(1.0	)%
Fixed rate debt (weighted average current coupon)(3)		12.3	%		12.2	%
Floating rate debt (% of interest earning portfolio)(3)	$	936.3(99.1	)%	$	817.1(99.0	)%
Floating rate debt (weighted average current spread over LIBOR)(3)(4)		7.3	%		7.0	%

(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-2-R-3 Notes 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 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 May 31, 2023, we invested $139.8 million in new and existing portfolio companies and had $11.1 million in aggregate amount of exits and repayments resulting in net investments of $128.8 million for the period. During the three months ended May 31, 2022, we invested $97.2 million in new and existing portfolio companies and had $10.1 million in aggregate amount of exits and repayments resulting in net repayments of $87.1 million for the period.

Portfolio Composition

Our portfolio composition at May 31, 2023: and February 28, 2023: at fair value was as follows:

	May 31, 2023						February 28, 2023
	Percentage of Total Portfolio			Weighted Average Current Yield			Percentage of Total Portfolio			Weighted Average Current Yield
First lien term loans		84.7	%		12.9	%		82.1	%		12.3	%
Second lien term loans		1.4			5.4			1.5			5.3
Unsecured term loans		1.9			9.8			2.1			9.8
Structured finance securities		3.1			9.3			4.3			7.4
Equity interests		8.9			-			10.0			-
Total		100.0	%		11.4	%		100.0	%		10.7	%

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At May 31, 2023, our investment in the subordinated notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $13.7 million and constituted 1.3% of our portfolio. This investment constitutes a first loss position in a portfolio that, as of May 31, 2023 and February 28, 2023, was composed of $652.8 million and $658.0 million, respectively, in aggregate principal amount of primarily senior secured first lien term loans. In addition, as of May 31, 2023, 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, 2023).

We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at May 31, 2023, $586.0 million or 99.2% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and one Saratoga CLO portfolio investments was in default with a fair value of $0.3 million. At February 28, 2023, $585.2 million or 96.6% 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, 2023.

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 May 31, 2023 and February 28, 2023 was as follows:

Saratoga Investment Corp.

	May 31, 2023					February 28, 2023
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	929,109		85.7	%	$	808,791		83.2	%
Yellow		33,246		3.1			34,172		3.5
Red		-		0.0			-		0.0
N/A(1)		121,743		11.2			129,627		13.3
Total	$	1,084,098		100.0	%	$	972,590		100.0	%

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

The CMR distribution of Saratoga CLO investments at May 31, 2023 and February 28, 2023 was as follows:

Saratoga CLO

	May 31, 2023					February 28, 2023
Color Score	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Green	$	532,507		90.1	%	$	544,424		89.9	%
Yellow		53,513		9.1			40,812		6.7
Red		4,837		0.8			20,718		3.4
N/A(1)		-		0.0			-		0.0
Total	$	590,857		100.0	%	$	605,954		100.0	%

(1)

Comprised of Saratoga CLO’s equity interests.

110

Portfolio composition by industry grouping at fair value

The following table shows our portfolio composition by industry grouping at fair value at May 31, 2023 and February 28, 2023:

Saratoga Investment Corp.

	May 31, 2023					February 28, 2023
	Investments At Fair Value		Percentage of Total Portfolio			Investments At Fair Value		Percentage of Total Portfolio
	($ in thousands)
Healthcare Software	$	119,103		11.0	%	$	119,124		12.2	%
IT Services		83,994		7.8			87,167		9.0
HVAC Services and Sales		68,384		6.3			54,450		5.6
Consumer Services		63,458		5.9			63,642		6.6
Real Estate Services		53,093		4.9			53,406		5.5
Education Software		46,177		4.3			44,955		4.6
Hospitality/Hotel		38,139		3.5			37,972		3.9
Education Services		37,213		3.4			34,489		3.5
Structured Finance Securities(1)		33,906		3.1			41,363		4.4
Healthcare Services		31,760		2.9			26,286		2.7
Health/Fitness Franchisor		31,700		2.9			-		-
Talent Acquisition Software		27,005		2.5			25,999		2.7
Sports Management		26,800		2.5			26,711		2.7
Financial Services		26,262		2.4			26,218		2.7
Investment Fund		25,367		2.3			30,726		3.2
Direct Selling Software		25,236		2.3			25,771		2.7
Restaurant		24,963		2.3			24,826		2.6
Architecture & Engineering Software		24,255		2.2			-		-
Specialty Food Retailer		23,417		2.2			24,411		2.5
Mental Healthcare Services		23,405		2.2			16,922		1.7
Mentoring Software		23,033		2.1			21,359		2.2
Dental Practice Management		22,807		2.1			12,151		1.2
Legal Software		20,700		1.9			20,699		2.1
Corporate Education Software		19,268		1.8			19,063		2.0
Marketing Orchestration Software		18,715		1.7			18,715		1.9
Association Management Software		18,185		1.7			-		-
Insurance Software		17,006		1.6			16,761		1.7
Non-profit Services		14,109		1.3			13,095		1.3
Employee Collaboration Software		13,021		1.2			13,052		1.3
Lead Management Software		12,120		1.1			12,090		1.2
Research Software		10,683		1.0			10,677		1.1
Alternative Investment Management Software		10,590		1.0			10,459		1.1
Field Service Management		9,901		0.9			9,958		1.0
Roofing Contractor Software		9,900		0.9			-		-
Industrial Products		9,325		0.9			9,608		1.0
Financial Services Software		9,121		0.8			9,096		0.9
Office Supplies		6,595		0.6			6,373		0.7
Cyber Security		2,466		0.2			2,509		0.3
Staffing Services		2,123		0.2			2,079		0.2
Veterinary Services		495		0.1			-		-
Facilities Maintenance		298		0.0			408		0.0
Healthcare Supply		-		0.0			-		-
Total		1,084,098		100.0	%	$	972,590		100.0	%

(1)	As of May 31, 2023 and February 28, 2023, 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.

