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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Great Elm Capital Corporation | NASDAQ:GECC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.04 | -0.39% | 10.21 | 10.00 | 16.00 | 10.4799 | 10.16 | 10.16 | 12,106 | 05:00:04 |
Rory T. Hood
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
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William J. Tuttle
Erin M. Lett
Proskauer Rose LLP
1001 Pennsylvania Ave, N.W.
Suite 600 South
Washington, DC 20004
(202) 416-6800
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☐
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Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
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when declared effective pursuant to Section 8(c) of the Securities Act.
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This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
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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 7(a)(2)(B) of Securities Act.
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
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Title of Securities Being Registered
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Amount
Being
Registered(1)
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| |
Proposed Maximum
Offering Price
Per Unit
|
| |
Proposed Maximum
Aggregate Offering
Price(1)(2)
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| |
Amount of
Registration
Fee(1)
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% Notes due 2026
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| |
$57,500,000
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$25
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$57,500,000
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$6,273.25
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(1)
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Estimated solely for purposes of calculating the registration fee per Rule 457(a).
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(2)
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Includes notes that may be issued pursuant to the underwriters’ over-allotment option.
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Per Note
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Total
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Public Offering Price
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$
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$
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Underwriting Discount and Commissions (sales load)
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$
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$
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Proceeds to us, before expenses(1)
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$
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$
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(1)
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Before deducting expenses payable by us related to this offering, estimated at $543,000, or approximately $ per note. See “Underwriting.” The underwriters may also purchase up to an additional $ aggregate principal amount of the Notes offered hereby, to cover over-allotments, if any, within 30 days of the date of this prospectus. If the underwriters exercise this option in full, the total public offering price would be $ , the total underwriting discount and commissions (sales load) paid by us would be $ , and total proceeds to us, before expenses, would be $ .
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Oppenheimer & Co.
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B. Riley Securities
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Janney Montgomery Scott
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Ladenburg Thalmann
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(in thousands)
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For the Three
Months Ended
March 31, 2021
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For the Year
Ended
December 31, 2020
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Beginning Investment Portfolio, at fair value
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$151,648
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$197,615
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Portfolio Investments acquired(1)
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58,429
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101,360
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Amortization of premium and accretion of discount, net
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773
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4,999
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Portfolio Investments repaid or sold(2)
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(28,268)
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(111,993)
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Net change in unrealized appreciation (depreciation) on investments
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14,324
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| |
(29,356)
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Net realized gain (loss) on investments
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| |
(3,275)
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(10,977)
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Ending Investment Portfolio, at fair value
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$193,631
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$151,648
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(1)
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Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings, and capitalized PIK income.
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(2)
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Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities).
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March 31, 2021
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December 31, 2020
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Industry
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Investments
at Fair Value
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Percentage of
Fair Value
|
| |
Investments
at Fair Value
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Percentage of
Fair Value
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Wireless Telecommunications Services
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$38,178
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19.72%
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$29,270
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19.30%
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Oil & Gas
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25,084
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12.95%
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20,290
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13.38%
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Restaurants
|
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18,906
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9.76%
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10,470
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6.91%
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Internet Media
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18,727
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9.67%
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18,736
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12.35%
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Specialty Finance
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12,250
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| |
6.33%
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15,760
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10.39%
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Special Purpose Acquisition Company
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10,014
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5.17%
|
| |
—
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—%
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Construction Materials Manufacturing
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9,699
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5.01%
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| |
9,676
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6.38%
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Retail
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8,204
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4.24%
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6,145
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4.05%
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Metals & Mining
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7,094
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3.66%
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3,996
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2.65%
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Food & Staples
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6,441
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3.33%
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| |
8,694
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5.73%
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Media & Entertainment
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6,311
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3.26%
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—
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—%
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Transportation Equipment Manufacturing
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5,880
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3.04%
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| |
2,948
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1.95%
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Software Services
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4,995
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2.58%
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4,896
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| |
3.23%
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Casinos & Gaming
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4,762
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2.46%
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2,820
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1.86%
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Radio Broadcasting
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4,125
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2.13%
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3,763
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2.48%
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Motor Vehicle Parts and Accessories
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| |
2,865
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1.48%
|
| |
—
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—%
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Wholesale-Apparel, Piece Goods & Notions
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2,801
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1.45%
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2,762
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| |
1.82%
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Industrial
|
| |
2,557
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| |
1.32%
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| |
4,642
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| |
3.06%
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Consumer Services
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2,393
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1.23%
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| |
—
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—%
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Chemicals
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1,469
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0.76%
|
| |
—
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—%
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Hotel Operator
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437
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0.22%
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1,203
|
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0.79%
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Technology
|
| |
413
|
| |
0.21%
|
| |
202
|
| |
0.13%
|
Maritime Security Services
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| |
32
|
| |
0.02%
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| |
19
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| |
0.01%
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Telecommunications Services
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(6)
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| |
—
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| |
(160)
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| |
(0.11)%
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Apparel & Textile Products
|
| |
—
|
| |
—
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| |
5,154
|
| |
3.40%
|
Real Estate Services
|
| |
—
|
| |
—
|
| |
200
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| |
0.13%
|
Building Cleaning and Maintenance Services
|
| |
—
|
| |
—
|
| |
162
|
| |
0.11%
|
Total
|
| |
$193,631
|
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100.00%
|
| |
$151,648
|
| |
100.00%
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•
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We may lose all of our investments in Avanti Communications Group, plc (“Avanti”).
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•
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We face increasing competition for investment opportunities. Limited availability of attractive investment opportunities in the market could cause us to hold a larger percentage of our assets in liquid securities until market conditions improve.
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•
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Changes in the regulatory framework under which the wireless telecommunications industry operates and significant competition in the wireless telecommunications industry could adversely affect our business prospects or results of operations.
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•
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We are invested in a limited number of portfolio companies, which may subject us to a risk of significant loss if one or more of these companies defaults on its obligations under any of its debt instruments.
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•
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Our portfolio is concentrated in a limited number of industries, which subjects us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
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•
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Defaults by our portfolio companies may harm our operating results.
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•
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If we invest in companies that experience significant financial or business difficulties, we may be exposed to distressed lending risks.
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•
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Certain of the companies in which we invest may have difficulty accessing the capital markets to meet their future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.
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•
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Investing in middle market companies involves a high degree of risk and our financial results may be affected adversely if one or more of our portfolio investments defaults on its loans or notes or fails to perform as we expect.
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•
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An investment strategy that includes privately held companies presents challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.
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•
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Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
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•
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Economic recessions or downturns could impair our portfolio companies and harm our operating results.
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•
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Our failure to maintain our status as a BDC would reduce our operating flexibility.
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•
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Regulations governing our operations as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.
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•
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We will be subject to corporate level U.S. federal income tax if we are unable to qualify as a RIC under the Code.
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•
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We may incur additional debt, which could increase the risk in investing in our Company.
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•
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The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
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•
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There are significant potential conflicts of interest that could impact our investment returns.
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•
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we purchased $3.0 million in par value of Viasat, Inc. receivable at 90% of par value.
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•
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we sold $3.0 million in par value of PetroChoice Holdings, Inc. first lien secured loan at approximately 97% of par value.
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•
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we sold 99,506 shares of Crestwood Equity Partners, LP class A preferred equity units for approximately $0.9 million.
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•
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we sold 100,000 shares of TRU (UK) Asia Limited common equity for approximately $1.0 million.
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•
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we sold 25,716 shares of California Pizza Kitchen, Inc. (“CPK”) common equity for approximately $0.8 million.
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•
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our $10.0 million Subcom, LLC 1st lien secured revolver commitment was retired.
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•
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we sold approximately $0.3 million of special purpose acquisition company (“SPAC”) positions across 20 companies.
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•
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we purchased $3.0 million in par value of W&T Offshore, Inc. second lien secured bond at approximately 89% of par value.
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•
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we purchased $1.0 million in par value of Cleaver-Brooks, Inc. secured bond at 100% of par value.
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•
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we sold approximately $0.04 million of SPAC positions across five companies.
