Filed pursuant to Rule 424(b)(3)
File No. 333-258155
APOLLO DEBT SOLUTIONS BDC
SUPPLEMENT NO. 4 DATED NOVEMBER 9, 2023
TO THE PROSPECTUS DATED MAY 8, 2023
This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Apollo Debt Solutions BDC (the “Company”), dated May 8, 2023 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purpose of this Supplement is to include our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2023
On November 9, 2023, we filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2023
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ___________
Commission File Number: 814-01424
APOLLO DEBT SOLUTIONS BDC
(Exact name of Registrant as specified in its charter)
Delaware |
86-1950548 |
(State or other jurisdiction of |
(I.R.S. Employer |
9 West 57th Street New York, New York |
10019 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212) 515-3450
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
None |
None |
None |
Securities registered pursuant to Section 12(g) of the Act:
Class S Common shares of beneficial interest, par value $0.01
Class D Common shares of beneficial interest, par value $0.01
Class I Common shares of beneficial interest, par value $0.01
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Smaller reporting company |
☐ |
Accelerated filer |
☐ |
Emerging growth company |
☒ |
Non-accelerated filer |
☒ |
|
|
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 9, 2023, there was no established public market for the Registrant’s common shares of beneficial interest (“Common Shares”).
The number of shares of the Registrant’s Common Shares, $0.01 par value per share, outstanding as of November 9, 2023 was 26,708,457 Class S common shares, 246,697 Class D common shares and 116,631,942 Class I common shares. Common shares outstanding exclude November 1, 2023 subscriptions since the issuance price is not yet finalized at this time.
APOLLO DEBT SOLUTIONS BDC
Table of Contents
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Page |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Consolidated Financial Statements |
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4 |
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5 |
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6 |
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7 |
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Consolidated Schedule of Investments as of September 30, 2023 (Unaudited) |
8 |
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Consolidated Schedule of Investments as of December 31, 2022 |
33 |
|
51 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
85 |
Item 3. |
102 |
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Item 4. |
103 |
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PART II - OTHER INFORMATION |
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Item 1. |
104 |
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Item 1A. |
104 |
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Item 2. |
105 |
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Item 3. |
106 |
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Item 4. |
106 |
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Item 5. |
106 |
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Item 6. |
107 |
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109 |
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PART I. FINANCIAL INFORMATION
In this report, the terms the “Company,”, “ADS,” “we,” “us,” and “our” refer to Apollo Debt Solutions BDC unless the context specifically states otherwise.
Item 1. Consolidated Financial Statements
APOLLO DEBT SOLUTIONS BDC |
||||||
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES |
||||||
(In thousands, except share and per share data) |
||||||
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September 30, 2023 |
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December 31, 2022 |
||
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(Unaudited) |
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Assets |
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|
|
|
Investments at fair value: |
|
|
|
|
|
|
Non-controlled/non-affiliated investments (cost — $5,303,265 and $4,427,510 at September 30, 2023 and December 31, 2022, respectively) |
|
$ |
5,287,232 |
|
$ |
4,308,892 |
Cash and cash equivalents |
|
|
322,938 |
|
|
47,322 |
Foreign currencies (cost — $17,808 and $4,312 at September 30, 2023 and December 31, 2022, respectively) |
|
|
17,808 |
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4,336 |
Receivable for investments sold |
|
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159,567 |
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|
107,868 |
Interest receivable |
|
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31,823 |
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|
27,753 |
Unrealized appreciation on foreign currency forward contracts |
|
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1,072 |
|
|
249 |
Other assets |
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3,200 |
|
|
9,800 |
Total assets |
|
$ |
5,823,640 |
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$ |
4,506,220 |
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Liabilities |
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Debt (net of deferred financing costs of $21,481 and $20,508 at September 30, 2023 and December 31, 2022, respectively) |
|
$ |
2,370,656 |
|
$ |
2,172,620 |
Payable for investments purchased |
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|
100,779 |
|
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88,788 |
Payable for share repurchases (Note 7) |
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48,895 |
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|
40,854 |
Distributions payable |
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23,702 |
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|
14,964 |
Interest payable |
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15,028 |
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8,611 |
Management and performance-based incentive fees payable |
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14,901 |
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10,451 |
Accrued administrative services expense payable |
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|
634 |
|
|
2,101 |
Other liabilities and accrued expenses |
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|
9,866 |
|
|
12,898 |
Total liabilities |
|
$ |
2,584,461 |
|
$ |
2,351,287 |
Commitments and contingencies (Note 8) |
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Total Net Assets |
|
$ |
3,239,179 |
|
$ |
2,154,933 |
|
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Net Assets |
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Common shares, $0.01 par value (131,959,664 and 92,877,753 shares issued and outstanding, respectively) |
|
$ |
1,320 |
|
$ |
929 |
Capital in excess of par value |
|
|
3,069,460 |
|
|
2,270,655 |
Accumulated distributed earnings (losses) |
|
|
168,399 |
|
|
(116,651) |
Total Net Assets |
|
$ |
3,239,179 |
|
$ |
2,154,933 |
|
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Net Asset Value Per Share |
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Class S Shares: |
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|
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Net assets |
|
$ |
583,245 |
|
$ |
251,223 |
Common shares outstanding ($0.01 par value, unlimited shares authorized) |
|
|
23,760,595 |
|
|
10,827,739 |
Net asset value per share |
|
$ |
24.55 |
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$ |
23.20 |
Class D Shares: |
|
|
|
|
|
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Net assets |
|
$ |
4,892 |
|
$ |
2,481 |
Common shares outstanding ($0.01 par value, unlimited shares authorized) |
|
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199,307 |
|
|
106,943 |
Net asset value per share |
|
$ |
24.55 |
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$ |
23.20 |
Class I Shares: |
|
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|
|
|
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Net assets |
|
$ |
2,651,042 |
|
$ |
1,901,229 |
Common shares outstanding ($0.01 par value, unlimited shares authorized) |
|
|
107,999,762 |
|
|
81,943,071 |
Net asset value per share |
|
$ |
24.55 |
|
$ |
23.20 |
See notes to consolidated financial statements
4
APOLLO DEBT SOLUTIONS BDC |
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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(In thousands, except share and per share data) |
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Investment Income |
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|
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Non-controlled/non-affiliated investments: |
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|
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|
|
|
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Interest income |
$ |
142,485 |
|
$ |
73,654 |
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$ |
384,340 |
|
$ |
134,369 |
Payment-in-kind interest income |
|
2,983 |
|
|
1,679 |
|
|
6,728 |
|
|
3,627 |
Dividend income |
|
115 |
|
|
— |
|
|
115 |
|
|
15 |
Other income |
|
2,530 |
|
|
3,135 |
|
|
5,543 |
|
|
7,601 |
Total Investment Income |
$ |
148,113 |
|
$ |
78,468 |
|
$ |
396,726 |
|
$ |
145,612 |
Operating Expenses |
|
|
|
|
|
|
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|
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Management fees |
$ |
9,543 |
|
$ |
5,979 |
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$ |
24,693 |
|
$ |
14,209 |
Performance-based incentive fees |
|
11,529 |
|
|
5,884 |
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|
30,117 |
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|
10,625 |
Interest and other debt expenses |
|
40,655 |
|
|
22,956 |
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|
116,341 |
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|
37,642 |
Organization costs |
|
— |
|
|
— |
|
|
— |
|
|
934 |
Offering costs |
|
— |
|
|
506 |
|
|
38 |
|
|
1,462 |
Trustees' fees |
|
111 |
|
|
113 |
|
|
329 |
|
|
326 |
Shareholder servicing fees |
|
1,106 |
|
|
391 |
|
|
2,465 |
|
|
665 |
Administrative service expenses |
|
670 |
|
|
632 |
|
|
1,988 |
|
|
1,829 |
Other general and administrative expenses |
|
3,438 |
|
|
1,597 |
|
|
8,054 |
|
|
4,619 |
Total expenses |
|
67,052 |
|
|
38,058 |
|
|
184,025 |
|
|
72,311 |
Management and performance-based incentive fees waived |
|
— |
|
|
(752) |
|
|
— |
|
|
(13,723) |
Expense support |
|
— |
|
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— |
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— |
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(4,433) |
Expense support reimbursement |
|
1,494 |
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|
— |
|
|
4,433 |
|
|
— |
Net Expenses |
$ |
68,546 |
|
$ |
37,306 |
|
$ |
188,458 |
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$ |
54,155 |
Net Investment Income |
$ |
79,567 |
|
$ |
41,162 |
|
$ |
208,268 |
|
$ |
91,457 |
Net Realized and Change in Unrealized Gains (Losses) |
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Net realized gains (losses): |
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Non-controlled/non-affiliated investments |
$ |
1,018 |
|
$ |
(4,092) |
|
$ |
(3,611) |
|
$ |
(17,549) |
Foreign currency transactions |
|
3,589 |
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|
4,008 |
|
|
3,069 |
|
|
3,247 |
Foreign currency forward contracts |
|
1,960 |
|
|
1,076 |
|
|
1,738 |
|
|
2,129 |
Net realized gains (losses) |
|
6,567 |
|
|
992 |
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|
1,196 |
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|
(12,173) |
Net change in unrealized gains (losses): |
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|
|
|
|
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Non-controlled/non-affiliated investments |
|
8,921 |
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(19,885) |
|
|
102,585 |
|
|
(159,982) |
Foreign currency forward contracts |
|
1,105 |
|
|
482 |
|
|
823 |
|
|
582 |
Foreign currency translations |
|
14,240 |
|
|
14,488 |
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|
4,590 |
|
|
19,095 |
Net unrealized gains (losses) |
|
24,266 |
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(4,915) |
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|
107,998 |
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|
(140,305) |
Net Realized and Change in Unrealized Gains (Losses) |
$ |
30,833 |
|
$ |
(3,923) |
|
$ |
109,194 |
|
$ |
(152,478) |
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
110,400 |
|
$ |
37,239 |
|
$ |
317,462 |
|
$ |
(61,021) |
See notes to consolidated financial statements
5
APOLLO DEBT SOLUTIONS BDC |
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CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) |
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(In thousands, except share and per share data) |
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
|
2022 |
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Operations |
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|
|
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Net investment income |
$ |
79,567 |
|
$ |
41,162 |
|
$ |
208,268 |
|
$ |
91,457 |
Net realized gains (losses) |
|
6,567 |
|
|
992 |
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|
1,196 |
|
|
(12,173) |
Net change in unrealized gains (losses) |
|
24,266 |
|
|
(4,915) |
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|
107,998 |
|
|
(140,305) |
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
110,400 |
|
$ |
37,239 |
|
$ |
317,462 |
|
$ |
(61,021) |
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|
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Distributions to Stockholders |
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Class S |
$ |
(10,346) |
|
$ |
(2,911) |
|
$ |
(23,408) |
|
$ |
(4,876) |
Class D |
|
(89) |
|
|
(27) |
|
|
(224) |
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|
(27) |
Class I |
|
(55,655) |
|
|
(31,150) |
|
|
(150,414) |
|
|
(74,347) |
Net Decrease in Net Assets Resulting from Distributions to Stockholders |
$ |
(66,090) |
|
$ |
(34,088) |
|
$ |
(174,046) |
|
$ |
(79,250) |
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|
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|
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|
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Capital Share Transactions |
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Class S: |
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Proceeds from shares sold |
$ |
171,574 |
|
$ |
74,030 |
|
$ |
305,297 |
|
$ |
214,812 |
Repurchase of common shares, net of early repurchase deduction |
|
(2,685) |
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(48) |
|
|
(5,127) |
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(162) |
Distributions reinvested |
|
4,906 |
|
|
1,495 |
|
|
11,612 |
|
|
2,248 |
Class D: |
|
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|
|
|
|
|
|
|
|
|
Proceeds from shares sold |
|
1,441 |
|
|
2,817 |
|
|
2,201 |
|
|
2,817 |
Repurchase of common shares, net of early repurchase deduction |
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions reinvested |
|
14 |
|
|
7 |
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|
30 |
|
|
7 |
Class I: |
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|
|
|
|
|
|
|
|
|
Proceeds from shares sold |
|
407,636 |
|
|
210,157 |
|
|
827,647 |
|
|
1,855,621 |
Repurchase of common shares, net of early repurchase deduction |
|
(46,210) |
|
|
(5,629) |
|
|
(262,830) |
|
|
(7,336) |
Distributions reinvested |
|
22,397 |
|
|
15,268 |
|
|
62,000 |
|
|
31,087 |
Net Increase (Decrease) from Capital Share Transactions |
$ |
559,073 |
|
$ |
298,097 |
|
$ |
940,830 |
|
$ |
2,099,094 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets during the period |
|
603,383 |
|
|
301,248 |
|
|
1,084,246 |
|
|
1,958,823 |
Net Assets, beginning of period |
|
2,635,796 |
|
|
1,657,625 |
|
|
2,154,933 |
|
|
50 |
Net Assets at End of Period |
$ |
3,239,179 |
|
$ |
1,958,873 |
|
$ |
3,239,179 |
|
$ |
1,958,873 |
See notes to consolidated financial statements
6
APOLLO DEBT SOLUTIONS BDC |
||||||
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) |
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(In thousands, except share and per share data) |
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|
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|
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Nine Months Ended September 30, |
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|
2023 |
|
2022 |
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Operating Activities |
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|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
317,462 |
|
$ |
(61,021) |
Net realized (gain) loss on investments |
|
|
3,611 |
|
|
17,549 |
Net change in unrealized (gains) losses on investments |
|
|
(102,585) |
|
|
159,982 |
Net unrealized (appreciation) depreciation on foreign currency forward contracts |
|
|
(823) |
|
|
(582) |
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies |
|
|
(4,590) |
|
|
(19,095) |
Payment-in-kind interest capitalized |
|
|
(5,909) |
|
|
(3,627) |
Net accretion of discount and amortization of premium |
|
|
(10,914) |
|
|
(3,221) |
Amortization of deferred financing costs |
|
|
4,098 |
|
|
2,693 |
Amortization of offering costs |
|
|
38 |
|
|
1,462 |
Purchases of investments |
|
|
(2,306,194) |
|
|
(5,826,781) |
Proceeds from sale of investments and principal repayments |
|
|
1,441,363 |
|
|
1,674,871 |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Interest receivable |
|
|
(4,070) |
|
|
(29,827) |
Receivable for investments sold |
|
|
(51,699) |
|
|
(168,247) |
Other assets |
|
|
6,600 |
|
|
(5,675) |
Payable for investments purchased |
|
|
11,991 |
|
|
211,650 |
Management and performance-based incentive fees payable |
|
|
4,450 |
|
|
7,561 |
Accrued administrative services expense payable |
|
|
(1,467) |
|
|
1,829 |
Interest payable |
|
|
6,417 |
|
|
7,622 |
Other liabilities and accrued expenses |
|
|
(3,032) |
|
|
11,631 |
Net Cash Used in/Provided by Operating Activities |
|
$ |
(695,253) |
|
$ |
(4,021,226) |
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
Issuances of debt |
|
$ |
2,176,014 |
|
$ |
3,770,462 |
Payments of debt |
|
|
(1,970,099) |
|
|
(1,683,910) |
Financing costs paid and deferred |
|
|
(5,071) |
|
|
(22,823) |
Proceeds from issuance of common shares |
|
|
1,135,145 |
|
|
2,073,250 |
Repurchased shares, net of early repurchase deduction paid |
|
|
(259,919) |
|
|
(1,821) |
Distributions paid |
|
|
(91,666) |
|
|
(34,019) |
Offering costs paid and deferred |
|
|
(38) |
|
|
(2,006) |
Net Cash Used in/Provided by Financing Activities |
|
$ |
984,366 |
|
$ |
4,099,133 |
|
|
|
|
|
|
|
Cash, Cash Equivalents and Foreign Currencies |
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents and foreign currencies during the period |
|
$ |
289,113 |
|
$ |
77,907 |
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
(25) |
|
|
40 |
Cash, cash equivalents and foreign currencies at beginning of period |
|
|
51,658 |
|
|
50 |
Cash, Cash Equivalents and Foreign Currencies at the End of Period |
|
$ |
340,746 |
|
$ |
77,997 |
|
|
|
|
|
|
|
Supplemental Disclosure and Non-Cash Information |
|
|
|
|
|
|
Cash interest paid |
|
$ |
105,826 |
|
$ |
27,327 |
Distributions payable |
|
$ |
23,702 |
|
$ |
11,889 |
Reinvestment of distributions during the period |
|
$ |
73,642 |
|
$ |
33,342 |
PIK income |
|
$ |
6,728 |
|
$ |
3,627 |
See notes to consolidated financial statements
7
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
MRO Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRO Holdings, Inc. |
|
First Lien Secured Debt |
|
S+625, 0.50% Floor |
|
12/18/2028 |
|
$ |
4,984 |
|
$ |
4,984 |
|
$ |
4,996 |
|
(4)(8)(17) |
|
|
|
|
Total Aerospace & Defense |
|
$ |
4,984 |
|
$ |
4,996 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Backed Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Roaring Fork III-B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roaring Fork III-B, LLC |
|
First Lien Secured Debt |
|
S+540, 0.00% Floor |
|
7/16/2026 |
|
$ |
49,667 |
|
$ |
27,468 |
|
$ |
27,130 |
|
(4)(8)(9) |
|
|
|
|
Total Asset Backed Securities |
|
$ |
27,468 |
|
$ |
27,130 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mavis Tire Express Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mavis Tire Express Services Corp. |
|
First Lien Secured Debt |
|
S+411, 0.75% Floor |
|
5/4/2028 |
|
$ |
31,283 |
|
$ |
31,191 |
|
$ |
31,244 |
|
(16) |
|
|
|
|
Total Automobile Components |
|
$ |
31,191 |
|
$ |
31,244 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Azurity Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Azurity Pharmaceuticals, Inc. |
|
First Lien Secured Debt |
|
S+673, 0.75% Floor |
|
9/20/2027 |
|
$ |
60,290 |
|
$ |
58,830 |
|
$ |
58,230 |
|
(10)(16) |
|
|
|
|
Total Biotechnology |
|
$ |
58,830 |
|
$ |
58,230 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
US LBM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LBM Acquisition, LLC |
|
First Lien Secured Debt |
|
S+385, 0.75% Floor |
|
12/17/2027 |
|
$ |
24,316 |
|
$ |
24,207 |
|
$ |
23,791 |
|
(16) |
|
|
|
|
Total Building Products |
|
$ |
24,207 |
|
$ |
23,791 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Arrowhead Engineered Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arrowhead Holdco Company |
|
First Lien Secured Debt |
|
S+450, 0.75% Floor |
|
8/31/2028 |
|
$ |
9,850 |
|
$ |
9,850 |
|
$ |
9,603 |
|
(4)(18) |
Edelman Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Edelman Financial Engines Centre, LLC |
|
First Lien Secured Debt |
|
S+361, 0.75% Floor |
|
4/7/2028 |
|
|
21,817 |
|
|
21,833 |
|
|
21,624 |
|
(16) |
True Potential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kane Bidco Limited |
|
First Lien Secured Debt - Corporate Bond |
|
SONIA+625, 0.00% Floor |
|
2/15/2028 |
|
£ |
45,000 |
|
|
56,201 |
|
|
53,806 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt - Corporate Bond |
|
6.50% |
|
2/15/2027 |
|
£ |
2,000 |
|
|
2,310 |
|
|
2,235 |
|
(3)(8)(9) |
|
|
First Lien Secured Debt - Corporate Bond |
|
5.00% |
|
2/15/2027 |
|
€ |
1,000 |
|
|
1,072 |
|
|
1,003 |
|
(3)(8)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
59,583 |
|
|
57,044 |
|
|
|
|
|
|
Total Capital Markets |
|
$ |
91,266 |
|
$ |
88,271 |
|
|
|||||
See notes to consolidated financial statements
8
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
AOC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LSF11 A5 HoldCo LLC |
|
First Lien Secured Debt |
|
S+435, 0.50% Floor |
|
10/15/2028 |
|
$ |
16,783 |
|
$ |
16,478 |
|
$ |
16,594 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+361, 0.50% Floor |
|
10/15/2028 |
|
|
5,808 |
|
|
5,821 |
|
|
5,679 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
22,299 |
|
|
22,273 |
|
|
Heubach |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SK Neptune Husky Group Sarl |
|
First Lien Secured Debt |
|
S+515, 0.50% Floor |
|
1/3/2029 |
|
|
9,540 |
|
|
9,495 |
|
|
7,012 |
|
(8)(17) |
Rochester Midland Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMC Topco LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
100 Shares |
|
|
100 |
|
|
100 |
|
(4)(9) |
Rochester Midland Corporation |
|
First Lien Secured Debt |
|
S+600, 1.00% Floor |
|
8/1/2029 |
|
|
17,910 |
|
|
4,696 |
|
|
4,689 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 1.00% Floor |
|
8/1/2029 |
|
|
1,990 |
|
|
(48) |
|
|
(50) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
4,748 |
|
|
4,739 |
|
|
Solenis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olympus Water US Holding Corporation |
|
First Lien Secured Debt |
|
S+460, 0.50% Floor |
|
11/9/2028 |
|
|
17,094 |
|
|
16,758 |
|
|
17,059 |
|
(17) |
|
|
First Lien Secured Debt |
|
S+401, 0.50% Floor |
|
11/9/2028 |
|
|
13,052 |
|
|
12,730 |
|
|
12,898 |
|
(17) |
|
|
First Lien Secured Debt |
|
S+500, 0.50% Floor |
|
11/9/2028 |
|
|
6,818 |
|
|
6,489 |
|
|
6,822 |
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
35,977 |
|
|
36,779 |
|
|
Vita Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vita Global FinCo Limited |
|
First Lien Secured Debt |
|
SONIA+700, 0.00% Floor |
|
7/6/2027 |
|
£ |
17,150 |
|
|
23,228 |
|
|
20,297 |
|
(3)(4)(8) |
W.R. Grace |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W.R. Grace Holdings LLC |
|
First Lien Secured Debt |
|
S+401, 0.50% Floor |
|
9/22/2028 |
|
|
5,937 |
|
|
5,933 |
|
|
5,897 |
|
(16) |
|
|
|
|
Total Chemicals |
|
$ |
101,680 |
|
$ |
96,997 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allied Universal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Universal Holdco LLC |
|
First Lien Secured Debt |
|
S+475, 0.50% Floor |
|
5/12/2028 |
|
$ |
25,000 |
|
$ |
24,271 |
|
$ |
24,688 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+385, 0.50% Floor |
|
5/12/2028 |
|
|
7,980 |
|
|
7,776 |
|
|
7,721 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
32,047 |
|
|
32,409 |
|
|
BDO USA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BDO USA, P.A. |
|
First Lien Secured Debt |
|
S+600, 2.00% Floor |
|
8/31/2028 |
|
|
196,735 |
|
|
192,852 |
|
|
192,801 |
|
(4)(9)(16) |
Beeline |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IQN Holding Corp. |
|
First Lien Secured Debt |
|
S+525, 0.75% Floor |
|
5/2/2029 |
|
|
71,673 |
|
|
64,419 |
|
|
64,939 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+525, 0.75% Floor |
|
5/2/2028 |
|
|
5,134 |
|
|
(39) |
|
|
— |
|
(4)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
64,380 |
|
|
64,939 |
|
|
Calypso |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AxiomSL Group, Inc. |
|
First Lien Secured Debt |
|
S+586, 1.00% Floor |
|
12/3/2027 |
|
|
14,488 |
|
|
14,176 |
|
|
14,488 |
|
(4)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+586, 1.00% Floor |
|
12/3/2025 |
|
|
1,043 |
|
|
(24) |
|
|
— |
|
(4)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
14,152 |
|
|
14,488 |
|
|
See notes to consolidated financial statements
9
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Fortis Fire |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fortis Fire & Safety Holdings LP |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
90,000 Shares |
|
|
90 |
|
|
90 |
|
(4)(9) |
Fortis Fire & Safety Inc. |
|
First Lien Secured Debt |
|
S+600, 1.00% Floor |
|
7/21/2029 |
|
|
4,464 |
|
|
828 |
|
|
816 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 1.00% Floor |
|
7/21/2029 |
|
|
446 |
|
|
(11) |
|
|
(11) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
907 |
|
|
895 |
|
|
HKA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mount Olympus Bidco Limited |
|
First Lien Secured Debt |
|
S+575, 0.50% Floor |
|
8/9/2029 |
|
|
18,465 |
|
|
18,095 |
|
|
18,004 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt |
|
S+650, 0.50% Floor |
|
8/9/2029 |
|
|
2,015 |
|
|
531 |
|
|
518 |
|
(4)(8)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
18,626 |
|
|
18,522 |
|
|
LABL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LABL, Inc. |
|
First Lien Secured Debt |
|
S+510, 0.50% Floor |
|
10/29/2028 |
|
|
20,379 |
|
|
20,507 |
|
|
20,342 |
|
(16) |
Liberty Tire Recycling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTR Intermediate Holdings, Inc. |