111

The following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at May 31, 2023 and February 28, 2023:

Saratoga CLO

	May 31, 2023					February 28, 2023
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Banking, Finance, Insurance & Real Estate	$	111,362		18.8	%	$	114,570		18.9	%
Services: Business		68,281		11.5			65,947		10.9
High Tech Industries		52,401		8.9			52,636		8.7
Healthcare & Pharmaceuticals		36,095		6.1			38,952		6.4
Services: Consumer		32,718		5.5			34,544		5.7
Consumer goods: Durable		22,841		3.9			24,887		4.1
Retail		23,934		4.0			24,049		4.0
Chemicals, Plastics, & Rubber		25,612		4.3			23,857		3.9
Telecommunications		22,558		3.8			22,514		3.7
Automotive		20,145		3.4			20,410		3.4
Media: Advertising, Printing & Publishing		20,290		3.4			20,309		3.4
Containers, Packaging & Glass		18,541		3.1			18,239		3.0
Beverage, Food & Tobacco		14,018		2.4			14,501		2.4
Hotel, Gaming & Leisure		15,415		2.6			14,315		2.4
Construction & Building		13,870		2.3			13,875		2.3
Consumer goods: Non-durable		13,035		2.2			13,734		2.3
Aerospace & Defense		12,411		2.1			13,688		2.3
Media: Broadcasting & Subscription		10,417		1.8			11,143		1.8
Media: Diversified & Production		9,312		1.6			9,279		1.5
Capital Equipment		5,667		1.0			8,450		1.4
Transportation: Cargo		8,724		1.5			8,236		1.4
Wholesale		8,084		1.4			8,011		1.3
Utilities: Oil & Gas		7,167		1.2			7,246		1.2
Transportation: Consumer		3,390		0.6			6,844		1.1
Metals & Mining		3,733		0.6			3,239		0.5
Forest Products & Paper		3,100		0.5			3,190		0.5
Energy: Oil & Gas		1,691		0.3			2,676		0.4
Utilities: Electric		2,333		0.4			2,353		0.4
Environmental Industries		2,215		0.4			2,155		0.4
Energy: Electricity		2,018		0.3			2,105		0.3
Total	$	591,378	$	100	%	$	605,954	$	100	%

Portfolio composition by geographic location at fair value

The following table shows our portfolio composition by geographic location at fair value at May 31, 2023 and February 28, 2023. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

	May 31, 2023					February 28, 2023
	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
	($ in thousands)
Southeast	$	305,772		28.2	%	$	247,192		25.4	%
Midwest		224,570		20.7			199,944		20.6
West		213,620		19.7			173,283		17.8
Northeast		132,757		12.2			133,158		13.7
Southwest		124,942		11.5			123,744		12.7
Northwest		2,465		0.2			92,760		9.5
Other(1)		79,972		7.4			2,509		0.3
Total	$	1,084,098		100.0	%	$	972,590		100.0	%

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

112

Results of operations

Operating results for the three months ended May 31, 2023 and May 31, 2022 was as follows:

	For the three months ended
	May 31, 2023			May 31, 2022
	($ in thousands)
Total investment income	$	34,632		$	18,679
Total operating expenses		18,673			10,703
Net investment income		15,959			7,976
Net realized gain (loss) from investments		91			163
Income tax (provision) benefit from realized gain on investments		-			69
Net change in unrealized appreciation (depreciation) on investments		(16,322	)		(9,333	)
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments		59			(362	)
Net increase (decrease) in net assets resulting from operations	$	(213	)	$	(1,487	)

Investment income

The composition of our investment income for three months ended May 31, 2023 and May 31, 2022 was as follows:

	For the three months ended
	May 31, 2023		May 31, 2022
	($ in thousands)
Interest from investments	$	29,558	$	16,606
Interest from cash and cash equivalents		804		-
Management fee income		817		816
Dividend Income		1,841		300
Structuring and advisory fee income		1,429		853
Other income		183		104
Total investment income	$	34,632	$	18,679

113

For the three months ended May 31, 2023, total investment income increased $16.0 million, or 85.4%, to $34.6 million from $18.7 million for the three months ended May 31, 2022. Interest income from investments increased $13.0 million, or 78.0%, to $29.6 million for the three months ended May 31, 2023 from $16.6 million for the three months ended May 31, 2022. Interest income from investment increased due to the increase of $189.6 million, or 21.2%, in total investments at May 31, 2023 from $894.5 million at May 31, 2022 to $1,084.1 million as of May 31, 2023, combined with the increase in the weighted average current yield on investments to 11.4%, up from 7.7% at May 31, 2022.