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(in thousands, except per share amounts)
|
| |
Three
months
ended
March 31,
2021
|
| |
Three
months
ended
March 31,
2020
|
| |
For the
year
ended
December 31,
2020
|
| |
For the
year
ended
December 31,
2019
|
| |
For the
year
ended
December 31,
2018
|
| |
For the
year
ended
December 31,
2017
|
| |
For the
period from
inception
through
December 31,
2016
|
Statement of Operations Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total Investment Income
|
| |
$5,295
|
| |
$6,429
|
| |
$22,897
|
| |
$27,038
|
| |
$27,754
|
| |
$29,728
|
| |
$5,831
|
Total Gross Expenses
|
| |
3,791
|
| |
3,777
|
| |
15,731
|
| |
15,892
|
| |
12,240
|
| |
11,959
|
| |
5,818
|
Total Net Expenses
|
| |
3,791
|
| |
3,777
|
| |
15,731
|
| |
15,892
|
| |
12,240
|
| |
12,029
|
| |
5,738
|
Net Investment Income
|
| |
1,504
|
| |
2,652
|
| |
7,149
|
| |
10,937
|
| |
15,334
|
| |
17,575
|
| |
5
|
Net Increase (Decrease)
in Net Assets
Resulting from Operations
|
| |
12,546
|
| |
(33,538)
|
| |
(31,956)
|
| |
(7,547)
|
| |
(9,005)
|
| |
(2,754)
|
| |
(17,874)
|
Per Share Data:(1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net Investment Income
|
| |
0.06
|
| |
0.26
|
| |
0.54
|
| |
1.07
|
| |
1.44
|
| |
1.52
|
| |
0.28
|
Net Increase (Decrease)
in Net Assets
Resulting from Operations
|
| |
0.53
|
| |
(3.33)
|
| |
(0.74)
|
| |
(0.76)
|
| |
(0.84)
|
| |
(0.30)
|
| |
(0.75)
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Dividends Declared
|
| |
0.10
|
| |
0.25
|
| |
1.00
|
| |
1.05
|
| |
1.24
|
| |
1.20
|
| |
0.17
|
Statement of Assets and Liabilities Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total Assets
|
| |
$371,362
|
| |
$273,609
|
| |
$283,328
|
| |
$291,039
|
| |
$281,563
|
| |
$239,913
|
| |
$236,544
|
Total Net Assets
|
| |
$91,531
|
| |
$50,845
|
| |
$79,615
|
| |
$86,889
|
| |
$110,116
|
| |
$132,287
|
| |
$172,984
|
Other Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Total Return based on
Market Value(2)
|
| |
(0.22)%
|
| |
(62.05)%
|
| |
(39.98)%
|
| |
15.17%
|
| |
(8.35)%
|
| |
(5.56)%
|
| |
(2.03)%
|
Total Return based on
Net Asset Value(3)
|
| |
18.35%
|
| |
(39.18)%
|
| |
(49.51)%
|
| |
(4.64)%
|
| |
(7.31)%
|
| |
0.69%
|
| |
(5.30)%
|
(1)
|
The per share data was derived by using the weighted average shares outstanding during the period.
|
(2)
|
Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Total return based on market value is calculated as the change in market value per share, assuming our distributions were reinvested through our dividend reinvestment plan. For the period ended December 31, 2016, total return based on market value is calculated assuming an opening market value of $12.03 per share, which represents the closing price of Full Circle’s common stock on its last day of trading prior to the Merger, as adjusted by the exchange ratio in the Merger Agreement (as defined below).
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(3)
|
Total return based on net asset value is calculated as the change in net asset value per share, assuming our distributions were reinvested through our dividend reinvestment plan.
|
•
|
pari passu, or equal, with our existing and future unsecured indebtedness, including, without limitation, the 2022 Notes, the $45.6 million in aggregate principal amount of 6.75% unsecured notes that mature on January 31, 2025 (the “2025 Notes”) and the $42.8 million in aggregate principal amount of 6.50% unsecured notes that mature on June 30, 2024 (the “2024 Notes”);
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•
|
senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;
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•
|
effectively subordinated to all of our existing and future secured indebtedness, including any amounts outstanding under the Loan Agreement (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness (as of May 11, 2021, there were no borrowings outstanding under the Loan Agreement); and
|
•
|
structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries.
|
•
|
We do not pay the principal of any Note when due and payable.
|
•
|
We do not pay interest on any Note when due, and such default is not cured within 30 days.
|
•
|
We remain in breach of any other covenant with respect to the Notes for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the Trustee or holders of at least 25% of the principal amount of the Notes.
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•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 90 days.
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•
|
If, pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act, or any successor provisions thereto of the Investment Company Act, on the last business day of each of
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•
|
We agree that for the period of time during which the Notes are outstanding, we will not violate, whether or not we are subject to, Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded but giving effect to any exemptive relief that may be granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the Investment Company Act, equals at least 150% after such borrowings. See “Risk Factors—Risks Relating to Indebtedness—Incurring additional indebtedness could increase the risk in investing in the Company.”
|
•
|
We agree that for the period of time during which the Notes are outstanding, we will not declare any dividend (except a dividend payable in our stock), or declare any other distribution, upon a class of our capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, we have an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in pursuant to Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded (regardless of whether we are subject thereto), after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, (i) to any exemptive relief granted to us by the SEC and (ii) to any no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by
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•
|
If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with GAAP.
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•
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to
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•
|
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, except that we have agreed that for the period of time during which the Notes are outstanding, we will not declare any dividend (except a dividend payable in our stock), or declare any other distribution, upon a class of our capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, we have an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in pursuant to Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded (regardless of whether we are subject thereto), after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, (i) to any exemptive relief granted to us by the SEC and (ii) to any no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act, as such obligation may be amended or superseded, in order to maintain such BDC’s status as a RIC under Subchapter M of the Code;
|
•
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
•
|
enter into transactions with affiliates;
|
•
|
create liens (including liens on the stock of our subsidiaries) or enter into sale and leaseback transactions;
|
•
|
make investments; or
|
•
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
•
|
all 2019 Notes converting into common stock of Avanti, representing approximately 92% of the pro forma common stock of Avanti, with our position representing approximately 9.1% of the pro forma common stock of Avanti; and
|
•
|
the cash interest rate on the PIK Toggle Notes being reduced from 10% to 9% and the PIK interest rate being reduced from 15% to 9% on the PIK Toggle Notes, the extension of the maturity date by one year to October 1, 2022 and receiving relaxed financial covenants, including the elimination of certain financial maintenance covenants.
|
•
|
these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;
|
•
|
they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
|
•
|
they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on you;
|
•
|
they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of
|
•
|
they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and
|
•
|
a portion of our income may be non-cash income, such as contractual PIK interest, which represents interest added to the debt balance and due at the end of the instrument’s term, in the case of loans, or issued as additional notes in the case of bonds. Instruments bearing PIK interest typically carry higher interest rates as a result of their payment deferral and increased credit risk. When we recognize income in connection with PIK interest, there is a risk that such income may become uncollectable if the borrower defaults.
|
•
|
as part of GECM’s strategy in order to take advantage of investment opportunities as they arise;
|
•
|
when GECM believes that market conditions are unfavorable for profitable investing;
|
•
|
when GECM is otherwise unable to locate attractive investment opportunities;
|
•
|
as a defensive measure in response to adverse market or economic conditions; or
|
•
|
to meet RIC qualification requirements.
|
•
|
management’s attention will be diverted from running our existing business by efforts to source, negotiate, close and integrate acquisitions;
|
•
|
our due diligence investigation of potential acquisitions may not reveal risks inherent in the acquired business or assets;
|
•
|
we may over-value potential acquisitions resulting in dilution to stockholders, incurrence of excessive indebtedness, asset write downs and negative perception of our common stock;
|
•
|
stockholder’s interest in GECC may be diluted by the issuance of additional common stock or preferred stock;
|
•
|
we may borrow to finance acquisitions, and there are risks associated with borrowing as described in this prospectus;
|
•
|
GECM has an incentive to increase our assets under management in order to increase its fee stream, which may not be aligned with your interests;
|
•
|
we and GECM may not successfully integrate any acquired business or assets; and
|
•
|
GECM may compensate the existing managers of any acquired business or assets in a manner that results in the combined company taking on excessive risk.
|
Table 1
|
| |
|
| |
|
| |
|
| |
|
| |
|
Assumed Return on Our Portfolio(1)(2) (net of expenses)
|
| |
(10.0)%
|
| |
(5.0)%
|
| |
0.0%
|
| |
5.0%
|
| |
10.0%
|
Corresponding net return to common stockholder
|
| |
(14.04)%
|
| |
(9.04)%
|
| |
(4.04)%
|
| |
(0.96)%
|
| |
5.96%
|
(1)
|
Assumes $193.6 million in total portfolio assets, $118.7 million in senior securities outstanding, $91.5 million in net assets, and an average cost of funds of 6.60%. Actual interest payments may be different.
|
(2)
|
In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our March 31, 2021 total portfolio assets of at least 4.04%.
|
Table 2
|
| |
|
| |
|
| |
|
| |
|
| |
|
Assumed Return on Our Portfolio(1)(2) (net of expenses)
|
| |
(10.0)%
|
| |
(5.0)%
|
| |
0.0%
|
| |
5.0%
|
| |
10.0%
|
Corresponding net return to common stockholder
|
| |
(16.68)%
|
| |
(9.68)%
|
| |
(4.68)%
|
| |
(0.32)%
|
| |
5.32%
|
(1)
|
Assumes $258.0 million in total portfolio assets, $183.1 million in senior securities outstanding, $91.5 million in net assets, and an average cost of funds of 6.60%. Actual interest payments may be different.
|
(2)
|
In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our March 31, 2021 total portfolio assets of at least 4.68%.
|
•
|
our, or our portfolio companies’, future business, operations, operating results or prospects;
|
•
|
the return or impact of current and future investments;
|
•
|
the impact of a protracted decline in the liquidity of credit markets on our business;
|
•
|
the impact of fluctuations in interest rates on our business;
|
•
|
the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;
|
•
|
our contractual arrangements and relationships with third parties;
|
•
|
our current and future management structure;
|
•
|
the general economy and its impact on the industries in which we invest;
|
•
|
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
|
•
|
serious disruptions and catastrophic events, including the impact of the COVID-19 pandemic on the global economy;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our financing resources and working capital;
|
•
|
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies;
|
•
|
the timing, form and amount of any dividend distributions;
|
•
|
the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and
|
•
|
our ability to maintain our qualification as a RIC and as a BDC.
|
•
|
On an actual basis; and
|
•
|
On an as adjusted basis to give effect to (i) the assumed sale of $ aggregate principal amount of the Notes at a public offering price of $25.00 per Note, after deducting underwriting discounts and commissions of approximately $ million and estimated offering expenses of $0.6 million payable by us and (ii) the use of such net proceeds to redeem all of the outstanding 2022 Notes.