|
First Lien Secured Debt |
|
S+461, 1.00% Floor |
|
5/5/2028 |
|
|
12,901 |
|
|
12,588 |
|
|
12,230 |
|
(16) |
Profile Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profile Products LLC |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
11/12/2027 |
|
|
4,925 |
|
|
4,925 |
|
|
4,925 |
|
(4)(17) |
QA Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ichnaea UK Bidco Limited |
|
First Lien Secured Debt |
|
SONIA+600, 0.00% Floor |
|
10/5/2029 |
|
£ |
31,000 |
|
|
36,502 |
|
|
36,688 |
|
(3)(4)(8) |
R.R. Donnelley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. R. Donnelley & Sons Company |
|
First Lien Secured Debt |
|
S+735, 0.75% Floor |
|
3/17/2028 |
|
|
124,295 |
|
|
120,878 |
|
|
124,528 |
|
(9)(16) |
SAVATREE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (Quercus) Intermediate Holdings, LLC |
|
First Lien Secured Debt |
|
S+540, 0.75% Floor |
|
10/12/2028 |
|
|
17,453 |
|
|
16,772 |
|
|
16,713 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+540, 0.75% Floor |
|
10/12/2028 |
|
|
2,273 |
|
|
70 |
|
|
77 |
|
(4)(11)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
16,842 |
|
|
16,790 |
|
|
Tranzonic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TZ Buyer LLC |
|
First Lien Secured Debt |
|
S+610, 0.75% Floor |
|
8/14/2028 |
|
|
29,259 |
|
|
28,246 |
|
|
28,674 |
|
(4)(9)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+610, 0.75% Floor |
|
8/14/2028 |
|
|
606 |
|
|
(12) |
|
|
(12) |
|
(4)(5)(9) |
TZ Parent LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
50 Shares |
|
|
50 |
|
|
60 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
28,284 |
|
|
28,722 |
|
|
United Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PECF USS Intermediate Holding III Corporation |
|
First Lien Secured Debt |
|
S+451, 0.50% Floor |
|
12/15/2028 |
|
|
22,330 |
|
|
22,399 |
|
|
18,007 |
|
(17) |
|
|
|
|
Total Commercial Services & Supplies |
|
$ |
585,889 |
|
$ |
586,286 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mitel Networks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLN US Holdco LLC |
|
First Lien Secured Debt |
|
S+644, 1.00% Floor |
|
10/18/2027 |
|
$ |
6,395 |
|
$ |
6,191 |
|
$ |
6,123 |
|
(4)(8)(17) |
|
|
Second Lien Secured Debt |
|
S+670, 1.00% Floor |
|
10/18/2027 |
|
|
38,156 |
|
|
39,544 |
|
|
30,716 |
|
(4)(8)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
45,735 |
|
|
36,839 |
|
|
See notes to consolidated financial statements
10
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Ufinet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zacapa S.a r.l. |
|
First Lien Secured Debt |
|
S+400, 0.50% Floor |
|
3/22/2029 |
|
|
10,411 |
|
|
10,359 |
|
|
10,351 |
|
(8)(17) |
|
|
|
|
Total Communications Equipment |
|
$ |
56,094 |
|
$ |
47,190 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pave America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pave America Interco, LLC |
|
First Lien Secured Debt |
|
S+690, 1.00% Floor |
|
2/7/2028 |
|
$ |
33,952 |
|
$ |
33,018 |
|
$ |
32,934 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+690, 1.00% Floor |
|
2/7/2028 |
|
|
2,605 |
|
|
1,233 |
|
|
1,225 |
|
(4)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
34,251 |
|
|
34,159 |
|
|
Trench Plate Rental Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trench Plate Rental Co. |
|
First Lien Secured Debt |
|
S+560, 1.00% Floor |
|
12/3/2026 |
|
|
44,886 |
|
|
44,344 |
|
|
44,213 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+560, 1.00% Floor |
|
12/3/2026 |
|
|
4,273 |
|
|
1,159 |
|
|
1,140 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
P+450 |
|
12/3/2026 |
|
|
273 |
|
|
270 |
|
|
269 |
|
(4)(9)(11) |
Trench Safety Solutions Holdings, LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
331 Shares |
|
|
50 |
|
|
46 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
45,823 |
|
|
45,668 |
|
|
|
|
|
|
Total Construction & Engineering |
|
$ |
80,074 |
|
$ |
79,827 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Volunteer Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volunteer AcquisitionCo, LLC |
|
First Lien Secured Debt |
|
S+650, 1.00% Floor |
|
9/1/2029 |
|
$ |
4,242 |
|
$ |
3,763 |
|
$ |
3,761 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 1.00% Floor |
|
9/1/2029 |
|
|
758 |
|
|
(19) |
|
|
(19) |
|
(4)(5)(9) |
|
|
|
|
Total Construction Materials |
|
$ |
3,744 |
|
$ |
3,742 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
American Express GBT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBT Group Services B.V. |
|
First Lien Secured Debt |
|
S+685, 1.00% Floor |
|
12/16/2026 |
|
$ |
31,000 |
|
$ |
31,055 |
|
$ |
31,078 |
|
(8)(17) |
|
|
|
|
Total Consumer Finance |
|
$ |
31,055 |
|
$ |
31,078 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ASDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellis Acquisition Company PLC |
|
First Lien Secured Debt |
|
E+275, 0.00% Floor |
|
2/16/2026 |
|
€ |
5,000 |
|
$ |
5,187 |
|
$ |
5,180 |
|
(3)(8)(22) |
|
|
First Lien Secured Debt - Corporate Bond |
|
3.25% |
|
2/16/2026 |
|
£ |
2,000 |
|
|
2,166 |
|
|
2,127 |
|
(3)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
7,353 |
|
|
7,307 |
|
|
Golden Hippo |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altern Marketing, LLC |
|
First Lien Secured Debt |
|
S+600, 2.00% Floor |
|
6/13/2028 |
|
|
64,103 |
|
|
62,881 |
|
|
63,141 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 2.00% Floor |
|
6/13/2028 |
|
|
9,422 |
|
|
(178) |
|
|
(118) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
62,703 |
|
|
63,023 |
|
|
See notes to consolidated financial statements
11
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Rise and Brill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultimate Baked Goods Midco LLC |
|
First Lien Secured Debt |
|
S+635, 1.00% Floor |
|
8/13/2027 |
|
|
8,237 |
|
|
8,032 |
|
|
8,057 |
|
(4)(9)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+635, 1.00% Floor |
|
8/13/2027 |
|
|
1,016 |
|
|
(35) |
|
|
(22) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,997 |
|
|
8,035 |
|
|
|
|
|
|
Total Consumer Staples Distribution & Retail |
|
$ |
78,053 |
|
$ |
78,365 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BOX Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bp Purchaser LLC |
|
First Lien Secured Debt |
|
S+576, 0.75% Floor |
|
12/11/2028 |
|
$ |
7,388 |
|
$ |
7,388 |
|
$ |
7,388 |
|
(4)(17) |
Tekni-Plex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trident TPI Holdings, Inc. |
|
First Lien Secured Debt |
|
S+426, 0.50% Floor |
|
9/15/2028 |
|
|
35,638 |
|
|
35,677 |
|
|
35,569 |
|
(17) |
|
|
|
|
Total Containers & Packaging |
|
$ |
43,065 |
|
$ |
42,957 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2U |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2U, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
12/28/2026 |
|
$ |
16,391 |
|
$ |
15,686 |
|
$ |
15,315 |
|
(8)(18) |
Accelerate Learning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eagle Purchaser, Inc. |
|
First Lien Secured Debt |
|
S+675, 1.00% Floor |
|
3/22/2030 |
|
|
25,950 |
|
|
19,768 |
|
|
20,230 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 1.00% Floor |
|
3/22/2029 |
|
|
3,947 |
|
|
1,944 |
|
|
1,984 |
|
(4)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
21,712 |
|
|
22,214 |
|
|
Greencross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vermont Aus Pty Ltd |
|
First Lien Secured Debt |
|
S+565, 0.75% Floor |
|
3/23/2028 |
|
|
112,210 |
|
|
109,939 |
|
|
110,807 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt |
|
BBSW+575, 0.75% Floor |
|
3/23/2028 |
|
A$ |
9,850 |
|
|
7,159 |
|
|
6,286 |
|
(3)(4)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
117,098 |
|
|
117,093 |
|
|
Houghton Mifflin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houghton Mifflin Harcourt Company |
|
First Lien Secured Debt |
|
S+535, 0.50% Floor |
|
4/9/2029 |
|
|
49,507 |
|
|
47,426 |
|
|
46,991 |
|
(16) |
|
|
|
|
Total Diversified Consumer Services |
|
$ |
201,922 |
|
$ |
201,613 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ORBCOMM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORBCOMM, Inc. |
|
First Lien Secured Debt |
|
S+425, 0.75% Floor |
|
9/1/2028 |
|
$ |
3,974 |
|
$ |
3,983 |
|
$ |
3,568 |
|
(16)(17) |
|
|
|
|
Total Diversified Telecommunication Services |
|
$ |
3,983 |
|
$ |
3,568 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Congruex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Congruex Group LLC |
|
First Lien Secured Debt |
|
S+590, 0.75% Floor |
|
5/3/2029 |
|
$ |
29,625 |
|
$ |
28,992 |
|
$ |
29,033 |
|
(4)(9)(17) |
|
|
|
|
Total Electric Utilities |
|
$ |
28,992 |
|
$ |
29,033 |
|
|
|||||
See notes to consolidated financial statements
12
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Antylia Scientific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CPI Buyer, LLC |
|
First Lien Secured Debt |
|
S+576, 0.75% Floor |
|
11/1/2028 |
|
$ |
34,256 |
|
$ |
34,251 |
|
$ |
33,828 |
|
(4)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+576, 0.75% Floor |
|
10/30/2026 |
|
|
3,346 |
|
|
— |
|
|
(50) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
34,251 |
|
|
33,778 |
|
|
International Wire Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IW Buyer LLC |
|
First Lien Secured Debt |
|
S+685, 1.00% Floor |
|
6/28/2029 |
|
|
16,812 |
|
|
16,323 |
|
|
16,392 |
|
(4)(9)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+685, 1.00% Floor |
|
6/28/2029 |
|
|
3,146 |
|
|
(90) |
|
|
(79) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
16,233 |
|
|
16,313 |
|
|
Trescal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ruler Bidco S.A R.L. |
|
First Lien Secured Debt |
|
E+650, 0.00% Floor |
|
5/2/2030 |
|
€ |
39,482 |
|
|
30,031 |
|
|
28,857 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
S+650, 0.50% Floor |
|
5/2/2030 |
|
|
11,498 |
|
|
11,168 |
|
|
11,268 |
|
(4)(8)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
41,199 |
|
|
40,125 |
|
|
|
|
|
|
Total Electrical Equipment |
|
$ |
91,683 |
|
$ |
90,216 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Chernin Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jewel Purchaser, Inc. |
|
First Lien Secured Debt |
|
S+560, 0.50% Floor |
|
7/1/2027 |
|
$ |
91,080 |
|
$ |
89,108 |
|
$ |
89,258 |
|
(4)(9)(17) |
Creative Artists Agency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creative Artists Agency, LLC |
|
First Lien Secured Debt |
|
S+350, 0.00% Floor |
|
11/27/2028 |
|
|
8,480 |
|
|
8,437 |
|
|
8,461 |
|
(17) |
|
|
|
|
Total Entertainment |
|
$ |
97,545 |
|
$ |
97,719 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Acuity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trident Bidco Limited |
|
First Lien Secured Debt |
|
S+500, 0.00% Floor |
|
6/7/2029 |
|
$ |
61,619 |
|
$ |
60,469 |
|
$ |
60,541 |
|
(4)(8)(9) |
PIB |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paisley Bidco Limited |
|
First Lien Secured Debt |
|
E+675, 0.00% Floor |
|
3/17/2028 |
|
£ |
22,500 |
|
|
6,916 |
|
|
7,189 |
|
(3)(4)(8) |
VEPF VII |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VEPF VII Holdings, L.P. |
|
First Lien Secured Debt |
|
S+450 PIK |
|
2/28/2028 |
|
|
18,817 |
|
|
18,736 |
|
|
18,883 |
|
(4)(8)(17) |
|
|
|
|
Total Financial Services |
|
$ |
86,121 |
|
$ |
86,613 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ground Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Boasso |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Channelside AcquisitionCo, Inc. |
|
First Lien Secured Debt |
|
S+675, 1.00% Floor |
|
6/30/2028 |
|
$ |
31,935 |
|
$ |
29,984 |
|
$ |
30,318 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 1.00% Floor |
|
7/1/2026 |
|
|
2,917 |
|
|
(79) |
|
|
(44) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
29,905 |
|
|
30,274 |
|
|
See notes to consolidated financial statements
13
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
PODS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PODS, LLC |
|
First Lien Secured Debt |
|
S+311, 0.75% Floor |
|
3/31/2028 |
|
|
10,516 |
|
|
10,524 |
|
|
10,212 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+411, 0.75% Floor |
|
3/31/2028 |
|
|
5,211 |
|
|
5,071 |
|
|
5,071 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
15,595 |
|
|
15,283 |
|
|
Transportation Insight |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TI Intermediate Holdings, LLC |
|
First Lien Secured Debt |
|
L+450, 1.00% Floor |
|
12/18/2024 |
|
|
7,387 |
|
|
7,387 |
|
|
7,350 |
|
(4)(14) |
|
|
First Lien Secured Debt |
|
P+350 |
|
12/18/2024 |
|
|
19 |
|
|
19 |
|
|
19 |
|
(4)(25) |
|
|
|
|
|
|
|
|
|
|
|
|
7,406 |
|
|
7,369 |
|
|
|
|
|
|
Total Ground Transportation |
|
$ |
52,906 |
|
$ |
52,926 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Corpuls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heartbeat BidCo GmbH |
|
First Lien Secured Debt |
|
E+700, 0.50% Floor |
|
6/30/2030 |
|
€ |
20,000 |
|
$ |
21,402 |
|
$ |
20,881 |
|
(3)(4)(8) |
Embecta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embecta Corp. |
|
First Lien Secured Debt - Corporate Bond |
|
5.00% |
|
2/15/2030 |
|
|
7,500 |
|
|
6,914 |
|
|
5,910 |
|
|
TerSera Therapeutics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TerSera Therapeutics LLC |
|
First Lien Secured Debt |
|
S+675, 1.00% Floor |
|
4/4/2029 |
|
|
13,860 |
|
|
13,469 |
|
|
13,549 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 1.00% Floor |
|
4/4/2029 |
|
|
1,140 |
|
|
(31) |
|
|
(26) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
13,438 |
|
|
13,523 |
|
|
Treace Medical Concepts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treace Medical Concepts, Inc. |
|
First Lien Secured Debt |
|
S+610, 1.00% Floor |
|
4/1/2027 |
|
|
17,500 |
|
|
7,264 |
|
|
6,854 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt - Revolver |
|
S+410, 1.00% Floor |
|
4/1/2027 |
|
|
1,500 |
|
|
200 |
|
|
155 |
|
(4)(8)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,464 |
|
|
7,009 |
|
|
Zest Dental Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zest Acquisition Corp. |
|
First Lien Secured Debt |
|
S+550, 0.00% Floor |
|
2/8/2028 |
|
|
11,910 |
|
|
11,377 |
|
|
11,717 |
|
(16) |
|
|
|
|
Total Health Care Equipment & Supplies |
|
$ |
60,595 |
|
$ |
59,040 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advarra |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advarra Holdings, Inc. |
|
First Lien Secured Debt |
|
S+525, 0.75% Floor |
|
8/24/2029 |
|
$ |
198,624 |
|
$ |
179,057 |
|
$ |
181,055 |
|
(4)(9)(11) |
Affordable Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACI Group Holdings, Inc. |
|
First Lien Secured Debt |
|
S+560, 0.75% Floor |
|
8/2/2028 |
|
|
4,962 |
|
|
4,962 |
|
|
4,900 |
|
(4)(16) |
Athenahealth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Athenahealth Group Inc. |
|
First Lien Secured Debt |
|
S+325, 0.50% Floor |
|
2/15/2029 |
|
|
35,235 |
|
|
34,187 |
|
|
34,673 |
|
(16) |
CoreTrust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coretrust Purchasing Group LLC |
|
First Lien Secured Debt |
|
S+675, 0.75% Floor |
|
10/1/2029 |
|
|
37,019 |
|
|
31,350 |
|
|
31,172 |
|
(4)(11)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 0.75% Floor |
|
10/1/2029 |
|
|
4,737 |
|
|
(122) |
|
|
(142) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
31,228 |
|
|
31,030 |
|
|
See notes to consolidated financial statements
14
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Dental Care Alliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCA Investment Holding LLC |
|
First Lien Secured Debt |
|
S+641, 0.75% Floor |
|
4/3/2028 |
|
|
2,459 |
|
|
2,459 |
|
|
2,459 |
|
(4)(17) |
Eating Recovery Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERC Topco Holdings, LLC |
|
First Lien Secured Debt |
|
S+576, 0.75% Floor |
|
11/10/2028 |
|
|
34,928 |
|
|
34,928 |
|
|
34,317 |
|
(4)(17) |
|
|
First Lien Secured Debt |
|
P+450 |
|
11/10/2028 |
|
|
92 |
|
|
92 |
|
|
90 |
|
(4)(25) |
|
|
First Lien Secured Debt - Revolver |
|
S+576, 0.75% Floor |
|
11/10/2027 |
|
|
3,195 |
|
|
1,278 |
|
|
1,214 |
|
(4)(11)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
36,298 |
|
|
35,621 |
|
|
Gainwell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gainwell Acquisition Corp. |
|
First Lien Secured Debt |
|
S+410, 0.75% Floor |
|
10/1/2027 |
|
|
25,875 |
|
|
25,226 |
|
|
25,309 |
|
(17) |
Gateway Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gateway US Holdings, Inc. |
|
First Lien Secured Debt |
|
S+665, 0.75% Floor |
|
9/22/2026 |
|
|
92,630 |
|
|
87,931 |
|
|
88,012 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+665, 0.75% Floor |
|
9/22/2026 |
|
|
2,629 |
|
|
(11) |
|
|
(13) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
87,920 |
|
|
87,999 |
|
|
Medical Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Solutions Holdings, Inc. |
|
First Lien Secured Debt |
|
S+335, 0.50% Floor |
|
11/1/2028 |
|
|
13,357 |
|
|
12,997 |
|
|
12,957 |
|
(17) |
Practice Plus Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited |
|
First Lien Secured Debt |
|
SONIA+650, 0.50% Floor |
|
11/18/2029 |
|
£ |
10,000 |
|
|
11,599 |
|
|
11,987 |
|
(3)(4)(8) |
Public Partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL Acquisition LLC |
|
First Lien Secured Debt |
|
S+635, 0.75% Floor |
|
7/1/2028 |
|
|
8,668 |
|
|
8,473 |
|
|
8,494 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+635, 0.75% Floor |
|
7/1/2028 |
|
|
1,000 |
|
|
(16) |
|
|
(20) |
|
(4)(5)(9) |
PPL Equity LP |
|
Preferred Equity - Preferred Stocks |
|
N/A |
|
N/A |
|
|
50,000 Shares |
|
|
50 |
|
|
35 |
|
(4)(9) |
|
|
Preferred Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
50,000 Shares |
|
|
50 |
|
|
— |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
8,557 |
|
|
8,509 |
|
|
Smile Brands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Smile Brands Inc. |
|
First Lien Secured Debt |
|
S+461, 0.75% Floor |
|
10/12/2025 |
|
|
7,406 |
|
|
7,406 |
|
|
7,035 |
|
(4)(17) |
Syneos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Star Parent, Inc. |
|
First Lien Secured Debt |
|
S+425, 0.00% Floor |
|
9/19/2030 |
|
|
4,304 |
|
|
4,240 |
|
|
4,215 |
|
(16) |
Team Select |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TS Investors, LLC |
|
First Lien Secured Debt |
|
S+660, 1.00% Floor |
|
5/4/2029 |
|
|
9,242 |
|
|
7,522 |
|
|
7,534 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+660, 1.00% Floor |
|
5/4/2029 |
|
|
739 |
|
|
(21) |
|
|
(18) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,501 |
|
|
7,516 |
|
|
Thrive Pet Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pathway Vet Alliance LLC |
|
First Lien Secured Debt |
|
S+386, 0.00% Floor |
|
3/31/2027 |
|
|
25,654 |
|
|
25,614 |
|
|
24,047 |
|
(16) |
Tivity Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivity Health, Inc. |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
6/28/2029 |
|
|
113,850 |
|
|
112,352 |
|
|
112,427 |
|
(4)(9)(17) |
See notes to consolidated financial statements
15
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
US Fertility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Fertility Enterprises, LLC |
|
First Lien Secured Debt |
|
S+660, 1.00% Floor |
|
12/21/2027 |
|
|
10,954 |
|
|
10,698 |
|
|
10,789 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+660, 1.00% Floor |
|
12/21/2027 |
|
|
130 |
|
|
(2) |
|
|
(2) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
10,696 |
|
|
10,787 |
|
|
|
|
|
|
Total Health Care Providers & Services |
|
$ |
602,299 |
|
$ |
602,526 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Clario |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
eResearchTechnology, Inc. |
|
First Lien Secured Debt |
|
S+461, 1.00% Floor |
|
2/4/2027 |
|
$ |
27,527 |
|
$ |
26,944 |
|
$ |
27,065 |
|
(16) |
Wellsky |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project Ruby Ultimate Parent Corp. |
|
First Lien Secured Debt |
|
S+586, 0.75% Floor |
|
3/10/2028 |
|
|
52,965 |
|
|
51,632 |
|
|
52,833 |
|
(4)(16) |
|
|
|
|
Total Health Care Technology |
|
$ |
78,576 |
|
$ |
79,898 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Delivery Hero |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery Hero Finco Germany GmbH |
|
First Lien Secured Debt |
|
E+575, 0.00% Floor |
|
8/12/2027 |
|
€ |
79,000 |
|
$ |
82,391 |
|
$ |
83,105 |
|
(3)(4)(8) |
Fertitta Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fertitta Entertainment LLC/NV |
|
First Lien Secured Debt |
|
S+400, 0.50% Floor |
|
1/27/2029 |
|
|
4,937 |
|
|
4,964 |
|
|
4,896 |
|
(16) |
Norwegian Cruise Line |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NCL Corporation Ltd. |
|
First Lien Secured Debt - Corporate Bond |
|
9.75% |
|
2/22/2028 |
|
|
19,223 |
|
|
19,049 |
|
|
19,982 |
|
(4)(8)(9) |
PARS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARS Group LLC |
|
First Lien Secured Debt |
|
S+685, 1.50% Floor |
|
4/3/2028 |
|
|
9,955 |
|
|
8,886 |
|
|
8,853 |
|
(4)(9)(16) |
Sky Zone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CircusTrix Holdings LLC |
|
First Lien Secured Debt |
|
S+675, 1.00% Floor |
|
7/18/2028 |
|
|
14,194 |
|
|
12,257 |
|
|
12,246 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 1.00% Floor |
|
7/18/2028 |
|
|
806 |
|
|
(19) |
|
|
(20) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
12,238 |
|
|
12,226 |
|
|
|
|
|
|
Total Hotels, Restaurants & Leisure |
|
$ |
127,528 |
|
$ |
129,062 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ergotron |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ergotron Acquisition, LLC |
|
First Lien Secured Debt |
|
S+586, 0.75% Floor |
|
7/6/2028 |
|
$ |
9,851 |
|
$ |
9,686 |
|
$ |
9,703 |
|
(4)(16) |
Ergotron Investments, LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
500 Shares |
|
|
50 |
|
|
53 |
|
(4) |
|
|
|
|
Total Household Durables |
|
$ |
9,736 |
|
$ |
9,756 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements
16
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Household Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advantice Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jazz AH Holdco, LLC |
|
First Lien Secured Debt |
|
S+510, 0.75% Floor |
|
4/3/2028 |
|
$ |
9,128 |
|
$ |
7,128 |
|
$ |
6,841 |
|
(4)(11)(18) |
|
|
First Lien Secured Debt - Revolver |
|
S+510, 0.75% Floor |
|
4/3/2028 |
|
|
800 |
|
|
249 |
|
|
235 |
|
(4)(11)(18) |
|
|
|
|
Total Household Products |
|
$ |
7,377 |
|
$ |
7,076 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Power & Renewable Electricity Producers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Esdec |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Esdec Solar Group B.V. |
|
First Lien Secured Debt |
|
E+600, 0.50% Floor |
|
8/30/2028 |
|
€ |
65,000 |
|
$ |
53,447 |
|
$ |
50,510 |
|
(3)(4)(8) |
|
|
|
|
Total Independent Power & Renewable Electricity Producers |
|
$ |
53,447 |
|
$ |
50,510 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Alera Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alera Group, Inc. |
|
First Lien Secured Debt |
|
S+660, 0.75% Floor |
|
10/2/2028 |
|
$ |
39,670 |
|
$ |
33,591 |
|
$ |
33,969 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt |
|
S+610, 0.75% Floor |
|
10/2/2028 |
|
|
16,479 |
|
|
16,131 |
|
|
16,209 |
|
(4)(9)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
49,722 |
|
|
50,178 |
|
|
April |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Athena Bidco S.A.S. |
|
First Lien Secured Debt |
|
E+650, 0.00% Floor |
|
4/18/2030 |
|
€ |
30,000 |
|
|
28,572 |
|
|
27,822 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt - Delayed Draw Note |
|
E+625, 0.00% Floor |
|
4/18/2030 |
|
€ |
7,462 |
|
|
(83) |
|
|
(138) |
|
(3)(4)(5) |
|
|
|
|
|
|
|
|
|
|
|
|
28,489 |
|
|
27,684 |
|
|
Asurion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asurion, LLC |
|
First Lien Secured Debt |
|
S+336, 0.00% Floor |
|
12/23/2026 |
|
|
20,452 |
|
|
20,150 |
|
|
20,068 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+435, 0.00% Floor |
|
8/19/2028 |
|
|
9,975 |
|
|
9,535 |
|
|
9,708 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+336, 0.00% Floor |
|
7/31/2027 |
|
|
7,548 |
|
|
7,542 |
|
|
7,308 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
37,227 |
|
|
37,084 |
|
|
Higginbotham |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Higginbotham Insurance Agency, Inc. |
|
First Lien Secured Debt |
|
S+560, 1.00% Floor |
|
11/24/2028 |
|
|
40,181 |
|
|
19,637 |
|
|
19,635 |
|
(4)(11)(16) |
|
|
First Lien Secured Debt |
|
S+560, 1.00% Floor |
|
11/25/2026 |
|
|
5,754 |
|
|
5,754 |
|
|
5,754 |
|
(4)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
25,391 |
|
|
25,389 |
|
|
Howden Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hyperion Refinance Sarl |
|
First Lien Secured Debt |
|
S+525, 0.75% Floor |
|
11/12/2027 |
|
|
103,000 |
|
|
101,214 |
|
|
103,000 |
|
(4)(8)(16) |
Patriot Growth Insurance Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot Growth Insurance Services, LLC |
|
First Lien Secured Debt |
|
S+590, 0.75% Floor |
|
10/16/2028 |
|
|
32,224 |
|
|
32,224 |
|
|
32,224 |
|
(4)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+590, 0.75% Floor |
|
10/16/2028 |
|
|
2,311 |
|
|
— |
|
|
— |
|
(4)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
32,224 |
|
|
32,224 |
|
|
Risk Strategies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSC Acquisition Inc |
|
First Lien Secured Debt |
|
S+565, 0.75% Floor |
|
10/30/2026 |
|
|
33,831 |
|
|
26,674 |
|
|
26,470 |
|
(4)(11)(17) |
See notes to consolidated financial statements
17
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Safe-Guard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG Acquisition, Inc. |
|
First Lien Secured Debt |
|
S+610, 0.50% Floor |
|
1/27/2027 |
|
|
102,827 |
|
|
100,949 |
|
|
100,514 |
|
(4)(9)(16) |
|
|
|
|
Total Insurance |
|
$ |
401,890 |
|
$ |
402,537 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Anaplan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anaplan, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
6/21/2029 |
|
$ |
146,692 |
|
$ |
144,145 |
|
$ |
147,425 |
|
(4)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.75% Floor |
|
6/21/2028 |
|
|
9,073 |
|
|
(144) |
|
|
— |
|
(4)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
144,001 |
|
|
147,425 |
|
|
Genesys Cloud |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greeneden U.S. Holdings II, LLC |
|
First Lien Secured Debt |
|
S+411, 0.75% Floor |
|
12/1/2027 |
|
|
11,213 |
|
|
11,235 |
|
|
11,235 |
|
(16) |
Peraton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peraton Corp. |
|
First Lien Secured Debt |
|
S+385, 0.75% Floor |
|
2/1/2028 |
|
|
24,734 |
|
|
24,732 |
|
|
24,713 |
|
(16) |
Version 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Company 24 Bidco Limited |
|
First Lien Secured Debt |
|
SONIA+540, 0.00% Floor |
|
7/11/2029 |
|
£ |
6,559 |
|
|
7,632 |
|
|
7,763 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
E+540, 0.00% Floor |
|
7/11/2029 |
|
€ |
5,406 |
|
|
4,656 |
|
|
4,850 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
E+625, 0.00% Floor |
|
7/11/2029 |
|
€ |
6,000 |
|
|
(98) |
|
|
(190) |
|
(3)(4)(5) |
|
|
|
|
|
|
|
|
|
|
|
|
12,190 |
|
|
12,423 |
|
|
Virtusa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtusa Corporation |
|
First Lien Secured Debt |
|
S+385, 0.75% Floor |
|
2/15/2029 |
|
|
10,917 |
|
|
10,820 |
|
|
10,879 |
|
(16) |
Wood Mackenzie |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Planet US Buyer LLC |
|
First Lien Secured Debt |
|
S+675, 0.75% Floor |
|
2/1/2030 |
|
|
62,796 |
|
|
61,033 |
|
|
61,226 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 0.75% Floor |