For the three months ended May 31, 2023 and May 31, 2022, total PIK income was $0.5 million and $0.2 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, interest from cash and cash equivalents was $0.8 million and $0.0 million, respectively. The increase of $0.8 million was due to the fact that cash and cash equivalents were earning close to zero interest during the three months ended May 31, 2022.

Management fee income reflects the fee income received for managing the Saratoga CLO. For the three months ended May 31, 2023 and May 31, 2022, total management fee income was $0.8 million and $0.8 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, total dividend income was $1.8 million and $0.3 million, respectively. Dividends received is recorded in the consolidated statements of operations when earned, and the increase primarily reflects dividend income or $1.8 million received on the Company’s membership interest in SLF JV during the three months ended May 31, 2023.

For the three months ended May 31, 2023 and May 31, 2022, total structuring and advisory fee income was $1.4 million and $0.9 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 months ended May 31, 2023 and May 31, 2022, other income was $0.2 million and $0.1 million, respectively. Other income includes origination fees, monitoring and amendment fees and prepayment fees and is recorded in the consolidated statements of operations when earned. The increase was driven primarily by amendment fees earned in the quarter.

Operating expenses

The composition of our operating expenses for the three months ended May 31, 2023 and May 31, 2022 was as follows:

	For the three months ended
	May 31, 2023		May 31, 2022
	($ in thousands)
Interest and debt financing expenses	$	11,693	$	6,872
Base management fees		4,564		3,802
Incentive management fees expense (benefit)		103		(1,903	)
Professional fees		486		417
Administrator expenses		819		750
Insurance		82		87
Directors fees and expenses		89		110
General & administrative and other expenses		831		667
Income tax expense (benefit)		6		(99	)
Total operating expenses	$	18,673	$	10,703

114

For the three months ended May 31, 2023, total operating expenses increased $8.0 million, or 74.5%, compared to the three months ended May 31, 2022.

For the three months ended May 31, 2023, interest and debt financing expenses increased $4.8 million, or 70.2%, compared to the three months ended May 31, 2022. The increase is primarily attributable to an increase of 32.1% in average outstanding debt from $591.3 million for the three months ended May 31, 2022 to $781.0 million for the three months ended May 31, 2023, primarily reflecting (i) the issuance of the 6.00% 2027 Notes, the 8.00% 2027 Notes, 7.00% 2025 Notes, and 8.125% 2027 Notes during the year ended February 28, 2023, and (ii) the issuance of the 8.75% 2024 Notes and the 8.50% 2028 Notes during the three months ended May 31, 2023.

For the three months ended May 31, 2023 and May 31, 2022, the weighted average interest rate on our outstanding indebtedness was 5.34% and 4.06% respectively. The increase in weighted average interest rate was primarily driven by the issuance of higher rate borrowings over the past year.

As of May 31, 2023 and February 28, 2023, the SBA debentures represented 25.0% and 27.7% of overall debt, respectively.

For the three months ended May 31, 2023, base management fees increased $0.8 million, or 20.0%, from $3.8 million to $4.6 million compared to the three months ended May 31, 2022. The increase in base management fees results from the 20.4% increase in the average value of our total assets, less cash and cash equivalents, from $862.0 million for the three months ended May 31,2022 to $1,037.6 million for the three months ended May 31, 2023.

For the three months ended May 31, 2023, incentive management fees increased $2.0 million, or 105.4%, compared to the three months ended May 31, 2022. The incentive fee on income increased from $0.0 million to $3.2 million for the three months ended May 31, 2022 and 2023, respectively, reflecting the fact that net investment income was above the hurdle during the three months ended May 31, 2023, which was not the case the prior three month period ended May 31, 2022. The incentive fee on capital gains decreased from a $(1.9) million benefit for the three months ended May 31, 2022 to a $(3.1) million benefit for the three months ended May 31, 2023, both reflecting the incentive fee on net unrealized depreciation recognized during both these periods.

For the three months ended May 31, 2023, professional fees increased $0.07 million, or 16.5% compared to the three months ended May 31, 2022.

For the three months ended May 31, 2023, administrator expenses increased $0.07 million, or 9.2% compared to the three months ended May 31, 2022.

As discussed above, the increase in interest and debt financing expenses for the three months ended May 31, 2023 compared to the three months ended May 31, 2022 is attributable both to an increase in the average dollar amount of outstanding debt, as well as the higher cost of that debt. During the three months ended May 31, 2023 and May 31, 2022, the average borrowings outstanding under the Encina Credit Facility was $46.7 million and $20.0 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Credit Facility was 9.41% and 4.86%, respectively. For the three months ended May 31, 2023 and May 31, 2022, the average borrowings outstanding of SBA debentures was $202.0 million and $214.9 million, respectively. For the three months ended May 31, 2023 and May 31, 2022, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.88% and 2.58%, respectively.

115

During the three months ended May 31, 2023 and May 31, 2022, 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 May 31, 2023 and May 31, 2022, 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 May 31, 2023 and May 31, 2022, 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 May 31, 2023 and May 31, 2022, 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 May 31, 2023 and May 31, 2022, the average dollar amount of our 4.35% 2027 Notes outstanding was $75.0 million and $75.0 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 6.00% 2027 Notes outstanding was $105.5 million and $43.8 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 7.00% 2025 Notes outstanding was $12.0 million and $0.0 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 8.00% 2027 Notes outstanding was $46.0 million and $0.0 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 8.125% 2027 Notes outstanding was $60.4 million and $0.0 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 8.75% 2024 Notes outstanding was $10.0 million and $0.0 million, respectively. During the three months ended May 31, 2023 and May 31, 2022, the average dollar amount of our 8.50% 2028 Notes outstanding was $28.4 million and $0.0 million, respectively.