|
Dollar amounts in thousands (except per share amounts)
|
| |
As of March 31, 2021
|
|||
|
Actual
|
| |
As Adjusted(1)
|
||
Cash and cash equivalents
|
| |
$26,572
|
| |
$
|
Total assets
|
| |
371,362
|
| |
|
2022 Notes(2)
|
| |
29,868
|
| |
—
|
2025 Notes(2)
|
| |
44,630
|
| |
44,630
|
2024 Notes(2)
|
| |
41,402
|
| |
41,402
|
The Notes(1)
|
| |
—
|
| |
|
Total liabilities
|
| |
$279,831
|
| |
$
|
NET ASSETS
|
| |
|
| |
|
Common stock, par value $0.01 per share, 100,000,000 shares of common stock authorized, 23,508,232 shares issued and outstanding
|
| |
$235
|
| |
$235
|
Additional paid in capital
|
| |
232,219
|
| |
232,219
|
Accumulated losses
|
| |
(140,923)
|
| |
(140,923)
|
Total net assets
|
| |
91,531
|
| |
91,531
|
Total liabilities and net assets
|
| |
$371,362
|
| |
$
|
(1)
|
Excludes up to $ million in aggregate principal amount of Notes issuable by us upon exercise of the underwriters’ over-allotment option.
|
(2)
|
Including unamortized discount of $425, $980 and $1,421 relating to the 2022 Notes, 2025 Notes and 2024 Notes, respectively.
|
Year
|
| |
Total Amount
Outstanding(1)
|
| |
Asset Coverage
Ratio Per Unit(2)
|
| |
Involuntary Liquidation
Preference Per Unit(3)
|
| |
Average Market
Value Per Unit(4)
|
December 31, 2016
|
| |
|
| |
|
| |
|
| |
|
2020 Notes
|
| |
$33,646
|
| |
$6,168
|
| |
N/A
|
| |
$1.02
|
December 31, 2017
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$32,631
|
| |
$5,010
|
| |
N/A
|
| |
$1.02
|
December 31, 2018
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$32,631
|
| |
$2,393
|
| |
N/A
|
| |
$1.01
|
2025 Notes
|
| |
$46,398
|
| |
$2,393
|
| |
N/A
|
| |
$0.98
|
December 31, 2019
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$32,631
|
| |
$1,701
|
| |
N/A
|
| |
$1.01
|
2025 Notes
|
| |
$46,398
|
| |
$1,701
|
| |
N/A
|
| |
$1.01
|
2024 Notes
|
| |
$45,000
|
| |
$1,701
|
| |
N/A
|
| |
$1.00
|
December 30, 2020
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$30,293
|
| |
$1,671
|
| |
N/A
|
| |
$0.89
|
2025 Notes
|
| |
$45,610
|
| |
$1,671
|
| |
N/A
|
| |
$0.84
|
2024 Notes
|
| |
$42,823
|
| |
$1,671
|
| |
N/A
|
| |
$0.84
|
March 31, 2021
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$30,293
|
| |
$1,771
|
| |
N/A
|
| |
$1.00
|
2025 Notes
|
| |
$45,610
|
| |
$1,771
|
| |
N/A
|
| |
$0.98
|
2024 Notes
|
| |
$42,823
|
| |
$1,771
|
| |
N/A
|
| |
$0.98
|
(1)
|
Total amount of each class of senior securities outstanding at the end of the period presented.
|
(2)
|
Asset coverage 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 per unit is expressed in terms of dollar amounts per $1000 of indebtedness.
|
(3)
|
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.
|
(4)
|
The average market value per unit for the notes is based on the average daily prices of such notes and is expressed per $1 of indebtedness.
|
•
|
We do not pay the principal of any Note when due and payable.
|
•
|
We do not pay interest on any Note when due, and such default is not cured within 30 days.
|
•
|
We remain in breach of any other covenant with respect to the Notes for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the Trustee or holders of at least 25% of the principal amount of the Notes.
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and, in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 90 days.
|
•
|
If, pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act, or any successor provisions thereto of the Investment Company Act, on the last business day of each of 24 consecutive calendar months the Notes have an asset coverage (as such term is used in the Investment Company Act) of less than 100%, as such obligation may be amended or superseded but giving effect to any exemptive relief that may be granted to us by the SEC.
|
•
|
You must give the Trustee written notice that an Event of Default has occurred with respect to the Notes and remains uncured.
|
•
|
The holders of at least 25% in principal amount of all the Notes must make a written request that the Trustee take action because of the default and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action.
|
•
|
The Trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity.
|
•
|
The holders of a majority in principal amount of the Notes must not have given the Trustee a direction inconsistent with the above notice during that 60-day period.
|
•
|
in the payment of principal or interest; or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder of the Notes.
|
•
|
Where we merge out of existence or convey or transfer substantially all of our assets, the resulting entity must agree to be legally responsible for our obligations under the Notes;
|
•
|
The merger or sale of assets must not cause a default on the Notes and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specified period of time were disregarded; and
|
•
|
We must deliver certain certificates and documents to the Trustee.
|
•
|
change the stated maturity of the principal of or interest on the Notes;
|
•
|
reduce any amounts due on the Notes;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of the Notes following a default;
|
•
|
change the place or currency of payment on the Notes;
|
•
|
impair your right to sue for payment;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to modify or amend the indenture; and
|
•
|
reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults.
|
•
|
If the change affects only the Notes, it must be approved by the holders of a majority in principal amount of the Notes.
|
•
|
If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their due dates.
|
•
|
We must deliver to the Trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit and just repaid the Notes ourselves at maturity.
|
•
|
Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.
|
•
|
No default or Event of Default with respect to the Notes shall have occurred and be continuing and no defaults or Events of Default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.
|
•
|
Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates.
|
•
|
We must deliver to the Trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit and just repaid the Notes ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the
|
•
|
We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
|
•
|
Defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any of our other material agreements or instruments.
|
•
|
No default or Event of Default with respect to the Notes shall have occurred and be continuing and no defaults or Events of Default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
We agree that for the period of time during which the Notes are outstanding, we will not violate, whether or not it is subject to, Section 18 (a)(1)(A) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded but giving effect to any exemptive relief that may be granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the Investment Company Act, equals at least 150% after such borrowings.
|
•
|
We agree that for the period of time during which the Notes are outstanding, we will not declare any dividend (except a dividend payable in our stock), or declare any other distribution, upon a class of our capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, we have an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in pursuant to Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded (regardless of whether we are subject thereto), after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, (i) to any exemptive relief granted to us by the SEC and (ii) to any no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act, as such obligation may be amended or superseded, in order to maintain such BDC’s status as a RIC under Subchapter M of the Code.
|
•
|
If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we will furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable GAAP.
|
•
|
only in fully registered certificated form;
|
•
|
without interest coupons; and
|
•
|
unless we indicate otherwise, in denominations of $25 and amounts that are multiples of $25.
|
•
|
pari passu, or equal, with our existing and future unsecured indebtedness, including, without limitation, the 2022 Notes, the 2025 Notes and the 2024 Notes;
|
•
|
senior to our common stock and any of our future indebtedness that expressly provides it is subordinated to the Notes;
|
•
|
effectively subordinated to all of our existing, including any amounts outstanding under the Loan Agreement, and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness; and
|
•
|
structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Senior Indebtedness), and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
(1)
|
Our investments are generally acquired in private transactions exempt from registration under the Securities Act and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
|
(2)
|
A majority of our variable rate debt investments bear interest at a rate that is determined by reference to LIBOR, or L, and which is reset daily, monthly, quarterly or semiannually. For each debt investment, we have provided the interest rate in effect as of period end. If no reference to LIBOR is made, the rate is fixed. A floor is the minimum rate that will be applied in calculating an interest rate. A cap is the maximum rate that will be applied in calculating an interest rate. The one month (“1M”) LIBOR as of period end was 0.11%. The two month (“2M”) LIBOR as of period end was 0.13%. The three month (“3M”) LIBOR as of period end was 0.19%. The six month (“6M”) LIBOR as of period end was 0.21%.
|
(3)
|
“Controlled Investments” are investments in those companies that are “Controlled Investments” of ours, as defined in the Investment Company Act. A company is deemed to be a “Controlled Investment” of ours if we own more than 25% of the voting securities of such company.
|
(4)
|
“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of ours, as defined in the Investment Company Act, which are not “Controlled Investments.” A company is deemed to be an “Affiliate” of ours if we own 5% or more, but less than 25%, of the voting securities of such company.
|
(5)
|
Investments classified as Level 3 whereby fair value was determined by our Board.
|
(6)
|
Security pays, or has the option to pay, some or all of its interest in kind. As of March 31, 2021, each of the Avanti Communications Group, plc secured debt pay in kind ("PIK") and the rates above reflect the PIK interest rates. As of March 31, 2021, the Ruby Tuesday Operations, LLC secured loan pays a portion of its interest in kind as described above.
|
(7)
|
Non-income producing security.
|
(8)
|
Investment was on non-accrual status as of period end.
|
(9)
|
The interest rate on these loans includes a default interest rate.
|
(10)
|
Indicates assets that we believe do not represent “qualifying assets” under Section 55(a) of the Investment Company Act. Qualifying assets must represent at least 70% of our total assets at the time of acquisition of any additional non-qualifying assets. Of our total assets, 25.4% were non-qualifying assets as of period end.
|
(11)
|
Security exempt from registration pursuant to Rule 144A under the Securities Act. Such security may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration.