|
2/1/2028 |
|
|
5,049 |
|
|
(132) |
|
|
(126) |
|
(4)(5)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
60,901 |
|
|
61,100 |
|
|
|
|
|
|
Total IT Services |
|
$ |
263,879 |
|
$ |
267,775 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Peloton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peloton Interactive, Inc. |
|
First Lien Secured Debt |
|
S+700, 0.50% Floor |
|
5/25/2027 |
|
$ |
4,975 |
|
$ |
4,947 |
|
$ |
4,992 |
|
(8)(17) |
Varsity Brands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Varsity Brands Holding Co., Inc. |
|
First Lien Secured Debt |
|
S+511, 1.00% Floor |
|
12/15/2026 |
|
|
997 |
|
|
969 |
|
|
978 |
|
(16) |
|
|
|
|
Total Leisure Products |
|
$ |
5,916 |
|
$ |
5,970 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Charter Next Generation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter Next Generation, Inc. |
|
First Lien Secured Debt |
|
S+386, 0.75% Floor |
|
12/1/2027 |
|
$ |
11,846 |
|
$ |
11,865 |
|
$ |
11,754 |
|
(16) |
See notes to consolidated financial statements
18
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Husky Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Husky Injection Molding Systems Ltd. |
|
First Lien Secured Debt |
|
L+300, 0.00% Floor |
|
3/28/2025 |
|
|
6,683 |
|
|
6,631 |
|
|
6,638 |
|
(8)(14) |
ProMach |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Mach Group, Inc. |
|
First Lien Secured Debt |
|
S+411, 1.00% Floor |
|
8/31/2028 |
|
|
17,983 |
|
|
18,041 |
|
|
18,022 |
|
(16) |
SPX Flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPX Flow, Inc. |
|
Unsecured Debt - Corporate Bond |
|
8.75% |
|
4/1/2030 |
|
|
6,255 |
|
|
5,994 |
|
|
5,799 |
|
|
|
|
|
|
Total Machinery |
|
$ |
42,531 |
|
$ |
42,213 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Accelerate360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerate360 Holdings, LLC |
|
First Lien Secured Debt |
|
S+626, 1.00% Floor |
|
2/11/2027 |
|
$ |
71,315 |
|
$ |
71,315 |
|
$ |
71,671 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+626, 1.00% Floor |
|
2/11/2027 |
|
|
26,908 |
|
|
17,938 |
|
|
18,028 |
|
(4)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
89,253 |
|
|
89,699 |
|
|
Advantage Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales & Marketing Inc. |
|
First Lien Secured Debt |
|
S+476, 0.75% Floor |
|
10/28/2027 |
|
|
29,965 |
|
|
29,869 |
|
|
28,949 |
|
(8)(16)(17) |
Associa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associations Inc. |
|
First Lien Secured Debt |
|
S+426 Cash plus 2.50% PIK |
|
7/2/2027 |
|
|
16,514 |
|
|
16,406 |
|
|
16,514 |
|
(4)(17) |
Charter Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCO Holdings LLC / CCO Holdings Capital Corp |
|
Unsecured Debt - Corporate Bond |
|
4.75% |
|
2/1/2032 |
|
|
10,500 |
|
|
9,466 |
|
|
8,407 |
|
|
Escalent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&M OPCO, LLC |
|
First Lien Secured Debt |
|
S+810, 1.00% Floor |
|
4/7/2029 |
|
|
9,476 |
|
|
9,208 |
|
|
9,263 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+810, 1.00% Floor |
|
4/7/2029 |
|
|
476 |
|
|
(13) |
|
|
(11) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
9,195 |
|
|
9,252 |
|
|
Gannett |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gannett Holdings, LLC |
|
First Lien Secured Debt |
|
S+511, 0.50% Floor |
|
10/15/2026 |
|
|
53,021 |
|
|
52,861 |
|
|
51,983 |
|
(8)(16) |
|
|
First Lien Secured Debt - Corporate Bond |
|
6.00% |
|
11/1/2026 |
|
|
1,000 |
|
|
815 |
|
|
863 |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
53,676 |
|
|
52,846 |
|
|
Material+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material Holdings, LLC |
|
First Lien Secured Debt |
|
S+610, 0.75% Floor |
|
8/19/2027 |
|
|
7,387 |
|
|
7,387 |
|
|
7,295 |
|
(4)(17) |
McGraw Hill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McGraw-Hill Education, Inc. |
|
First Lien Secured Debt |
|
S+486, 0.50% Floor |
|
7/28/2028 |
|
|
33,903 |
|
|
32,862 |
|
|
33,334 |
|
(16) |
|
|
|
|
Total Media |
|
$ |
248,114 |
|
$ |
246,296 |
|
|
|||||
See notes to consolidated financial statements
19
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Personal Care Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Heat Makes Sense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heat Makes Sense Shared Services, LLC |
|
First Lien Secured Debt |
|
S+540, 0.75% Floor |
|
7/1/2029 |
|
$ |
7,842 |
|
$ |
7,703 |
|
$ |
7,842 |
|
(4)(9)(18) |
|
|
First Lien Secured Debt - Revolver |
|
S+540, 0.75% Floor |
|
7/1/2028 |
|
|
1,617 |
|
|
(27) |
|
|
— |
|
(4)(9)(11) |
Ishtar Co-Invest-B LP |
|
Common Equity - Stock |
|
N/A |
|
N/A |
|
|
38,889 Shares |
|
|
39 |
|
|
102 |
|
(4)(9) |
Oshun Co-Invest-B LP |
|
Common Equity - Stock |
|
N/A |
|
N/A |
|
|
11,111 Shares |
|
|
11 |
|
|
29 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,726 |
|
|
7,973 |
|
|
KDC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KDC/ONE Development Corporation, Inc. |
|
First Lien Secured Debt |
|
S+500, 0.00% Floor |
|
8/15/2028 |
|
|
28,276 |
|
|
27,436 |
|
|
27,329 |
|
(8)(16) |
Revlon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revlon Intermediate Holdings IV LLC |
|
First Lien Secured Debt - Revolver |
|
S+461, 1.75% Floor |
|
5/2/2026 |
|
|
106,277 |
|
|
30,770 |
|
|
30,825 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt - Revolver |
|
P+350 |
|
5/2/2026 |
|
|
3,723 |
|
|
3,675 |
|
|
3,677 |
|
(4)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
34,445 |
|
|
34,502 |
|
|
VFS Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Speed Midco 3 S.A R.L. |
|
First Lien Secured Debt |
|
E+640, 0.00% Floor |
|
5/16/2029 |
|
€ |
111,776 |
|
|
114,331 |
|
|
118,175 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
SONIA+690, 0.00% Floor |
|
5/16/2029 |
|
£ |
22,059 |
|
|
26,566 |
|
|
26,915 |
|
(3)(4)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
140,897 |
|
|
145,090 |
|
|
|
|
|
|
Total Personal Care Products |
|
$ |
210,504 |
|
$ |
214,894 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bausch Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health Companies Inc. |
|
First Lien Secured Debt |
|
S+535, 0.50% Floor |
|
2/1/2027 |
|
$ |
45,680 |
|
$ |
43,224 |
|
$ |
37,299 |
|
(8)(16) |
|
|
First Lien Secured Debt - Corporate Bond |
|
5.50% |
|
11/1/2025 |
|
|
1,000 |
|
|
875 |
|
|
889 |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
44,099 |
|
|
38,188 |
|
|
CNSI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNSI Holdings, LLC |
|
First Lien Secured Debt |
|
S+650, 0.50% Floor |
|
12/15/2028 |
|
|
35,730 |
|
|
34,606 |
|
|
34,479 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.50% Floor |
|
12/17/2027 |
|
|
4,000 |
|
|
(117) |
|
|
(140) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
34,489 |
|
|
34,339 |
|
|
|
|
|
|
Total Pharmaceuticals |
|
$ |
78,588 |
|
$ |
72,527 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ingenovis Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingenovis Health, Inc. |
|
First Lien Secured Debt |
|
S+435, 0.50% Floor |
|
3/6/2028 |
|
$ |
4,975 |
|
$ |
4,803 |
|
$ |
4,776 |
|
(16) |
|
|
First Lien Secured Debt |
|
S+386, 0.75% Floor |
|
3/6/2028 |
|
|
3,980 |
|
|
3,839 |
|
|
3,810 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
8,642 |
|
|
8,586 |
|
|
Kroll |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deerfield Dakota Holding, LLC |
|
First Lien Secured Debt |
|
S+375, 1.00% Floor |
|
4/9/2027 |
|
|
21,841 |
|
|
21,810 |
|
|
21,345 |
|
(17) |
|
|
|
|
Total Professional Services |
|
$ |
30,452 |
|
$ |
29,931 |
|
|
|||||
See notes to consolidated financial statements
20
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
3Phase Elevator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polyphase Elevator Holding Company |
|
First Lien Secured Debt |
|
S+560, 1.00% Floor |
|
6/23/2027 |
|
$ |
3,447 |
|
$ |
3,447 |
|
$ |
3,421 |
|
(4)(17) |
Pritchard Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pritchard Industries, LLC |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
10/13/2027 |
|
|
6,402 |
|
|
6,402 |
|
|
6,290 |
|
(4)(18) |
|
|
|
|
Total Real Estate Management & Development |
|
$ |
9,849 |
|
$ |
9,711 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors & Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Wolfspeed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wolfspeed, Inc. |
|
First Lien Secured Debt - Corporate Bond |
|
9.88% |
|
6/23/2030 |
|
$ |
120,000 |
|
$ |
115,322 |
|
$ |
115,584 |
|
(4)(8)(9) |
|
|
|
|
Total Semiconductors & Semiconductor Equipment |
|
$ |
115,322 |
|
$ |
115,584 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Accela |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accela, Inc. |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
9/3/2030 |
|
$ |
18,286 |
|
$ |
17,923 |
|
$ |
17,920 |
|
(4)(9)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 0.75% Floor |
|
9/3/2030 |
|
|
1,714 |
|
|
(34) |
|
|
(34) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
17,889 |
|
|
17,886 |
|
|
Access Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armstrong Bidco Limited |
|
First Lien Secured Debt |
|
SONIA+500, 0.00% Floor |
|
6/28/2029 |
|
£ |
42,000 |
|
|
50,108 |
|
|
50,347 |
|
(3)(4)(8)(19) |
Avalara |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalara, Inc. |
|
First Lien Secured Debt |
|
S+725, 0.75% Floor |
|
10/19/2028 |
|
|
136,364 |
|
|
133,349 |
|
|
134,659 |
|
(4)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+725, 0.75% Floor |
|
10/19/2028 |
|
|
13,636 |
|
|
(288) |
|
|
(170) |
|
(4)(5)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
133,061 |
|
|
134,489 |
|
|
Certinia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certinia Inc |
|
First Lien Secured Debt |
|
S+725, 1.00% Floor |
|
8/3/2029 |
|
|
30,294 |
|
|
29,402 |
|
|
29,385 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+725, 1.00% Floor |
|
8/4/2029 |
|
|
4,039 |
|
|
(118) |
|
|
(121) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
29,284 |
|
|
29,264 |
|
|
Citrix |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud Software Group, Inc. |
|
First Lien Secured Debt |
|
S+461, 0.50% Floor |
|
9/29/2028 |
|
|
44,748 |
|
|
39,620 |
|
|
43,051 |
|
(17) |
|
|
First Lien Secured Debt |
|
S+461, 0.50% Floor |
|
3/30/2029 |
|
|
16,195 |
|
|
14,842 |
|
|
15,600 |
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
54,462 |
|
|
58,651 |
|
|
Consilio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skopima Consilio Parent LLC |
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
5/12/2028 |
|
|
25,000 |
|
|
24,505 |
|
|
24,573 |
|
(17) |
Coupa Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coupa Software Incorporated |
|
First Lien Secured Debt |
|
S+750, 0.75% Floor |
|
2/27/2030 |
|
|
60,220 |
|
|
53,923 |
|
|
53,628 |
|
(4)(9)(11)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+750, 0.75% Floor |
|
2/27/2029 |
|
|
3,780 |
|
|
(85) |
|
|
(104) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
53,838 |
|
|
53,524 |
|
|
See notes to consolidated financial statements
21
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
DigiCert |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dcert Buyer, Inc. |
|
First Lien Secured Debt |
|
S+400, 0.00% Floor |
|
10/16/2026 |
|
|
25,789 |
|
|
25,769 |
|
|
25,669 |
|
(16) |
Duck Creek Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disco Parent, LLC |
|
First Lien Secured Debt |
|
S+750, 1.00% Floor |
|
3/30/2029 |
|
|
21,392 |
|
|
20,890 |
|
|
21,018 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+750, 1.00% Floor |
|
3/30/2029 |
|
|
2,139 |
|
|
(49) |
|
|
(37) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
20,841 |
|
|
20,981 |
|
|
Flexera |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flexera Software LLC |
|
First Lien Secured Debt |
|
S+386, 0.75% Floor |
|
3/3/2028 |
|
|
22,235 |
|
|
22,258 |
|
|
22,102 |
|
(16) |
G2CI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Evergreen IX Borrower 2023, LLC |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
9/29/2030 |
|
|
91,272 |
|
|
88,992 |
|
|
88,991 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 0.75% Floor |
|
9/29/2029 |
|
|
10,071 |
|
|
(252) |
|
|
(252) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
88,740 |
|
|
88,739 |
|
|
GTreasury |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G Treasury SS LLC |
|
First Lien Secured Debt |
|
S+600, 1.00% Floor |
|
6/29/2029 |
|
|
17,857 |
|
|
8,316 |
|
|
8,215 |
|
(4)(9)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 1.00% Floor |
|
6/29/2029 |
|
|
2,143 |
|
|
(41) |
|
|
(43) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
8,275 |
|
|
8,172 |
|
|
Imperva |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imperva, Inc. |
|
First Lien Secured Debt |
|
S+426, 1.00% Floor |
|
1/12/2026 |
|
|
33,395 |
|
|
33,050 |
|
|
33,499 |
|
(17) |
Infoblox |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Topco, Inc. |
|
First Lien Secured Debt |
|
S+375, 0.75% Floor |
|
12/1/2027 |
|
|
22,868 |
|
|
22,864 |
|
|
22,684 |
|
(18) |
Medallia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medallia, Inc. |
|
First Lien Secured Debt |
|
S+610 Cash (includes 5.97% PIK) |
|
10/29/2028 |
|
|
38,037 |
|
|
37,342 |
|
|
38,037 |
|
(4)(9)(16) |
Mitchell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mitchell International, Inc. |
|
First Lien Secured Debt |
|
S+386, 0.50% Floor |
|
10/15/2028 |
|
|
20,000 |
|
|
19,509 |
|
|
19,706 |
|
(16) |
Ping Identity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ping Identity Holding Corp. |
|
First Lien Secured Debt |
|
S+700, 0.75% Floor |
|
10/17/2029 |
|
|
22,727 |
|
|
22,213 |
|
|
22,500 |
|
(4)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+700, 0.75% Floor |
|
10/17/2028 |
|
|
2,273 |
|
|
(48) |
|
|
(23) |
|
(4)(5)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
22,165 |
|
|
22,477 |
|
|
Relativity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relativity ODA LLC |
|
First Lien Secured Debt |
|
S+660, 1.00% Floor |
|
5/12/2027 |
|
|
29,262 |
|
|
28,409 |
|
|
28,823 |
|
(4)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+660, 1.00% Floor |
|
5/12/2027 |
|
|
2,500 |
|
|
(48) |
|
|
(37) |
|
(4)(5)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
28,361 |
|
|
28,786 |
|
|
Solera |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polaris Newco, LLC |
|
First Lien Secured Debt |
|
S+411, 0.50% Floor |
|
6/2/2028 |
|
|
49,565 |
|
|
49,623 |
|
|
47,582 |
|
(16) |
Stamps.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auctane, Inc. |
|
First Lien Secured Debt |
|
S+585, 0.75% Floor |
|
10/5/2028 |
|
|
32,013 |
|
|
31,526 |
|
|
32,013 |
|
(4)(9)(16) |
See notes to consolidated financial statements
22
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Zendesk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zendesk, Inc. |
|
First Lien Secured Debt |
|
S+350 Cash plus 3.25% PIK |
|
11/22/2028 |
|
|
180,073 |
|
|
141,723 |
|
|
144,559 |
|
(4)(9)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+350 Cash plus 3.25% PIK |
|
11/22/2028 |
|
|
14,624 |
|
|
(251) |
|
|
— |
|
(4)(9)(11)(27) |
|
|
|
|
|
|
|
|
|
|
|
|
141,472 |
|
|
144,559 |
|
|
|
|
|
|
Total Software |
|
$ |
914,942 |
|
$ |
923,740 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special Purpose Entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
48forty Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine Acquisition Corp II |
|
First Lien Secured Debt |
|
S+585, 1.00% Floor |
|
11/30/2026 |
|
$ |
7,406 |
|
$ |
7,406 |
|
$ |
7,258 |
|
(4)(16) |
|
|
|
|
Total Special Purpose Entity |
|
$ |
7,406 |
|
$ |
7,258 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Carvana |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carvana Co. |
|
First Lien Secured Debt - Corporate Bond |
|
14.00% PIK |
|
6/1/2031 |
|
$ |
21,781 |
|
$ |
22,232 |
|
$ |
16,908 |
|
(8) |
|
|
First Lien Secured Debt - Corporate Bond |
|
13.00% PIK |
|
6/1/2030 |
|
|
18,406 |
|
|
18,786 |
|
|
14,495 |
|
(8) |
|
|
First Lien Secured Debt - Corporate Bond |
|
12.00% PIK |
|
12/1/2028 |
|
|
12,270 |
|
|
12,665 |
|
|
9,636 |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
53,683 |
|
|
41,039 |
|
|
PetSmart |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PetSmart LLC |
|
First Lien Secured Debt |
|
S+385, 0.75% Floor |
|
2/11/2028 |
|
|
9,800 |
|
|
9,805 |
|
|
9,785 |
|
(16) |
Village Pet Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Village Pet Care, LLC |
|
First Lien Secured Debt |
|
S+650, 1.00% Floor |
|
9/22/2029 |
|
|
4,545 |
|
|
855 |
|
|
855 |
|
(4)(9)(11)(27) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 1.00% Floor |
|
9/22/2029 |
|
|
455 |
|
|
(9) |
|
|
(9) |
|
(4)(5)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
846 |
|
|
846 |
|
|
|
|
|
|
Total Specialty Retail |
|
$ |
64,334 |
|
$ |
51,670 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Forterro |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yellow Castle AB |
|
First Lien Secured Debt |
|
E+475, 0.00% Floor |
|
7/9/2029 |
|
€ |
15,498 |
|
$ |
11,258 |
|
$ |
11,827 |
|
(3)(4)(8)(11) |
|
|
First Lien Secured Debt |
|
SONIA+475, 0.00% Floor |
|
7/9/2029 |
|
£ |
2,749 |
|
|
2,729 |
|
|
2,863 |
|
(3)(4)(8)(19) |
|
|
First Lien Secured Debt |
|
SARON+475, 0.00% Floor |
|
7/9/2029 |
|
₣ |
3,296 |
|
|
3,312 |
|
|
3,546 |
|
(3)(4)(8)(23) |
|
|
First Lien Secured Debt |
|
STIBOR+475, 0.00% Floor |
|
7/9/2029 |
|
kr |
34,792 |
|
|
3,232 |
|
|
3,137 |
|
(3)(4)(8)(24) |
|
|
|
|
Total Technology Hardware, Storage & Peripherals |
|
$ |
20,531 |
|
$ |
21,373 |
|
|
|||||
See notes to consolidated financial statements
23
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
|
Par/Shares (3) |
|
Cost (28) |
|
Fair Value (1)(29) |
|
|
||
Textiles, Apparel & Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Authentic Brands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABG Intermediate Holdings 2 LLC |
|
First Lien Secured Debt |
|
S+410, 0.00% Floor |
|
12/21/2028 |
|
$ |
21,959 |
|
$ |
18,179 |
|
$ |
18,451 |
|
(11)(16)(27) |
Claire's |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claire's Stores, Inc. |
|
First Lien Secured Debt |
|
S+660, 0.00% Floor |
|
12/18/2026 |
|
|
11,926 |
|
|
11,781 |
|
|
11,061 |
|
(16) |
Iconix Brand Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBG Borrower LLC |
|
First Lien Secured Debt |
|
S+615, 1.00% Floor |
|
8/22/2029 |
|
|
42,000 |
|
|
41,070 |
|
|
41,475 |
|
(4)(9)(17) |
|
|
|
|
Total Textiles, Apparel & Luxury Goods |
|
$ |
71,030 |
|
$ |
70,987 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Alliance Ground International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGI-CFI Holdings, Inc. |
|
First Lien Secured Debt |
|
S+590, 0.75% Floor |
|
6/11/2027 |
|
$ |
17,262 |
|
$ |
17,104 |
|
$ |
17,262 |
|
(4)(17) |
Swissport |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar Bidco S.a.r.l. |
|
First Lien Secured Debt |
|
E+725, 0.00% Floor |
|
9/30/2027 |
|
€ |
85,000 |
|
|
80,563 |
|
|
87,844 |
|
(3)(4)(8)(9) |
|
|
|
|
Total Transportation Infrastructure |
|
$ |
97,667 |
|
$ |
105,106 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments before Cash Equivalents |
|
$ |
5,303,265 |
|
$ |
5,287,232 |
|
(2)(6)(26) |
|||||
State Street Institutional US Government Money Market Fund |
|
|
|
|
|
|
|
|
|
240,002 |
|
|
240,002 |
|
(7) |
||
|
|
|
|
Total Investments after Cash Equivalents |
|
$ |
5,543,267 |
|
$ |
5,527,234 |
|
|
|||||
Derivative Instrument |
|
|
Company Receives |
|
Company Pays |
|
Maturity Date |
|
Notional Amount |
|
Footnote Reference |
|
Interest rate swap (a) |
|
|
4.02% |
|
3-month SOFR |
|
12/21/2025 |
|
$ |
62,000 |
|
Note 5 |
Interest rate swap (a) |
|
|
3.97% |
|
3-month SOFR |
|
1/19/2026 |
|
$ |
38,000 |
|
Note 5 |
Interest rate swap (a) |
|
|
3.67% |
|
3-month SOFR |
|
12/21/2027 |
|
$ |
82,000 |
|
Note 5 |
Interest rate swap (a) |
|
|
3.65% |
|
3-month SOFR |
|
1/19/2028 |
|
$ |
18,000 |
|
Note 5 |
Interest rate swap (b) |
|
|
7.02% |
|
ESTR+372 |
|
9/28/2026 |
|
€ |
90,000 |
|
Note 5 |
Interest rate swap (a) |
|
|
8.54% |
|
S+418 |
|
9/28/2026 |
|
$ |
226,000 |
|
Note 5 |
Interest rate swap (a) |
|
|
8.62% |
|
S+456 |
|
9/28/2028 |
|
$ |
325,000 |
|
Note 5 |
(a) Bears interest at a rate determined by three-month SOFR. The interest rate locked two business days prior to settlement of the interest rate swaps. The three-month SOFR is 5.40% on September 30, 2023.
(b) Bears interest at a rate determined by 1 day Euro Short Term Rate. The interest rate locked two business days prior to settlement of the interest rate swaps. The 1 day Euro Short Term Rate is 3.89% on September 30, 2023.
Derivative Instrument |
|
|
Settlement Date |
|
Notional amount to be purchased |
|
Notional amount to be sold |
|
Footnote Reference |
|||
Foreign currency forward contract |
|
|
12/20/2023 |
|
$ |
6,466 |
|
A$ |
10,002 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
12/20/2023 |
|
|
4,615 |
|
₣ |
4,093 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
12/20/2023 |
|
|
26,299 |
|
€ |
24,463 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
12/20/2023 |
|
|
125,650 |
|
£ |
102,391 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
12/20/2023 |
|
|
3,040 |
|
kr |
33,895 |
|
|
Note 5 |
See notes to consolidated financial statements
24
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
See notes to consolidated financial statements
25
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Name of Issuer |
Total revolving and delayed draw loan commitments |
|
Less: funded commitments |
|
Total unfunded commitments |
|
Less: commitments substantially at discretion of the Company |
|
Less: unavailable commitments due to borrowing base or other covenant restrictions |
|
Total net adjusted unfunded revolving and delayed draw commitments |
||||||
ABG Intermediate Holdings 2 LLC |
$ |
3,531 |
|
$ |
— |
|
$ |
3,531 |
|
$ |
— |
|
$ |
— |
|
$ |
3,531 |
Accela, Inc. |
|
1,714 |
|
|
— |
|
|
1,714 |
|
|
— |
|
|
— |
|
|
1,714 |
Accelerate360 Holdings, LLC |
|
26,908 |
|
|
(17,938) |
|
|
8,969 |
|
|
— |
|
|
— |
|
|
8,969 |
Advarra Holdings, Inc. |
|
16,576 |
|
|
— |
|
|
16,576 |
|
|
— |
|
|
— |
|
|
16,576 |
Alera Group, Inc. |
|
5,400 |
|
|
— |
|
|
5,400 |
|
|
— |
|
|
— |
|
|
5,400 |
Altern Marketing, LLC |
|
9,422 |
|
|
— |
|
|
9,422 |
|
|
— |
|
|
— |
|
|
9,422 |
Anaplan, Inc. |
|
9,073 |
|
|
— |
|
|
9,073 |
|
|
— |
|
|
— |
|
|
9,073 |
Athena Bidco S.A.S.* |
|
11,230 |
|
|
— |
|
|
11,230 |
|
|
— |
|
|
— |
|
|
11,230 |
Avalara, Inc. |
|
13,636 |
|
|
— |
|
|
13,636 |
|
|
— |
|
|
— |
|
|
13,636 |
AxiomSL Group, Inc. |
|
1,043 |
|
|
— |
|
|
1,043 |
|
|
— |
|
|
— |
|
|
1,043 |
Certinia Inc (FinancialForce.com) |
|
4,039 |
|
|
— |
|
|
4,039 |
|
|
— |
|
|
— |
|
|
4,039 |
Channelside AcquisitionCo, Inc. (fka Gruden Acquisition, Inc.) |
|
4,054 |
|
|
— |
|
|
4,054 |
|
|
— |
|
|
— |
|
|
4,054 |
CI (Quercus) Intermediate Holdings, LLC |
|
2,732 |
|
|
(114) |
|
|
2,618 |
|
|
— |
|
|
459 |
|
|
2,159 |
CircusTrix Holdings LLC |
|
2,419 |
|
|
— |
|
|
2,419 |
|
|
— |
|
|
— |
|
|
2,419 |
CNSI Holdings, LLC |
|
4,000 |
|
|
— |
|
|
4,000 |
|
|
— |
|
|
— |
|
|
4,000 |
Coretrust Purchasing Group LLC (HPG Enterprises LLC) |
|
9,474 |
|
|
— |
|
|
9,474 |
|
|
— |
|
|
— |
|
|
9,474 |
Coupa Software Incorporated |
|
8,716 |
|
|
— |
|
|
8,716 |
|
|
— |
|
|
— |
|
|
8,716 |
CPI Buyer, LLC |
|
3,346 |
|
|
— |
|
|
3,346 |
|
|
— |
|
|
— |
|
|
3,346 |
Disco Parent, LLC |
|
2,139 |
|
|
— |
|
|
2,139 |
|
|
— |
|
|
— |
|
|
2,139 |
Eagle Purchaser, Inc. |
|
9,474 |
|
|
(2,053) |
|
|
7,421 |
|
|
— |
|
|
5,526 |
|
|
1,895 |
ERC Topco Holdings, LLC |
|
3,195 |
|
|
(1,278) |
|
|
1,917 |
|
|
— |
|
|
— |
|
|
1,917 |
Esdec Solar Group B.V. (Enstall Group B.V.)* |
|
17,180 |
|
|
— |
|
|
17,180 |
|
|
— |
|
|
— |
|
|
17,180 |
Evergreen IX Borrower 2023, LLC |
|
10,071 |
|
|
— |
|
|
10,071 |
|
|
— |
|
|
— |
|
|
10,071 |
Fortis Fire & Safety Inc. |
|
4,017 |
|
|
— |
|
|
4,017 |
|
|
— |
|
|
— |
|
|
4,017 |
G Treasury SS LLC |
|
11,429 |
|
|
— |
|
|
11,429 |
|
|
— |
|
|
— |
|
|
11,429 |
Gateway US Holdings, Inc. |
|
6,783 |
|
|
— |
|
|
6,783 |
|
|
— |
|
|
— |
|
|
6,783 |
See notes to consolidated financial statements
26
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Name of Issuer |
Total revolving and delayed draw loan commitments |
|
Less: funded commitments |
|
Total unfunded commitments |
|
Less: commitments substantially at discretion of the Company |
|
Less: unavailable commitments due to borrowing base or other covenant restrictions |
|
Total net adjusted unfunded revolving and delayed draw commitments |
||||||
Heat Makes Sense Shared Services, LLC |
$ |
1,617 |
|
$ |
— |
|
$ |
1,617 |
|
$ |
— |
|
$ |
— |
|
$ |
1,617 |
Higginbotham Insurance Agency, Inc. |
|
20,444 |
|
|
— |
|
|
20,444 |
|
|
— |
|
|
— |
|
|
20,444 |
Investment Company 24 Bidco Limited* |
|
7,037 |
|
|
— |
|
|
7,037 |
|
|
— |
|
|
— |
|
|
7,037 |
IQN Holding Corp. |
|
11,867 |
|
|
— |
|
|
11,867 |
|
|
— |
|
|
— |
|
|
11,867 |
IW Buyer LLC |
|
3,146 |
|
|
— |
|
|
3,146 |
|
|
— |
|
|
— |
|
|
3,146 |
Jazz AH Holdco, LLC |
|
2,800 |
|
|
(260) |
|
|
2,540 |
|
|
— |
|
|
— |
|
|
2,540 |
M&M OPCO, LLC |
|
476 |
|
|
— |
|
|
476 |
|
|
— |
|
|
— |
|
|
476 |
Mount Olympus Bidco Limited |
|
1,447 |
|
|
— |
|
|
1,447 |
|
|
— |
|
|
— |
|
|
1,447 |
Paisley Bidco Limited* |
|
20,264 |
|
|
— |
|
|
20,264 |
|
|
— |
|
|
— |
|
|
20,264 |
PARS Group LLC |
|
952 |
|
|
— |
|
|
952 |
|
|
— |
|
|
— |
|
|
952 |
Patriot Growth Insurance Services, LLC |
|
2,311 |
|
|
— |
|
|
2,311 |
|
|
— |
|
|
— |
|
|
2,311 |
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC) |
|
2,605 |
|
|
(1,303) |
|
|
1,303 |
|
|
— |
|
|
— |
|
|
1,303 |
Ping Identity Holding Corp. |
|
2,273 |
|
|
— |
|
|
2,273 |
|
|
— |
|
|
— |
|
|
2,273 |
Planet US Buyer LLC |
|
5,049 |
|
|
— |
|
|
5,049 |
|
|
— |
|
|
— |
|
|
5,049 |
PPL Acquisition LLC |
|
1,000 |
|
|
— |
|
|
1,000 |
|
|
— |
|
|
— |
|
|
1,000 |
Relativity ODA LLC |
|
2,500 |
|
|
— |
|
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
Revlon Intermediate Holdings IV LLC |
|
110,000 |
|
|
(35,877) |
|
|
74,123 |
|
|
— |
|
|
— |
|
|
74,123 |
Roaring Fork III-B, LLC |
|
21,871 |
|
|
— |
|
|
21,871 |
|
|
— |
|
|
— |
|
|
21,871 |
Rochester Midland Corporation |
|
14,925 |
|
|
— |
|
|
14,925 |
|
|
— |
|
|
— |
|
|
14,925 |
RSC Acquisition Inc |
|
7,000 |
|
|
— |
|
|
7,000 |
|
|
— |
|
|
— |
|
|
7,000 |
Ruler Bidco S.A R.L.* |
|
11,841 |
|
|
— |
|
|
11,841 |
|
|
— |
|
|
— |
|
|
11,841 |
TerSera Therapeutics LLC |
|
1,140 |
|
|
— |
|
|
1,140 |
|
|
— |
|
|
— |
|
|
1,140 |
Treace Medical Concepts, Inc. |
|
11,708 |
|
|
(200) |
|
|
11,508 |
|
|
— |
|
|
5,833 |
|
|
5,675 |
Trench Plate Rental Co. |
|
4,545 |
|
|
(1,477) |
|
|
3,068 |
|
|
— |
|
|
— |
|
|
3,068 |
TS Investors, LLC |
|
2,216 |
|
|
— |
|
|
2,216 |
|
|
— |
|
|
— |
|
|
2,216 |
TZ Buyer LLC |
|
606 |
|
|
— |
|
|
606 |
|
|
— |
|
|
— |
|
|
606 |
Ultimate Baked Goods Midco LLC |
|
1,016 |
|
|
— |
|
|
1,016 |
|
|
— |
|
|
— |
|
|
1,016 |
US Fertility Enterprises, LLC |
|
130 |
|
|
— |
|
|
130 |
|
|
— |
|
|
— |
|
|
130 |
Village Pet Care, LLC |
|
4,091 |
|
|
— |
|
|
4,091 |
|
|
— |
|
|
— |
|
|
4,091 |
Volunteer AcquisitionCo, LLC |
|
1,136 |
|
|
— |
|
|
1,136 |
|
|
— |
|
|
— |
|
|
1,136 |
Yellow Castle AB* |
|
4,312 |
|
|
— |
|
|
4,312 |
|
|
— |
|
|
— |
|
|
4,312 |
Zendesk, Inc. |
|
50,138 |
|
|
— |
|
|
50,138 |
|
|
— |
|
|
— |
|
|
50,138 |
Total |
$ |
534,064 |
|
$ |
(60,500) |
|
$ |
473,564 |
|
$ |
— |
|
$ |
11,818 |
|
$ |
461,746 |
* These investments are in a foreign currency and the total commitment has been converted to USD using the September 30, 2023 exchange rate.