For the three months ended May 31, 2023 and May 31, 2022, there were income tax expense (benefits) of $0.01 million and ($0.1) 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 entities that are treated as corporations for U.S. federal income tax purposes, as well as current U.S. federal and state income taxes on those operating gains and losses when realized.

Net realized gains (losses) on sales of investments

For the three months May 31, 2023, the Company had $11.1 million of sales, repayments, exits or restructurings resulting in $0.09 million of net realized gains.

Three Months ended May 31, 2023

Issuer	Asset Type	Gross Proceeds		Cost		Net Realized Gain (Loss)
PDDS Buyer, LLC	Equity Interests	$	-	$	-	$	41,350
Censis Technologies, Inc.	Equity Interests		-		-		6,773
GreyHeller LLC	Equity Interests		-		-		42,568

The Company received escrow payments from the prior sales of its investments in PPDS Buyer, LLC, Censis Technologies, Inc. and GreyHeller LLC.

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

Three Months ended May 31, 2022

Issuer	Asset Type	Gross Proceeds		Cost		Net Realized Gain
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 Company received escrow payments from the prior sales of its investments in Censis Technologies, Texas Teachers of Tomorrow, LLC and V Rental Holdings, LLC.

116

Net change in unrealized appreciation (depreciation) on investments

For the three months ended May 31, 2023, our investments had a net change in unrealized depreciation of $16.3 million versus a net change in unrealized depreciation of $9.3 million for the three months ended May 31, 2022. The most significant cumulative net change in unrealized appreciation (depreciation) for the three months ended May 31, 2023 were the following (dollars in thousands):

Three Months ended May 31, 2023

Issuer	Asset Type	Cost		Fair Value		Total Unrealized Appreciation (Depreciation)			YTD Change in Unrealized Appreciation (Depreciation)
Netreo Holdings, LLC	First Lien Term Loan & Equity Interests	$	36,034	$	40,994	$	4,960		$	(3,320	)
Saratoga Investment Corp. CLO 2013-1, Ltd.	Structured Finance Securities		27,158		13,716		(13,442	)		(5,674	)
Saratoga Senior Loan Fund I JV, LLC	Unsecured Loan & Equity Interests		35,202		25,367		(9,835	)		(5,359	)

The $3.3 million of unrealized depreciation in our investment Netreo Holdings, LLC was driven by increased company leverage and decreased performance.

The $5.7 million of unrealized depreciation in our investment Saratoga Investment Corp. CLO 2013-1, Ltd. was driven by the reduction in the carrying value of certain defaulted loans in the portfolio, as well as overall market conditions.

The $5.4 million of unrealized depreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was driven by the impact of overall market conditions.

The most significant cumulative net change in unrealized appreciation (depreciation) for the three months ended May 31, 2022 were the following (dollars in thousands):

Three Months ended May 31, 2022

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

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

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

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

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

Changes in net assets resulting from operations

For the three months ended May 31, 2023, we recorded a net decrease in net assets resulting from operations of $0.2 million. Based on 11,862,163 weighted average common shares outstanding as of May 31, 2023, our per share net decrease in net assets resulting from operations was $0.02 for the three months ended May 31, 2023. For the three months ended May 31, 2022, we recorded a net decrease in net assets resulting from operations of $1.5 million. Based on 12,112,372 weighted average common shares outstanding as of May 31, 2022, our per share net decrease in net assets resulting from operations was $0.12 for the three months ended May 31, 2022.

117

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”), the 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 NAV per share and we are limited in our ability to sell our common stock at a price below NAV 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%, reduced to 150% 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 155.7% as of May 31, 2023 and 165.9% as of February 28, 2023. 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.

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Madison Revolving Credit Facility

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

Encina Credit Facility

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

Commitment. The Company entered into the Credit and Security Agreement (the “Credit Agreement”) relating to the Encina Credit Facility in the initial facility amount of $50.0 million (the “Facility Amount”).

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.

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Interest Rate and Fees. Under the Encina Credit Facility, funds were 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 Credit Agreement 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 Encina 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%.

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.

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Covenants; Representations and Warranties; Events of Default. The Credit Agreement contains customary representations and warranties, affirmative covenants, negative covenants and events of default. The Credit Agreement 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 Credit Agreement include, among other things, the following:

Failure of the Company to maintain an Interest Coverage Ratio of less than 175%;

Failure of the Company to maintain an Overcollateralization Ratio of less than 200%;

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.

On January 27, 2023, we entered into the first amendment to the Credit Agreement to, among other things:

●

increased the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million;

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changed the underlying benchmark used to compute interest under the Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment;

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increased the applicable effective margin rate on borrowings from 4.00% to 4.25%;

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extended the revolving period from October 4, 2024 to January 27, 2026;

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extended the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to such Facility Increase from $75.0 million to $150.0 million;

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revised the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and

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amended the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement.