|
(12)
|
Under the terms of the credit agreement, this investment has an exit fee which requires the borrower to pay, in connection with each prepayment or other repayment a fee equal to 2.50% of the amount being repaid.
|
(13)
|
As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $12,349; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $119,058; the net unrealized depreciation was $(106,709); the aggregate cost of securities for Federal income tax purposes was $440,290.
|
(14)
|
Represents previously undisclosed unrestricted securities, which we have held for less than one year.
|
(15)
|
Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.
|
(in thousands)
|
| |
Acquisitions(1)
|
| |
Dispositions(2)
|
| |
Weighted
Average Yield
End of Period(3)
|
Quarter ended March 31, 2018
|
| |
$63,220
|
| |
$(29,069)
|
| |
14.80%
|
Quarter ended June 30, 2018
|
| |
37,927
|
| |
(27,729)
|
| |
11.10%
|
Quarter ended September 30, 2018
|
| |
38,969
|
| |
(37,991)
|
| |
11.60%
|
Quarter ended December 31, 2018
|
| |
34,849
|
| |
(40,028)
|
| |
12.00%
|
For the year ended December 31, 2018
|
| |
174,965
|
| |
(134,817)
|
| |
|
|
| |
|
| |
|
| |
|
Quarter ended March 31, 2019
|
| |
54,846
|
| |
(59,869)
|
| |
11.30%
|
Quarter ended June 30, 2019
|
| |
62,238
|
| |
(37,802)
|
| |
11.40%
|
Quarter ended September 30, 2019
|
| |
45,873
|
| |
(44,531)
|
| |
11.00%
|
Quarter ended December 31, 2019
|
| |
14,800
|
| |
(9,616)
|
| |
10.80%
|
For the year ended December 31, 2019
|
| |
177,757
|
| |
(151,818)
|
| |
|
(in thousands)
|
| |
Acquisitions(1)
|
| |
Dispositions(2)
|
| |
Weighted
Average Yield
End of Period(3)
|
|
| |
|
| |
|
| |
|
Quarter ended March 31, 2020
|
| |
31,882
|
| |
(29,420)
|
| |
10.00%
|
Quarter ended June 30, 2020
|
| |
15,913
|
| |
(37,497)
|
| |
10.18%
|
Quarter ended September 30, 2020
|
| |
34,495
|
| |
(18,037)
|
| |
10.07%
|
Quarter ended December 31, 2020
|
| |
19,070
|
| |
(27,039)
|
| |
11.72%
|
For the year ended December 31, 2020
|
| |
101,360
|
| |
(111,993)
|
| |
|
Quarter ended March 31, 2021
|
| |
58,429
|
| |
(28,268)
|
| |
10.91%
|
(1)
|
Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.
|
(2)
|
Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities). Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.
|
(3)
|
Weighted average yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Debt securities on non-accrual status are included in the calculation and are treated as having 0% as their applicable interest rate for purposes of this calculation, unless such debt securities are valued at zero.
|
|
| |
For the Three
Months Ended
March 31,
2021
|
| |
For the Year Ended December 31,
|
||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
|||
Beginning Investment Portfolio, at fair value
|
| |
$151,648
|
| |
$197,615
|
| |
$184,186
|
| |
$164,870
|
Portfolio Investments acquired(1)
|
| |
58,429
|
| |
101,360
|
| |
177,757
|
| |
174,965
|
Amortization of premium and accretion of discount, net
|
| |
773
|
| |
4,999
|
| |
5,982
|
| |
3,485
|
Portfolio Investments repaid or sold(2)
|
| |
(28,268)
|
| |
(111,993)
|
| |
(151,818)
|
| |
(134,817)
|
Net change in unrealized appreciation (depreciation) on investments
|
| |
14,324
|
| |
(29,356)
|
| |
(19,792)
|
| |
(26,752)
|
Net realized gain (loss) on investments
|
| |
(3,275)
|
| |
(10,977)
|
| |
1,300)
|
| |
2,435
|
Ending Investment Portfolio, at fair value
|
| |
$193,631
|
| |
$151,648
|
| |
$197,615
|
| |
$184,186
|
(1)
|
Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings, and capitalized PIK income.
|
(2)
|
Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities).
|
|
| |
March 31, 2021
|
| |
December 31, 2020
|
| |
December 31, 2019
|
|||||||||
Industry
|
| |
Investments
at Fair
Value
|
| |
Percentage
of Fair
Value
|
| |
Investments
at Fair
Value
|
| |
Percentage
of Fair
Value
|
| |
Investments
at Fair
Value
|
| |
Percentage
of Fair
Value
|
Wireless Telecommunications Services
|
| |
$38,178
|
| |
19.72%
|
| |
$29,270
|
| |
19.30%
|
| |
$40,578
|
| |
20.53%
|
Oil & Gas
|
| |
25,084
|
| |
12.95%
|
| |
20,290
|
| |
13.38%
|
| |
—
|
| |
—
|
Internet Media
|
| |
18,727
|
| |
9.67%
|
| |
18,736
|
| |
12.35%
|
| |
15,923
|
| |
8.06%
|
Specialty Finance
|
| |
12,250
|
| |
6.33%
|
| |
15,760
|
| |
10.39%
|
| |
7,726
|
| |
3.91%
|
Restaurants
|
| |
18,906
|
| |
9.76%
|
| |
10,470
|
| |
6.91%
|
| |
11,972
|
| |
6.06%
|
Construction Materials Manufacturing
|
| |
9,699
|
| |
5.01%
|
| |
9,676
|
| |
6.38%
|
| |
7,792
|
| |
3.94%
|
Food & Staples
|
| |
6,441
|
| |
3.33%
|
| |
8,694
|
| |
5.73%
|
| |
20,975
|
| |
10.61%
|
Retail
|
| |
8,204
|
| |
4.24%
|
| |
6,145
|
| |
4.05%
|
| |
13,470
|
| |
6.82%
|
Apparel & Textile Products
|
| |
—
|
| |
—
|
| |
5,154
|
| |
3.40%
|
| |
8,744
|
| |
4.42%
|
Software Services
|
| |
4,995
|
| |
2.58%
|
| |
4,896
|
| |
3.23%
|
| |
25,456
|
| |
12.88%
|
Industrial
|
| |
2,557
|
| |
1.32%
|
| |
4,642
|
| |
3.06%
|
| |
4,200
|
| |
2.13%
|
Metals & Mining
|
| |
7,094
|
| |
3.66%
|
| |
3,996
|
| |
2.65%
|
| |
—
|
| |
—
|
Radio Broadcasting
|
| |
4,125
|
| |
2.13%
|
| |
3,763
|
| |
2.48%
|
| |
7,795
|
| |
3.94%
|
Transportation Equipment Manufacturing
|
| |
5,880
|
| |
3.04%
|
| |
2,948
|
| |
1.95%
|
| |
—
|
| |
—
|
Casinos & Gaming
|
| |
4,762
|
| |
2.46%
|
| |
2,820
|
| |
1.86%
|
| |
—
|
| |
—
|
Wholesale-Apparel, Piece Goods & Notions
|
| |
2,801
|
| |
1.45%
|
| |
2,762
|
| |
1.82%
|
| |
—
|
| |
—
|
Hotel Operator
|
| |
437
|
| |
0.22%
|
| |
1,203
|
| |
0.79%
|
| |
3,361
|
| |
1.70%
|
Technology
|
| |
413
|
| |
0.21%
|
| |
202
|
| |
0.13%
|
| |
—
|
| |
—
|
Real Estate Services
|
| |
—
|
| |
—
|
| |
200
|
| |
0.13%
|
| |
2,065
|
| |
1.04%
|
Building Cleaning and Maintenance Services
|
| |
—
|
| |
—
|
| |
162
|
| |
0.11%
|
| |
819
|
| |
0.41%
|
Maritime Security Services
|
| |
32
|
| |
0.02%
|
| |
19
|
| |
0.01%
|
| |
30
|
| |
0.02%
|
Consumer Finance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,050
|
| |
0.53%
|
Gaming, Lodging & Restaurants
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,127
|
| |
6.14%
|
Water Transport
|
| |
(6)
|
| |
—
|
| |
—
|
| |
—
|
| |
8,001
|
| |
4.05%
|
Chemicals
|
| |
1,469
|
| |
0.76%
|
| |
—
|
| |
—
|
| |
6,917
|
| |
3.50%
|
Consulting
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(458)
|
| |
(0.23)%
|
Telecommunications Services
|
| |
(6)
|
| |
—
|
| |
(160)
|
| |
(0.11)%
|
| |
(928)
|
| |
(0.47)%
|
Special Purpose Acquisition Company
|
| |
10,014
|
| |
5.17%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Media & Entertainment
|
| |
6,311
|
| |
3.26%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Motor Vehicle Parts and Accessories
|
| |
2,865
|
| |
1.48%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Consumer Services
|
| |
2,393
|
| |
1.23%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$193,631
|
| |
100.00%
|
| |
$151,648
|
| |
100.00%
|
| |
$197,615
|
| |
99.99%
|
|
| |
For the Three Months Ended March 31,
|
| |
For the Year Ended December 31,
|
||||||||||||||||||
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
||||||||||||
|
| |
In
Thousands
|
| |
Per
Share(1)
|
| |
In
Thousands
|
| |
Per
Share(1)
|
| |
In
Thousands
|
| |
Per
Share(2)
|
| |
In
Thousands
|
| |
Per
Share(2)
|
Total Investment Income
|
| |
$5,295
|
| |
$0.23
|
| |
$6,429
|
| |
$0.64
|
| |
$22,897
|
| |
$1.71
|
| |
$27,038
|
| |
$2.64
|
Interest income
|
| |
4,179
|
| |
0.19
|
| |
5,987
|
| |
0.59
|
| |
19,210
|
| |
1.44
|
| |
24,198
|
| |
2.36
|
Dividend income
|
| |
801
|
| |
0.03
|
| |
403
|
| |
0.04
|
| |
0.23
|
| |
0.23
|
| |
2,070
|
| |
0.20
|
Other income
|
| |
315
|
| |
0.01
|
| |
39
|
| |
0.00
|
| |
0.04
|
| |
0.04
|
| |
770
|
| |
0.08
|
(1)
|
The per share amounts are based on a weighted average of 23,401,837 outstanding common shares for the three months ended March 31, 2021 and a weighted average of 10,062,682 outstanding common shares for the three months ended March 31, 2020.