See notes to consolidated financial statements
27
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Second Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
||||||
Aerospace & Defense |
|
|
$ |
4,984 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
4,984 |
Asset Backed Securities |
|
|
|
27,468 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
27,468 |
Automobile Components |
|
|
|
31,191 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31,191 |
Biotechnology |
|
|
|
58,830 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
58,830 |
Building Products |
|
|
|
24,207 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
24,207 |
Capital Markets |
|
|
|
91,266 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
91,266 |
Chemicals |
|
|
|
101,580 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
|
101,680 |
Commercial Services & Supplies |
|
|
|
585,749 |
|
|
— |
|
|
— |
|
|
— |
|
|
140 |
|
|
585,889 |
Communications Equipment |
|
|
|
16,550 |
|
|
39,544 |
|
|
— |
|
|
— |
|
|
— |
|
|
56,094 |
Construction & Engineering |
|
|
|
80,024 |
|
|
— |
|
|
— |
|
|
— |
|
|
50 |
|
|
80,074 |
Construction Materials |
|
|
|
3,744 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,744 |
Consumer Finance |
|
|
|
31,055 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31,055 |
Consumer Staples Distribution & Retail |
|
|
|
78,053 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,053 |
Containers & Packaging |
|
|
|
43,065 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
43,065 |
Diversified Consumer Services |
|
|
|
201,922 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
201,922 |
Diversified Telecommunication Services |
|
|
|
3,983 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,983 |
Electric Utilities |
|
|
|
28,992 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28,992 |
Electrical Equipment |
|
|
|
91,683 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
91,683 |
Entertainment |
|
|
|
97,545 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
97,545 |
Financial Services |
|
|
|
86,121 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
86,121 |
Ground Transportation |
|
|
|
52,906 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
52,906 |
Health Care Equipment & Supplies |
|
|
|
60,595 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
60,595 |
Health Care Providers & Services |
|
|
|
602,199 |
|
|
— |
|
|
— |
|
|
100 |
|
|
— |
|
|
602,299 |
See notes to consolidated financial statements
28
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Second Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
||||||
Health Care Technology |
|
|
|
78,576 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,576 |
Hotels, Restaurants & Leisure |
|
|
|
127,528 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
127,528 |
Household Durables |
|
|
|
9,686 |
|
|
— |
|
|
— |
|
|
— |
|
|
50 |
|
|
9,736 |
Household Products |
|
|
|
7,377 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,377 |
Independent Power & Renewable Electricity Producers |
|
|
|
53,447 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
53,447 |
Insurance |
|
|
|
401,890 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
401,890 |
IT Services |
|
|
|
263,879 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
263,879 |
Leisure Products |
|
|
|
5,916 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,916 |
Machinery |
|
|
|
36,537 |
|
|
— |
|
|
5,994 |
|
|
— |
|
|
— |
|
|
42,531 |
Media |
|
|
|
238,648 |
|
|
— |
|
|
9,466 |
|
|
— |
|
|
— |
|
|
248,114 |
Personal Care Products |
|
|
|
210,454 |
|
|
— |
|
|
— |
|
|
— |
|
|
50 |
|
|
210,504 |
Pharmaceuticals |
|
|
|
78,588 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,588 |
Professional Services |
|
|
|
30,452 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
30,452 |
Real Estate Management & Development |
|
|
|
9,849 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,849 |
Semiconductors & Semiconductor Equipment |
|
|
|
115,322 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
115,322 |
Software |
|
|
|
914,942 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
914,942 |
Special Purpose Entity |
|
|
|
7,406 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,406 |
Specialty Retail |
|
|
|
64,334 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
64,334 |
Technology Hardware, Storage & Peripherals |
|
|
|
20,531 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,531 |
Textiles, Apparel & Luxury Goods |
|
|
|
71,030 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
71,030 |
Transportation Infrastructure |
|
|
|
97,667 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
97,667 |
Total |
|
|
$ |
5,247,771 |
|
$ |
39,544 |
|
$ |
15,460 |
|
$ |
100 |
|
$ |
390 |
|
$ |
5,303,265 |
See notes to consolidated financial statements
29
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Second Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|
% of Net Assets |
||||||
Aerospace & Defense |
|
|
$ |
4,996 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
4,996 |
|
0.2% |
Asset Backed Securities |
|
|
|
27,130 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
27,130 |
|
0.8% |
Automobile Components |
|
|
|
31,244 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31,244 |
|
1.0% |
Biotechnology |
|
|
|
58,230 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
58,230 |
|
1.8% |
Building Products |
|
|
|
23,791 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,791 |
|
0.7% |
Capital Markets |
|
|
|
88,271 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
88,271 |
|
2.7% |
Chemicals |
|
|
|
96,897 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
|
96,997 |
|
3.0% |
Commercial Services & Supplies |
|
|
|
586,136 |
|
|
— |
|
|
— |
|
|
— |
|
|
150 |
|
|
586,286 |
|
18.1% |
Communications Equipment |
|
|
|
16,474 |
|
|
30,716 |
|
|
— |
|
|
— |
|
|
— |
|
|
47,190 |
|
1.5% |
Construction & Engineering |
|
|
|
79,781 |
|
|
— |
|
|
— |
|
|
— |
|
|
46 |
|
|
79,827 |
|
2.5% |
Construction Materials |
|
|
|
3,742 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,742 |
|
0.1% |
Consumer Finance |
|
|
|
31,078 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31,078 |
|
1.0% |
Consumer Staples Distribution & Retail |
|
|
|
78,365 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,365 |
|
2.4% |
Containers & Packaging |
|
|
|
42,957 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
42,957 |
|
1.3% |
Diversified Consumer Services |
|
|
|
201,613 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
201,613 |
|
6.2% |
Diversified Telecommunication Services |
|
|
|
3,568 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,568 |
|
0.1% |
Electric Utilities |
|
|
|
29,033 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
29,033 |
|
0.9% |
Electrical Equipment |
|
|
|
90,216 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
90,216 |
|
2.8% |
Entertainment |
|
|
|
97,719 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
97,719 |
|
3.0% |
Financial Services |
|
|
|
86,613 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
86,613 |
|
2.7% |
Ground Transportation |
|
|
|
52,926 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
52,926 |
|
1.6% |
Health Care Equipment & Supplies |
|
|
|
59,040 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
59,040 |
|
1.8% |
Health Care Providers & Services |
|
|
|
602,491 |
|
|
— |
|
|
— |
|
|
35 |
|
|
— |
|
|
602,526 |
|
18.6% |
See notes to consolidated financial statements
30
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Second Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|
% of Net Assets |
||||||
Health Care Technology |
|
|
|
79,898 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
79,898 |
|
2.5% |
Hotels, Restaurants & Leisure |
|
|
|
129,062 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
129,062 |
|
4.0% |
Household Durables |
|
|
|
9,703 |
|
|
— |
|
|
— |
|
|
— |
|
|
53 |
|
|
9,756 |
|
0.3% |
Household Products |
|
|
|
7,076 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,076 |
|
0.2% |
Independent Power & Renewable Electricity Producers |
|
|
|
50,510 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
50,510 |
|
1.6% |
Insurance |
|
|
|
402,537 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
402,537 |
|
12.4% |
IT Services |
|
|
|
267,775 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
267,775 |
|
8.3% |
Leisure Products |
|
|
|
5,970 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,970 |
|
0.2% |
Machinery |
|
|
|
36,414 |
|
|
— |
|
|
5,799 |
|
|
— |
|
|
— |
|
|
42,213 |
|
1.3% |
Media |
|
|
|
237,889 |
|
|
— |
|
|
8,407 |
|
|
— |
|
|
— |
|
|
246,296 |
|
7.6% |
Personal Care Products |
|
|
|
214,763 |
|
|
— |
|
|
— |
|
|
— |
|
|
131 |
|
|
214,894 |
|
6.6% |
Pharmaceuticals |
|
|
|
72,527 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
72,527 |
|
2.2% |
Professional Services |
|
|
|
29,931 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
29,931 |
|
0.9% |
Real Estate Management & Development |
|
|
|
9,711 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,711 |
|
0.3% |
Semiconductors & Semiconductor Equipment |
|
|
|
115,584 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
115,584 |
|
3.6% |
Software |
|
|
|
923,740 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
923,740 |
|
28.5% |
Special Purpose Entity |
|
|
|
7,258 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,258 |
|
0.2% |
Specialty Retail |
|
|
|
51,670 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
51,670 |
|
1.6% |
Technology Hardware, Storage & Peripherals |
|
|
|
21,373 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
21,373 |
|
0.7% |
Textiles, Apparel & Luxury Goods |
|
|
|
70,987 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
70,987 |
|
2.2% |
Transportation Infrastructure |
|
|
|
105,106 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
105,106 |
|
3.2% |
Total |
|
|
$ |
5,241,795 |
|
$ |
30,716 |
|
$ |
14,206 |
|
$ |
35 |
|
$ |
480 |
|
$ |
5,287,232 |
|
163.2% |
% of Net Assets |
|
|
|
161.9% |
|
|
0.9% |
|
|
0.4% |
|
|
0.0% |
|
|
0.0% |
|
|
163.2% |
|
|
See notes to consolidated financial statements
31
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2023
(In thousands, except share data)
Industry Classification |
Percentage of Total |
Software |
17.5% |
Health Care Providers & Services |
11.4% |
Commercial Services & Supplies |
11.1% |
Insurance |
7.6% |
IT Services |
5.1% |
Media |
4.7% |
Personal Care Products |
4.0% |
Diversified Consumer Services |
3.8% |
Hotels, Restaurants & Leisure |
2.5% |
Semiconductors & Semiconductor Equipment |
2.2% |
Transportation Infrastructure |
2.0% |
Entertainment |
1.8% |
Chemicals |
1.8% |
Electrical Equipment |
1.7% |
Capital Markets |
1.7% |
Financial Services |
1.7% |
Health Care Technology |
1.5% |
Construction & Engineering |
1.5% |
Consumer Staples Distribution & Retail |
1.5% |
Pharmaceuticals |
1.3% |
Textiles, Apparel & Luxury Goods |
1.3% |
Health Care Equipment & Supplies |
1.1% |
Biotechnology |
1.1% |
Ground Transportation |
1.0% |
Specialty Retail |
1.0% |
Independent Power & Renewable Electricity Producers |
1.0% |
Communications Equipment |
0.8% |
Containers & Packaging |
0.8% |
Machinery |
0.8% |
Automobile Components |
0.6% |
Consumer Finance |
0.6% |
Professional Services |
0.6% |
Electric Utilities |
0.6% |
Asset Backed Securities |
0.5% |
Building Products |
0.4% |
Technology Hardware, Storage & Peripherals |
0.4% |
Household Durables |
0.2% |
Real Estate Management & Development |
0.2% |
Special Purpose Entity |
0.1% |
Household Products |
0.1% |
Leisure Products |
0.1% |
Aerospace & Defense |
0.1% |
Construction Materials |
0.1% |
Diversified Telecommunication Services |
0.1% |
|
100.0% |
Geographic Region |
|
September 30, 2023 |
United States |
|
80.0% |
Europe |
|
9.9% |
United Kingdom |
|
7.3% |
Australia |
|
2.2% |
Canada |
|
0.6% |
See notes to consolidated financial statements
32
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRO Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRO Holdings, Inc. |
|
First Lien Secured Debt |
|
L+625, 0.50% Floor |
|
12/18/2028 |
|
$ |
5,000 |
|
$ |
5,000 |
|
$ |
4,975 |
|
(4)(8)(14) |
Vertex Aerospace Services Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Vertex Aerospace Services Corp. |
|
First Lien Secured Debt |
|
L+350, 0.75% Floor |
|
12/6/2028 |
|
|
6,605 |
|
|
6,620 |
|
|
6,499 |
|
(14) |
|
|
|
|
Total Aerospace & Defense |
|
$ |
11,620 |
|
$ |
11,474 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Backed Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roaring Fork III-B, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roaring Fork III-B, LLC |
|
First Lien Secured Debt |
|
S+540, 0.00% Floor |
|
7/16/2026 |
|
$ |
48,000 |
|
$ |
25,721 |
|
$ |
25,241 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt |
|
S+525, 0.00% Floor |
|
7/16/2026 |
|
|
2,000 |
|
|
2,000 |
|
|
1,963 |
|
(4)(8)(9) |
|
|
|
|
Total Asset Backed Securities |
|
$ |
27,721 |
|
$ |
27,204 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mavis Tire Express Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mavis Tire Express Services Corp. |
|
First Lien Secured Debt |
|
S+400, 0.75% Floor |
|
5/4/2028 |
|
$ |
30,613 |
|
$ |
30,617 |
|
$ |
29,261 |
|
(17) |
Truck Hero, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RealTruck Group, Inc. |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
1/31/2028 |
|
|
25,243 |
|
|
25,065 |
|
|
21,772 |
|
(14) |
|
|
|
|
Total Auto Components |
|
$ |
55,682 |
|
$ |
51,033 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Azurity Pharmaceuticals, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Azurity Pharmaceuticals, Inc. |
|
First Lien Secured Debt |
|
L+600, 0.75% Floor |
|
9/20/2027 |
|
$ |
37,962 |
|
$ |
37,036 |
|
$ |
36,546 |
|
(4)(14) |
|
|
|
|
Total Biotechnology |
|
$ |
37,036 |
|
$ |
36,546 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cornerstone Building Brands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cornerstone Building Brands, Inc. |
|
First Lien Secured Debt |
|
S+563, 0.50% Floor |
|
8/1/2028 |
|
$ |
56,525 |
|
$ |
55,949 |
|
$ |
53,557 |
|
(17) |
Oldcastle Building |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oscar Acquisitionco, LLC |
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
4/29/2029 |
|
|
15,960 |
|
|
15,440 |
|
|
15,157 |
|
(17) |
US LBM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LBM Acquisition, LLC |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
12/17/2027 |
|
|
43,388 |
|
|
43,018 |
|
|
37,856 |
|
(14) |
|
|
|
|
Total Building Products |
|
$ |
114,407 |
|
$ |
106,570 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arrowhead Engineered Products Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Arrowhead Holdco Company |
|
First Lien Secured Debt |
|
S+450, 0.75% Floor |
|
8/31/2028 |
|
$ |
9,925 |
|
$ |
9,925 |
|
$ |
9,677 |
|
(4)(17) |
Edelman Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Edelman Financial Engines Centre, LLC |
|
First Lien Secured Debt |
|
L+350, 0.75% Floor |
|
4/7/2028 |
|
|
33,756 |
|
|
33,736 |
|
|
31,520 |
|
(14) |
|
|
|
|
Total Capital Markets |
|
$ |
43,661 |
|
$ |
41,197 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LSF11 A5 HoldCo LLC |
|
First Lien Secured Debt |
|
S+350, 0.50% Floor |
|
10/15/2028 |
|
$ |
20,852 |
|
$ |
20,858 |
|
$ |
20,192 |
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heubach |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SK Neptune Husky Group Sarl |
|
First Lien Secured Debt |
|
S+500, 0.50% Floor |
|
1/3/2029 |
|
|
9,540 |
|
|
9,491 |
|
|
7,620 |
|
(8)(17) |
33
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Solenis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olympus Water US Holding Corporation |
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
11/9/2028 |
|
|
13,476 |
|
|
13,277 |
|
|
13,106 |
|
(10)(14) |
|
|
First Lien Secured Debt |
|
L+375, 0.50% Floor |
|
11/9/2028 |
|
|
13,144 |
|
|
12,937 |
|
|
12,654 |
|
(17) |
|
|
First Lien Secured Debt - Corporate Bond |
|
7.13% |
|
10/1/2027 |
|
|
3,000 |
|
|
2,972 |
|
|
2,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,186 |
|
|
28,631 |
|
|
W.R. Grace Holdings LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W.R. Grace Holdings LLC |
|
First Lien Secured Debt |
|
L+375, 0.50% Floor |
|
9/22/2028 |
|
|
5,982 |
|
|
5,978 |
|
|
5,881 |
|
(14) |
|
|
|
|
Total Chemicals |
|
$ |
65,513 |
|
$ |
62,324 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allied Universal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Universal Holdco LLC |
|
First Lien Secured Debt |
|
S+375, 0.50% Floor |
|
5/12/2028 |
|
$ |
15,783 |
|
$ |
15,260 |
|
$ |
15,019 |
|
(16) |
Beeline |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IQN Holding Corp. |
|
First Lien Secured Debt |
|
S+525, 0.75% Floor |
|
5/2/2029 |
|
|
61,877 |
|
|
61,301 |
|
|
60,318 |
|
(4)(17) |
|
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
5/2/2029 |
|
|
12,834 |
|
|
962 |
|
|
646 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+550, 0.75% Floor |
|
5/2/2028 |
|
|
5,134 |
|
|
(46) |
|
|
(128) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
62,217 |
|
|
60,836 |
|
|
Calypso |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AxiomSL Group, Inc. |
|
First Lien Secured Debt |
|
L+575, 1.00% Floor |
|
12/3/2027 |
|
|
14,599 |
|
|
14,241 |
|
|
14,599 |
|
(4)(14) |
|
|
First Lien Secured Debt |
|
L+600, 1.00% Floor |
|
12/3/2027 |
|
|
956 |
|
|
(12) |
|
|
— |
|
(4)(11)(26) |
|
|
First Lien Secured Debt - Revolver |
|
L+600, 1.00% Floor |
|
12/3/2025 |
|
|
1,043 |
|
|
(32) |
|
|
(10) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
14,197 |
|
|
14,589 |
|
|
Garda World Security Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Garda World Security Corporation |
|
First Lien Secured Debt |
|
L+425, 0.00% Floor |
|
10/30/2026 |
|
|
24,543 |
|
|
24,512 |
|
|
23,950 |
|
(8)(14) |
|
|
First Lien Secured Debt |
|
S+425, 0.00% Floor |
|
2/1/2029 |
|
|
10,430 |
|
|
10,336 |
|
|
10,078 |
|
(8)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
34,848 |
|
|
34,028 |
|
|
HKA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mount Olympus Bidco Limited |
|
First Lien Secured Debt |
|
S+575, 0.50% Floor |
|
8/9/2029 |
|
|
18,465 |
|
|
17,233 |
|
|
17,173 |
|
(4)(8)(9) |
LABL, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LABL, Inc. |
|
First Lien Secured Debt |
|
L+500, 0.50% Floor |
|
10/29/2028 |
|
|
33,640 |
|
|
33,794 |
|
|
32,042 |
|
(14) |
Liberty Tire Recycling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTR Intermediate Holdings, Inc. |
|
First Lien Secured Debt |
|
L+450, 1.00% Floor |
|
5/5/2028 |
|
|
9,122 |
|
|
9,076 |
|
|
8,324 |
|
(14) |
Profile Products LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profile Products LLC |
|
First Lien Secured Debt |
|
L+550, 0.75% Floor |
|
11/12/2027 |
|
|
4,963 |
|
|
4,963 |
|
|
4,963 |
|
(4)(14) |
Public Partnerships, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL Acquisition LLC |
|
First Lien Secured Debt |
|
S+625, 0.75% Floor |
|
7/1/2028 |
|
|
8,836 |
|
|
8,621 |
|
|
8,659 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+625, 0.75% Floor |
|
7/1/2028 |
|
|
1,000 |
|
|
(18) |
|
|
(20) |
|
(4)(5)(9) |
PPL Equity LP |
|
Preferred Equity - Preferred Stocks |
|
N/A |
|
N/A |
|
|
50,000 Shares |
|
|
50 |
|
|
50 |
|
(4)(9) |
|
|
Preferred Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
50,000 Shares |
|
|
50 |
|
|
6 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
8,703 |
|
|
8,695 |
|
|
R. R. Donnelley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. R. Donnelley & Sons Company |
|
First Lien Secured Debt |
|
S+625, 0.50% Floor |
|
11/1/2026 |
|
|
168,271 |
|
|
166,842 |
|
|
165,747 |
|
(4)(9)(17) |
34
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
SAVATREE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CI (Quercus) Intermediate Holdings, LLC |
|
First Lien Secured Debt |
|
L+525, 0.75% Floor |
|
10/12/2028 |
|
|
17,576 |
|
|
15,883 |
|
|
15,814 |
|
(4)(11)(14) |
|
|
First Lien Secured Debt - Revolver |
|
L+550, 0.75% Floor |
|
10/12/2028 |
|
|
2,273 |
|
|
(49) |
|
|
(43) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
15,834 |
|
|
15,771 |
|
|
Tranzonic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TZ Buyer LLC |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
8/14/2028 |
|
|
9,325 |
|
|
7,336 |
|
|
7,324 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+600, 0.75% Floor |
|
8/14/2028 |
|
|
606 |
|
|
(14) |
|
|
(15) |
|
(4)(5)(9) |
TZ Parent LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
50 Shares |
|
|
50 |
|
|
50 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,372 |
|
|
7,359 |
|
|
TravelCenters of America Inc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TravelCenters of America Inc |
|
First Lien Secured Debt |
|
L+600, 1.00% Floor |
|
12/14/2027 |
|
|
19,600 |
|
|
19,779 |
|
|
19,796 |
|
(4)(8)(14) |
United Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PECF USS Intermediate Holding III Corporation |
|
First Lien Secured Debt |
|
L+425, 0.50% Floor |
|
12/15/2028 |
|
|
25,245 |
|
|
25,336 |
|
|
21,101 |
|
(14) |
Version 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Company 24 Bidco Limited |
|
First Lien Secured Debt |
|
SONIA+575, 0.00% Floor |
|
7/11/2029 |
|
£ |
6,559 |
|
|
7,615 |
|
|
7,692 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
E+575, 0.00% Floor |
|
7/11/2029 |
|
€ |
5,406 |
|
|
3,920 |
|
|
4,140 |
|
(3)(4)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
11,535 |
|
|
11,832 |
|
|
|
|
|
|
Total Commercial Services & Supplies |
|
$ |
446,989 |
|
$ |
437,275 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mitel Networks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLN US Holdco LLC |
|
First Lien Secured Debt |
|
S+670, 1.00% Floor |
|
10/18/2027 |
|
$ |
38,156 |
|
$ |
39,744 |
|
$ |
33,673 |
|
(4)(8)(16) |
|
|
First Lien Secured Debt |
|
S+644, 1.00% Floor |
|
10/18/2027 |
|
|
6,395 |
|
|
6,163 |
|
|
6,158 |
|
(4)(8)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
45,907 |
|
|
39,831 |
|
|
Ufinet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zacapa S.a r.l. |
|
First Lien Secured Debt |
|
S+425, 0.50% Floor |
|
3/22/2029 |
|
|
20,844 |
|
|
20,761 |
|
|
20,076 |
|
(8)(18) |
|
|
|
|
Total Communications Equipment |
|
$ |
66,668 |
|
$ |
59,907 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Trench Plate Rental Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trench Plate Rental Co. |
|
First Lien Secured Debt |
|
S+550, 1.00% Floor |
|
12/3/2026 |
|
$ |
45,227 |
|
$ |
44,574 |
|
$ |
44,549 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+550, 1.00% Floor |
|
12/3/2026 |
|
|
4,545 |
|
|
1,146 |
|
|
1,136 |
|
(4)(9)(11) |
Trench Safety Solutions Holdings, LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
331 Shares |
|
|
50 |
|
|
51 |
|
(4)(9) |
|
|
|
|
Total Construction & Engineering |
|
$ |
45,770 |
|
$ |
45,736 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Express GBT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBT Group Services B.V. |
|
First Lien Secured Debt |
|
L+650, 1.00% Floor |
|
12/2/2026 |
|
$ |
25,000 |
|
$ |
25,231 |
|
$ |
24,906 |
|
(8)(14) |
|
|
|
|
Total Consumer Finance |
|
$ |
25,231 |
|
$ |
24,906 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Berlin Packaging L.L.C. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Berlin Packaging L.L.C. |
|
First Lien Secured Debt |
|
L+375, 0.50% Floor |
|
3/11/2028 |
|
$ |
34,648 |
|
$ |
34,646 |
|
$ |
33,403 |
|
(14) |
BOX Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bp Purchaser LLC |
|
First Lien Secured Debt |
|
L+550, 0.75% Floor |
|
12/11/2028 |
|
|
7,444 |
|
|
7,444 |
|
|
7,444 |
|
(4)(14) |
35
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Tekni-Plex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trident TPI Holdings, Inc. |
|
First Lien Secured Debt |
|
L+400, 0.50% Floor |
|
9/15/2028 |
|
|
35,907 |
|
|
35,951 |
|
|
34,576 |
|
(14) |
|
|
|
|
Total Containers & Packaging |
|
$ |
78,041 |
|
$ |
75,423 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2U |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2U, Inc. |
|
First Lien Secured Debt |
|
L+575, 0.75% Floor |
|
12/30/2024 |
|
$ |
24,625 |
|
$ |
24,226 |
|
$ |
24,502 |
|
(4)(8)(14) |
Houghton Mifflin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houghton Mifflin Harcourt Company |
|
First Lien Secured Debt |
|
S+525, 0.50% Floor |
|
4/9/2029 |
|
|
49,882 |
|
|
47,586 |
|
|
47,575 |
|
(17) |
|
|
|
|
Total Diversified Consumer Services |
|
$ |
71,812 |
|
$ |
72,077 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Acuity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trident Bidco Limited |
|
First Lien Secured Debt |
|
S+525, 0.00% Floor |
|
6/7/2029 |
|
$ |
61,619 |
|
$ |
60,358 |
|
$ |
60,079 |
|
(4)(8)(9) |
Apex Group Treasury LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apex Group Treasury LLC |
|
First Lien Secured Debt |
|
S+500, 0.50% Floor |
|
7/27/2028 |
|
|
12,500 |
|
|
11,751 |
|
|
12,188 |
|
(8)(16) |
|
|
|
|
Total Diversified Financial Services |
|
$ |
72,109 |
|
$ |
72,267 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ORBCOMM, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORBCOMM, Inc. |
|
First Lien Secured Debt |
|
L+425, 0.75% Floor |
|
9/1/2028 |
|
$ |
4,005 |
|
$ |
4,015 |
|
$ |
3,441 |
|
(14) |
|
|
|
|
Total Diversified Telecommunication Services |
|
$ |
4,015 |
|
$ |
3,441 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Congruex Group LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Congruex Group LLC |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
5/3/2029 |
|
$ |
29,850 |
|
$ |
29,152 |
|
$ |
29,178 |
|
(4)(9)(17) |
|
|
|
|
Total Electric Utilities |
|
$ |
29,152 |
|
$ |
29,178 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antylia Scientific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CPI Buyer, LLC |
|
First Lien Secured Debt |
|
L+550, 0.75% Floor |
|
11/1/2028 |
|
$ |
41,407 |
|
$ |
33,342 |
|
$ |
32,928 |
|
(4)(14)(26) |
|
|
First Lien Secured Debt - Revolver |
|
L+550, 0.75% Floor |
|
10/30/2026 |
|
|
3,346 |
|
|
— |
|
|
(33) |
|
(4)(5)(11) |
|
|
|
|
Total Electrical Equipment |
|
$ |
33,342 |
|
$ |
32,895 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chernin Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jewel Purchaser, Inc. |
|
First Lien Secured Debt |
|
S+550, 0.50% Floor |
|
7/1/2027 |
|
$ |
92,831 |
|
$ |
90,636 |
|
$ |
91,439 |
|
(4)(9)(17) |
|
|
|
|
Total Entertainment |
|
$ |
90,636 |
|
$ |
91,439 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Real Estate Investment Trusts (REITs) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oak View Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVG Business Services, LLC |
|
First Lien Secured Debt |
|
L+625, 1.00% Floor |
|
11/20/2028 |
|
$ |
7,444 |
|
$ |
7,444 |
|
$ |
7,332 |
|
(4)(14) |
|
|
|
|
Total Equity Real Estate Investment Trusts (REITs) |
|
$ |
7,444 |
|
$ |
7,332 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation Insight |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TI Intermediate Holdings, LLC |
|
First Lien Secured Debt |
|
L+425, 1.00% Floor |
|
12/18/2024 |
|
$ |
7,443 |
|
$ |
7,443 |
|
$ |
7,369 |
|
(4)(14) |
|
|
|
|
Total Financing |
|
$ |
7,443 |
|
$ |
7,369 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Food & Staples Retailing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rise and Brill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultimate Baked Goods Midco LLC |
|
First Lien Secured Debt |
|
L+650, 1.00% Floor |
|
8/13/2027 |
|
$ |
8,300 |
|
$ |
8,062 |
|
$ |
8,019 |
|
(4)(9)(14) |
|
|
First Lien Secured Debt - Revolver |
|
L+650, 1.00% Floor |
|
8/13/2027 |
|
|
1,016 |
|
|
226 |
|
|
232 |
|
(4)(9)(11) |
|
|
|
|
Total Food & Staples Retailing |
|
$ |
8,288 |
|
$ |
8,251 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tate & Lyle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary Products Finance LLC |
|
First Lien Secured Debt |
|
S+400, 0.50% Floor |
|
4/1/2029 |
|
$ |
11,008 |
|
$ |
11,018 |
|
$ |
10,853 |
|
(17) |
|
|
|
|
Total Food Products |
|
$ |
11,018 |
|
$ |
10,853 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Equipment & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Embecta Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embecta Corp. |
|
First Lien Secured Debt - Corporate Bond |
|
5.00% |
|
2/15/2030 |
|
$ |
7,500 |
|
$ |
6,860 |
|
$ |
6,319 |
|
|
Treace Medical Concepts, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treace Medical Concepts, Inc. |
|
First Lien Secured Debt |
|
S+600, 1.00% Floor |
|
4/1/2027 |
|
|
17,500 |
|
|
7,259 |
|
|
7,028 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt - Revolver |
|
S+400, 1.00% Floor |
|
4/1/2027 |
|
|
1,500 |
|
|
200 |
|
|
178 |
|
(4)(8)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
7,459 |
|
|
7,206 |
|
|
|
|
|
|
Total Health Care Equipment & Supplies |
|
$ |
14,319 |
|
$ |
13,525 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advarra Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advarra Holdings, Inc. |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
8/24/2029 |
|
$ |
200,000 |
|
$ |
180,135 |
|
$ |
180,424 |
|
(4)(9)(11) |
Affordable Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACI Group Holdings, Inc. |
|
First Lien Secured Debt |
|
L+450, 0.75% Floor |
|
8/2/2028 |
|
|
4,962 |
|
|
4,962 |
|
|
4,863 |
|
(4)(14) |
Athenahealth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Athenahealth Group Inc. |
|
First Lien Secured Debt |