As of May 31, 2023, we had $35.0 million outstanding borrowings under the Credit Facility and $202.0 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, our wholly owned subsidiaries, Saratoga Investment Corp. SBIC LP (“SBIC LP”), Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC LP and SBIC II LP, the “SBIC Subsidiaries”), received an SBIC license from the SBA on March 28, 2012, August 14, 2019, and September 29, 2022, respectively. 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 license 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 Subsidiaries are regulated by the SBA. SBA regulations currently limit the amount that our SBIC Subsidiaries may borrow to a maximum of $175.0 million of SBA debentures when it has at least $87.5 million in regulatory capital, subject to the SBA’s approval. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. 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, periodic examination by the SBA.

We received exemptive relief from the SEC to permit us to exclude the debt of our SBIC Subsidiaries guaranteed by the SBA from the definition of senior securities in the asset coverage test under the 1940 Act. This allows us increased flexibility under the asset coverage test by permitting us to borrow up to $350.0 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 board of directors, including a majority of our independent directors, approved of our becoming subject to a minimum asset coverage ratio of 150% from 200% under Sections 18(a)(1) and 18(a)(2) of the Investment Company Act, as amended. The 150% asset coverage ratio became effective on April 16, 2019.

As of May 31, 2023 SBIC LP had $75.0 million in regulatory capital and $27.0 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 had $66.7 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 “7.50% 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. through which we may offer for sale, from time to time, up to $20.0 million in aggregate principal amount of the 7.50% 2020 Notes through an ATM offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725 units of the 7.50% 2020 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% 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 on January 13, 2017, which amounted to $61.8 million, 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 6.75% 2023 Notes and they are no longer listed on the NYSE.

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 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 are being amortized over the term of the 6.25% 2025 Notes. The 6.25% 2025 Notes are no longer listed on the NYSE under the trading symbol “SAF” with a par value of $25.00 per note.

On February 5, 2019, the Company completed a re-opening and up-sizing of its existing 6.25% 2025 Notes by issuing an additional $20.0 million in aggregate principal amount for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million aggregate principal amount of 6.25% 2025 Notes within 30 days. Interest rate, interest payment dates and maturity remain unchanged from the existing 6.25% 2025 Notes issued in August 2018. 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 are being amortized over the term of the 6.25% 2025 Notes.

On August 31, 2021, the Company redeemed $60.0 million aggregate principal amount of the issued and outstanding 6.25% 2025 Notes at par, and the 6.25% 2025 Notes are no longer listed on the NYSE.

On June 24, 2020, the Company issued $37.5 million 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 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 Notes. The 7.75% 2025 Notes are not listed and have a par value of $25.00 per note.

At May 31, 2023, the total 7.75% 2025 Notes outstanding was $5.0 million.

On December 29, 2020, the Company issued $5.0 aggregate principal amount of our 6.25% fixed-rate Notes due in 2027 (the “6.25% 2027 Notes”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% 2027 Notes 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% 2027 Notes have been capitalized and are being amortized over the term of the Notes.

On January 28, 2021, the Company issued $10.0 million aggregate principal amount of the Second 6.25% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes 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% 2027 Notes mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.4 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.

At May 31, 2023, the total 6.25% 2027 Notes outstanding was $15.0 million.

On March 10, 2021, the Company issued $50.0 million aggregate principal amount of the 4.375% 2026 Notes 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% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% 2026 Notes 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, or 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% 2026 Notes have been capitalized and are being amortized over the term of the Notes.

On July 15, 2021, the Company issued an additional $125.0 million aggregate principal amount of the Company’s 4.375% 2026 Notes (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 of approximately $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.

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At May 31, 2023, the total 4.375% 2026 Notes outstanding was $175.0 million.

On January 19, 2022, the Company issued $75.0 million aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”) 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% 2027 Notes, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.35% 2027 Notes 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% 2027 Notes 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 $1.8 million related to the 4.35% 2027 Notes have been capitalized and are being amortized over the term of the Notes.

At May 31, 2023 the total 4.35% 2027 Notes outstanding was $75.0 million.

On April 27, 2022, the Company issued $87.5 million 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 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.

At May 31, 2023 the total 6.00% 2027 Notes outstanding was $105.5 million.

On September 8, 2022, the Company issued $12.0 million 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.

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At May 31, 2023 the total 7.00% 2025 Notes outstanding was $12.0 million.

On October 27, 2022, the Company issued $40.0 million 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.

At May 31, 2023 the total 8.00% 2027 Notes outstanding was $46.0 million.

On December 13, 2022, the Company issued $52.5 million aggregate principal amount of our 8.125% fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $50.8 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. 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. 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. The net proceeds from this offering were used 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 $2.0 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.

At May 31, 2023, the total 8.125% 2027 Notes outstanding was $60.4 million.

On March 31, 2023, the Company issued $10.0 million in aggregate principal amount of our 8.75% fixed-rate notes due 2024 (the “8.75% 2024 Notes”) for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. On May 1, 2023, the Company issued an additional $10.0 million in aggregate principal amount of the 8.75% 2024 Notes for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. Offering costs incurred were approximately $0.03 million. Interest on the 8.75% 2024 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year, beginning May 31, 2023. The 8.75% 2024 Notes mature on March 31, 2024. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and general corporate purposes. Financing costs of $0.7 million related to the 8.75% 2024 Notes have been capitalized and are being amortized over the term of the 8.75% 2024 Notes.

At May 31, 2023, the total 8.75% 2024 Notes outstanding was $20.0 million.