|
(2)
|
The per share amounts are based on a weighted average of 13,309,463 outstanding common shares for the year ended December 31, 2020 and a weighted average of 10,249,578 outstanding common shares for the year ended December 31, 2019.
|
|
| |
For the Three Months Ended March 31,
|
| |
For the Year Ended December 31,
|
||||||||||||||||||
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
||||||||||||
|
| |
In
Thousands
|
| |
Per
Share(1)
|
| |
In
Thousands
|
| |
Per
Share(2)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
Total Expenses
|
| |
$3,791
|
| |
$0.16
|
| |
$3,777
|
| |
$0.38
|
| |
$15,731
|
| |
$1.18
|
| |
$15,892
|
| |
$1.55
|
Management fees
|
| |
660
|
| |
0.03
|
| |
698
|
| |
0.07
|
| |
2,511
|
| |
0.19
|
| |
2,953
|
| |
0.29
|
Incentive fees
|
| |
108
|
| |
—
|
| |
100
|
| |
0.01
|
| |
1,020
|
| |
0.08
|
| |
2,735
|
| |
0.26
|
Total advisory and management fees
|
| |
768
|
| |
0.03
|
| |
798
|
| |
0.08
|
| |
3,531
|
| |
0.27
|
| |
5,688
|
| |
0.55
|
Administration fees
|
| |
156
|
| |
0.01
|
| |
204
|
| |
0.02
|
| |
729
|
| |
0.05
|
| |
987
|
| |
0.10
|
Directors’ fees
|
| |
55
|
| |
—
|
| |
51
|
| |
0.01
|
| |
198
|
| |
0.01
|
| |
200
|
| |
0.02
|
Interest expense
|
| |
2,198
|
| |
0.09
|
| |
2,305
|
| |
0.23
|
| |
9,126
|
| |
0.69
|
| |
7,636
|
| |
0.75
|
Professional services
|
| |
425
|
| |
0.02
|
| |
257
|
| |
0.03
|
| |
1,441
|
| |
0.11
|
| |
833
|
| |
0.08
|
Custody fees
|
| |
13
|
| |
—
|
| |
20
|
| |
0.00
|
| |
51
|
| |
—
|
| |
57
|
| |
0.01
|
Other
|
| |
176
|
| |
0.01
|
| |
142
|
| |
0.01
|
| |
655
|
| |
0.05
|
| |
491
|
| |
0.05
|
Income Tax Expense
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Excise Tax Expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
17
|
| |
—
|
| |
209
|
| |
0.02
|
(1)
|
The per share amounts are based on a weighted average of 23,401,837 outstanding common shares for the three months ended March 31, 2021.
|
(2)
|
The per share amounts are based on a weighted average of 10,062,682 outstanding common shares for the three months ended March 31, 2020.
|
(3)
|
The per share amounts are based on a weighted average of 13,309,463 outstanding common shares for the year ended December 31, 2020 and a weighted average of 10,249,578 outstanding common shares for the year ended December 31, 2019.
|
|
| |
For the Three Months Ended March 31,
|
| |
For the Year Ended December 31,
|
||||||||||||||||||
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
||||||||||||
|
| |
In
Thousands
|
| |
Per
Share(1)
|
| |
In
Thousands
|
| |
Per
Share(2)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
Net Realized Gain (Loss)
|
| |
$(3,275)
|
| |
$(0.14)
|
| |
$(11,313)
|
| |
$(1.12)
|
| |
$(9,749)
|
| |
$(0.73)
|
| |
$1,300
|
| |
$0.13
|
Gross realized gain
|
| |
919
|
| |
0.04
|
| |
402
|
| |
0.04
|
| |
4,255
|
| |
0.32
|
| |
2,130
|
| |
0.21
|
Gross realized loss
|
| |
(4,194)
|
| |
(0.18)
|
| |
(11,715)
|
| |
(1.16)
|
| |
(14,004)
|
| |
(1.05)
|
| |
(830)
|
| |
(0.08)
|
(1)
|
The per share amounts are based on a weighted average of 23,401,837 outstanding common shares for the three months ended March 31, 2021.
|
(2)
|
The per share amounts are based on a weighted average of 10,062,682 outstanding common shares for the three months ended March 31, 2020.
|
(3)
|
The per share amounts are based on a weighted average of 13,309,463 outstanding common shares for the year ended December 31, 2020 and a weighted average of 10,249,578 outstanding common shares for the year ended December 31, 2019.
|
|
| |
For the Three Months Ended March 31,
|
| |
For the Year Ended December 31,
|
||||||||||||||||||
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
||||||||||||
|
| |
In
Thousands
|
| |
Per
Share(1)
|
| |
In
Thousands
|
| |
Per
Share(2)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
| |
In
Thousands
|
| |
Per
Share(3)
|
Net Realized Appreciation (Depreciation)
|
| |
$14,317
|
| |
$0.61
|
| |
$(24,877)
|
| |
$(2.47)
|
| |
$(29,356)
|
| |
$(2.20)
|
| |
$(19,784)
|
| |
$(1.93)
|
Unrealized appreciation
|
| |
18,032
|
| |
0.77
|
| |
6,979
|
| |
0.69
|
| |
21,363
|
| |
1.61
|
| |
4,629
|
| |
0.45
|
Unrealized depreciation
|
| |
(3,715)
|
| |
(0.16)
|
| |
(31,856)
|
| |
(3.16)
|
| |
(50,719)
|
| |
(3.81)
|
| |
(24,413)
|
| |
(2.38)
|
(1)
|
The per share amounts are based on a weighted average of 23,401,837 outstanding common shares for the three months ended March 31, 2021.
|
(2)
|
The per share amounts are based on a weighted average of 10,062,682 outstanding common shares for the three months ended March 31, 2020.
|
(3)
|
The per share amounts are based on a weighted average of 13,309,463 outstanding common shares for the year ended December 31, 2020 and a weighted average of 10,249,578 outstanding common shares for the year ended December 31, 2019.
|
(in thousands)
|
| |
Total
|
| |
Less than
1 year
|
| |
1-3 years
|
| |
3-5 years
|
| |
More than
5 years
|
Contractual Obligations
|
| |
|
| |
|
| |
|
| |
|
| |
|
2022 Notes
|
| |
$30,293
|
| |
$—
|
| |
$30,293
|
| |
$—
|
| |
$—
|
12025 Notes
|
| |
45,610
|
| |
—
|
| |
—
|
| |
45,610
|
| |
—
|
2024 Notes
|
| |
42,823
|
| |
—
|
| |
—
|
| |
42,823
|
| |
—
|
Total
|
| |
$118,726
|
| |
$—
|
| |
$30,293
|
| |
$88,433
|
| |
$—
|
•
|
we purchased $3.0 million in par value of Viasat, Inc. receivable at 90% of par value.
|
•
|
we sold $3.0 million in par value of PetroChoice Holdings, Inc. first lien secured loan at approximately 97% of par value.
|
•
|
we sold 99,506 shares of Crestwood Equity Partners, LP class A preferred equity units for approximately $0.9 million.
|
•
|
we sold 100,000 shares of TRU (UK) Asia Limited common equity for approximately $1.0 million.
|
•
|
we sold 25,716 shares of CPK common equity for approximately $0.8 million.
|
•
|
our $10.0 million Subcom, LLC 1st lien secured revolver commitment was retired.
|
•
|
we sold approximately $0.3 million of SPAC positions across 20 companies.
|
•
|
we purchased $3.0 million in par value of W&T Offshore, Inc. second lien secured bond at approximately 89% of par value.
|
•
|
we purchased $1.0 million in par value of Cleaver-Brooks, Inc. secured bond at 100% of par value.
|
•
|
we sold approximately $0.04 million of SPAC positions across five companies.
|
LIBOR Increase (Decrease)
|
| |
Increase (decrease) of Net
Investment Income
(in thousands)(1)
|
3.00%
|
| |
$2,001
|
2.00%
|
| |
1,334
|
1.00%
|
| |
667
|
(1.00)%
|
| |
(22)
|
(2.00)%
|
| |
(22)
|
(3.00)%
|
| |
(22)
|
(1)
|
Several of our debt investments with variable rates contain a LIBOR floor. The actual increase (decrease) of net investment income reflected in the table above takes into account such LIBOR floors to the extent applicable.
|
•
|
analysis of the credit documents by GECM’s investment team (including the members of the team with legal training and years of professional experience). GECM will engage outside counsel when necessary as well;
|
•
|
review of historical and prospective financial information;
|
•
|
research relating to the prospective portfolio company’s management, industry, markets, customers, products and services and competitors and customers;
|
•
|
verification of collateral or assets;
|
•
|
interviews with management, employees, customers and vendors of the prospective portfolio company; and
|
•
|
informal or formal background and reference checks.