|
S+350, 0.50% Floor |
|
2/15/2029 |
|
|
50,532 |
|
|
43,660 |
|
|
40,215 |
|
(11)(17) |
CoreTrust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coretrust Purchasing Group LLC |
|
First Lien Secured Debt |
|
S+675, 0.75% Floor |
|
10/1/2029 |
|
|
32,526 |
|
|
31,575 |
|
|
31,551 |
|
(4)(17) |
|
|
First Lien Secured Debt |
|
S+675, 0.75% Floor |
|
9/30/2029 |
|
|
4,737 |
|
|
(69) |
|
|
(142) |
|
(4)(5)(11) |
|
|
First Lien Secured Debt - Revolver |
|
S+675, 0.75% Floor |
|
9/30/2029 |
|
|
4,737 |
|
|
(137) |
|
|
(142) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
31,369 |
|
|
31,267 |
|
|
Dental Care Alliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCA Investment Holding LLC |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
4/3/2028 |
|
|
2,479 |
|
|
2,479 |
|
|
2,479 |
|
(4)(17) |
Eating Recovery Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ERC Topco Holdings, LLC |
|
First Lien Secured Debt |
|
L+550, 0.75% Floor |
|
11/10/2028 |
|
|
40,250 |
|
|
35,297 |
|
|
34,089 |
|
(4)(11)(14) |
|
|
First Lien Secured Debt - Revolver |
|
L+550, 0.75% Floor |
|
11/10/2027 |
|
|
3,195 |
|
|
1,970 |
|
|
1,843 |
|
(4)(11)(14) |
|
|
|
|
|
|
|
|
|
|
|
|
37,267 |
|
|
35,932 |
|
|
Gateway US Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gateway US Holdings, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
9/22/2026 |
|
|
89,227 |
|
|
84,784 |
|
|
84,289 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
9/22/2026 |
|
|
3,402 |
|
|
2,824 |
|
|
2,797 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.75% Floor |
|
9/22/2026 |
|
|
2,629 |
|
|
1,427 |
|
|
1,407 |
|
(4)(11)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
89,035 |
|
|
88,493 |
|
|
37
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Medical Solutions Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Solutions Holdings, Inc. |
|
First Lien Secured Debt |
|
L+350, 0.50% Floor |
|
11/1/2028 |
|
|
8,906 |
|
|
8,917 |
|
|
8,372 |
|
(14) |
Practice Plus Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Practice Plus Group Bidco Limited / Practice Plus Group Holdings Limited |
|
First Lien Secured Debt |
|
SONIA+650, 0.50% Floor |
|
11/18/2029 |
|
£ |
10,000 |
|
|
11,562 |
|
|
11,757 |
|
(3)(4)(8) |
Smile Brands Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Smile Brands Inc. |
|
First Lien Secured Debt |
|
L+475, 1.00% Floor |
|
10/12/2024 |
|
|
7,443 |
|
|
7,443 |
|
|
7,332 |
|
(4)(14) |
Thrive Pet Healthcare |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pathway Vet Alliance LLC |
|
First Lien Secured Debt |
|
L+375, 0.00% Floor |
|
3/31/2027 |
|
|
29,207 |
|
|
29,163 |
|
|
24,643 |
|
(14) |
Tivity Health, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tivity Health, Inc. |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
6/28/2029 |
|
|
114,713 |
|
|
113,066 |
|
|
112,992 |
|
(4)(9)(17) |
|
|
|
|
Total Health Care Providers & Services |
|
$ |
559,058 |
|
$ |
548,769 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
eResearchTechnology, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
eResearchTechnology, Inc. |
|
First Lien Secured Debt |
|
L+450, 1.00% Floor |
|
2/4/2027 |
|
$ |
29,636 |
|
$ |
29,103 |
|
$ |
26,242 |
|
(14) |
Wellsky |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project Ruby Ultimate Parent Corp. |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
3/10/2028 |
|
|
53,366 |
|
|
51,851 |
|
|
51,365 |
|
(4)(17) |
|
|
|
|
Total Health Care Technology |
|
$ |
80,954 |
|
$ |
77,607 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels, Restaurants & Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fertitta Entertainment LLC/NV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fertitta Entertainment LLC/NV |
|
First Lien Secured Debt |
|
S+400, 0.50% Floor |
|
1/27/2029 |
|
$ |
18,168 |
|
$ |
18,233 |
|
$ |
17,313 |
|
(17) |
PARS Group LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARS Group LLC |
|
First Lien Secured Debt |
|
S+675, 1.50% Floor |
|
4/3/2028 |
|
|
10,000 |
|
|
8,916 |
|
|
8,898 |
|
(4)(9)(16) |
|
|
|
|
Total Hotels, Restaurants & Leisure |
|
$ |
27,149 |
|
$ |
26,211 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household Durables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ergotron |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ergotron Acquisition, LLC |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
7/6/2028 |
|
$ |
9,925 |
|
$ |
9,739 |
|
$ |
9,727 |
|
(4)(17) |
Ergotron Investments, LLC |
|
Common Equity - Equity Unit |
|
N/A |
|
N/A |
|
|
500 Shares |
|
|
50 |
|
|
54 |
|
(4) |
|
|
|
|
Total Household Durables |
|
$ |
9,789 |
|
$ |
9,781 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantice Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jazz AH Holdco, LLC |
|
First Lien Secured Debt |
|
S+500, 0.75% Floor |
|
4/3/2028 |
|
$ |
9,182 |
|
$ |
7,182 |
|
$ |
6,901 |
|
(4)(11)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+500, 0.75% Floor |
|
4/3/2028 |
|
|
800 |
|
|
286 |
|
|
275 |
|
(4)(11)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
7,468 |
|
|
7,176 |
|
|
Vita Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vita Global FinCo Limited |
|
First Lien Secured Debt |
|
SONIA+700, 0.00% Floor |
|
7/6/2027 |
|
£ |
17,857 |
|
|
24,170 |
|
|
21,049 |
|
(3)(4)(8) |
|
|
|
|
Total Household Products |
|
$ |
31,638 |
|
$ |
28,225 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alera Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alera Group, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
10/2/2028 |
|
$ |
39,929 |
|
$ |
27,438 |
|
$ |
27,449 |
|
(4)(9)(11) |
|
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
10/2/2028 |
|
|
16,605 |
|
|
16,213 |
|
|
16,275 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
43,651 |
|
|
43,724 |
|
|
38
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Asurion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asurion, LLC |
|
First Lien Secured Debt |
|
L+325, 0.00% Floor |
|
12/23/2026 |
|
|
15,394 |
|
|
15,311 |
|
|
13,773 |
|
(14) |
|
|
First Lien Secured Debt |
|
L+325, 0.00% Floor |
|
7/31/2027 |
|
|
11,136 |
|
|
11,124 |
|
|
9,751 |
|
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
26,435 |
|
|
23,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howden Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hyperion Refinance Sarl |
|
First Lien Secured Debt |
|
S+525, 0.75% Floor |
|
11/12/2027 |
|
|
103,000 |
|
|
29,435 |
|
|
29,417 |
|
(4)(8)(17) |
Patriot Growth Insurance Services, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patriot Growth Insurance Services, LLC |
|
First Lien Secured Debt |
|
L+550, 0.75% Floor |
|
10/16/2028 |
|
|
32,469 |
|
|
32,469 |
|
|
32,469 |
|
(4)(14) |
|
|
First Lien Secured Debt - Revolver |
|
L+550, 0.75% Floor |
|
10/16/2028 |
|
|
2,311 |
|
|
— |
|
|
— |
|
(4)(11)(26) |
|
|
|
|
|
|
|
|
|
|
|
|
32,469 |
|
|
32,469 |
|
|
Risk Strategies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSC Acquisition Inc |
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
10/30/2026 |
|
|
26,982 |
|
|
7,725 |
|
|
7,611 |
|
(4)(11)(17) |
|
|
|
|
Total Insurance |
|
$ |
139,715 |
|
$ |
136,745 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Delivery Hero |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery Hero Finco Germany GmbH |
|
First Lien Secured Debt |
|
E+575, 0.00% Floor |
|
8/12/2027 |
|
€ |
79,000 |
|
$ |
81,919 |
|
$ |
82,451 |
|
(3)(4)(8) |
Delivery Hero SE |
|
First Lien Secured Debt |
|
S+575, 0.50% Floor |
|
8/12/2027 |
|
|
17,870 |
|
|
17,514 |
|
|
17,289 |
|
(8)(9)(17) |
|
|
|
|
|
|
|
|
|
|
|
|
99,433 |
|
|
99,740 |
|
|
Stamps.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auctane, Inc. |
|
First Lien Secured Debt |
|
L+575, 0.75% Floor |
|
10/5/2028 |
|
|
32,256 |
|
|
31,712 |
|
|
32,256 |
|
(4)(9)(14) |
|
|
|
|
Total Internet & Direct Marketing Retail |
|
$ |
131,145 |
|
$ |
131,996 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anaplan, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anaplan, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
6/21/2029 |
|
$ |
146,692 |
|
$ |
143,914 |
|
$ |
143,758 |
|
(4)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.75% Floor |
|
6/21/2028 |
|
|
9,073 |
|
|
(166) |
|
|
(181) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
143,748 |
|
|
143,577 |
|
|
Genesys Cloud |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greeneden U.S. Holdings II, LLC |
|
First Lien Secured Debt |
|
L+400, 0.75% Floor |
|
12/1/2027 |
|
|
40,351 |
|
|
40,240 |
|
|
38,813 |
|
(14) |
Peraton Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peraton Corp. |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
2/1/2028 |
|
|
32,599 |
|
|
32,573 |
|
|
31,852 |
|
(14) |
Virtusa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtusa Corporation |
|
First Lien Secured Debt |
|
S+375, 0.75% Floor |
|
2/15/2029 |
|
|
18,547 |
|
|
18,385 |
|
|
17,968 |
|
(17) |
|
|
|
|
Total IT Services |
|
$ |
234,946 |
|
$ |
232,210 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter Next Generation, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter Next Generation, Inc. |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
12/1/2027 |
|
$ |
14,888 |
|
$ |
14,898 |
|
$ |
14,486 |
|
(14) |
Pro Mach Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Mach Group, Inc. |
|
First Lien Secured Debt |
|
L+400, 1.00% Floor |
|
8/31/2028 |
|
|
31,241 |
|
|
31,223 |
|
|
30,450 |
|
(14) |
|
|
First Lien Secured Debt |
|
S+500, 0.50% Floor |
|
8/31/2028 |
|
|
2,514 |
|
|
2,388 |
|
|
2,438 |
|
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
33,611 |
|
|
32,888 |
|
|
39
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Safe Fleet Holdings LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Safe Fleet Holdings LLC |
|
First Lien Secured Debt |
|
S+500, 0.50% Floor |
|
2/23/2029 |
|
|
6,468 |
|
|
6,280 |
|
|
6,370 |
|
(17) |
SPX Flow, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPX Flow, Inc. |
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
4/5/2029 |
|
|
9,956 |
|
|
9,398 |
|
|
9,301 |
|
(17) |
|
|
Unsecured Debt - Corporate Bond |
|
8.75% |
|
4/1/2030 |
|
|
6,255 |
|
|
5,973 |
|
|
4,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,371 |
|
|
14,242 |
|
|
|
|
|
|
Total Machinery |
|
$ |
70,160 |
|
$ |
67,986 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales & Marketing Inc. |
|
First Lien Secured Debt |
|
L+450, 0.75% Floor |
|
10/28/2027 |
|
$ |
29,983 |
|
$ |
30,059 |
|
$ |
24,886 |
|
(8)(14) |
American Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerate360 Holdings, LLC |
|
First Lien Secured Debt |
|
S+550, 1.00% Floor |
|
2/11/2027 |
|
|
75,777 |
|
|
75,777 |
|
|
75,398 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+550, 1.00% Floor |
|
2/11/2027 |
|
|
26,908 |
|
|
15,696 |
|
|
15,562 |
|
(4)(9)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
91,473 |
|
|
90,960 |
|
|
Associations Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associations Inc. |
|
First Lien Secured Debt |
|
S+400 Cash plus 2.50% PIK |
|
7/2/2027 |
|
|
15,225 |
|
|
15,087 |
|
|
15,073 |
|
(4)(16)(17) |
|
|
First Lien Secured Debt |
|
S+625 Cash plus 2.50% PIK |
|
7/2/2027 |
|
|
979 |
|
|
970 |
|
|
969 |
|
(4)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
16,057 |
|
|
16,042 |
|
|
Charter Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCO Holdings LLC / CCO Holdings Capital Corp |
|
Unsecured Debt - Corporate Bond |
|
4.75% |
|
2/1/2032 |
|
|
10,500 |
|
|
9,396 |
|
|
8,536 |
|
|
Gannett Co., Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gannett Holdings, LLC |
|
First Lien Secured Debt |
|
L+500, 0.50% Floor |
|
10/15/2026 |
|
|
64,185 |
|
|
63,981 |
|
|
63,703 |
|
(8)(13) |
|
|
First Lien Secured Debt - Corporate Bond |
|
6.00% |
|
11/1/2026 |
|
|
16,000 |
|
|
12,526 |
|
|
13,157 |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
76,507 |
|
|
76,860 |
|
|
Material Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material Holdings, LLC |
|
First Lien Secured Debt |
|
S+600, 0.75% Floor |
|
8/19/2027 |
|
|
7,443 |
|
|
7,443 |
|
|
7,295 |
|
(4)(16) |
McGraw Hill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McGraw-Hill Education, Inc. |
|
First Lien Secured Debt |
|
L+475, 0.50% Floor |
|
7/28/2028 |
|
|
49,874 |
|
|
48,645 |
|
|
47,068 |
|
(14) |
|
|
|
|
Total Media |
|
$ |
279,580 |
|
$ |
271,647 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper & Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahlstrom-Munksjö |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahlstrom-Munksjo Holding 3 Oy |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
2/4/2028 |
|
$ |
22,459 |
|
$ |
22,448 |
|
$ |
21,561 |
|
(8)(14) |
|
|
|
|
Total Paper & Forest Products |
|
$ |
22,448 |
|
$ |
21,561 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greencross |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vermont Aus Pty Ltd |
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
3/23/2028 |
|
$ |
103,039 |
|
$ |
100,728 |
|
$ |
98,917 |
|
(4)(8)(9) |
|
|
First Lien Secured Debt |
|
BBSW+575, 0.75% Floor |
|
3/23/2028 |
|
A$ |
9,925 |
|
|
7,196 |
|
|
6,521 |
|
(3)(4)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
107,924 |
|
|
105,438 |
|
|
40
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Heat Makes Sense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heat Makes Sense Shared Services, LLC |
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
7/1/2029 |
|
|
8,313 |
|
|
8,151 |
|
|
8,146 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+550, 0.75% Floor |
|
7/1/2028 |
|
|
1,617 |
|
|
293 |
|
|
291 |
|
(4)(9)(11) |
Ishtar Co-Invest-B LP |
|
Common Equity - Stock |
|
N/A |
|
N/A |
|
|
38,889 Shares |
|
|
39 |
|
|
39 |
|
(4)(9) |
Oshun Co-Invest-B LP |
|
Common Equity - Stock |
|
N/A |
|
N/A |
|
|
11,111 Shares |
|
|
11 |
|
|
11 |
|
(4)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
8,494 |
|
|
8,487 |
|
|
VFS Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Speed Midco 3 S.A R.L. |
|
First Lien Secured Debt |
|
E+700, 0.00% Floor |
|
5/16/2029 |
|
€ |
111,776 |
|
|
114,128 |
|
|
118,155 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
SONIA+750, 0.00% Floor |
|
5/16/2029 |
|
£ |
22,059 |
|
|
26,523 |
|
|
26,269 |
|
(3)(4)(8) |
|
|
|
|
|
|
|
|
|
|
|
|
140,651 |
|
|
144,424 |
|
|
|
|
|
|
Total Personal Products |
|
$ |
257,069 |
|
$ |
258,349 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health Companies Inc. |
|
First Lien Secured Debt |
|
S+525, 0.50% Floor |
|
2/1/2027 |
|
$ |
41,928 |
|
$ |
40,167 |
|
$ |
32,424 |
|
(8)(17) |
Galderma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sunshine Luxembourg VII SARL |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
10/1/2026 |
|
|
16,502 |
|
|
16,111 |
|
|
15,835 |
|
(8)(15) |
KEPRO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNSI Holdings, LLC |
|
First Lien Secured Debt |
|
S+650, 0.50% Floor |
|
12/17/2028 |
|
|
36,000 |
|
|
34,753 |
|
|
34,740 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.50% Floor |
|
12/17/2027 |
|
|
4,000 |
|
|
(138) |
|
|
(140) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
34,615 |
|
|
34,600 |
|
|
Pacira Biosciences, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacira Biosciences, Inc. |
|
First Lien Secured Debt |
|
S+700, 0.75% Floor |
|
12/7/2026 |
|
|
2,500 |
|
|
2,438 |
|
|
2,468 |
|
(8)(10)(17) |
|
|
|
|
Total Pharmaceuticals |
|
$ |
93,331 |
|
$ |
85,327 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kroll |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deerfield Dakota Holding, LLC |
|
First Lien Secured Debt |
|
S+375, 1.00% Floor |
|
4/9/2027 |
|
$ |
27,307 |
|
$ |
27,323 |
|
$ |
25,549 |
|
(17) |
|
|
|
|
Total Professional Services |
|
$ |
27,323 |
|
$ |
25,549 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Management & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
3Phase Elevator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polyphase Elevator Holding Company |
|
First Lien Secured Debt |
|
S+550, 1.00% Floor |
|
6/23/2027 |
|
$ |
3,474 |
|
$ |
3,474 |
|
$ |
3,474 |
|
(4)(16) |
Pritchard Industries, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pritchard Industries, LLC |
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
10/13/2027 |
|
|
6,451 |
|
|
6,451 |
|
|
6,290 |
|
(4)(18) |
WeWork Companies LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WeWork Companies LLC |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
11/30/2023 |
|
|
100,000 |
|
|
99,554 |
|
|
99,500 |
|
(4)(8)(17) |
|
|
|
|
Total Real Estate Management & Development |
|
$ |
109,479 |
|
$ |
109,264 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Road & Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PODS, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PODS, LLC |
|
First Lien Secured Debt |
|
L+300, 0.75% Floor |
|
3/31/2028 |
|
$ |
10,596 |
|
$ |
10,606 |
|
$ |
10,027 |
|
(14) |
|
|
|
|
Total Road & Rail |
|
$ |
10,606 |
|
$ |
10,027 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armstrong Bidco Limited |
|
First Lien Secured Debt |
|
SONIA+525, 0.00% Floor |
|
6/28/2029 |
|
£ |
42,000 |
|
$ |
46,163 |
|
$ |
46,116 |
|
(3)(4)(8) |
Avalara, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avalara, Inc. |
|
First Lien Secured Debt |
|
S+725, 0.75% Floor |
|
10/19/2028 |
|
|
136,364 |
|
|
133,037 |
|
|
132,955 |
|
(4)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+725, 0.75% Floor |
|
10/19/2028 |
|
|
13,636 |
|
|
(330) |
|
|
(341) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
132,707 |
|
|
132,614 |
|
|
BMC Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boxer Parent Company Inc. |
|
First Lien Secured Debt |
|
L+375, 0.00% Floor |
|
10/2/2025 |
|
|
26,263 |
|
|
26,270 |
|
|
25,204 |
|
(14) |
DigiCert |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dcert Buyer, Inc. |
|
First Lien Secured Debt |
|
S+400, 0.00% Floor |
|
10/16/2026 |
|
|
36,757 |
|
|
36,731 |
|
|
35,540 |
|
(16) |
Flexera Software LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flexera Software LLC |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
3/3/2028 |
|
|
30,488 |
|
|
30,533 |
|
|
29,326 |
|
(14) |
Imperva, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imperva, Inc. |
|
First Lien Secured Debt |
|
L+400, 1.00% Floor |
|
1/12/2026 |
|
|
47,786 |
|
|
47,776 |
|
|
39,304 |
|
(14) |
Infoblox |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Topco, Inc. |
|
First Lien Secured Debt |
|
S+375, 0.75% Floor |
|
12/1/2027 |
|
|
29,068 |
|
|
29,041 |
|
|
26,888 |
|
(17) |
Medallia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medallia, Inc. |
|
First Lien Secured Debt |
|
L+600 Cash plus 0.75% PIK |
|
10/29/2028 |
|
|
36,423 |
|
|
35,651 |
|
|
36,241 |
|
(4)(9)(14) |
Ping Identity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ping Identity Holding Corp. |
|
First Lien Secured Debt |
|
S+700, 0.75% Floor |
|
10/17/2029 |
|
|
22,727 |
|
|
22,171 |
|
|
22,159 |
|
(4)(16) |
|
|
First Lien Secured Debt - Revolver |
|
S+700, 0.75% Floor |
|
10/17/2028 |
|
|
2,273 |
|
|
(55) |
|
|
(57) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
22,116 |
|
|
22,102 |
|
|
Relativity ODA LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relativity ODA LLC |
|
First Lien Secured Debt |
|
L+650 Cash plus 1.00% PIK |
|
5/12/2027 |
|
|
28,631 |
|
|
27,646 |
|
|
27,486 |
|
(4)(14) |
|
|
First Lien Secured Debt - Revolver |
|
L+650 Cash plus 1.00% PIK |
|
5/12/2027 |
|
|
2,500 |
|
|
(58) |
|
|
(100) |
|
(4)(5)(11) |
|
|
|
|
|
|
|
|
|
|
|
|
27,588 |
|
|
27,386 |
|
|
Solera, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polaris Newco, LLC |
|
First Lien Secured Debt |
|
L+400, 0.50% Floor |
|
6/2/2028 |
|
|
49,944 |
|
|
50,010 |
|
|
45,730 |
|
(14) |
Sovos Compliance, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovos Compliance, LLC |
|
First Lien Secured Debt |
|
L+450, 0.50% Floor |
|
8/11/2028 |
|
|
5,187 |
|
|
5,179 |
|
|
4,792 |
|
(14) |
Tibco Software Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TIBCO Software Inc. |
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
9/29/2028 |
|
|
50,000 |
|
|
43,500 |
|
|
44,625 |
|
(17) |
|
|
First Lien Secured Debt |
|
S+450, 0.50% Floor |
|
3/30/2029 |
|
|
28,179 |
|
|
25,672 |
|
|
25,229 |
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
69,172 |
|
|
69,854 |
|
|
Zendesk, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zendesk, Inc. |
|
First Lien Secured Debt |
|
S+650, 0.75% Floor |
|
11/22/2028 |
|
|
207,880 |
|
|
162,616 |
|
|
162,562 |
|
(4)(9)(17) |
|
|
First Lien Secured Debt - Revolver |
|
S+650, 0.75% Floor |
|
11/22/2028 |
|
|
17,120 |
|
|
(336) |
|
|
(342) |
|
(4)(5)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
162,280 |
|
|
162,220 |
|
|
|
|
|
|
Total Software |
|
$ |
721,217 |
|
$ |
703,317 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special Purpose Entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48forty Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine Acquisition Corp II |
|
First Lien Secured Debt |
|
S+550, 1.00% Floor |
|
11/30/2026 |
|
$ |
7,463 |
|
$ |
7,463 |
|
$ |
7,351 |
|
(4)(17) |
|
|
|
|
Total Special Purpose Entity |
|
$ |
7,463 |
|
$ |
7,351 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry/Company |
|
Investment Type |
|
Interest Rate (12) |
|
Maturity Date |
|
Par/Shares (3) |
|
Cost (27) |
|
Fair Value (1)(28) |
|
|
|||
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carvana Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carvana Co. |
|
Unsecured Debt - Corporate Bond |
|
10.25% |
|
5/1/2030 |
|
$ |
56,858 |
|
$ |
51,863 |
|
$ |
26,904 |
|
(8) |
|
|
Unsecured Debt - Corporate Bond |
|
4.88% |
|
9/1/2029 |
|
|
3,300 |
|
|
2,044 |
|
|
1,284 |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
53,907 |
|
|
28,188 |
|
|
Petco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Petco Health and Wellness Company, Inc. |
|
First Lien Secured Debt |
|
S+325, 0.75% Floor |
|
3/3/2028 |
|
|
12,400 |
|
|
12,441 |
|
|
12,052 |
|
(8)(16) |
PetSmart LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PetSmart LLC |
|
First Lien Secured Debt |
|
L+375, 0.75% Floor |
|
2/11/2028 |
|
|
9,875 |
|
|
9,881 |
|
|
9,698 |
|
(8)(14) |
|
|
|
|
Total Specialty Retail |
|
$ |
76,229 |
|
$ |
49,938 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Forterro |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yellow Castle AB |
|
First Lien Secured Debt |
|
E+550, 0.00% Floor |
|
7/9/2029 |
|
€ |
9,802 |
|
$ |
9,728 |
|
$ |
10,177 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
SARON+550, 0.00% Floor |
|
7/9/2029 |
|
₣ |
3,296 |
|
|
3,304 |
|
|
3,457 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
STIBOR+550, 0.00% Floor |
|
7/9/2029 |
|
kr |
34,792 |
|
|
3,226 |
|
|
3,234 |
|
(3)(4)(8) |
|
|
First Lien Secured Debt |
|
E+550, 0.00% Floor |
|
7/7/2029 |
|
€ |
8,445 |
|
|
3,090 |
|
|
3,194 |
|
(3)(4)(8) |
|
|
|
|
Total Technology Hardware, Storage & Peripherals |
|
$ |
19,348 |
|
$ |
20,062 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Textiles, Apparel & Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Claire's Stores, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claire's Stores, Inc. |
|
First Lien Secured Debt |
|
L+650, 0.00% Floor |
|
12/18/2026 |
|
$ |
12,018 |
|
$ |
11,846 |
|
$ |
10,862 |
|
(14) |
Iconix Brand Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBG Borrower LLC |
|
First Lien Secured Debt |
|
S+600, 1.00% Floor |
|
8/22/2029 |
|
|
42,808 |
|
|
41,777 |
|
|
41,952 |
|
(4)(9)(17) |
|
|
|
|
Total Textiles, Apparel & Luxury Goods |
|
$ |
53,623 |
|
$ |
52,814 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Alliance Ground International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
AGI-CFI Holdings, Inc. |
|
First Lien Secured Debt |
|
S+575, 0.75% Floor |
|
6/11/2027 |
|
$ |
9,950 |
|
$ |
9,765 |
|
$ |
9,851 |
|
(4)(17) |
|
|
First Lien Secured Debt |
|
S+550, 0.75% Floor |
|
6/11/2027 |
|
|
7,443 |
|
|
7,443 |
|
|
7,369 |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
17,208 |
|
|
17,220 |
|
|
Swissport |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radar Bidco S.a.r.l. |
|
First Lien Secured Debt |
|
E+725, 0.00% Floor |
|
9/30/2027 |
|
€ |
85,000 |
|
|
80,115 |
|
|
88,714 |
|
(3)(4)(8)(9) |
|
|
|
|
Total Transportation Infrastructure |
|
$ |
97,323 |
|
$ |
105,934 |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments before Cash Equivalents |
|
$ |
4,427,510 |
|
$ |
4,308,892 |
|
(2)(6)(25) |
|||||
State Street Institutional US Government Money Market Fund |
|
|
|
|
|
|
|
4 |
|
|
4 |
|
(7) |
||||
|
|
|
|
Total Investments after Cash Equivalents |
|
$ |
4,427,514 |
|
$ |
4,308,896 |
|
|
|||||
43
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Derivative Instrument |
|
Company Receives |
|
Company Pays |
|
Maturity Date |
|
Notional Amount |
|
Footnote Reference |
|
Interest rate swap (a) |
|
4.02% |
|
3-month SOFR |
|
12/21/2025 |
|
$ |
62,000 |
|
Note 5 |
Interest rate swap (a) |
|
3.97% |
|
3-month SOFR |
|
1/19/2026 |
|
|
38,000 |
|
Note 5 |
Interest rate swap (b) |
|
3.67% |
|
3-month SOFR |
|
12/21/2027 |
|
|
82,000 |
|
Note 5 |
Interest rate swap (b) |
|
3.65% |
|
3-month SOFR |
|
1/19/2028 |
|
|
18,000 |
|
Note 5 |
Derivative Instrument |
|
|
Settlement Date |
|
Notional amount to be purchased |
|
Notional amount to be sold |
|
|
Footnote Reference |
||
Foreign currency forward contract |
|
|
3/15/2023 |
|
$ |
3,440 |
|
₣ |
3,160 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
3/15/2023 |
|
|
1,903 |
|
€ |
1,790 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
3/31/2023 |
|
|
10,562 |
|
€ |
9,820 |
|
|
Note 5 |
Foreign currency forward contract |
|
|
3/15/2023 |
|
|
14,813 |
|
£ |
12,010 |
|
|
Note 5 |
44
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Name of Issuer |
Total revolving and delayed draw loan commitments |
|
Less: funded commitments |
|
Total unfunded commitments |
|
Less: commitments substantially at discretion of the Company |
|
Less: unavailable commitments due to borrowing base or other covenant restrictions |
|
Total net adjusted unfunded revolving and delayed draw commitments |
||||||
Accelerate360 Holdings, LLC |
$ |
26,908 |
|
$ |
(15,696) |
|
$ |
11,212 |
|
$ |
— |
|
$ |
— |
|
$ |
11,212 |
Advarra Holdings, Inc. |
|
16,576 |
|
|
— |
|
|
16,576 |
|
|
— |
|
|
— |
|
|
16,576 |
Alera Group, Inc. |
|
11,733 |
|
|
— |
|
|
11,733 |
|
|
— |
|
|
— |
|
|
11,733 |
Anaplan, Inc. |
|
9,073 |
|
|
— |
|
|
9,073 |
|
|
— |
|
|
— |
|
|
9,073 |
Armstrong Bidco Limited* |
|
3,898 |
|
|
— |
|
|
3,898 |
|
|
— |
|
|
— |
|
|
3,898 |
Athenahealth Group Inc. |
|
5,516 |
|
|
— |
|
|
5,516 |
|
|
— |
|
|
— |
|
|
5,516 |
Avalara, Inc. |
|
13,636 |
|
|
— |
|
|
13,636 |
|
|
— |
|
|
— |
|
|
13,636 |
AxiomSL Group, Inc. |
|
2,000 |
|
|
— |
|
|
2,000 |
|
|
— |
|
|
— |
|
|
2,000 |
CI (Quercus) Intermediate Holdings, LLC |
|
3,705 |
|
|
— |
|
|
3,705 |
|
|
— |
|
|
— |
|
|
3,705 |
CNSI Holdings, LLC |
|
4,000 |
|
|
— |
|
|
4,000 |
|
|
— |
|
|
— |
|
|
4,000 |
CPI Buyer, LLC |
|
11,411 |
|
|
— |
|
|
11,411 |
|
|
— |
|
|
— |
|
|
11,411 |
Coretrust Purchasing Group LLC (HPG Enterprises LLC) |
|
9,474 |
|
|
— |
|
|
9,474 |
|
|
— |
|
|
— |
|
|
9,474 |
ERC Topco Holdings, LLC |
|
8,148 |
|
|
(1,970) |
|
|
6,178 |
|
|
— |
|
|
4,953 |
|
|
1,225 |
Gateway US Holdings, Inc. |
|
6,783 |
|
|
(1,446) |
|
|
5,337 |
|
|
— |
|
|
3,600 |
|
|
1,737 |
Heat Makes Sense Shared Services, LLC |
|
1,617 |
|
|
(323) |
|
|
1,293 |
|
|
— |
|
|
— |
|
|
1,293 |
Hyperion Refinance Sarl |
|
72,983 |
|
|
— |
|
|
72,983 |
|
|
— |
|
|
— |
|
|
72,983 |
IQN Holding Corp. |
|
17,001 |
|
|
— |
|
|
17,001 |
|
|
— |
|
|
— |
|
|
17,001 |
Investment Company 24 Bidco Limited* |
|
1,474 |
|
|
— |
|
|
1,474 |
|
|
— |
|
|
— |
|
|
1,474 |
Jazz AH Holdco, LLC |
|
2,800 |
|
|
(300) |
|
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
Mount Olympus Bidco Limited |
|
831 |
|
|
— |
|
|
831 |
|
|
— |
|
|
— |
|
|
831 |
PARS Group LLC |
|
952 |
|
|
— |
|
|
952 |
|
|
— |
|
|
— |
|
|
952 |
PPL Acquisition LLC |
|
1,000 |
|
|
— |
|
|
1,000 |
|
|
— |
|
|
— |
|
|
1,000 |
Patriot Growth Insurance Services, LLC |
|
2,311 |
|
|
— |
|
|
2,311 |
|
|
— |
|
|
— |
|
|
2,311 |
Ping Identity Holding Corp. |
|
2,273 |
|
|
— |
|
|
2,273 |
|
|
— |
|
|
— |
|
|
2,273 |
RSC Acquisition Inc |
|
19,085 |
|
|
— |
|
|
19,085 |
|
|
— |
|
|
— |
|
|
19,085 |
Relativity ODA LLC |
|
2,500 |
|
|
— |
|
|
2,500 |
|
|
— |
|
|
— |
|
|
2,500 |
Roaring Fork III-B, LLC |
|
21,871 |
|
|
— |
|
|
21,871 |
|
|
— |
|
|
— |
|
|
21,871 |
45
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Name of Issuer |
Total revolving and delayed draw loan commitments |
|
Less: funded commitments |
|
Total unfunded commitments |
|
Less: commitments substantially at discretion of the Company |
|
Less: unavailable commitments due to borrowing base or other covenant restrictions |
|
Total net adjusted unfunded revolving and delayed draw commitments |
||||||
TZ Buyer LLC |
|
2,374 |
|
|
— |
|
|
2,374 |
|
|
— |
|
|
— |
|
|
2,374 |
Treace Medical Concepts, Inc. |
|
11,708 |
|
|
— |
|
|
11,708 |
|
|
— |
|
|
5,833 |
|
|
5,875 |
Trench Plate Rental Co. |
|
4,545 |
|
|
(200) |
|
|
4,345 |
|
|
— |
|
|
— |
|
|
4,345 |
Ultimate Baked Goods Midco LLC |
|
1,016 |
|
|
(1,205) |
|
|
(188) |
|
|
— |
|
|
— |
|
|
(188) |
Yellow Castle AB* |
|
5,574 |
|
|
(267) |
|
|
5,308 |
|
|
— |
|
|
— |
|
|
5,308 |
Zendesk, Inc. |
|
58,696 |
|
|
— |
|
|
58,696 |
|
|
— |
|
|
— |
|
|
58,696 |
Total |
$ |
363,472 |
|
$ |
(21,407) |
|
$ |
342,064 |
|
$ |
— |
|
$ |
14,386 |
|
$ |
327,678 |
* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2022 exchange rate.