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At May 31, 2023, the total 8.50% 2028 Notes outstanding was $57.5 million.

At May 31, 2023 and February 28, 2023, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts were as follows:

	May 31, 2023					February 28, 2023
	Fair Value		Percentage of Total			Fair Value		Percentage of Total
	($ in thousands)
Cash and cash equivalents	$	21,987		2.0	%	$	65,746		6.2	%
Cash and cash equivalents, reserve accounts		31,166		2.7			30,330		2.8
First lien term loans		917,590		80.7			798,534		74.7
Second lien term loans		15,185		1.3			14,936		1.4
Unsecured term loans		20,744		1.8			41,362		3.9
Structured finance securities		33,906		3.0			20,661		1.9
Equity interests		96,673		8.5			97,097		9.1
Total	$	1,137,251		100.0	%	$	1,068,666		100.0	%

On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering. Subsequent to this, we amended our equity distribution agreement to add BB&T Capital Markets and B. Riley FBR, Inc. as sales agents in our ATM offering. 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, we 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, each as agents (the “Agents”) in connection with the ATM Program. As of May 31, 2023, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three months ended May 31, 2023, there were no shares sold pursuant to the equity distribution agreement with the Agents.

On September 24, 2014, the Company announced the approval of the Share Repurchase Plan. Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares of common stock that may be purchased under the Share Repurchase Plan. Most recently, 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 that may be repurchased under the Share Repurchase Plan to 1.7 million shares of common stock. As of May 31, 2023, the Company purchased 1,035,203 shares of common stock, at the average price of $22.05 for approximately $22.8 million pursuant to the Share Repurchase Plan. During the three months ended May 31, 2023 the Company purchased 88,576 shares of common stock, at the average price $24.36 for approximately $2.2 million pursuant to the Share Repurchase Plan.

127

Dividend Distributions

We have distributed or intend to distribute sufficient dividends to eliminate taxable income for our completed tax years. If we fail to satisfy the 90% distribution requirement or otherwise fail to qualify as a RIC in any tax year, we would be subject to tax in that year on all of our taxable income, regardless of whether we made any distributions to our shareholders. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Our distributions from May 31, 2023 to inception were as follows:

Payment date	Cash Dividend
Tax Year Ended February 28, 2024
June 29, 2023	$	0.70	⁽⁴²⁾
March 30, 2023		0.69	⁽¹⁾
	$	1.39
Tax Year Ended February 28, 2023
January 4, 2023	$	0.68	⁽²⁾
September 29, 2022		0.54	⁽³⁾
June 29, 2022		0.53	⁽⁴⁾
March 28, 2022		0.53	⁽⁵⁾
	$	2.28
Tax Year Ended February 28, 2022
January 19, 2022	$	0.53	⁽⁶⁾
September 28, 2021		0.52	⁽⁷⁾
June 29, 2021		0.44	⁽⁸⁾
April 22, 2021		0.43	⁽⁹⁾
	$	1.92
Tax Year Ended February 28, 2021
February 10, 2021	$	0.42	⁽¹⁰⁾
November 10, 2020		0.41	⁽¹¹⁾
August 12, 2020		0.40	⁽¹²⁾
	$	1.03
Tax Year Ended February 29, 2020
February 6, 2020	$	0.56	⁽¹³⁾
September 26, 2019		0.56	⁽¹⁴⁾
June 27, 2019		0.55	⁽¹⁵⁾
March 28, 2019		0.54	⁽¹⁶⁾
	$	2.21
Tax Year Ended February 28, 2019
January 2, 2019	$	0.53	⁽¹⁷⁾
September 27, 2018		0.52	⁽¹⁸⁾
June 27, 2018		0.51	⁽¹⁹⁾
March 26, 2018		0.50	⁽²⁰⁾
	$	2.06
Tax Year Ended February 28, 2018
December 27, 2017	$	0.49	⁽²¹⁾
September 26, 2017		0.48	⁽²²⁾
June 27, 2017		0.47	⁽²³⁾
March 28, 2017		0.46	⁽²⁴⁾
	$	1.90
Tax Year Ended February 28, 2017
February 9, 2017	$	0.45	⁽²⁵⁾
November 9, 2016		0.44	⁽²⁶⁾
September 5, 2016		0.20	⁽²⁷⁾
August 9, 2016		0.43	⁽²⁸⁾
April 27, 2016		0.41	⁽²⁹⁾
	$	1.93
Tax Year Ended February 29, 2016
February 29, 2016	$	0.40	⁽³⁰⁾
November 30, 2015		0.36	⁽³¹⁾
August 31, 2015		0.33	⁽³²⁾
June 5, 2015		1.00	⁽³³⁾
May 29. 2015		0.27	⁽³⁴⁾
	$	2.36

128

Payment date	Cash Dividend
Tax Year Ended February 28, 2015
February 27, 2015	$	0.22	⁽³⁵⁾
November 28, 2014		0.18	⁽³⁶⁾
	$	0.40
Tax Year Ended February 28. 2014
December 27, 2013	$	2.65	⁽³⁷⁾
	$	2.65
Tax Year Ended February 28, 2013
December 31, 2012	$	4.25	⁽³⁸⁾
	$	4.25
Tax Year Ended February 29, 2012
December 30, 2011	$	3.00	⁽³⁹⁾
	$	3.00
Tax Year Ended February 28, 2011
December 29, 2010	$	4.40	⁽⁴⁰⁾
	$	4.40
Tax Year Ended February 28, 2010
December 31, 2009	$	18.25	⁽⁴¹⁾
	$	18.25

(1)

Based on shareholder elections, the dividend consisted of approximately $7.1 million in cash and 46,818 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 $23.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 17, 20, 21, 22, 23, 24, 27, 28, 29, and 30, 2023.