|
•
|
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
|
•
|
identifies, evaluates and negotiates the structure of our investments (including performing due diligence on our prospective portfolio companies);
|
•
|
closes and monitors our investments; and
|
•
|
determines the securities and other assets that we purchase, retain or sell.
|
•
|
no Income Incentive Fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate;
|
•
|
100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate, but is less than 2.1875% in any calendar quarter (8.75% annualized). We refer to this portion of our pre-incentive fee net investment income as the “catch up” provision. The “catch up” is meant to provide GECM with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if our net investment income exceeds 2.1875% in any calendar quarter; and
|
•
|
20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
|
|
| |
Assumption 1
|
| |
Assumption 2
|
| |
Assumption 3
|
Investment income(1)
|
| |
7.04%
|
| |
8.19%
|
| |
9.04%
|
Hurdle rate (7% annualized)
|
| |
1.75%
|
| |
1.75%
|
| |
1.75%
|
“Catch up” provision (8.75% annualized)
|
| |
2.19%
|
| |
2.19%
|
| |
2.19%
|
Pre-incentive fee net investment income(2)
|
| |
1.00%
|
| |
2.15%
|
| |
3.00%
|
Incentive fee
|
| |
—%(3)
|
| |
0.40%(4)
|
| |
0.60%(5)
|
(1)
|
Investment income includes interest income, dividends and other fee income.
|
(2)
|
Pre-incentive fee net investment income is net of management fees and other expenses and excludes organizational and offering expenses. In these examples, management fees are 0.38% (1.50% annualized) of net assets and other expenses are assumed to be 3.04% of net assets.
|
(3)
|
The pre-incentive fee net investment income is below the hurdle rate and thus no incentive fee is earned.
|
(4)
|
The pre-incentive fee net investment income ratio of 2.15% is between the hurdle rate and the top of the “catch up” provision thus the corresponding incentive fee is calculated as 100% X (2.15% — 1.75%).
|
(5)
|
The pre-incentive fee net investment income ratio of 3.00% is greater than both the hurdle rate and the “catch up” provision thus the corresponding incentive fee is calculated as (i) 100% X (2.1875% — 1.75%) or 0.4375% (the “catch up”); plus (ii) 20% X (3.00% — 2.1875%).
|
|
| |
In millions
|
|||
|
| |
Assumption 1
|
| |
Assumption 2
|
Year 1
|
| |
|
| |
|
Investment in Company A
|
| |
20.0
|
| |
20.0
|
Investment in Company B
|
| |
30.0
|
| |
30.0
|
Investment in Company C
|
| |
—
|
| |
25.0
|
Year 2
|
| |
|
| |
|
Proceeds from sale of investment in Company A
|
| |
50.0
|
| |
50.0
|
Fair market value (FMV) of investment in Company B
|
| |
32.0
|
| |
25.0
|
FMV of investment in Company C
|
| |
—
|
| |
25.0
|
Year 3
|
| |
|
| |
|
Proceeds from sale of investment in Company C
|
| |
—
|
| |
30.0
|
FMV of investment in Company B
|
| |
25.0
|
| |
24.0
|
Year 4
|
| |
|
| |
|
Proceeds from sale of investment in Company B
|
| |
31.0
|
| |
—
|
FMV of investment in Company B
|
| |
—
|
| |
35.0
|
Year 5
|
| |
|
| |
|
Proceeds from sale of investment in Company B
|
| |
—
|
| |
20.0
|
Capital Gains Incentive Fee:
|
| |
|
| |
|
Year 1
|
| |
—(1)
|
| |
—(1)
|
Year 2
|
| |
6.0(2)
|
| |
5.0(6)
|
Year 3
|
| |
—(3)
|
| |
0.8(7)
|
Year 4
|
| |
0.2(4)
|
| |
1.2(8)
|
Year 5
|
| |
—(5)
|
| |
—(9)
|
(1)
|
There is no Capital Gains Incentive Fee in Year 1 as there have been no realized capital gains.
|
(2)
|
Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as $30.0 million × 20%.
|
(3)
|
Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses and there is $5.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($30.0 million - $5.0 million) × 20% less $6.0 million (aggregate Capital Gains Incentive Fee paid in prior years).
|
(4)
|
Aggregate realized capital gains are $31.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) $31.0 million × 20% less $6.0 million (aggregate Capital Gains Incentive Fee paid in prior years).
|
(5)
|
There is no Capital Gains Incentive Fee in Year 5 as there are no aggregate realized capital gains for which Capital Gains Incentive Fee has not already been paid in prior years.
|
(6)
|
Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses and there is $5.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($30.0 million - $5.0 million) × 20%. There have been no Capital Gains Incentive Fees paid in prior years.
|
(7)
|
Aggregate realized capital gains are $35.0 million. There are no aggregate realized capital losses and there is $6.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($35.0 million - $6.0 million) × 20% less $5.0 million (aggregate Capital Gains Incentive Fee paid in prior years).
|
(8)
|
Aggregate realized capital gains are $35.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) $35.0 million × 20% less $5.8 million (aggregate Capital Gains Incentive Fee paid in prior years).
|
(9)
|
Aggregate realized capital gains are $35.0 million. Aggregate realized capital losses are $10.0 million. There is no aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($35.0 million - $10.0 million) × 20% less $7.0 million (aggregate Capital Gains Incentive Fee paid in prior years).
|
•
|
our organizational expenses;
|
•
|
fees and expenses, including reasonable travel expenses, actually incurred by GECM or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);
|
•
|
out-of-pocket fees and expenses, including reasonable travel expenses, actually incurred by GECM or payable to third parties related to the provision of managerial assistance to our portfolio companies that we agree to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of GECM);
|
•
|
interest or other costs associated with debt, if any, incurred to finance our business;
|
•
|
fees and expenses incurred in connection with our membership in investment company organizations;
|
•
|
brokers’ commissions;
|
•
|
investment advisory and management fees;
|
•
|
fees and expenses associated with calculating our net asset value (including the costs and expenses of any independent valuation firm);
|
•
|
fees and expenses relating to offerings of our common stock and other securities;
|
•
|
legal, auditing or accounting expenses;
|
•
|
federal, state and local taxes and other governmental fees;
|
•
|
the fees and expenses of GECM, in its role as the administrator, and any sub-administrator, our transfer agent or sub-transfer agent, and any other amounts payable under the Administration Agreement, or any similar administration agreement or sub-administration agreement to which we may become a party;
|
•
|
the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our securities;
|
•
|
the expenses of and fees for registering or qualifying our common stock for sale and of maintaining our registration and registering us as a broker or a dealer;
|
•
|
the fees and expenses of our directors who are not interested persons (as defined in the Investment Company Act);
|
•
|
the cost of preparing and distributing reports, proxy statements and notices to stockholders, the SEC and other governmental or regulatory authorities;
|
•
|
costs of holding stockholders’ meetings;
|
•
|
listing fees;
|
•
|
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our bylaws or amended and restated articles of incorporation insofar as they govern agreements with any such custodian;
|
•
|
our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
|
•
|
our allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cyber security and related consultants and email retention) that are used by us or by GECM or its respective affiliates on our behalf (which allocable portion shall exclude any such costs related to investment professionals of GECM providing services to us);
|
•
|
direct costs and expenses incurred by us or GECM in connection with the performance of administrative services on our behalf, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;
|
•
|
all other expenses incurred by us or GECM in connection with administering our business (including payments under the Administration Agreement) based upon our allocable portion of GECM’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and
|
•
|
costs incurred by us in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.
|
•
|
the nature, quality and extent of the advisory and other services to be provided to us by GECM;
|
•
|
the investment performance of us and GECM;
|
•
|
the extent to which economies of scale would be realized as we grow, and whether the fees payable under the Investment Management Agreement reflect these economies of scale for the benefit of our stockholders;
|
•
|
comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives;
|
•
|
our projected operating expenses and expense ratio compared to BDCs with similar investment objectives;
|
•
|
existing and potential sources of indirect income to GECM from its relationship with us and the profitability of those income sources;
|
•
|
information about the services to be performed and the personnel performing such services under the Investment Management Agreement;
|
•
|
the organizational capability and financial condition of GECM and its affiliates; and
|
•
|
the possibility of obtaining similar services from other third party service providers or through an internally managed structure.
|
•
|
67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or
|
•
|
more than 50% of the outstanding voting securities of such company.
|
•
|
in connection with a rights offering to our existing stockholders,
|
•
|
with the consent of the majority of our common stockholders, or
|
•
|
under such other circumstances as the SEC may permit.
|
•
|
securities purchased in transactions not involving any public offering, the issuer of which is an eligible portfolio company;
|
•
|
securities received in exchange for or distributed with respect to securities described in the bullet above or pursuant to the exercise of options, warrants or rights relating to such securities; and
|
•
|
cash, cash items, government securities or high quality debt securities (within the meaning of the Investment Company Act), maturing in one year or less from the time of investment.
|
•
|
does not have a class of securities with respect to which a broker may extend margin credit at the time the acquisition is made;
|
•
|
is controlled by the BDC and has an affiliate of the BDC on its board of directors;
|
•
|
does not have any class of securities listed on a national securities exchange;
|
•
|
is a public company that lists its securities on a national securities exchange with a market capitalization of less than $250.0 million; or
|
•
|
meets such other criteria as may be established by the SEC.
|
•
|
our investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid; and
|
•
|
net tax exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution Requirement”).
|
•
|
at least 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
|
•
|
at least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and
|
•
|
certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
|
•
|
disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction;
|
•
|
convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income;
|
•
|
convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited);
|
•
|
cause us to recognize income or gain without a corresponding receipt of cash,
|
•
|
adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur;
|
•
|
adversely alter the characterization of certain complex financial transactions; and
|
•
|
produce income that will not qualify as “good income” for purposes of the 90% annual gross income requirement described above.
|
Name, Address
and Age
|
| |
Position(s) Held
with GECC
|
| |
Term of
Office
(Length of
Time Served)
|
| |
Principal Occupation(s)
During Past 5 Years
|
| |
Number of
Portfolios in
Fund Complex
Overseen by
Director
|
| |
Other
Directorships
Held by Director
During Past
5 Years
|
Peter A. Reed (41)(1)
|
| |
Chairman of the Board of Directors, President and Chief Executive Officer
|
| |
Until 2022 (since inception)
|
| |
President and Chief
Executive Officer –
GECC
Chief Investment Officer –
GECM
Chief Executive Officer –
GEG
Partner and Portfolio
Manager – MAST
Capital Management, LLC (“MAST Capital”)
|
| |
4(2)
|
| |
Avanti
GEG
Nebraska Book
Holdings, Inc.