Industry |
|
|
First Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|||||
Aerospace & Defense |
|
|
$ |
11,620 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
11,620 |
Asset Backed Securities |
|
|
|
27,721 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,721 |
Auto Components |
|
|
|
55,682 |
|
|
— |
|
|
— |
|
|
— |
|
|
55,682 |
Biotechnology |
|
|
|
37,036 |
|
|
— |
|
|
— |
|
|
— |
|
|
37,036 |
Building Products |
|
|
|
114,407 |
|
|
— |
|
|
— |
|
|
— |
|
|
114,407 |
Capital Markets |
|
|
|
43,661 |
|
|
— |
|
|
— |
|
|
— |
|
|
43,661 |
Chemicals |
|
|
|
65,513 |
|
|
— |
|
|
— |
|
|
— |
|
|
65,513 |
Commercial Services & Supplies |
|
|
|
446,839 |
|
|
— |
|
|
100 |
|
|
50 |
|
|
446,989 |
Communications Equipment |
|
|
|
66,668 |
|
|
— |
|
|
— |
|
|
— |
|
|
66,668 |
Construction & Engineering |
|
|
|
45,720 |
|
|
— |
|
|
— |
|
|
50 |
|
|
45,770 |
Consumer Finance |
|
|
|
25,231 |
|
|
— |
|
|
— |
|
|
— |
|
|
25,231 |
Containers & Packaging |
|
|
|
78,041 |
|
|
— |
|
|
— |
|
|
— |
|
|
78,041 |
Diversified Consumer Services |
|
|
|
71,812 |
|
|
— |
|
|
— |
|
|
— |
|
|
71,812 |
Diversified Financial Services |
|
|
|
72,109 |
|
|
— |
|
|
— |
|
|
— |
|
|
72,109 |
Diversified Telecommunication Services |
|
|
|
4,015 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,015 |
Electric Utilities |
|
|
|
29,152 |
|
|
— |
|
|
— |
|
|
— |
|
|
29,152 |
Electrical Equipment |
|
|
|
33,342 |
|
|
— |
|
|
— |
|
|
— |
|
|
33,342 |
Entertainment |
|
|
|
90,636 |
|
|
— |
|
|
— |
|
|
— |
|
|
90,636 |
Equity Real Estate Investment Trusts (REITs) |
|
|
|
7,444 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,444 |
Financing |
|
|
|
7,443 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,443 |
Food & Staples Retailing |
|
|
|
8,288 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,288 |
Food Products |
|
|
|
11,018 |
|
|
— |
|
|
— |
|
|
— |
|
|
11,018 |
Health Care Equipment & Supplies |
|
|
|
14,319 |
|
|
— |
|
|
— |
|
|
— |
|
|
14,319 |
Health Care Providers & Services |
|
|
|
559,058 |
|
|
— |
|
|
— |
|
|
— |
|
|
559,058 |
Health Care Technology |
|
|
|
80,954 |
|
|
— |
|
|
— |
|
|
— |
|
|
80,954 |
Hotels, Restaurants & Leisure |
|
|
|
27,149 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,149 |
Household Durables |
|
|
|
9,739 |
|
|
— |
|
|
— |
|
|
50 |
|
|
9,789 |
Household Products |
|
|
|
31,638 |
|
|
— |
|
|
— |
|
|
— |
|
|
31,638 |
Insurance |
|
|
|
139,715 |
|
|
— |
|
|
— |
|
|
— |
|
|
139,715 |
Internet & Direct Marketing Retail |
|
|
|
131,145 |
|
|
— |
|
|
— |
|
|
— |
|
|
131,145 |
IT Services |
|
|
|
234,946 |
|
|
— |
|
|
— |
|
|
— |
|
|
234,946 |
Machinery |
|
|
|
64,187 |
|
|
5,973 |
|
|
— |
|
|
— |
|
|
70,160 |
Media |
|
|
|
270,184 |
|
|
9,396 |
|
|
— |
|
|
— |
|
|
279,580 |
Paper & Forest Products |
|
|
|
22,448 |
|
|
— |
|
|
— |
|
|
— |
|
|
22,448 |
Personal Products |
|
|
|
257,019 |
|
|
— |
|
|
— |
|
|
50 |
|
|
257,069 |
Pharmaceuticals |
|
|
|
93,331 |
|
|
— |
|
|
— |
|
|
— |
|
|
93,331 |
Professional Services |
|
|
|
27,323 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,323 |
46
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|||||
Real Estate Management & Development |
|
|
|
109,479 |
|
|
— |
|
|
— |
|
|
— |
|
|
109,479 |
Road & Rail |
|
|
|
10,606 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,606 |
Software |
|
|
|
721,217 |
|
|
— |
|
|
— |
|
|
— |
|
|
721,217 |
Special Purpose Entity |
|
|
|
7,463 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,463 |
Specialty Retail |
|
|
|
22,322 |
|
|
53,907 |
|
|
— |
|
|
— |
|
|
76,229 |
Technology Hardware, Storage & Peripherals |
|
|
|
19,348 |
|
|
— |
|
|
— |
|
|
— |
|
|
19,348 |
Textiles, Apparel & Luxury Goods |
|
|
|
53,623 |
|
|
— |
|
|
— |
|
|
— |
|
|
53,623 |
Transportation Infrastructure |
|
|
|
97,323 |
|
|
— |
|
|
— |
|
|
— |
|
|
97,323 |
Total |
|
|
$ |
4,357,934 |
|
$ |
69,276 |
|
$ |
100 |
|
$ |
200 |
|
$ |
4,427,510 |
47
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|
% of Net Assets |
|||||
Aerospace & Defense |
|
|
$ |
11,474 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
11,474 |
|
0.5% |
Asset Backed Securities |
|
|
|
27,204 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,204 |
|
1.3% |
Auto Components |
|
|
|
51,033 |
|
|
— |
|
|
— |
|
|
— |
|
|
51,033 |
|
2.4% |
Biotechnology |
|
|
|
36,546 |
|
|
— |
|
|
— |
|
|
— |
|
|
36,546 |
|
1.7% |
Building Products |
|
|
|
106,570 |
|
|
— |
|
|
— |
|
|
— |
|
|
106,570 |
|
4.9% |
Capital Markets |
|
|
|
41,197 |
|
|
— |
|
|
— |
|
|
— |
|
|
41,197 |
|
1.9% |
Chemicals |
|
|
|
62,324 |
|
|
— |
|
|
— |
|
|
— |
|
|
62,324 |
|
2.9% |
Commercial Services & Supplies |
|
|
|
437,169 |
|
|
— |
|
|
56 |
|
|
50 |
|
|
437,275 |
|
20.3% |
Communications Equipment |
|
|
|
59,907 |
|
|
— |
|
|
— |
|
|
— |
|
|
59,907 |
|
2.8% |
Construction & Engineering |
|
|
|
45,685 |
|
|
— |
|
|
— |
|
|
51 |
|
|
45,736 |
|
2.1% |
Consumer Finance |
|
|
|
24,906 |
|
|
— |
|
|
— |
|
|
— |
|
|
24,906 |
|
1.2% |
Containers & Packaging |
|
|
|
75,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
75,423 |
|
3.5% |
Diversified Consumer Services |
|
|
|
72,077 |
|
|
— |
|
|
— |
|
|
— |
|
|
72,077 |
|
3.3% |
Diversified Financial Services |
|
|
|
72,267 |
|
|
— |
|
|
— |
|
|
— |
|
|
72,267 |
|
3.4% |
Diversified Telecommunication Services |
|
|
|
3,441 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,441 |
|
0.2% |
Electric Utilities |
|
|
|
29,178 |
|
|
— |
|
|
— |
|
|
— |
|
|
29,178 |
|
1.4% |
Electrical Equipment |
|
|
|
32,895 |
|
|
— |
|
|
— |
|
|
— |
|
|
32,895 |
|
1.5% |
Entertainment |
|
|
|
91,439 |
|
|
— |
|
|
— |
|
|
— |
|
|
91,439 |
|
4.2% |
Equity Real Estate Investment Trusts (REITs) |
|
|
|
7,332 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,332 |
|
0.3% |
Financing |
|
|
|
7,369 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,369 |
|
0.3% |
Food & Staples Retailing |
|
|
|
8,251 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,251 |
|
0.4% |
Food Products |
|
|
|
10,853 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,853 |
|
0.5% |
Health Care Equipment & Supplies |
|
|
|
13,525 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,525 |
|
0.6% |
Health Care Providers & Services |
|
|
|
548,769 |
|
|
— |
|
|
— |
|
|
— |
|
|
548,769 |
|
25.5% |
Health Care Technology |
|
|
|
77,607 |
|
|
— |
|
|
— |
|
|
— |
|
|
77,607 |
|
3.6% |
Hotels, Restaurants & Leisure |
|
|
|
26,211 |
|
|
— |
|
|
— |
|
|
— |
|
|
26,211 |
|
1.2% |
Household Durables |
|
|
|
9,727 |
|
|
— |
|
|
— |
|
|
54 |
|
|
9,781 |
|
0.5% |
Household Products |
|
|
|
28,225 |
|
|
— |
|
|
— |
|
|
— |
|
|
28,225 |
|
1.3% |
Insurance |
|
|
|
136,745 |
|
|
— |
|
|
— |
|
|
— |
|
|
136,745 |
|
6.3% |
Internet & Direct Marketing Retail |
|
|
|
131,996 |
|
|
— |
|
|
— |
|
|
— |
|
|
131,996 |
|
6.1% |
IT Services |
|
|
|
232,210 |
|
|
— |
|
|
— |
|
|
— |
|
|
232,210 |
|
10.8% |
Machinery |
|
|
|
63,045 |
|
|
4,941 |
|
|
— |
|
|
— |
|
|
67,986 |
|
3.2% |
Media |
|
|
|
263,111 |
|
|
8,536 |
|
|
— |
|
|
— |
|
|
271,647 |
|
12.6% |
Paper & Forest Products |
|
|
|
21,561 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,561 |
|
1.0% |
Personal Products |
|
|
|
258,299 |
|
|
— |
|
|
— |
|
|
50 |
|
|
258,349 |
|
12.0% |
Pharmaceuticals |
|
|
|
85,327 |
|
|
— |
|
|
— |
|
|
— |
|
|
85,327 |
|
4.0% |
Professional Services |
|
|
|
25,549 |
|
|
— |
|
|
— |
|
|
— |
|
|
25,549 |
|
1.2% |
48
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry |
|
|
First Lien - Secured Debt |
|
Unsecured Debt |
|
Preferred Equity |
|
Common Equity |
|
Total |
|
% of Net Assets |
|||||
Real Estate Management & Development |
|
|
$ |
109,264 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
109,264 |
|
5.1% |
Road & Rail |
|
|
|
10,027 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,027 |
|
0.5% |
Software |
|
|
|
703,317 |
|
|
— |
|
|
— |
|
|
— |
|
|
703,317 |
|
32.6% |
Special Purpose Entity |
|
|
|
7,351 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,351 |
|
0.3% |
Specialty Retail |
|
|
|
21,750 |
|
|
28,188 |
|
|
— |
|
|
— |
|
|
49,938 |
|
2.3% |
Technology Hardware, Storage & Peripherals |
|
|
|
20,062 |
|
|
— |
|
|
— |
|
|
— |
|
|
20,062 |
|
0.9% |
Textiles, Apparel & Luxury Goods |
|
|
|
52,814 |
|
|
— |
|
|
— |
|
|
— |
|
|
52,814 |
|
2.5% |
Transportation Infrastructure |
|
|
|
105,934 |
|
|
— |
|
|
— |
|
|
— |
|
|
105,934 |
|
4.9% |
Total |
|
|
$ |
4,266,966 |
|
$ |
41,665 |
|
$ |
56 |
|
$ |
205 |
|
$ |
4,308,892 |
|
200.0% |
% of Net Assets |
|
|
|
198.0% |
|
|
1.9% |
|
|
0.0% |
|
|
0.0% |
|
|
200.0% |
|
|
49
APOLLO DEBT SOLUTIONS BDC
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2022
(In thousands, except share data)
Industry Classification |
Percentage of Total |
Software |
16.3% |
Health Care Providers & Services |
12.7% |
Commercial Services & Supplies |
10.1% |
Media |
6.3% |
Personal Products |
6.0% |
IT Services |
5.4% |
Insurance |
3.1% |
Internet & Direct Marketing Retail |
3.0% |
Real Estate Management & Development |
2.5% |
Building Products |
2.5% |
Transportation Infrastructure |
2.5% |
Entertainment |
2.1% |
Pharmaceuticals |
2.0% |
Health Care Technology |
1.8% |
Containers & Packaging |
1.7% |
Diversified Financial Services |
1.7% |
Diversified Consumer Services |
1.7% |
Machinery |
1.6% |
Chemicals |
1.4% |
Communications Equipment |
1.4% |
Textiles, Apparel & Luxury Goods |
1.2% |
Auto Components |
1.2% |
Specialty Retail |
1.2% |
Construction & Engineering |
1.1% |
Capital Markets |
1.0% |
Biotechnology |
0.8% |
Electrical Equipment |
0.8% |
Electric Utilities |
0.7% |
Household Products |
0.7% |
Asset Backed Securities |
0.6% |
Hotels, Restaurants & Leisure |
0.6% |
Professional Services |
0.6% |
Consumer Finance |
0.6% |
Paper & Forest Products |
0.5% |
Technology Hardware, Storage & Peripherals |
0.5% |
Health Care Equipment & Supplies |
0.3% |
Aerospace & Defense |
0.3% |
Food Products |
0.2% |
Road & Rail |
0.2% |
Household Durables |
0.2% |
Food & Staples Retailing |
0.2% |
Financing |
0.2% |
Special Purpose Entity |
0.2% |
Equity Real Estate Investment Trusts (REITs) |
0.2% |
Diversified Telecommunication Services |
0.1% |
|
100.0% |
Geographic Region |
|
December 31, 2022 |
United States |
|
83.2% |
Europe |
|
10.3% |
United Kingdom |
|
3.0% |
Australia |
|
2.7% |
Canada |
|
0.8% |
50
APOLLO DEBT SOLUTIONS BDC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Note 1. Organization
Apollo Debt Solutions BDC (the “Company,” “ADS,” “we,” “us,” or “our”), a Delaware statutory trust formed on December 4, 2020, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). The Company has elected to be treated for federal income tax purposes as a regulated investment company (“RIC”), and intends to qualify annually thereafter, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Apollo Credit Management, LLC (the “Adviser”) is our investment adviser and is an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Adviser, subject to the overall supervision of our Board of Trustees, manages the day-to-day operations of the Company and provides investment advisory services to the Company.
Apollo Credit Management, LLC, as our administrator (the “Administrator”), provides, among other things, administrative services and facilities to the Company. Furthermore, the Administrator will offer to provide, on our behalf, managerial assistance to those portfolio companies to which we are required to provide such assistance.
Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company seeks to invest primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by large private U.S. borrowers, which ADS generally defines as companies with more than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. While most of the Company’s investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. The investment portfolio may also include other interests such as corporate bonds, common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.
Note 2. Significant Accounting Policies
The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on Form 10-Q, ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.
Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. All intercompany balances and transactions have been eliminated.
These financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies and any other parameters used in determining these estimates could cause actual results to differ materially.
Consolidation
As provided under Regulation S-X and ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.
As of September 30, 2023, the Company's consolidated subsidiaries were Cardinal Funding LLC, Mallard Funding LLC, Grouse Funding LLC, ADS Titan SPV LLC, ADS Albatross SPV LLC, ADS Mantle SPV LLC, ADS Zorro SPV LLC, ADS Germantown SPV LLC, ADS Newark SPV LLC, ADS Opera SPV LLC and ADS Lemon SPV LLC.
51
Cash and Cash Equivalents
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity, that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.
Cash and cash equivalents are carried at cost, which approximates fair value. Cash and cash equivalents held as of September 30, 2023 was $322,938. Cash and cash equivalents held as of December 31, 2022 was $47,322.
Investments Transactions
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.
Fair Value Measurements
The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.
Investment Valuation Process
The Board of Trustees has designated the Adviser as its "valuation designee" pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Company's Board of Trustees. Even though the Company's Board of Trustees designated the Company's Adviser as "valuation designee," the Company's Board of Trustees continues to be responsible for overseeing the processes for determining fair valuation.
52
In calculating the value of our total assets, we value investments for which market quotations are readily available at such market quotations if they are deemed to represent fair value. Debt and equity securities that are not publicly traded or whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by or under the direction of the Adviser. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.
If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.
With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:
Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. During the three months ended September 30, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.
Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements.
Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, interest rate, foreign currency and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.
53
Interest Rate Swaps
The Company uses interest rate swaps to hedge some or all of the Company's fixed rate debt. The Company has designated each interest rate swap held as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in other assets on the Company's Consolidated Statements of Assets and Liabilities.
Offsetting Assets and Liabilities
The Company has elected to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a net basis in the Consolidated Statements of Assets and Liabilities when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.
Valuation of Other Financial Assets and Financial Liabilities
ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost adjusted for fair value fluctuations of interest rate swaps in qualifying hedge accounting relationships (see Notes 5 and 6 to the consolidated financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.
Realized Gains or Losses
Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.
Investment Income Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
PIK Income
The Company may have loans in its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Company’s Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.
Dividend Income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Fee Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.
54
Non-Accrual Income
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Expenses
Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, trustees’ fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.
Organization Expenses
Costs associated with the organization of the Company were expensed as incurred. These expenses consisted primarily of legal fees and other costs of organizing the Company.
Offering Expenses
Costs associated with the offering of the Company’s shares are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous offering.
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Debt issuance costs related to any issuance of installment debt or notes are presented net against the outstanding debt balance of the related security.
Foreign Currency Translations
The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.
Distributions
Distributions to common shareholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board of Trustees and will depend on the Company's earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and servicing fees, if any.
Share Repurchases
In connection with the Company’s share repurchase programs, the cost of shares repurchased is charged to net assets on the trade date.
55
Federal and State Income Taxes
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file Form 1099s for the tax year ending December 31, 2023. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gain net income for the 1-year period ending on October 31 of such calendar year, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the consolidated financial statements. As of September 30, 2023, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.
56
Note 3. Agreements and Related Party Transactions
Investment Advisory Agreement
On July 22, 2021, the Company entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.
The Advisory Agreement is effective for an initial two-year term and thereafter will continue for successive annual periods provided that such continuance is specifically approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations. On July 20, 2023, the Advisory Agreement was renewed and continued for an additional one-year period ending on July 22, 2024.
The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2022.
Base Management Fee
The base management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. For the first calendar month in which the Company had operations, net assets was measured as the beginning net assets as of the date on which the Company broke escrow for the initial offering. The Adviser agreed to waive the management fee and incentive fee based on income through July 7, 2022.
Incentive Fee
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.
A. Incentive Fee based on Income
The portion based on our income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that are received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the base management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution and/or shareholder servicing fees).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).
57
The Company pays its Adviser an income based incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. The Adviser agreed to waive the incentive fee based on income through July 7, 2022.
B. Incentive Fee based on Cumulative Net Realized Gains
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year. Fees are computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.
For the three and nine months ended September 30, 2023, the Company recognized $9,543 and $24,693 respectively, of management fees, and $11,529 and $30,117, respectively, of incentive fees before impact of waived fees. For the three and nine months ended September 30, 2023, no management fees and incentive fees were waived.
For the three and nine months ended September 30, 2022, the Company recognized $5,979 and $14,209 respectively, of management fees, and $5,884 and $10,625, respectively, of incentive fees before impact of waived fees. For the three and nine months ended September 30, 2022, $366 and $8,596 respectively, of management fees, were waived and $386 and $5,127, of incentive fees, were waived.
As of September 30, 2023 and December 31, 2022, management and performance-based incentive fees payable were $14,901 and $10,451.
Fees From Affiliates
From time-to-time various affiliates of Adviser are involved in transactions whereby certain fees, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution” services) are earned and rebated back to the funds. For the three and nine months ended September 30, 2023 the Company received $991 and $1,459 in fee rebates from affiliates related to Capital Solution services. For the three and nine months ended September 30, 2022 the Company received $2,355 and $5,768 in fee rebates from affiliates related to Capital Solution services.
Administration Agreement
On July 22, 2021, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value (“NAV”), compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the Securities and Exchange Commission (the “SEC”), preparing materials and coordinating meetings of the Company’s Board of Trustees, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of AGM or any of its affiliates, subject to the limitations described in Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.
Sub-Administration Agreement
On January 6, 2022, the Administrator entered into a sub-administration agreement (the “Sub-Administration Agreement”) with State Street Bank and Trust Company. The sub-administrator will receive compensation for its sub-administrative services under the Sub-Administration Agreement.
58
Intermediary Manager Agreement
On November 10, 2021, the Company entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with Apollo Global Securities, LLC. (the “Intermediary Manager”), an affiliate of the Adviser, which is a broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. (“FINRA”). Under the terms of the Intermediary Manager Agreement, the Intermediary Manager will serve as the intermediary manager for the Company’s public offering of its common shares. The Intermediary Manager will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Intermediary Manager will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees will be paid with respect to Class I. The distribution and/or shareholder servicing fees will be payable to the Intermediary Manager, but the Intermediary Manager anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers.
The Company will cease paying the distribution and/or shareholder servicing fees on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of our offering on which, in the aggregate, underwriting compensation from all sources in connection with the offering, including the distribution and/or shareholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from the primary offering. In addition, the Company will cease paying the distribution and/or shareholder servicing fees on any Class S share and Class D share in a shareholder’s account at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total brokerage commissions and distribution and/or shareholder servicing fees paid with respect to any such share held by such shareholder within such account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share. At the end of such month, each such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share.
The Intermediary Manager is a broker-dealer registered with the SEC is a member of FINRA.
The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Intermediary Manager Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.
Distribution and Servicing Plan
On July 22, 2021, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). On November 14, 2022, the Board approved amending the Distribution and Servicing Plan to update the effective date to October 29, 2021, the Registration Statement effective date. The following table shows the shareholder servicing and/or distribution fees the Company will pay the Intermediary Manager with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class. No shareholder servicing and/or distribution fees will be paid with respect to Class I. The shareholder servicing and/or distribution monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.
Subject to FINRA and other limitations on underwriting compensation, the Company will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month.
|
|
Shareholder Servicing and/or Distribution |
Class S shares |
|
0.85% |
Class D shares |
|
0.25% |
Class I shares |
|
0.00% |
The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation.
For the three and nine months ended September 30, 2023, the Company accrued distribution and shareholder servicing fees of $1,105 and $2,462, which were attributable to Class S shares, respectively. For the three and nine months ended September 30, 2023, the Company accrued distribution and shareholder servicing fees of $1 and $3, which were attributable to Class D shares, respectively.
59
For the three and nine months ended September 30, 2022, the Company accrued distribution and shareholder servicing fees of $390 and $664, which were attributable to Class S shares, respectively. For the three and nine months ended September 30, 2022. the Company accrued distribution and shareholder servicing fees of $1 and $1, which were attributable to Class D shares, respectively.
The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/or distribution fees charged. The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. All or a portion of the shareholder servicing and/or distribution fee may be used to pay for sub-transfer agency, sub-accounting and certain other administrative services that are not required to be paid pursuant to the shareholder servicing and/or distribution fees under FINRA rules. The Company also may pay for these sub-transfer agency, sub- accounting and certain other administrative services outside of the shareholder servicing and/or distribution fees and its Distribution and Servicing Plan. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
Expense Support and Conditional Reimbursement Agreement
The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).
No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.
The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.
60
The following table presents a summary of all expenses supported, and recouped, by the Adviser:
For the Month Ended |
|
Amount of Expense Support |
|
Recoupment of Expense Support |
|
Unreimbursed Expense Support |
|
Reimbursement Eligibility Expiration |
|
Effective Rate of Distribution per Share |
|
Operating Expense Ratio |
|||
January 31, 2022 |
|
$ |
1,677 |
|
$ |
1,677 |
|
$ |
— |
|
January 31, 2025 |
|
5.12% |
|
1.36% |
February 28, 2022 |
|
|
867 |
|
|
867 |
|
|
— |
|
February 28, 2025 |
|
7.42% |
|
0.86% |
March 31, 2022 |
|
|
111 |
|
|
111 |
|
|
— |
|
March 31, 2025 |
|
6.71% |
|
0.68% |
April 30, 2022 |
|
|
1,778 |
|
|
1,778 |
|
|
— |
|
April 30, 2025 |
|
6.96% |
|
0.60% |
|
|
$ |
4,433 |
|
$ |
4,433 |
|
$ |
— |
|
|
|
|
|
|
For the three and nine months ended September 30, 2023, the Company did not accrue Expense Support amounts. For the three and nine months ended September 30, 2022, the Company accrued Expense Support amounting to $0 and $4,433, respectively.
For the three and nine months ended September 30, 2023, Reimbursement Payments were paid to the Adviser in the amount of $1,494 and $4,433, respectively. For the three and nine months ended September 30, 2022, there was no Reimbursement Payments made to the Adviser.
Co-Investment Activity
We may co-invest on a concurrent basis with affiliates of ours, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our shareholders and is consistent with our Board of Trustees’ approved criteria. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.
As of September 30, 2023, the Company’s co-investment holdings were 53.2% of the portfolio or $2,813,904, measured at fair value. On a cost basis, 52.7% of the portfolio or $2,795,926 were co-investments. As of December 31, 2022, the Company’s co-investment holdings were 39.1% of the portfolio or $1,682,724, measured at fair value. On a cost basis, 37.8% of the portfolio or $1,672,524 were co-investments.
Escrow Agreement
On October 14, 2021, the Company entered into an escrow agreement (the “Escrow Agreement”) with UMB Bank, N.A. The Company received purchase orders and held investors’ funds in an interest-bearing escrow account until it received purchase orders for at least $100 million (excluding any shares purchased by the Adviser, its affiliates and the Company’s trustees and officers but including any shares purchased in any rings), and the Board authorized the release of the escrowed purchase order proceeds to the Company, which occurred on January 7, 2022. The Company continues to engage UMB Bank, N.A. for monthly subscription proceeds received as part of the public offering of the Company’s shares.
61
Note 4. Investments
Fair Value Measurement and Disclosures
The following table shows the composition of our investments as of September 30, 2023, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
|
|
|
|
|
|
|
|
Fair Value Hierarchy |
|||||||
|
|
Cost |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|||||
First Lien Secured Debt |
|
$ |
5,247,771 |
|
$ |
5,241,795 |
|
$ |
— |
|
$ |
1,413,988 |
|
$ |
3,827,807 |
Second Lien Secured Debt |
|
|
39,544 |
|
|
30,716 |
|
|
— |
|
|
— |
|
|
30,716 |
Unsecured Debt |
|
|
15,460 |
|
|
14,206 |
|
|
— |
|
|
14,206 |
|
|
— |
Common Equity/Interests |
|
|
390 |
|
|
480 |
|
|
— |
|
|
— |
|
|
480 |
Preferred Equity |
|
|
100 |
|
|
35 |
|
|
— |
|
|
— |
|
|
35 |
Total Investments before Cash Equivalents |
|
$ |
5,303,265 |
|
$ |
5,287,232 |
|
$ |
— |
|
$ |
1,428,194 |
|
$ |
3,859,038 |
Money Market Fund |
|
$ |
240,002 |
|
$ |
240,002 |
|
$ |
240,002 |
|
$ |
— |
|
$ |
— |
Total Cash Equivalents |
|
$ |
240,002 |
|
$ |
240,002 |
|
$ |
240,002 |
|
$ |
— |
|
$ |
— |
Total Investments after Cash Equivalents |
|
$ |
5,543,267 |
|
$ |
5,527,234 |
|
$ |
240,002 |
|
$ |
1,428,194 |
|
$ |
3,859,038 |
Interest rate swaps |
|
$ |
— |
|
$ |
(13,621) |
|
$ |
— |
|
$ |
(13,621) |
|
$ |
— |
Foreign currency forward transactions |
|
|
— |
|
|
1,072 |
|
|
— |
|
|
1,072 |
|
|
— |
Total Assets and Liabilities at Fair Value |
|
$ |
5,543,267 |
|
$ |
5,514,685 |
|
$ |
240,002 |
|
$ |
1,415,645 |
|
$ |
3,859,038 |
The following table shows the composition of our investments as of December 31, 2022, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy |
||||||
|
|
Cost |
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|||||
First Lien Secured Debt |
|
$ |
4,357,934 |
|
$ |
4,266,966 |
|
$ |
— |
|
$ |
1,436,996 |
|
$ |
2,829,970 |
Unsecured Debt |
|
|
69,276 |
|
|
41,665 |
|
|
— |
|
|
41,665 |
|
|
— |
Common Equity/Interests |
|
|
200 |
|
|
205 |
|
|
— |
|
|
— |
|
|
205 |
Preferred Equity |
|
|
100 |
|
|
56 |
|
|
— |
|
|
— |
|
|
56 |
Total Investments before Cash Equivalents |
|
$ |
4,427,510 |
|
$ |
4,308,892 |
|
$ |
— |
|
$ |
1,478,661 |
|
$ |
2,830,231 |
Money Market Fund |
|
$ |
4 |
|
$ |
4 |
|
$ |
4 |
|
$ |
— |
|
$ |
— |
Total Cash Equivalents |
|
$ |
4 |
|
$ |
4 |
|
$ |
4 |
|
$ |
— |
|
$ |
— |
Total Investments after Cash Equivalents |
|
$ |
4,427,514 |
|
$ |
4,308,896 |
|
$ |
4 |
|
$ |
1,478,661 |
|
$ |
2,830,231 |
Interest rate swaps |
|
$ |
— |
|
$ |
(460) |
|
$ |
— |
|
$ |
(460) |
|
$ |
— |
Foreign currency forward transactions |
|
|
— |
|
|
249 |
|
|
— |
|
|
249 |
|
|
— |
Total Assets and Liabilities at Fair Value |
|
$ |
4,427,514 |
|
$ |
4,308,685 |
|
$ |
4 |
|
$ |
1,478,450 |
|
$ |
2,830,231 |
62
The following tables show changes in the fair value of our Level 3 investments during the three and nine months ended September 30, 2023:
|
|
Three Months Ended September 30, 2023 |
||||||||||||||||
|
|
First Lien |
|
Second Lien |
|
Unsecured |
|
Common Equity/Interests |
|
Preferred Equity |
|
Total |
||||||
Fair value as of June 30, 2023 |
|
$ |
3,268,563 |
|
$ |
32,528 |
|
$ |
— |
|
$ |
225 |
|
$ |
26 |
|
$ |
3,301,342 |
Net realized gains (losses) |
|
|
234 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
234 |
Net change in unrealized gains (losses) |
|
|
(9,764) |
|
|
(1,744) |
|
|
— |
|
|
65 |
|
|
9 |
|
|
(11,434) |
Net amortization on investments |
|
|
2,828 |
|
|
(68) |
|
|
— |
|
|
— |
|
|
— |
|
|
2,760 |
Purchases, including capitalized PIK (3) |
|
|
666,970 |
|
|
— |
|
|
— |
|
|
190 |
|
|
— |
|
|
667,160 |
Sales (3) |
|
|
(101,024) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(101,024) |
Transfers out of Level 3 (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Transfers into Level 3 (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Fair value as of September 30, 2023 |
|
$ |
3,827,807 |
|
$ |
30,716 |
|
$ |
— |
|
$ |
480 |
|
$ |
35 |
|
$ |
3,859,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2023 |
|
$ |
(3,404) |
|
$ |
(1,744) |
|
$ |
— |
|
$ |
51 |
|
$ |
— |
|
$ |
(5,097) |
|
|
Nine Months Ended September 30, 2023 |
||||||||||||||||
|
|
First Lien |
|
Second Lien |
|
Unsecured |
|
Common Equity/Interests |
|
Preferred Equity |
|
Total |
||||||
Fair value as of December 31, 2022 |
|
$ |
2,829,970 |
|
$ |
— |
|
$ |
— |
|
$ |
205 |
|
$ |
56 |
|
$ |
2,830,231 |
Net realized gains (losses) |
|
|
1,854 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,854 |
Net change in unrealized gains (losses) |
|
|
17,596 |
|
|
(2,758) |
|
|
— |
|
|
85 |
|
|
(21) |
|
|
14,902 |
Net amortization on investments |
|
|
7,283 |
|
|
(199) |
|
|
— |
|
|
— |
|
|
— |
|
|
7,084 |
Purchases, including capitalized PIK (3) |
|
|
1,568,260 |
|
|
33,673 |
|
|
— |
|
|
190 |
|
|
— |
|
|
1,602,123 |
Sales (3) |
|
|
(538,926) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(538,926) |
Transfers out of Level 3 (1) |
|
|
(58,230) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(58,230) |
Transfers into Level 3 (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Fair value as of September 30, 2023 |
|
$ |
3,827,807 |
|
$ |
30,716 |
|
$ |
— |
|
$ |
480 |
|
$ |
35 |
|
$ |
3,859,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2023 |
|
$ |
16,563 |
|
$ |
(2,758) |
|
$ |
— |
|
$ |
85 |
|
$ |
(21) |
|
$ |
13,869 |
63
The following tables show changes in the fair value of our Level 3 investments during the three and nine months ended September 30, 2022:
|
|
Three Months Ended September 30, 2022 |
||||||||||||||||
|
|
First Lien |
|
Second Lien |
|
Unsecured |
|
Common Equity/Interests |
|
Preferred Equity |
|
Total |
||||||
Fair value as of June 30, 2022 |
|
$ |
1,965,218 |
|
$ |
— |
|
$ |
— |
|
$ |
50 |
|
$ |
— |
|
$ |
1,965,268 |
Net realized gains (losses) |
|
|
389 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
389 |
Net change in unrealized gains (losses) |
|
|
(14,209) |
|
|
— |
|
|
— |
|
|
(6) |
|
|
1 |
|
|
(14,214) |
Net amortization on investments |
|
|
1,334 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,334 |
Purchases, including capitalized PIK (3) |
|
|
564,731 |
|
|
— |
|
|
— |
|
|
150 |
|
|
99 |
|
|
564,981 |
Sales (3) |
|
|
(70,692) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(70,692) |
Transfers out of Level 3 (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Transfers into Level 3 (1) |
|
|
29,177 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
29,177 |
Fair value as of September 30, 2022 |
|
$ |
2,475,948 |
|
$ |
— |
|
$ |
— |
|
$ |
194 |
|
$ |
100 |
|
$ |
2,476,242 |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2022 |
|
$ |
(13,100) |
|
$ |
— |
|
$ |
— |
|
$ |
(6) |
|
$ |
1 |
|
$ |
(13,100) |
|
|
Nine Months Ended September 30, 2022 |
||||||||||||||||
|
|
First Lien |
|
Second Lien |
|
Unsecured |
|
Common Equity/Interests |
|
Preferred Equity |
|
Total |
||||||
Fair value as of December 31, 2021 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net realized gains (losses) |
|
|
3,894 |
|
|
— |
|
|
182 |
|
|
— |
|
|
— |
|
|
4,076 |
Net change in unrealized gains (losses) |
|
|
(32,544) |
|
|
— |
|
|
— |
|
|
(6) |
|
|
1 |
|
|
(32,549) |
Net amortization on investments |
|
|
2,503 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,503 |
Purchases, including capitalized PIK (3) |
|
|
2,460,013 |
|
|
— |
|
|
19,958 |
|
|
200 |
|
|
99 |
|
|
2,480,271 |
Sales (3) |
|
|
(249,935) |
|
|
— |
|
|
(20,140) |
|
|
— |
|
|
— |
|
|
(270,075) |
Transfers out of Level 3 (1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Transfers into Level 3 (1) |
|
|
292,017 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
292,017 |
Fair value as of September 30, 2022 |
|
$ |
2,475,948 |
|
$ |
— |
|
$ |
— |
|
$ |
194 |
|
$ |
100 |
|
$ |
2,476,242 |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net change in unrealized gains (losses) on Level 3 investments still held as of September 30, 2022 |
|
$ |
(32,384) |
|
$ |
— |
|
$ |
— |
|
$ |
(6) |
|
$ |
1 |
|
$ |
(32,389) |
64
The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of September 30, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.