(2)	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.

(3)	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.

(4)	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.

(5)	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.

(6)	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.

(7)	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.

(8)	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.

129

(9)	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.

(10)	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.

(11)	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.

(12)	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.

(13)	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.

(14)	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.

(15)	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 95.0% 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.

(16)	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 95.0% 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.

(17)	Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,796 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.

(18)	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.

(19)	Based on shareholder elections, the dividend consisted of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018.

(20)	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 95.0% 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.

130

(21)	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 95.0% 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.

(22)	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 95.0% 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.

(23)	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 95.0% 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.

(24)	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 95.0% 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.

(25)	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 95.0% 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.

(26)	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 95.0% 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.

(27)	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 95.0% 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.

(28)	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 95.0% 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.

(29)	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 95.0% 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.

(30)	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 95.0% 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.

(31)	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 95.0% 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.

(32)	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 95.0% 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.

131

(33)	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 95.0% 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.

(34)	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 95.0% 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.

(35)	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 95.0% 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.

(36)	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 95.0% 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.

(37)	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 equaled the volume weighted average trading price per share of the common stock on December 11, 13 and 16, 2013.

(38)	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 the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.

(39)	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 the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.

(40)	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 the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.

(41)	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 the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.

(42)	Based on shareholder elections, the dividend consisted of approximately $7.6 million in cash and 29,628 newly issued shares of common stock, or 0.2% 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 $25.29 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22, 23, 26, 27, 28, and 29, 2023.

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 155.7% as of May 31, 2023 and 165.9% as of February 28, 2023.

132

Subsequent Events

On July 6, 2023, the Company increased the maximum amount of shares of its common stock to be sold through the ATM Program to $300.0 million from $150.0 million. In connection with the upsize of the ATM Program, the Company entered into amendment no. 2 to the equity distribution agreement (“Amendment No. 2”), dated July 10, 2023 (as amended from time to time, the “Equity Distribution Agreement”), with the Agents. Under the Equity Distribution Agreement, the Company may but has no obligation to, issue and sell up to $300.0 million in aggregate amount of its shares of common stock in the ATM Program, from time to time through the Agents, or to them, as principal for their own account.

The Agents will receive a commission from the Company up to 1.5% of the gross sales price of any shares of its common stock sold through the Agents under the Equity Distribution Agreement. The sales price per share of the Company’s common stock offered under the ATM Program, less the Agents’ commission, will not be less than the NAV per share of our common stock at the time of such sale. Saratoga Investment Advisors may, from time to time and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share.

Contractual obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations at May 31, 2023:

			Payment Due by Period
			Less Than		1 - 3		3 - 5		More Than
Long-Term Debt Obligations	Total		1 Year		Years		Years		5 Years
	($ in thousands)
Encina credit facility	$	35,000	$	-	$	35,000	$	-	$	-
SBA debentures		202,000		-		27,000		-		175,000
8.75% 2024 Notes		20,000		20,000		-		-		-
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		-
6.00% 2027 Notes		105,500		-		-		105,500		-
6.25% 2027 Notes		15,000		-		-		15,000		-
8.00% 2027 Notes		46,000		-		-		46,000		-
8.125% 2027 Notes		60,375		-		-		60,375		-
8.50% 2028 Notes		57,500		-		-		57,500		-
Total Long-Term Debt Obligations	$	808,375	$	20,000	$	254,000	$	359,375	$	175,000

Off-balance sheet arrangements

133

A summary of the unfunded commitments outstanding as of May 31, 2023: and February 28, 2023: is shown in the table below (dollars in thousands):

	May 31, 2023		February 28, 2023
At Company’s discretion
ActiveProspect, Inc.	$	10,000	$	10,000
Ascend Software, LLC		5,000		5,000
Granite Comfort, LP		750		15,000
JDXpert		5,000		5,000
LFR Chicken LLC		4,000		4,000
Pepper Palace, Inc.		3,000		3,000
Procurement Partners, LLC		4,250		4,250
Saratoga Senior Loan Fund I JV, LLC		8,548		8,548
Sceptre Hospitality Resources, LLC		5,000		5,000
Stretch Zone Franchising, LLC		3,750		-
VetnCare MSO, LLC		10,000		-
Total	$	59,298	$	59,798

At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required
Alpha Aesthetics Partners OpCo, LLC	$	8,600	$	-
ARC Health OpCo LLC		5,463		10,773
Artemis Wax Corp.		8,500		8,500
Ascend Software, LLC		3,200		3,200
Axero Holdings, LLC - Revolver		500		500
BQE Software, Inc.		4,000		-
C2 Educational Systems		3,000		-
Exigo, LLC		4,167		4,167
Exigo, LLC - Revolver		1,042		833
Gen4 Dental Partners Holdings, LLC		9,186		11,000
GoReact		1,000		2,500
JDXpert		-		1,000
Modis Dental Partners OpCo, LLC		7,500		-
Pepper Palace, Inc. - Delayed Draw Term Loan		2,000		2,000
Pepper Palace, Inc. - Revolver		2,500		2,500
Procurement Partners, LLC		1,000		1,000
Stretch Zone Franchising, LLC		1,500		-
VetnCare MSO, LLC		19,500		-
Zollege PBC		1,000		1,000
		83,658		48,973
Total	$	142,956	$	108,771

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of May 31, 2023, the Company had cash and cash equivalents of $53.2 million and $30.0 million in available borrowings under the Encina Credit Facility.