International Wire Group Holdings, Inc
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Randall Revell Horsey (59)
|
| |
Director and
Chairman of
Audit Committee
|
| |
Until 2021 (since 2017)
|
| |
Director of Strategy and Partnerships – PocketSuite
Senior Vice President
and Managing Director
of North America –
MEGA International
Interim Chief Financial
Officer – Aquicore, Inc.
(“Aquicore”)
Co-founder and President –
HelloWallet
|
| |
N/A
|
| |
Aquicore
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Erik A. Falk (51)(3)
|
| |
Director
|
| |
Until 2021 (since 2021)
|
| |
Head of Strategy at
Magnetar Capital
|
| |
N/A
|
| |
Corporate
Capital Trust
Corporate
Capital Trust II
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mark Kuperschmid (58)
|
| |
Director
|
| |
Until 2023 (since inception)
|
| |
Managing Member – Benmark Investments LLC
Co-Head of Technology
Investment Banking –
Bank of America
Securities
|
| |
N/A
|
| |
None.
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Name, Address
and Age
|
| |
Position(s) Held
with GECC
|
| |
Term of
Office
(Length of
Time Served)
|
| |
Principal Occupation(s)
During Past 5 Years
|
| |
Number of
Portfolios in
Fund Complex
Overseen by
Director
|
| |
Other
Directorships
Held by Director
During Past
5 Years
|
Michael C. Speller (52)
|
| |
Director
|
| |
Until 2023 (since 2017)
|
| |
Partner and Head of Debt
Advisory, North America –
Rothschild & Co.
Managing Director –
Credit Suisse
|
| |
N/A
|
| |
None.
|
(1)
|
Mr. Reed is an interested person of the Company due to his position as our President and Chief Executive Officer and as Chief Investment Officer of GECM.
|
(2)
|
Mr. Reed is also a director of GECM. GECM is responsible for the day-to-day management of three separately managed amounts for an institutional investor and one private investment fund in addition to GECC.
|
(3)
|
Mr. Falk is an interested person of the Company due to his ownership of GEG’s Senior Convertible PIK Notes due 2030 (“GEG PIK Notes”).
|
Name, Address and Age
|
| |
Position(s) Held with
GECC
|
| |
Term of Office
(Length of Time
Served)
|
| |
Principal Occupation(s) During Past
5 Years
|
Peter A. Reed (41)
|
| |
Chairman of the
Board of Directors,
President and Chief
Executive Officer
|
| |
Since
inception
|
| |
President and Chief Executive Officer—GECC
Chief Investment Officer—GECM
Chief Executive Officer—GEG
Partner and Portfolio Manager—MAST Capital
|
|
| |
|
| |
|
| |
|
Keri A. Davis (37)
|
| |
Chief Financial
Officer and Treasurer
|
| |
Since March 2019
|
| |
SEC Reporting Manager—GECM
Senior Manager—
PricewaterhouseCoopers LLP (“PwC”)
|
|
| |
|
| |
|
| |
|
Adam M. Kleinman (46)
|
| |
Chief Compliance Officer and Secretary
|
| |
Since October 2017
|
| |
Chief Operating Officer, Chief
Compliance Officer and General Counsel—GECM
President and Chief Operating Officer—GEG
Partner, Chief Operating Officer and
General Counsel—MAST Capital
|
Name
|
| |
Fees Earned or
Paid in Cash
|
| |
All Other Name
Fees Earned or
Paid in Cash
Compensation(1)
|
| |
Total
|
Independent Directors
|
| |
|
| |
|
| |
|
Mark Kuperschmid
|
| |
$65,000
|
| |
$—
|
| |
$65,000
|
Randall Revell Horsey
|
| |
$65,000
|
| |
$—
|
| |
$65,000
|
Michael C. Speller
|
| |
$65,000
|
| |
$—
|
| |
$65,000
|
Interested Directors
|
| |
|
| |
|
| |
|
Peter A. Reed
|
| |
$—
|
| |
$—
|
| |
$—
|
John E. Stuart(2)
|
| |
$—
|
| |
$—
|
| |
$—
|
Erik A. Falk(3)
|
| |
$—
|
| |
$—
|
| |
$—
|
(1)
|
In fiscal year 2020, we did not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.
|
(2)
|
Mr. Stuart resigned from the Board in March, 2021.
|
(3)
|
Mr. Falk joined the Board in March 2021.
|
Name of Investment Committee Voting Member
|
| |
Type of Accounts
|
| |
Total No. of
Other
Accounts
Managed
|
| |
Total Other
Assets (in
millions)
|
| |
Advisory Fee
is Based on
Performance
|
| |
Total Assets
in Other
Accounts
where
Advisory Fee
is Based on
Performance
(in millions)
|
Peter A. Reed
|
| |
Registered Investment Companies:
|
| |
None
|
| |
None
|
| |
None
|
| |
None
|
|
| |
Other Pooled Investment Vehicles:
|
| |
1
|
| |
$6.6
|
| |
1
|
| |
$6.6
|
|
| |
Other Accounts:
|
| |
3
|
| |
$8.7
|
| |
3
|
| |
$8.7
|
Matt Kaplan
|
| |
Registered Investment Companies:
|
| |
None
|
| |
None
|
| |
None
|
| |
None
|
|
| |
Other Pooled Investment Vehicles:
|
| |
1
|
| |
$6.6
|
| |
1
|
| |
$6.6
|
|
| |
Other Accounts:
|
| |
3
|
| |
$8.7
|
| |
3
|
| |
$8.7
|
•
|
each of the directors and named executive officers for the fiscal year ended December 31, 2020;
|
•
|
all of our current executive officers and directors as a group; and
|
•
|
each person known by us to be beneficial owners of 5% or more of our outstanding common stock.
|
|
| |
Shares
Beneficially
Owned
|
| |
Percent of
Class
|
Interested Directors
|
| |
|
| |
|
Peter A. Reed
|
| |
264,504
|
| |
1.1%
|
Erik A. Falk(1)
|
| |
0
|
| |
*
|
Independent Directors
|
| |
|
| |
|
Michael C. Speller
|
| |
36,559
|
| |
*
|
Mark Kuperschmid(2)
|
| |
35,917
|
| |
*
|
Randall Revell Horsey
|
| |
26,041
|
| |
*
|
|
| |
|
| |
|
Executive Officers
|
| |
|
| |
|
Adam Kleinman
|
| |
79,496
|
| |
*
|
Keri Davis
|
| |
13,552
|
| |
*
|
Directors and executive officers as a group (7 persons)
|
| |
456,069
|
| |
1.9%
|
|
| |
|
| |
|
5% Beneficial Owners
|
| |
|
| |
|
Great Elm Group, Inc.(3)
|
| |
5,978,787
|
| |
25.4%
|
Entities affiliated with Imperial Capital Asset Management, LLC(4)
|
| |
2,170,115
|
| |
9.2%
|
Entities affiliated with Northern Right Capital Management, L.P.(5)
|
| |
1,356,819
|
| |
5.8%
|
*
|
Represents less than 1%.
|
(1)
|
Mr. Falk joined the Board in March 2021.
|
(2)
|
Represents shares held by Benmark Investments LLC (1568 Columbus Ave., Burlingame, California 94010). Mr. Kuperschmid disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
|
(3)
|
Great Elm Group, Inc. is the beneficial owner of 5,978,787 shares of our common stock, including 5,539,724 shares of our common stock of which it has sole voting and dispositive power and 439,063 shares of our common stock of which it has shared voting and dispositive power. The address for Great Elm Group, Inc. is 800 South Street, Suite 230, Waltham, MA 02453.
|
(4)
|
Based on information furnished in a Schedule 13G/A filed with the SEC on February 16, 2021, jointly by ICAM, Long Ball Partners, LLC (“Long Ball”), IC Leverage Income Fund, LLC (“IC Leverage”), Imperial Capital Group Holdings II, LLC (“Imperial Holdings II”), Imperial Capital Group Holdings, LLC (“Imperial Holdings”), Jason Reese, and Randall Wooster. ICAM and Long Ball reported shared voting and dispositive power over 678,721 shares of our common stock; Imperial Holdings and Mr. Wooster reported shared voting and dispositive power over 1,491,394 shares of our common stock; IC Leverage reported shared voting and dispositive power over 289,975 shares of our common stock; Imperial Holdings II reported shared voting and dispositive power over 1,201,419 shares of our common stock; and Mr. Reese reported shared voting and dispositive power over 2,170,115 shares of our common stock.