The unobservable inputs used in the fair value measurement of our Level 3 investments as of September 30, 2023 were as follows:
|
|
|
|
Quantitative Information about Level 3 Fair Value Measurements |
|||||
Asset Category |
|
Fair Value |
|
Valuation Techniques/Methodologies |
Unobservable Input |
Range |
Weighted Average (1) |
||
First Lien Secured Debt |
$ |
3,290,866 |
|
Discounted Cash Flow |
Discount Rate |
8.3% |
- |
13.9% |
11.1% |
|
|
536,941 |
|
Transactional Value |
Cost |
N/A |
|
N/A |
N/A |
Second Lien Secured Debt |
|
30,716 |
|
Discounted Cash Flow |
Discount Rate |
19.1% |
- |
19.1% |
19.1% |
Common Equity/Interests |
|
290 |
|
Market Comparable Technique |
Comparable Multiple |
7.8x |
- |
21.0x |
14.2x |
|
|
190 |
|
Transactional Value |
Cost |
N/A |
- |
N/A |
N/A |
Preferred Equity |
|
35 |
|
Market Comparable Technique |
Comparable Multiple |
13.3x |
- |
13.3x |
13.3x |
Total Level 3 Investments |
$ |
3,859,038 |
|
|
|
|
|
|
|
The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2022 were as follows:
|
|
|
|
Quantitative Information about Level 3 Fair Value Measurements |
|||||
Asset Category |
|
Fair Value |
|
Valuation Techniques/Methodologies |
Unobservable Input |
Range |
Weighted Average (1) |
||
First Lien Secured Debt |
$ |
2,279,041 |
|
Discounted Cash Flow |
Discount Rate |
8.7% |
- |
14.5% |
10.7% |
|
|
550,929 |
|
Transactional Value |
Cost |
N/A |
|
N/A |
N/A |
Common Equity/Interests |
|
205 |
|
Recent Transaction |
Recent Transaction |
N/A |
|
N/A |
N/A |
Preferred Equity |
|
56 |
|
Recent Transaction |
Recent Transaction |
N/A |
|
N/A |
N/A |
Total Level 3 Investments |
$ |
2,830,231 |
|
|
|
|
|
|
|
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily earnings before interest, taxes, depreciation and amortization (“EBITDA”) comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks.
Investment Transactions
For the three and nine months ended September 30, 2023, purchases of investments on a trade date basis were $880,047 and $2,306,194, respectively. For the three and nine months ended September 30, 2022, purchases of investments on a trade date basis were $760,047 and $5,826,781, respectively.
For the three and nine months ended September 30, 2023, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $376,012 and $1,441,363, respectively. For the three and nine months ended September 30, 2022, sales and repayments (including prepayments and unamortized fees) of investments on a trade date basis were $454,521 and $1,674,871, respectively.
65
PIK Income
The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the three and nine months ended September 30, 2023, PIK income earned was $2,983 and $6,728, respectively. During the three and nine months ended September 30, 2022, PIK income earned was $1,679 and $3,627, respectively.
The following table shows the change in capitalized PIK balance for the three and nine months ended September 30, 2023 and 2022:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
PIK balance at beginning of period |
$ |
8,850 |
|
$ |
1,893 |
|
$ |
5,333 |
|
$ |
— |
PIK income capitalized |
|
2,392 |
|
|
1,734 |
|
|
5,909 |
|
|
3,627 |
Adjustments due to investments exited or written off |
|
— |
|
|
— |
|
|
— |
|
|
— |
PIK income received in cash |
|
— |
|
|
— |
|
|
— |
|
|
— |
PIK balance at end of period |
$ |
11,242 |
|
$ |
3,627 |
|
$ |
11,242 |
|
$ |
3,627 |
Note 5. Derivative Instruments
In the normal course of business, the Company enters into derivative financial instruments to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures.
Certain information related to the Company’s foreign currency forward contracts is presented below as of September 30, 2023.
Counterparty |
|
Notional amount to be purchased |
|
Notional amount to be sold |
|
Settlement Date |
|
Fair Value |
|
Balance Sheet Location of Net Amounts |
|||||
State Street Bank and Trust Company |
|
$ |
6,466 |
|
A$ |
10,002 |
|
12/20/2023 |
|
$ |
13 |
|
Unrealized appreciation on foreign currency forward contracts |
||
State Street Bank and Trust Company |
|
|
4,615 |
|
₣ |
4,093 |
|
12/20/2023 |
|
|
104 |
|
Unrealized appreciation on foreign currency forward contracts |
||
State Street Bank and Trust Company |
|
|
26,299 |
|
€ |
24,463 |
|
12/20/2023 |
|
|
345 |
|
Unrealized appreciation on foreign currency forward contracts |
||
State Street Bank and Trust Company |
|
|
125,650 |
|
£ |
102,391 |
|
12/20/2023 |
|
|
685 |
|
Unrealized appreciation on foreign currency forward contracts |
||
State Street Bank and Trust Company |
|
|
3,040 |
|
kr |
33,895 |
|
12/20/2023 |
|
|
(75) |
|
Unrealized appreciation on foreign currency forward contracts |
||
|
|
|
|
|
|
|
|
|
|
|
|
1,072 |
|
|
|
* Totals may not foot due to rounding.
66
Certain information related to the Company’s foreign currency forward contracts is presented below as of December 31, 2022.
Counterparty |
|
Notional amount to be purchased |
|
Notional amount to be sold |
|
Settlement Date |
|
Fair Value |
|
Balance Sheet Location of Net Amounts |
|||||
State Street Bank and Trust Company |
$ |
3,440 |
|
₣ |
3,160 |
|
3/15/2023 |
|
$ |
(5) |
|
Unrealized appreciation on foreign currency forward contracts |
|||
State Street Bank and Trust Company |
|
1,903 |
|
€ |
1,790 |
|
3/15/2023 |
|
|
(8) |
|
Unrealized appreciation on foreign currency forward contracts |
|||
State Street Bank and Trust Company |
|
10,562 |
|
€ |
9,820 |
|
3/31/2023 |
|
|
(22) |
|
Unrealized appreciation on foreign currency forward contracts |
|||
State Street Bank and Trust Company |
|
14,813 |
|
£ |
12,010 |
|
3/15/2023 |
|
|
283 |
|
Unrealized appreciation on foreign currency forward contracts |
|||
|
|
|
|
|
|
|
|
|
|
|
$ |
249 |
|
|
|
* Totals may not foot due to rounding.
Certain information related to the Company’s interest rate swaps is presented below as of September 30, 2023.
Counterparty |
|
Notional Amount |
|
Maturity Date |
|
Fair Value |
|
Financial Statement Location of Net Amounts |
||
Goldman Sachs International |
|
$ |
62,000 |
|
12/21/2025 |
|
$ |
(1,068) |
|
Other liabilities and accrued expenses |
Goldman Sachs International |
|
$ |
38,000 |
|
1/19/2026 |
|
|
(693) |
|
Other liabilities and accrued expenses |
Goldman Sachs International |
|
$ |
82,000 |
|
12/21/2027 |
|
|
(2,327) |
|
Other liabilities and accrued expenses |
Goldman Sachs International |
|
$ |
18,000 |
|
1/19/2028 |
|
|
(528) |
|
Other liabilities and accrued expenses |
Goldman Sachs International |
|
€ |
90,000 |
|
9/28/2026 |
|
|
(291) |
|
Other liabilities and accrued expenses |
SMBC Capital Markets, Inc. |
|
$ |
226,000 |
|
9/28/2026 |
|
|
(2,395) |
|
Other liabilities and accrued expenses |
SMBC Capital Markets, Inc. |
|
$ |
325,000 |
|
9/28/2028 |
|
|
(6,319) |
|
Other liabilities and accrued expenses |
|
|
|
|
|
|
|
$ |
(13,621) |
|
|
* Totals may not foot due to rounding.
Certain information related to the Company’s interest rate swaps is presented below as of December 31, 2022.
Counterparty |
|
Notional Amount |
|
Maturity Date |
|
Fair Value |
|
Financial Statement Location of Net Amounts |
||||
Goldman Sachs International |
$ |
62,000 |
|
12/21/2025 |
|
$ |
(36) |
|
Other liabilities and accrued expenses |
|||
Goldman Sachs International |
|
|
38,000 |
|
1/19/2026 |
|
|
(105) |
|
Other liabilities and accrued expenses |
||
Goldman Sachs International |
|
|
82,000 |
|
12/21/2027 |
|
|
(231) |
|
Other liabilities and accrued expenses |
||
Goldman Sachs International |
|
|
18,000 |
|
1/19/2028 |
|
|
(88) |
|
Other liabilities and accrued expenses |
||
|
|
|
|
|
|
|
$ |
(460) |
|
|
|
|
* Totals may not foot due to rounding.
67
The Company’s foreign currency forward contracts are not designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three and nine months ended September 30, 2023 and 2022, for the Company’s foreign currency forward contracts, are in the following locations in the Consolidated Statements of Operations:
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
Derivative Instrument |
|
|
Financial Statement Location |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Foreign currency forward contracts |
|
|
Net realized gain(loss) on foreign currency forward contracts |
|
$ |
1,960 |
|
$ |
1,076 |
|
$ |
1,738 |
|
$ |
2,129 |
|
|
|
|
|
|
1,960 |
|
|
1,076 |
|
|
1,738 |
|
|
2,129 |
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
Derivative Instrument |
|
|
Financial Statement Location |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Foreign currency forward contracts |
|
|
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
|
$ |
1,105 |
|
$ |
482 |
|
$ |
823 |
|
$ |
582 |
|
|
|
|
|
|
1,105 |
|
|
482 |
|
|
823 |
|
|
582 |
The Company’s interest rate swaps have been designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three and nine months ended September 30, 2023 and 2022, for the Company’s interest rate swaps, are in the following locations in the Consolidated Statements of Operations:
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
Financial Statement Location |
||||||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
||||
Interest rate swaps |
|
$ |
12,078 |
|
$ |
— |
|
$ |
15,425 |
|
$ |
— |
|
Interest and other debt expenses |
Hedged items |
|
|
(11,245) |
|
|
— |
|
|
(13,621) |
|
|
— |
|
Interest and other debt expenses |
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported net in the Consolidated Statements of Assets and Liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2023:
|
|
As of September 30, 2023 |
|||||||||||||
Counterparty |
|
Derivative Assets Subject to Master Netting Agreement |
|
Derivatives Available for Offset |
|
Non-cash Collateral Received(1) |
|
Cash Collateral Received(1) |
|
Net Amount of Derivative Assets(2) |
|||||
Goldman Sachs International |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
SMBC Capital Markets, Inc. |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Total |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Derivative Liabilities Subject to Master Netting Agreement |
|
Derivatives Available for Offset |
|
Non-cash Collateral Pledged(1) |
|
Cash Collateral Pledged(1) |
|
Net Amount of Derivative Liabilities(3) |
|||||
Goldman Sachs International |
|
$ |
(4,907) |
|
$ |
— |
|
$ |
— |
|
$ |
5,800 |
|
$ |
893 |
SMBC Capital Markets, Inc. |
|
|
(8,714) |
|
|
— |
|
|
— |
|
|
10,100 |
|
|
1,386 |
Total |
|
$ |
(13,621) |
|
$ |
— |
|
$ |
— |
|
$ |
15,900 |
|
$ |
2,279 |
There were no offsetting derivatives as of December 31, 2022.
68
Note 6. Debt and Foreign Currency Transactions and Translations
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage was 236.6% and 199.2%, respectively.
The Company’s outstanding debt obligations as of September 30, 2023 were as follows:
|
|
September 30, 2023 |
||||||||||||||||
|
|
Aggregate Principal Committed |
|
Outstanding Principal |
|
Carrying Value |
|
Fair |
|
Unused |
|
Amount |
||||||
Revolving Credit Facility |
|
$ |
2,085,000 |
|
|
383,871 |
|
|
383,871 |
|
|
382,588 |
|
|
1,701,129 |
|
|
1,701,129 |
Cardinal Funding LLC |
|
|
800,000 |
|
|
601,770 |
|
|
601,770 |
|
|
599,782 |
|
|
198,230 |
|
|
64,736 |
Grouse Funding LLC |
|
|
250,000 |
|
|
187,500 |
|
|
187,500 |
|
|
187,500 |
|
|
62,500 |
|
|
33,496 |
Mallard Funding LLC |
|
|
500,000 |
|
|
386,465 |
|
|
386,465 |
|
|
386,448 |
|
|
113,535 |
|
|
113,535 |
December 2025 Notes |
|
|
62,000 |
|
|
62,000 |
|
|
60,932 |
|
|
60,932 |
|
|
— |
|
|
— |
January 2026 Notes |
|
|
38,000 |
|
|
38,000 |
|
|
37,307 |
|
|
37,307 |
|
|
— |
|
|
— |
December 2027 Notes |
|
|
82,000 |
|
|
82,000 |
|
|
79,673 |
|
|
79,673 |
|
|
— |
|
|
— |
January 2028 Notes |
|
|
18,000 |
|
|
18,000 |
|
|
17,472 |
|
|
17,472 |
|
|
— |
|
|
— |
September 2026 Notes |
|
|
226,000 |
|
|
226,000 |
|
|
223,605 |
|
|
223,605 |
|
|
— |
|
|
— |
September 2028 Notes |
|
|
325,000 |
|
|
325,000 |
|
|
318,680 |
|
|
318,680 |
|
|
— |
|
|
— |
September 2026 Euronotes |
|
|
95,153 |
|
|
95,153 |
|
|
94,862 |
|
|
94,862 |
|
|
— |
|
|
— |
Total Debt Obligations |
|
$ |
4,481,153 |
|
$ |
2,405,759 |
|
$ |
2,392,137 |
|
$ |
2,388,849 |
|
$ |
2,075,394 |
|
$ |
1,912,896 |
Deferred Financing Costs and Debt Discounts |
|
|
|
|
|
|
|
|
(21,481) |
|
|
|
|
|
|
|
|
|
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount |
|
|
|
|
|
|
|
|
2,370,656 |
|
|
|
|
|
|
|
|
|
The Company’s outstanding debt obligations as of December 31, 2022 were as follows:
|
|
December 31, 2022 |
||||||||||||||||
|
|
Aggregate Principal Committed |
|
Outstanding Principal |
|
Carrying Value (4) |
|
Fair |
|
Unused |
|
Amount |
||||||
Revolving Credit Facility |
|
$ |
2,085,000 |
|
|
976,462 |
|
|
976,462 |
|
|
971,776 |
|
|
1,108,538 |
|
|
722,012 |
Cardinal Funding LLC |
|
|
800,000 |
|
|
498,731 |
|
|
498,731 |
|
|
495,510 |
|
|
301,269 |
|
|
163,459 |
Mallard Funding LLC |
|
|
500,000 |
|
|
416,395 |
|
|
416,395 |
|
|
416,012 |
|
|
83,605 |
|
|
82,813 |
Grouse Funding LLC |
|
|
250,000 |
|
|
158,000 |
|
|
158,000 |
|
|
158,000 |
|
|
92,000 |
|
|
42,157 |
2025 Notes |
|
|
62,000 |
|
|
62,000 |
|
|
61,964 |
|
|
61,964 |
|
|
— |
|
|
— |
2026 Notes |
|
|
38,000 |
|
|
— |
|
|
(105) |
|
|
— |
|
|
38,000 |
|
|
— |
2027 Notes |
|
|
82,000 |
|
|
82,000 |
|
|
81,769 |
|
|
81,769 |
|
|
— |
|
|
— |
2028 Notes |
|
|
18,000 |
|
|
— |
|
|
(88) |
|
|
— |
|
|
18,000 |
|
|
— |
Total Debt Obligations |
|
$ |
3,835,000 |
|
$ |
2,193,588 |
|
$ |
2,193,128 |
|
$ |
2,185,031 |
|
$ |
1,641,412 |
|
$ |
1,010,441 |
Deferred Financing Costs and Debt Discount |
|
|
|
|
|
|
|
|
(20,508) |
|
|
|
|
|
|
|
|
|
Total Debt Obligations, net of Deferred Financing Cost and Debt Discount |
|
|
|
|
|
|
|
|
2,172,620 |
|
|
|
|
|
|
|
|
|
69
The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the three and nine months ended September 30, 2023 and 2022:
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Average debt outstanding |
|
$ |
2,048,042 |
|
$ |
1,965,705 |
|
$ |
2,069,145 |
|
$ |
1,195,556 |
Maximum amount of debt outstanding |
|
|
2,745,659 |
|
|
2,202,477 |
|
|
2,745,659 |
|
|
2,202,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average annualized interest cost (1) |
|
|
7.53% |
|
|
4.34% |
|
|
7.16% |
|
|
3.99% |
Annualized amortized debt issuance cost |
|
|
0.26% |
|
|
0.24% |
|
|
0.26% |
|
|
0.31% |
Total annualized interest cost |
|
|
7.79% |
|
|
4.58% |
|
|
7.42% |
|
|
4.30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average 1-month SOFR rate |
|
|
5.2% |
|
|
2.6% |
|
|
4.9% |
|
|
1.7% |
The components of interest expense for the three and nine months ended September 30, 2023 and 2022 were as follows:
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Borrowing interest expense |
$ |
36,375 |
|
$ |
19,944 |
|
$ |
104,400 |
|
$ |
29,678 |
Facility unused fees |
|
2,066 |
|
|
1,827 |
|
|
6,039 |
|
|
5,271 |
Amortization of financing costs and debt issuance costs |
|
1,381 |
|
|
1,185 |
|
|
4,098 |
|
|
2,693 |
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items |
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
12,078 |
|
|
— |
|
|
15,425 |
|
|
— |
Hedged items |
|
(11,245) |
|
|
— |
|
|
(13,621) |
|
|
— |
Total interest expense |
$ |
40,655 |
|
$ |
22,956 |
|
$ |
116,341 |
|
$ |
37,642 |
Senior Secured Facility
On March 11, 2022, the Company entered into a senior secured, multi-currency, revolving credit facility (the “Senior Secured Facility”) with JPMorgan Chase Bank, N.A. The aggregate lender commitments under the Senior Secured Facility on March 11, 2022 were $1.835 billion. On June 7, 2022, the Company entered into an amendment to its Senior Secured Facility to increase the multicurrency commitments from $1.835 billion to $2.085 billion. The Company may seek additional commitments from new and existing lenders in the future, up to an aggregate facility size not to exceed approximately $2.753 billion. The scheduled maturity date of the Senior Secured Facility is March 11, 2027.
Loans under the Senior Secured Facility denominated in US dollars will bear interest, at the Company’s option, at the base rate plus a spread of 0.75% to 0.875% or the term SOFR rate plus a credit spread adjustment of 0.10% and spread of 1.75% to 1.875%, in each case, with such spread being determined based on the total amount of the Gross Borrowing Base relative to the total Combined Debt Amount, as of the date of determination. Loans under the Senior Secured Facility denominated in currencies other than US dollars will bear interest at certain local rates consistent with market standards. Interest on loans denominated in dollars is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of the applicable interest period in the case of loans bearing interest at the term SOFR rate (or at each three month interval in the case of loans with interest periods greater than three months). Interest on loans denominated in currencies other than US dollars is due and payable in a manner consistent with market standards. The Company is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for a credit facility of this size and type.
The Company’s obligations to the lenders under the Senior Secured Facility are secured by a first priority security interest in substantially all of the Company’s assets.
In connection with the Senior Secured Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio.
The Senior Secured Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Facility immediately due and payable.
As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the Senior Secured Facility.
70
SPV Financing Facilities
The following wholly-owned subsidiaries of the Company have entered into secured financing facilities, as described below: Cardinal Funding LLC, Mallard Funding LLC, and Grouse Funding LLC, which are collectively referred to as the “SPVs”, and the secured financing facilities described below are collectively referred to as the “SPV Financing Facilities”.
The obligations of each SPV to the lenders under the applicable SPV Financing Facility are secured by a first priority security interest in all of the applicable SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the applicable SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lenders under the applicable SPV Financing Facility may declare the outstanding advances and all other obligations under the applicable SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the applicable SPV obtain the consent of the lenders under the applicable SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
As of September 30, 2023, the Company was in compliance with all covenants and other requirements of the SPV Financing Facilities.
Cardinal Funding LLC
On January 7, 2022, Cardinal Funding LLC (“Cardinal Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit and Security Agreement (the “Cardinal Funding Secured Credit Facility”), with Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The maximum principal amount of the Cardinal Funding Secured Credit Facility as of the Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Cardinal Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the Cardinal Funding Secured Credit Facility, will bear interest at the Term SOFR Reference Rate, the CDOR Rate, SONIA or the EURIBOR Rate (the “Applicable Reference Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 1.70%. Advances used to finance the purchase or origination of private credit loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.20%. Advances used to finance the purchase or origination of any other eligible loans under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.45%. After the expiration of a three-year reinvestment period, the applicable margin on outstanding advances will be increased by 0.50% per annum. All amounts outstanding under the Cardinal Funding Secured Credit Facility must be repaid by the date that is five years after the closing date of the Cardinal Funding Secured Credit Facility. The contractual maturity date of the Cardinal Funding Secured Credit Facility is January 7, 2027.
On April 7, 2022, Cardinal Funding, entered into Amendment No. 1 (the “First Cardinal Funding Amendment”), by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The First Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the additional aggregate commitment size which Cardinal Funding can request from the lenders under the Cardinal Funding Secured Credit Facility from $750 million to $1.350 billion, (ii) add a new revolving lender to the Cardinal Funding Secured Credit Facility and (iii) allow Cardinal Funding to finance bonds under the Cardinal Funding Secured Credit Facility. Advances used to finance bonds under the Cardinal Funding Secured Credit Facility initially bear interest at the Applicable Reference Rate plus a spread of 2.0%.
On December 9, 2022, Cardinal Funding entered into Amendment No. 4 (the “Fourth Cardinal Funding Amendment”) by and among Cardinal Funding, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Citibank, N.A., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, custodian and collateral administrator.
The Fourth Cardinal Funding Amendment amends the Cardinal Funding Secured Credit Facility to (i) increase the aggregate commitment under the Cardinal Funding Secured Credit Facility from $500 million to $800 million and (ii) modify the interest rate charged under the Cardinal Funding Secured Credit Facility. Advances made with respect to “Private Credit Loans” (as defined in the Cardinal Funding Secured Credit Facility) will, prior to the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 2.75% and, following the Commitment Termination Date, bear interest at the Applicable Reference Rate plus a spread of 3.25%.
71
Mallard Funding LLC
On January 7, 2022, Mallard Funding LLC (“Mallard Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Servicing Agreement (the “Mallard Funding Loan and Servicing Agreement”), with Mallard Funding, as borrower, the Company, in its capacity as servicer and in its capacity as transferor, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian.
The maximum principal amount of the Mallard Funding Loan and Servicing Agreement as of the Closing Date is $500 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Mallard Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Under the Mallard Funding Loan and Servicing Agreement, Mallard Funding is permitted to borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Mallard Funding Loan and Servicing Agreement, will bear interest at Adjusted Term SOFR, the CDOR Rate, Daily Simple SONIA or the EURIBOR Rate (the “Mallard Funding Applicable Reference Rate”), in each case, plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Mallard Funding Loan and Servicing Agreement bear interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) during the nine months subsequent to the Closing Date (the "Ramp-Up Period"), 1.60%, (y) after the end of the Ramp-Up Period and prior to the Mallard Funding Commitment Termination Date (as defined by the Mallard Funding Loan and Servicing Agreement), 2.00% and (z) after the Mallard Funding Commitment Termination Date, 2.25%. Advances used to finance the purchase or origination of middle market loans under the Mallard Funding Loan and Servicing Agreement initially bear interest at the Mallard Funding Applicable Reference Rate plus a spread of (x) prior to the Mallard Funding Commitment Termination Date, 2.00% and (y) after the Mallard Funding Commitment Termination Date, 2.25%. All amounts outstanding under the Mallard Funding Loan and Servicing Agreement must be repaid by the date that is five years after the closing date of the Mallard Funding Loan and Servicing Agreement. The contractual maturity date under the Mallard Funding Loan and Servicing Agreement is January 7, 2027.
On March 18, 2022, Mallard Funding entered into Amendment No. 1 (the “First Mallard Funding Amendment”), by and among Mallard Funding, as borrower, the Company, in its capacity as servicer and as transferor, each lender party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, account bank and collateral custodian. The First Mallard Funding Amendment amends the Mallard Funding Loan and Servicing Agreement to (i) allow Mallard Funding to borrow amounts in Australian dollars and (ii) allow amounts drawn to bear interest at the BBSY Rate.
Grouse Funding LLC
On July 7, 2022 (the “Closing Date”), Grouse Funding LLC (“Grouse Funding”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “Grouse Funding Secured Credit Facility”), with Grouse Funding, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent and collateral custodian, and Virtus Group, LP, as collateral administrator.
From time to time, the Company expects to sell and contribute certain investments to Grouse Funding pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and Grouse Funding. No gain or loss will be recognized as a result of the contribution. Proceeds from the Grouse Funding Secured Credit Facility will be used to finance the origination and acquisition of eligible assets by Grouse Funding, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Grouse Funding through our ownership of Grouse Funding. The maximum principal amount of the Grouse Funding Secured Credit Facility as of the Closing Date is $250 million, which can be drawn in U.S. Dollars subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Grouse Funding’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The Grouse Funding Secured Credit Facility provides for the ability to draw and redraw revolving loans under the Grouse Funding Secured Credit Facility for a period of up to three years after the Closing Date unless the commitments are terminated sooner as provided in the Grouse Funding Secured Credit Facility (the “Commitment Termination Date”). Unless otherwise terminated, the Grouse Funding Secured Credit Facility will mature on the date which is five years after the Closing Date (the “Final Maturity Date”). Prior to the Commitment Termination Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Following the Commitment Termination Date but prior to the Final Maturity Date, proceeds received by Grouse Funding from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, as well as principal on outstanding borrowings in accordance with the terms of the Grouse Funding Secured Credit Facility, and the excess may be returned to the Company, subject to certain conditions. On the Final Maturity Date, Grouse Funding must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
72
Under the Grouse Funding Secured Credit Facility, Grouse Funding is permitted to borrow amounts in U.S. dollars. Amounts drawn under the Grouse Funding Secured Credit Facility will bear interest at Term SOFR plus a margin. Advances used to finance the purchase or origination of broadly syndicated loans under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%, except that following the application of a rebate amount the spread on broadly syndicated loans shall be 1.85%. Advances used to finance the purchase or origination of bonds or loans that are not broadly syndicated loans, that in either case have an EBITDA of $100 million or above, under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.15%. Advances used to finance the purchase or origination of any other eligible loans or bonds under the Grouse Funding Secured Credit Facility initially bear interest at Term SOFR plus a spread of 2.40%. The Grouse Funding Secured Credit Facility contains customary covenants, including certain limitations on the activities of Grouse Funding, including limitations on incurrence of incremental indebtedness, and customary events of default. The Grouse Funding Secured Credit Facility is secured by a perfected first priority security interest in the assets of Grouse Funding and on any payments received by Grouse Funding in respect of those assets. Assets pledged to the lenders under the Grouse Funding Secured Credit Facility will not be available to pay the debts of the Company.
Foreign Currency Transactions and Translations
The Company had the following foreign-denominated debt obligations outstanding on its Senior Secured Facility and SPV Financing Facilities as of September 30, 2023:
|
|
September 30, 2023 |
|||||||||||||
|
|
Original Principal Amount (Local) |
|
Original Principal Amount (USD) |
|
Principal Amount Outstanding |
|
Unrealized Gain/(Loss) |
|
Reset Date |
|||||
British Pound |
|
£ |
40,800 |
|
|
52,002 |
|
|
49,780 |
|
|
2,222 |
|
|
10/30/2023 |
British Pound |
|
£ |
6,200 |
|
|
8,408 |
|
|
7,565 |
|
|
843 |
|
|
11/1/2023 |
British Pound |
|
£ |
3,500 |
|
|
4,747 |
|
|
4,270 |
|
|
477 |
|
|
10/30/2023 |
European Euro |
|
€ |
316,000 |
|
|
325,253 |
|
|
334,091 |
|
|
(8,838) |
|
|
10/30/2023 |
Total |
|
|
366,500 |
|
|
390,410 |
|
|
395,706 |
|
|
(5,296) |
|
|
|
The Company had the following foreign-denominated debt obligations outstanding on its Senior Secured Facility and SPV Financing Facilities as of December 31, 2022:
|
|
December 31, 2022 |
|||||||||||||
|
|
Original Principal Amount (Local) |
|
Original Principal Amount (USD) |
|
Principal Amount Outstanding |
|
Unrealized Gain/(Loss) |
|
Reset Date |
|||||
British Pound |
|
£ |
76,000 |
|
|
92,180 |
|
|
91,880 |
|
|
300 |
|
|
1/31/2023 |
British Pound |
|
£ |
6,200 |
|
|
8,408 |
|
|
7,495 |
|
|
913 |
|
|
2/1/2023 |
British Pound |
|
£ |
3,500 |
|
|
4,747 |
|
|
4,231 |
|
|
516 |
|
|
1/31/2023 |
Australian Dollar |
|
A$ |
10,000 |
|
|
7,402 |
|
|
6,809 |
|
|
593 |
|
|
1/31/2023 |
European Euro |
|
€ |
277,000 |
|
|
282,015 |
|
|
296,515 |
|
|
(14,500) |
|
|
1/31/2023 |
Swedish Krona |
|
kr |
34,000 |
|
|
3,237 |
|
|
3,258 |
|
|
(21) |
|
|
1/31/2023 |
Total |
|
|
|
|
|
397,989 |
|
|
410,188 |
|
|
(12,199) |
|
|
|
73
Private Placement Bonds
2022 Series A Notes
On November 15, 2022, the Company priced an offering of $200 million in aggregate principal amount of Senior Unsecured Notes (the “2022 Series A Notes”) to institutional investors in a private placement. The Notes are comprised of $62 million Senior Unsecured Notes due 2025 (the “December 2025 Notes”), $38 million Senior Unsecured Notes due 2026 (the “January 2026 Notes”), $82 million Senior Unsecured Notes due 2027 (the “December 2027 Notes”), and $18 million Senior Unsecured Notes due 2028 (the “January 2028 Notes”). The issuances of the 2022 Series A Notes occurred in two installments on December 21, 2022 and January 19, 2023. The December 2025 and January 2026 Notes have a fixed interest rate of 8.21% per annum and are due on December 21, 2025 and January 19, 2026, respectively. The December 2027 and January 2028 Notes have a fixed interest rate of 8.31% per annum and are due on December 21, 2027 and January 19, 2028, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the 2022 Series A Notes) in the event that, subject to certain exceptions, the 2022 Series A Notes cease to have an investment grade rating. There is no guarantee of the successful placement of the 2022 Series A Notes or that the closing of the 2022 Series A Notes will occur as anticipated.