134

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, 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. 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 as LIBOR and SOFR, are not offset by corresponding increases in the spread over such base rates that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. Our interest expense is affected by fluctuations in SOFR on our Encina Credit Facility. In addition, substantially all of our assets have LIBOR transition language to include the use of an acceptable replacement rate, such as SOFR. At May 31, 2023, we had $773.4 million of borrowings outstanding. In addition, there were $35.0 million borrowings outstanding under the Encina Credit Facility as of May 31, 2023.

We have analyzed the potential impact of changes in interest rates on interest income from investments. Assuming that our investments as of May 31, 2023 were to remain constant for a full fiscal year and no actions were taken to alter the existing interest rate terms, a hypothetical change of a 1.0% increase in interest rates would cause a corresponding increase of approximately $9.7 million to our interest income. Conversely, a hypothetical change of a 1.0% decrease in interest rates would cause a corresponding decrease of approximately $9.7 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 our credit facility are fixed rate, and our credit facility is currently undrawn.

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.

135

For further information, the following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of May 31, 2023.

Basis Point Change	Increase (Decrease) in Interest Income			(Increase) Decrease in Interest Expense			Increase (Decrease) in Net Interest Income			Increase (Decrease) in Net Interest Income*			Increase (Decrease) in Net Investment Income per Share
	($ in thousands)
-100	$	(9,737	)	$	350		$	(9,387	)	$	(7,510	)	$	(0.63	)
-50		(4,869	)		175			(4,694	)		(3,755	)		(0.32	)
-25		(2,434	)		88			(2,346	)		(1,877	)		(0.16	)
25		2,434			(88	)		2,346			1,877			0.16
50		4,869			(175	)		4,694			3,755			0.32
100		9,737			(350	)		9,387			7,510			0.63
200		19,475			(700	)		18,775			15,020			1.27
300		29,212			(1,050	)		28,162			22,530			1.90
400		38,950			(1,400	)		37,550			30,040			2.53

*	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 May 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

136

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. There have been no material changes during the three months ended May 31, 2023 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, 2023. 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.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

137

EXHIBIT INDEX

Exhibit Number		Description

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

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

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

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

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

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

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

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

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

4.6		Fifth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to 7.75% Notes due 2025 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q, filed on January 10, 2023).

4.7		Seventh Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to 6.25% Notes due 2027 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q, filed on January 10, 2023).

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

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

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

4.11		Eleventh Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 7.00% Notes due 2025 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed on January 10, 2023).

4.12		Twelfth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 8.00% Notes due 2027 (incorporated by reference to the Saratoga Investment Corp.’s Current Report on Form 8-K (File No. 813-00732) filed on October 27, 2022).

4.13		Thirteenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 8.125% Notes due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 13, 2022).

4.15		Fifteenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 8.50% Notes due 2028 (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on April 14, 2023).

138

4.16		Form of 7.75% Notes due 2025 (incorporated by reference to Exhibit 4.6 hereto).

4.17		Form of 6.25% Notes due 2027 (incorporated by reference to Exhibit 4.7 hereto).

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

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

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

4.21		Form of 7.00% Notes due 2027 (incorporated by reference to Exhibit 4.11 hereto).

4.22		Form of 8.00% Notes due 2027 (incorporated by reference to Exhibit 4.12 hereto).

4.23		Form of 8.125% Notes due 2027 (incorporated by reference to Exhibit 4.13 hereto).

4.25		Form of 8.50% Notes due 2028 (incorporated by reference to Exhibit 4.15 hereto).

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

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

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

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

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

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

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

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


10.9		Equity Distribution Agreement, dated July 30, 2021, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Ladenburg Thalmann & Co. Inc. and Compass Point Research & Trading, LLC, on the other hand (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 2, 2021).

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

10.11		First Amendment to the Credit and Security Agreement, dated as of January 27, 2023, by and among Saratoga Investment Fund II LLC, as borrower, Saratoga Investment Corp., as equityholder and as collateral manager, the lenders party thereto, Encina Lender Finance, LLC, as administrative agent and as collateral agent, U.S. Bank National Association, as custodian, and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K, filed on February 2, 2023).

139

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

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

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

10.15		Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated July 9, 2020 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).

10.16		First Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated January 28, 2021 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).

10.17		Second Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated September 8, 2022 (incorporated by reference to Saratoga Investment Corp.’s Quarterly Report on Form 10-Q filed on October 4, 2022).

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

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

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

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

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

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

140

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SARATOGA INVESTMENT CORP.

Date: July 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

141

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER 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. (the “registrant”);

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 registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’s ability to record, process, summarize and report financial information; and

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

Date: July 10, 2023

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

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER 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. (the “registrant”);

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

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

Date: July 10, 2023

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

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

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 Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 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

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

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

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

Date: July 10, 2023

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