|
(5)
|
Based on information provided to the Company and furnished in a Schedule 13G/A filed with the SEC on February 16, 2021, jointly by Northern Right Capital Management, L.P. (“Northern Right”), Northern Right Capital (QP), L.P. (“Northern Right QP”), NRC Partners I, LP (“NRC”), BC Advisors, LLC (“BCA”) and Matthew A. Drapkin. Each of Northern Right, BCA and Mr. Drapkin reported shared voting and dispositive power over 1,356,819 shares of our common stock; Northern Right QP reported shared voting and dispositive power over 604,612 shares of our common stock; and NRC reported shared voting and dispositive power over 284,010 shares of our common stock.
|
Name of Director
|
| |
Dollar Range of Equity
Securities of GECC(1) (2)
|
Independent Directors
|
| |
|
Randall Revell Horsey
|
| |
$50,001 - $100,000
|
Mark Kuperschmid
|
| |
Over $100,000
|
Michael C. Speller
|
| |
Over $100,000
|
Interested Directors
|
| |
|
Peter A. Reed
|
| |
Over $100,000
|
Erik A. Falk
|
| |
None
|
(1)
|
Dollar ranges are as follows: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, or over $100,000.
|
(2)
|
The dollar range of equity securities beneficially owned is based on the closing price for our common stock of $3.60 on December 31, 2020.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state therein or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) a valid election is in place under applicable U.S. Treasury regulations to treat such trust as a United States person.
|
•
|
the Non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of 871(h)(3) of the Code;
|
•
|
the Non-U.S. Holder is a “controlled foreign corporation” for U.S. federal income tax purposes that is related to us (directly or indirectly) through stock ownership;
|
•
|
the Non-U.S. Holder is a bank extending credit under a loan agreement in the ordinary course of its trade or business; or
|
•
|
the Non-U.S. Holder does not satisfy the certification requirements described below.
|
•
|
the gain is not effectively connected with the conduct of a trade or business within the United States, or a permanent establishment maintained in the United States if certain tax treaties apply;
|
•
|
in the case of a Non-U.S. Holder that is an individual, the Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the sale, exchange, or other disposition of the Notes; and
|
•
|
the Non-U.S. Holder is not subject to tax pursuant to certain provisions of U.S. federal income tax law applicable to certain expatriates.
|
Title of Class
|
| |
Amount Authorized
|
| |
Amount Held by
GECC or for
GECC’s Account
|
| |
Amount Outstanding
Exclusive of Amounts
Shown in the Adjacent
Column
|
Common Stock
|
| |
100,000,000
|
| |
—
|
| |
23,508,232
|
2022 Notes
|
| |
—
|
| |
—
|
| |
$30.3 million
|
2025 Notes
|
| |
—
|
| |
—
|
| |
$45.6 million
|
2024 Notes
|
| |
—
|
| |
—
|
| |
$42.8 million
|
•
|
amendments to the provisions of our charter relating to the classification of our Board, the power of our Board to fix the number of directors and to fill vacancies on our Board, the vote required to elect or remove a director, the vote required to approve our dissolution, amendments to our charter and extraordinary transactions and our Board exclusive power to amend our bylaws;
|
•
|
charter amendments that would convert us from a closed-end company to an open-end company or make our common stock a redeemable security (within the meaning of the Investment Company Act);
|
•
|
our liquidation or dissolution or any amendment to our charter to effect any such liquidation or dissolution;
|
•
|
any merger, consolidation, conversion, share exchange or sale or exchange of all or substantially all of our assets that the Maryland General Corporation Law requires be approved by our stockholders; or
|
•
|
any transaction between us, on the one hand, and any person or group of persons acting together that is entitled to exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly (other than solely by virtue of a revocable proxy), of one-tenth or more of the voting power in the election of our directors generally, or any person controlling, controlled by or under common control with, employed by or acting as an agent of, any such person or member of such group, on the other hand.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than common stock held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
Underwriters
|
| |
Principal Amount
of Notes
|
Oppenheimer & Co. Inc.
|
| |
|
B. Riley Securities, Inc.
|
| |
|
Janney Montgomery Scott LLC
|
| |
|
Ladenburg Thalmann & Co. Inc.
|
| |
|
Total
|
| |
$
|
|
| |
Per Note
|
| |
Without Over-
allotment Option
|
| |
With Over-
allotment Option
|
Public offering price
|
| |
$
|
| |
$
|
| |
$
|
Underwriting discounts and commissions ( % of public
offering price)
|
| |
$
|
| |
$
|
| |
$
|
Proceeds (before expenses)
|
| |
$
|
| |
$
|
| |
$
|
•
|
The GECC financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 16, 2021; and
|
•
|
The GECC financial statements contained in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on May 7, 2021.
|
Oppenheimer & Co.
|
| |
B. Riley Securities
|
| |
Janney Montgomery Scott
|
| |
Ladenburg Thalmann
|
Item 25.
|
Financial Statements and Exhibits
|
Exhibit
Number
|
| |
Description
|
(a)
|
| | |
(b)
|
| | |
(d)(1)*
|
| | |
(d)(2)
|
| | |
(d)(3)*
|
| | |
(d)(4)*
|
| | |
(d)(5)
|
| | |
(d)(6)
|
| | |
(d)(7)
|
| | |
(d)(8)
|
| | |
(d)(9)
|
| | |
(d)(10)
|
| | |
(d)(11)
|
| | |
(d)(12)
|
| | |
(e)
|
| | |
(g)
|
| | |
(h)*
|
| |
Exhibit
Number
|
| |
Description
|
(j)
|
| | |
(k)(1)
|
| | |
(k)(2)
|
| | |
(k)(3)
|
| | |
(l)(1)*
|
| | |
(l)(2)*
|
| | |
(n)(1)*
|
| | |
(n)(2)*
|
| | |
(n)(3)*
|
| | |
(n)(4)*
|
| | |
(r)(1)
|
| | |
(r)(2)
|
| |
*
|
Filed herewith
|
Item 26.
|
Marketing Arrangements
|
Item 27.
|
Other Expenses of Issuance and Distribution**
|
SEC registration fee
|
| |
$6,273
|
Nasdaq Global Select Additional Listing Fees
|
| |
45,000
|
Accounting fees and expenses
|
| |
30,000
|
Legal fees and expenses
|
| |
300,000
|
Printing and engraving
|
| |
35,000
|
Miscellaneous fees and expenses
|
| |
126,727
|
Total
|
| |
$543,000
|
**
|
These amounts (other than the SEC registration fee, and Nasdaq fee) are estimates.
|
Item 28.
|
Persons Controlled by or Under Common Control
|
Entity
|
| |
Ownership
|
| |
Jurisdiction of Organization
|
PE Facility Solutions, LLC
|
| |
87%
|
| |
Delaware
|
Prestige Capital Finance, LLC
|
| |
80%
|
| |
Delaware
|
Item 29.
|
Number of Holders of Securities
|
Title of Class
|
| |
Number of Record Holders
|
Common Stock, par value $0.01 per share
|
| |
12
|
6.50% Notes due 2022
|
| |
1
|
6.75% Notes due 2025
|
| |
1
|
6.50% Notes due 2024
|
| |
1
|
Item 30.
|
Indemnification
|
Item 31.
|
Business and Other Connections of Investment Adviser
|
Item 32.
|
Location of Accounts and Records
|
1.
|
the Registrant, 800 South Street, Suite 230, Waltham, Massachusetts 02453;
|
2.
|
the Transfer Agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219;
|
3.
|
the Custodian, U.S. Bank National Association located at One Federal Street, Third Floor, Boston, Massachusetts 02110; and
|
4.
|
GECM, 800 South Street, Suite 230, Waltham, Massachusetts 02453.
|
Item 33.
|
Management Services
|
Item 34.
|
Undertakings
|
1.
|
Not applicable.
|
2.
|
Not applicable.
|
3.
|
Not applicable.
|
4.
|
(a) for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the 1933 Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
|
5.
|
Not applicable.
|
6.
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
7.
|
The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
|
|
| |
GREAT ELM CAPITAL CORP.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Peter A. Reed
|
|
| |
Name:
|
| |
Peter A. Reed
|
|
| |
Title:
|
| |
Chief Executive Officer
|
Name
|
| |
Capacity
|
|
| |
|
/s/ Peter A. Reed
|
| |
Chief Executive Officer and Director (Principal
Executive Officer)
|
Peter A. Reed
|
| ||
|
| |
|
/s/ Keri Davis
|
| |
Chief Financial Officer and Treasurer (Principal
Financial Officer and Principal Accounting Officer)
|
Keri Davis
|
| ||
|
| |
|
/s/ Mark Kuperschmid
|
| |
Director
|
Mark Kuperschmid
|
| |
|
|
| |
|
/s/ Randall Revell Horsey
|
| |
Director
|
Randall Revell Horsey
|
| |
|
|
| |
|
/s/ Michael C. Speller
|
| |
Director
|
Michael C. Speller
|
| |
|
|
| |
|
/s/ Erik A. Falk
|
| |
Director
|
Erik A. Falk
|
| |
|
1 Year Great Elm Capital Chart |
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