In connection with the 2022 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the December 2025 Notes, the Company receives a fixed interest rate of 4.02% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $62 million of the 2025 Notes. Under the interest rate swap agreement related to the January 2026 Notes, the Company receives a fixed interest rate of 3.97% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $38 million of the 2026 Notes. Under the interest rate swap agreement related to the December 2027 Notes, the Company receives a fixed interest rate of 3.67% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $82 million of the 2027 Notes. Under the interest rate swap agreement related to the January 2028 Notes, the Company receives a fixed interest rate of 3.65% per annum and pays a floating interest rate at a rate determined by three-month SOFR per annum on $18 million of the 2028 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
2023 Series A Notes
On August 10, 2023, the Company priced an offering of $650 million in aggregate principal amount of Senior Unsecured Notes (the “2023 Series A Notes”) to institutional investors in a private placement. The 2023 Series A Notes are comprised of $226 million Senior Unsecured Notes due September 28, 2026 (the “September 2026 Notes”), $325 million Senior Unsecured Notes due September 28, 2028 (the “September 2028 Notes”), and €90 million Senior Unsecured Notes due September 28, 2026 (the “September 2026 Euronotes”) . The issuances are expected to close on September 28, 2023. The September 2026 Notes, September 2028 Notes and September 2026 Euronotes have fixed interest rates of 8.54%, 8.62%, and 7.02% per annum, respectively. Interest on the Notes is due and payable semiannually. These interest rates are subject to increase (up to a maximum increase of 1.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating. These interest rates are subject to increase (up to a maximum increase of 1.50% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the Company’s Secured Debt Ratio exceeds 60% up to August 31, 2024, and 55% subsequent to August 31, 2024. These interest rates are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the September 2026 Notes, September 2028 Notes and September 2026 Euronotes) in the event that, subject to certain exceptions, the 2023 Series A Notes cease to have an investment grade rating and the Secured Debt Ratio event has occurred as disclosed above. There is no guarantee of the successful placement of the Notes or that the closing of the 2023 Series A Notes will occur as anticipated.
In connection with the 2023 Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the September 2026 Notes, the Company receives a fixed interest rate of 8.54% per annum and pays a floating interest rate of SOFR + 4.18% per annum on $226 million of the 2026 Notes. Under the interest rate swap agreement related to the September 2028 Notes, the Company receives a fixed interest rate of 8.62% per annum and pays a floating interest rate of SOFR + 4.56% per annum on $325 million of the September 2028 Notes. Under the interest rate swap agreement related to the September 2026 Euronotes, the Fund receives a fixed interest rate of 7.02% per annum and pays a floating interest rate of ESTR + 3.72% per annum on €90 million of the September 2026 Euronotes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
74
Note 7. Net Assets
The Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value.
On July 22, 2021, an affiliate of the Adviser purchased 2,000 shares of the Company’s Class I common shares at $25.00 per share.
On January 7, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board authorized the release of proceeds from escrow. As of such date, the Company issued and sold 26,258,912 shares (consisting all of Class I shares at an offering price of $25.00 per share; no Class S or Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $656,473 to the Company as payment for such shares.
The following table summarizes transactions in common shares of beneficial interest during the three and nine months ended September 30, 2023 and 2022:
|
|
Three Months Ended |
|
Three Months Ended |
|
Nine Months Ended |
|
Nine Months Ended |
||||||||||||||||
|
|
September 30, 2023 |
|
September 30, 2022 |
|
September 30, 2023 |
|
September 30, 2022 |
||||||||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
||||||||
Class S: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold |
|
|
7,041,291 |
|
$ |
171,574 |
|
|
3,176,969 |
|
$ |
74,030 |
|
|
12,660,297 |
|
$ |
305,297 |
|
|
8,916,542 |
|
$ |
214,812 |
Repurchase of common shares |
|
|
(109,366) |
|
|
(2,685) |
|
|
(2,131) |
|
|
(49) |
|
|
(211,304) |
|
|
(5,136) |
|
|
(7,233) |
|
|
(165) |
Early repurchase deduction |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
9 |
|
|
— |
|
|
3 |
Distributions reinvested |
|
|
201,357 |
|
|
4,906 |
|
|
64,142 |
|
|
1,495 |
|
|
483,863 |
|
|
11,612 |
|
|
95,242 |
|
|
2,248 |
Net increase (decrease) |
|
|
7,133,282 |
|
$ |
173,795 |
|
|
3,238,980 |
|
$ |
75,477 |
|
|
12,932,856 |
|
$ |
311,782 |
|
|
9,004,551 |
|
$ |
216,898 |
Class D: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold |
|
|
58,969 |
|
$ |
1,441 |
|
|
120,416 |
|
$ |
2,817 |
|
|
91,115 |
|
$ |
2,201 |
|
|
120,416 |
|
$ |
2,817 |
Repurchase of common shares |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Early repurchase deduction |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions reinvested |
|
|
579 |
|
|
14 |
|
|
319 |
|
|
7 |
|
|
1,249 |
|
|
30 |
|
|
319 |
|
|
7 |
Net increase (decrease) |
|
|
59,548 |
|
$ |
1,455 |
|
|
120,735 |
|
$ |
2,824 |
|
|
92,364 |
|
$ |
2,231 |
|
|
120,735 |
|
$ |
2,824 |
Class I: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold |
|
|
16,720,864 |
|
$ |
407,636 |
|
|
9,056,629 |
|
$ |
210,157 |
|
|
34,391,746 |
|
$ |
827,647 |
|
|
75,194,730 |
|
$ |
1,855,621 |
Repurchase of common shares |
|
|
(1,882,529) |
|
|
(46,210) |
|
|
(250,113) |
|
|
(5,744) |
|
|
(10,923,813) |
|
|
(262,835) |
|
|
(326,288) |
|
|
(7,486) |
Early repurchase deduction |
|
|
— |
|
|
— |
|
|
— |
|
|
115 |
|
|
— |
|
|
5 |
|
|
— |
|
|
150 |
Distributions reinvested |
|
|
919,582 |
|
|
22,397 |
|
|
655,606 |
|
|
15,268 |
|
|
2,588,602 |
|
|
62,000 |
|
|
1,302,235 |
|
|
31,087 |
Net increase (decrease) |
|
|
15,757,917 |
|
$ |
383,823 |
|
|
9,462,122 |
|
$ |
219,796 |
|
|
26,056,535 |
|
$ |
626,817 |
|
|
76,170,677 |
|
$ |
1,879,372 |
Total net increase (decrease) |
|
|
22,950,747 |
|
$ |
559,073 |
|
|
12,821,837 |
|
$ |
298,097 |
|
|
39,081,755 |
|
$ |
940,830 |
|
|
85,295,963 |
|
$ |
2,099,094 |
Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class D and Class I common shares during the nine months ended September 30, 2023 and 2022:
|
|
NAV Per Share |
|||||||
For the Month Ended |
|
Class S |
|
Class D |
|
Class I |
|||
January 31, 2023 |
|
$ |
23.64 |
|
$ |
23.64 |
|
$ |
23.64 |
February 28, 2023 |
|
|
23.76 |
|
|
23.76 |
|
|
23.76 |
March 31, 2023 |
|
|
23.82 |
|
|
23.82 |
|
|
23.82 |
April 30, 2023 |
|
|
23.95 |
|
|
23.95 |
|
|
23.95 |
May 31, 2023 |
|
|
23.91 |
|
|
23.91 |
|
|
23.91 |
June 30, 2023 |
|
|
24.18 |
|
|
24.18 |
|
|
24.18 |
July 31, 2023 |
|
|
24.38 |
|
|
24.38 |
|
|
24.38 |
August 31, 2023 |
|
|
24.50 |
|
|
24.50 |
|
|
24.50 |
September 30, 2023 |
|
|
24.55 |
|
|
24.55 |
|
|
24.55 |
75
|
|
NAV Per Share (1) |
|||||||
For the Month Ended |
|
Class S |
|
Class D |
|
Class I |
|||
January 31, 2022 |
|
$ |
25.04 |
|
$ |
— |
|
$ |
25.04 |
February 28, 2022 |
|
|
24.74 |
|
|
— |
|
|
24.74 |
March 31, 2022 |
|
|
24.71 |
|
|
— |
|
|
24.71 |
April 30, 2022 |
|
|
24.63 |
|
|
— |
|
|
24.63 |
May 31, 2022 |
|
|
23.72 |
|
|
— |
|
|
23.72 |
June 30, 2022 |
|
|
22.87 |
|
|
— |
|
|
22.87 |
July 31, 2022 |
|
|
23.43 |
|
|
23.43 |
|
|
23.43 |
August 31, 2022 |
|
|
23.55 |
|
|
23.55 |
|
|
23.55 |
September 30, 2022 |
|
|
22.97 |
|
|
22.97 |
|
|
22.97 |
Distributions
The Board authorizes and declares monthly distribution amounts per share of Class S, Class D and Class I common shares. The following table presents distributions that were declared during the nine months ended September 30, 2023:
|
|
|
|
|
|
Class S Distributions |
|
Class D Distributions |
|
Class I Distributions |
|
||||||||||||
Record Date |
|
Declaration Date |
|
Payment Date |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
||||||
January 31, 2023 |
|
January 20, 2023 |
|
February 24, 2023 |
|
$ |
0.1433 |
|
$ |
1,631 |
|
$ |
0.1551 |
|
$ |
18 |
|
$ |
0.1600 |
|
$ |
13,422 |
|
February 28, 2023 |
|
February 17, 2023 |
|
March 29, 2023 |
|
|
0.1446 |
|
|
1,703 |
|
|
0.1555 |
|
|
18 |
|
|
0.1600 |
|
|
13,675 |
|
February 28, 2023 |
|
January 20, 2023 |
|
March 29, 2023 |
|
|
0.0200 |
|
|
236 |
|
|
0.0200 |
|
|
2 |
|
|
0.0200 |
|
|
1,709 |
(1) |
March 31, 2023 |
|
March 24, 2023 |
|
April 26, 2023 |
|
|
0.1428 |
|
|
1,803 |
|
|
0.1550 |
|
|
20 |
|
|
0.1600 |
|
|
14,193 |
|
March 31, 2023 |
|
January 20, 2023 |
|
April 26, 2023 |
|
|
0.0200 |
|
|
253 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,774 |
(1) |
April 28, 2023 |
|
April 20, 2023 |
|
May 26, 2023 |
|
|
0.1434 |
|
|
1,964 |
|
|
0.1551 |
|
|
22 |
|
|
0.1600 |
|
|
14,345 |
|
April 28, 2023 |
|
January 20, 2023 |
|
May 26, 2023 |
|
|
0.0200 |
|
|
274 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,793 |
(1) |
May 31, 2023 |
|
May 23, 2023 |
|
June 28, 2023 |
|
|
0.1427 |
|
|
2,169 |
|
|
0.1549 |
|
|
22 |
|
|
0.1600 |
|
|
14,759 |
|
May 31, 2023 |
|
April 20, 2023 |
|
June 28, 2023 |
|
|
0.0200 |
|
|
304 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,845 |
(1) |
June 30, 2023 |
|
June 23, 2023 |
|
July 27, 2023 |
|
|
0.1433 |
|
|
2,392 |
|
|
0.1551 |
|
|
22 |
|
|
0.1600 |
|
|
15,329 |
|
June 30, 2023 |
|
May 23, 2023 |
|
July 27, 2023 |
|
|
0.0200 |
|
|
334 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,916 |
(1) |
July 30, 2023 |
|
June 23, 2023 |
|
August 29, 2023 |
|
|
0.0200 |
|
|
381 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,945 |
|
July 31, 2023 |
|
July 20, 2023 |
|
August 29, 2023 |
|
|
0.1425 |
|
|
2,715 |
|
|
0.1549 |
|
|
22 |
|
|
0.1600 |
|
|
15,557 |
(1) |
August 31, 2023 |
|
August 23, 2023 |
|
September 27, 2023 |
|
|
0.1424 |
|
|
2,948 |
|
|
0.1548 |
|
|
25 |
|
|
0.1600 |
|
|
16,333 |
|
August 31, 2023 |
|
July 20, 2023 |
|
September 27, 2023 |
|
|
0.0200 |
|
|
414 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
2,042 |
(1) |
September 30, 2023 |
|
September 21, 2023 |
|
October 27, 2023 |
|
|
0.1629 |
|
|
3,888 |
|
|
0.1750 |
|
|
35 |
|
|
0.1800 |
|
|
19,779 |
|
|
|
|
|
|
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
|
* Totals may not foot due to rounding.
76
The following table presents distributions that were declared during the nine months ended September 30, 2022:
|
|
|
|
|
|
Class S Distributions |
|
Class D Distributions |
|
Class I Distributions |
||||||||||||
Record Date |
Declaration Date |
|
Payment Date |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|||||||
January 31, 2022 |
|
January 31, 2022 |
|
March 7, 2022 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
0.1045 |
|
$ |
2,744 |
February 28, 2022 |
|
February 28, 2022 |
|
April 1, 2022 |
|
|
0.1245 |
|
|
22 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
6,096 |
March 29, 2022 |
|
March 29, 2022 |
|
April 29, 2022 |
|
|
0.1229 |
|
|
225 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
7,472 |
April 30, 2022 |
|
April 21, 2022 |
|
May 26, 2022 |
|
|
0.1235 |
|
|
426 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
8,388 |
May 31, 2022 |
|
May 20, 2022 |
|
June 28, 2022 |
|
|
0.1230 |
|
|
576 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
9,105 |
June 30, 2022 |
|
June 22, 2022 |
|
July 28, 2022 |
|
|
0.1242 |
|
|
717 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
9,404 |
July 29, 2022 |
|
July 25, 2022 |
|
August 29, 2022 |
|
|
0.1243 |
|
|
842 |
|
|
0.1359 |
|
|
3 |
|
|
0.1408 |
|
|
10,012 |
August 31, 2022 |
|
August 23, 2022 |
|
September 28, 2022 |
|
|
0.1239 |
|
|
956 |
|
|
0.1358 |
|
|
7 |
|
|
0.1408 |
|
|
10,366 |
September 30, 2022 |
|
September 22, 2022 |
|
October 28, 2022 |
|
|
0.1243 |
|
|
1,120 |
|
|
0.1360 |
|
|
16 |
|
|
0.1408 |
|
|
10,760 |
|
|
|
|
|
|
$ |
0.9907 |
|
$ |
4,883 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
* Totals may not foot due to rounding.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through September 30, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2023:
|
|
Class S |
|
Class D |
|
Class I |
||||||||||||
Source of Distribution |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
Net investment income |
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
Net realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions in excess of net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
77
The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2022:
|
|
Class S |
|
Class D |
|
Class I |
||||||||||||
Source of Distribution |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
Net investment income |
|
$ |
0.9907 |
|
$ |
4,884 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
Net realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions in excess of net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
$ |
0.9907 |
|
$ |
4,884 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
Share Repurchase Program
At the discretion of our Board of Trustees, the Company has commenced a share repurchase program in which it intends to repurchase the Company’s common shares outstanding as of the close of the previous calendar quarter. The Board of Trustees may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board of Trustees suspend the share repurchase program, the Board of Trustees will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2023:
Repurchase Deadline Request |
|
Number of Shares Repurchased (all classes) |
|
Percentage of Outstanding Shares Repurchased (1) |
|
Price Paid Per Share |
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes) (3) |
|
Maximum number of shares that may yet be purchased under the repurchase plan (2) |
March 15, 2023 |
|
5,512,759 |
|
5.94% |
|
$23.82 |
|
March 31, 2023 |
|
$131,283 |
|
— |
June 14, 2023 |
|
3,630,463 |
|
3.78% |
|
$24.18 |
|
June 30, 2023 |
|
87,781 |
|
1,167,048 |
September 14, 2023 |
|
1,991,895 |
|
1.83% |
|
$24.55 |
|
September 30, 2023 |
|
48,894 |
|
3,458,546 |
(1) Percentage is based on total shares as of the close of the previous calendar quarter
(2) All repurchase requests were satisfied in full
(3) Amounts shown net of Early Repurchase Deduction
The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2022:
Repurchase Deadline Request |
|
Number of Shares Repurchased (all classes) |
|
Percentage of Outstanding Shares Repurchased (1) |
|
Price Paid Per Share |
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes) (3) |
|
Maximum number of shares that may yet be purchased under the repurchase plan (2) |
June 17, 2022 |
|
81,278 |
|
0.11% |
|
$22.87 |
|
June 30, 2022 |
|
$1,821 |
|
2,745,085 |
September 13, 2022 |
|
252,244 |
|
0.01% |
|
$22.97 |
|
September 30, 2022 |
|
5,677 |
|
3,623,806 |
(1) Percentage is based on total shares as of the close of the previous calendar quarter
(2) All repurchase requests were satisfied in full
(3) Amounts shown net of Early Repurchase Deduction
78
Note 8. Commitments and Contingencies
The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of September 30, 2023 and December 31, 2022, the Company had the following unfunded commitments to its portfolio companies:
|
|
|
September 30, 2023 |
|
December 31, 2022 |
||
Unfunded revolver obligations, bridge loan and backstop commitments (1) |
|
|
$ |
245,111 |
|
$ |
181,974 |
Standby letters of credit issued and outstanding (2) |
|
|
|
1,843 |
|
|
880 |
Unfunded delayed draw loan commitments (3) |
|
|
|
257,387 |
|
|
252,210 |
Total Unfunded Commitments (4) |
|
|
$ |
504,341 |
|
$ |
435,064 |
Organizational and Offering Costs
The Adviser agreed to bear all of the Company’s organization and offering expenses through the date on which the Company broke escrow for the initial offering of its common shares. The Company is obligated to reimburse the Adviser for such expenses incurred upon breaking escrow for our offering. The Company did not incur organization and offering costs for the three and nine months ended September 30, 2023. The total organization and offering costs incurred three and nine months ended September 30, 2022 were $2,940 and $2,940, which were recognized by the Company when it broke escrow for the initial offering of its common shares.
79
Warehousing Transactions
The Company entered into a warehousing transaction whereby the Company agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. The warehousing transaction was designed to assist the Company in deploying capital upon receipt of subscription proceeds.
On February 22, 2021, the Company entered into a Facility Agreement (“Facility Agreement”), which was subsequently amended on August 17, 2021, with Goldman Sachs Bank USA (the “Financing Provider”). The Facility Agreement creates a forward obligation of the Financing Provider to sell, and a forward obligation of the Company, or its designee, to purchase certain investments (the “Portfolio Investments”) owned and held by the Financing Provider at the Company’s request. Pursuant to the Facility Agreement, the Company may request the Financing Provider to acquire Portfolio Investments as it designates from time to time, which the Financing Provider can approve or reject in its sole and absolute discretion. Prior to any sale to the Company, the Portfolio Investments will be owned and held solely for the account of the Financing Provider. ADS will have no obligation to purchase the Portfolio Investments under the Facility Agreement until such time the Company has received subscriptions for its shares of at least $600 million (the “Capital Condition”). After the Company has met the Capital Condition, it will be obligated to purchase the Portfolio Investments from the Financing Provider on or before February 22, 2022 (the “Facility End Date”). ADS may elect, but is not obligated to, purchase Portfolio Investments prior to the Facility End Date or prior to or without meeting the Capital Condition. In consideration for the forward arrangement provided by the Financing Provider (the amount of the arrangement will not exceed $250 million before May 22, 2021 and $500 million between such date and the Facility End Date (the “Financing Amount”), the Company has agreed to pay certain fees and expenses to the Financing Provider, including (i) a facility fee at an annual rate of LIBOR plus 1.77% multiplied by the cash amount paid by the Financing Provider (subject to adjustment for, among other things, cash amounts received by the Financing Provider) for such Portfolio Investment (the “Funded Amount”) while it is being held by the Financing Provider, (ii) an unused fee at an annual rate of 0.50% of the unused Financing Amount minus the greater of (A) the Minimum Utilization Amount and (B) the Funded Amount, and (iii) a minimum utilization fee at an annual rate of 1.77% of (the “Minimum Utilization Amount”) (A) prior to May 22, 2021, 50% of the Financing Amount at such time and (B) on or after May 22, 2021, and prior to the Facility End Date, 75% of the Financing Amount at such time. As a general matter, the price the Company would pay to purchase any Portfolio Investment from the Financing Provider equals the cash amount paid by the Financing Provider subject to adjustment for, among other things, principal repayments and interest amounts earned by the Financing Provider. Accordingly, shareholders will benefit from any interest paid or accrued on any Portfolio Investment purchased by the Company.
Effective January 7, 2022, the Company had a contractual obligation to acquire all assets under the Facility Agreement through forward purchase agreement on or before June 30, 2022. The mark-to-market gain/loss of all investments held by the Financing Provider, in addition to other economic rights and obligations held by the Company, are recognized in the Company’s consolidated financial statements. These gains (losses) are realized at the time the Company settles on the purchases of each underlying asset from the Financing Provider.
For the year ended December 31, 2022, the Company purchased debt investments from the Financing Provider with an aggregate principal amount of $436 million (excluding unfunded revolvers and delayed draw positions of $0.2 million), at a purchase price of $412 million, resulting in an unrealized gain of approximately $3 million. During the nine months ended September 30, 2023, no additional transactions with the Financing Provider as it relates to the warehousing transactions had occurred.
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.
On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including Apollo Debt Solutions BDC, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. Plaintiffs seek to have the amendments in question declared void. No reasonable estimate of possible loss, if any, can be made at this time.
Management is not aware of any pending or threatened material litigation as of September 30, 2023 other than the matter disclosed above.
80
Note 9. Financial Highlights
The following are the financial highlights for the nine months ended September 30, 2023:
|
Nine Months Ended September 30, 2023 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Class S (6) |
|
Class D (7) |
|
Class I (8) |
|||||
Per Share Data: |
|
|
|
|
|
|
|
|
|
|
Net asset value at beginning of period |
$ |
23.20 |
|
|
$ |
23.20 |
|
|
$ |
23.20 |
Net investment income (1) |
|
1.76 |
|
|
|
1.89 |
|
|
|
1.91 |
Net unrealized and realized gains (losses) (2) |
|
1.04 |
|
|
|
1.02 |
|
|
|
1.04 |
Net increase (decrease) in net assets resulting from operations |
|
2.80 |
|
|
|
2.91 |
|
|
|
2.95 |
Distribution declared (3) |
|
(1.45) |
|
|
|
(1.56) |
|
|
|
(1.60) |
Net asset value at end of period |
$ |
24.55 |
|
|
$ |
24.55 |
|
|
$ |
24.55 |
|
|
|
|
|
|
|
|
|
|
|
Total return (4) |
|
12.33% |
|
|
|
12.83% |
|
|
|
13.04% |
Shares outstanding, end of period |
|
23,760,595 |
|
|
|
199,307 |
|
|
|
107,999,762 |
Weighted average shares outstanding |
|
16,135,726 |
|
|
|
144,060 |
|
|
|
93,886,816 |
|
|
|
|
|
|
|
|
|
|
|
Ratio/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
Net assets at end of period |
$ |
583,245 |
|
|
$ |
4,892 |
|
|
$ |
2,651,042 |
Annualized ratio of net expenses to average net assets (5) |
|
10.18% |
|
|
|
9.50% |
|
|
|
9.43% |
Annualized ratio of net investment income to average net assets (5) |
|
9.81% |
|
|
|
10.54% |
|
|
|
10.67% |
Portfolio turnover rate |
|
31.13% |
|
|
|
31.13% |
|
|
|
31.13% |
Asset coverage per unit (9) |
|
2,366 |
|
|
|
2,366 |
|
|
|
2,366 |
The following are the financial highlights for the nine months ended September 30, 2022:
|
Nine Months Ended September 30, 2022 |
||||||
|
|
|
|
|
|
|
|
|
Class S (6) |
|
Class D (7) |
Class I (8) |
|||
Per Share Data: |
|
|
|
|
|
|
|
Net asset value at beginning of period |
$ |
25.04 |
|
$ |
22.87 |
$ |
25.00 |
Net investment income (1) |
|
1.20 |
|
|
0.50 |
|
1.42 |
Net unrealized and realized gains (losses) (2) |
|
(2.28) |
|
|
0.01 |
|
(2.22) |
Net increase (decrease) in net assets resulting from operations |
|
(1.08) |
|
|
0.51 |
|
(0.80) |
Distribution declared (3) |
|
(0.99) |
|
|
(0.41) |
|
(1.23) |
Net asset value at end of period |
$ |
22.97 |
|
$ |
22.97 |
$ |
22.97 |
|
|
|
|
|
|
|
|
Total return (4) |
|
(4.39)% |
|
|
2.18% |
|
(3.30)% |
Shares outstanding, end of period |
|
9,004,550 |
|
|
120,735 |
|
76,172,677 |
Weighted average shares outstanding |
|
4,969,834 |
|
|
65,048 |
|
60,255,568 |
|
|
|
|
|
|
|
|
Ratio/Supplemental Data |
|
|
|
|
|
|
|
Net assets at end of period |
$ |
206,789 |
|
$ |
2,772 |
$ |
1,749,312 |
Annualized ratio of net expenses to average net assets (5) |
|
6.64% |
|
|
8.13% |
|
4.62% |
Annualized ratio of net investment income to average net assets (5) |
|
7.64% |
|
|
8.49% |
|
8.07% |
Portfolio turnover rate |
|
53.48% |
|
|
53.48% |
|
53.48% |
Asset coverage per unit (9) |
|
1,948 |
|
|
1,948 |
|
1,948 |
81
_________________________________________________________________
_________________________________________________________________
Note 10. Subsequent Events
Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.
October Financial Update and Distribution Declaration
On October 1, 2023, the Company issued and sold 11,199,047 shares (consisting of 8,290,439 Class I shares, 2,861,620 Class S shares, and 46,988 Class D shares at an offering price of $24.55 per share for the Class I, Class S, and Class D shares), and the Company received approximately $274.9 million as payment for such shares.
On October 24, 2023, the Company's Board declared distributions of $0.1623 per Class S Share, $0.1748 per Class D share, and $0.1800 per Class I share which is payable on or around November 29, 2023 to shareholders of record as of October 31, 2023. Additionally, the Company will pay a special distribution of $0.02 per share on or around November 29, 2023 to all shareholders of record as of October 31, 2023.
November Subscriptions
The Company received approximately $220 million of net proceeds relating to the issuance of Class S shares, Class D shares, and Class I shares for subscriptions effective November 1, 2023.
Credit Facility Agreements
Merlin Funding LLC
On October 6, 2023, Merlin Funding LLC (“Merlin Funding”), a wholly owned, consolidated subsidiary of the Company, entered into a credit facility (the “Merlin Credit Facility”), among Merlin Funding as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as a lender, and Deutsche Bank National Trust Company, as collateral agent, account bank and collateral custodian. From time to time Merlin Funding expects to use amounts borrowed under the Merlin Credit Facility to acquire eligible assets from the secondary market, composed primarily of first priority broadly syndicated corporate loans. The Merlin Credit Facility provides for the ability to draw and re-draw revolving loans for a period of up to two years after the closing date unless the commitments are terminated sooner as provided in the Merlin Credit Facility credit agreement. Amounts drawn under the Merlin Credit Facility will bear interest at the 1-month secured overnight financing rate published by the Federal Reserve Bank of New York (the “Term SOFR”), in each case, plus a margin. Borrowings under the Merlin Funding Credit Agreement bear interest at Term SOFR plus a spread of (x) to and excluding October 6, 2025, 1.60%, (y) from October 6, 2025 and prior to April 6, 2026, 2.20% and (z) from April 6, 2026 and thereafter, 2.40%. The Company serves as warehouse collateral manager to Merlin Funding.
82
Amended and Restated Senior Secured Facility
On October 12, 2023, the Company amended and extended its Senior Secured Facility. Lender commitments under the Senior Secured Facility increased from $2.085 billion to $2.185 billion and the Senior Secured Facility’s “accordion” feature that allows the Company to increase the size of the Senior Secured Facility increased from approximately $2.753 billion to approximately $3.278 billion.
The final maturity date under the Senior Secured Facility was extended by over one year from March 11, 2027 to October 12, 2028. The covenants and representations and warranties the Company is required to comply with were also modified (including, among other things, that the minimum shareholders’ equity test was reset), but the remaining terms and conditions of the Senior Secured Facility remain substantially the same.
Terms used in the foregoing paragraphs have the meanings set forth in the Senior Secured Facility. The description above is only a summary of the material provisions of the Senior Secured Facility and does not purport to be complete and is qualified in its entirety by reference to the provisions in such Senior Secured Facility, which is attached as exhibits.
83
Report of Independent Registered Public Accounting Firm
To the shareholders and Board of Trustees of Apollo Debt Solutions BDC
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Apollo Debt Solutions BDC and subsidiaries (the “Company”) as of September 30, 2023, the related consolidated statements of operations and consolidated statements of changes in net assets for the three-month and nine-month periods ended September 30, 2023 and 2022, the consolidated statements of cash flows and the financial highlights for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the “interim financial information”). Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2022, the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein), and the financial highlights for the year then ended (not presented herein); and in our report dated March 16, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statements of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Deloitte & Touche LLP
New York, New York
November 9, 2023
84
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. The nine months ended September 30, 2023 represents the period from January 1, 2023 to September 30, 2023.
These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Apollo Debt Solutions BDC (the “Company,” “we”, “us”, or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).
85
Overview
We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on December 4, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the SEC. We also have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
Under our Investment Advisory Agreement, we have agreed to pay the Adviser a management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We invest primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by large private U.S. borrowers, with a strong emphasis on senior secured lending. While most of our investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. Our portfolio may also include equity interests such as common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (net assets plus borrowings for investment purposes) in debt instruments of varying maturities.
Most of the debt instruments we invest in are unrated or rated below investment grade, which is often an indication of size, credit worthiness and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, if our unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as “junk” or “high yield”, have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.
Investments
We focus primarily on loans and securities, including syndicated loans, of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.
Revenues
We generate revenues in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, is provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for us; and (iii) any internal audit group personnel of AGM or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.
With respect to costs incurred in connection with our organization and offering and all other costs incurred prior to the time we break escrow for the offering, the Adviser has agreed to advance all such costs on our behalf. Unless the Adviser elects to cover such expenses pursuant to the Expense Support and Conditional Reimbursement Agreement we entered into with the Adviser, we will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for our offering of common shares. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements that may be made by us in the future will not exceed actual expenses incurred by the Adviser and its affiliates.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders.
86
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support Agreement with the Adviser. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions”.
Recent Developments
Appointment of Chief Financial Officer
On June 2, 2023, Amit Joshi notified Apollo Debt Solutions BDC (the “Company”) of his intention to resign as Chief Financial Officer. Gregory Hunt has been serving as the Company’s Interim Chief Financial Officer while the Company completed its search for a permanent successor. On October 2, 2023, the Board of Trustees of the Company appointed Eric Rosenberg as the Company’s Chief Financial Officer, effective October 2, 2023.
Mr. Rosenberg (i) was not appointed as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Company’s trustees or other executive officers; (iii) has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant; and (iv) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as the Company’s Chief Financial Officer.
Mr. Rosenberg, 55, joined Apollo Global Management, Inc. (“Apollo”), an affiliate of the Company’s investment adviser, in 2023 as a Managing Director. Prior to joining Apollo, Mr. Rosenberg was Chief Operating Officer and Chief Financial Officer for a family investment office from February 2022 to June 2023. Previously, Mr. Rosenberg was Chief Financial Officer and Managing Director for Anchorage Capital Group from 2016 to 2022. Also, he was Chief Financial Officer and Managing Director for Blackstone Credit (formerly known as GSO Capital Partners) from 2008 to 2016. Prior to Blackstone, Mr. Rosenberg held various positions at Goldman Sachs from 1998 to 2008. Mr. Rosenberg started his career in public accounting with Anchin Block & Anchin (1990-1994) followed by Goldstein Golub Kessler (1994-1998). Mr. Rosenberg earned a Bachelor of Business Administration with a concentration in Accounting from Boston University, School of Management. Mr. Rosenberg is a Certified Public Accountant (CPA).
Appointment of Chief Operating Officer
On October 2, 2023, the Board of Trustees of the Company appointed Adam Eling as the Company’s Chief Operating Officer, effective October 2, 2023.
Mr. Eling (i) was not appointed as the Company’s Chief Operating Officer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Company’s trustees or other executive officers; (iii) has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant; and (iv) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as the Company’s Chief Operating Officer.
Mr. Eling, 41, joined Apollo in 2012 and is a member of Apollo’s Investment Chief Operating Officer’s team, which is responsible for evaluating and executing growth initiatives for Apollo’s credit platform (“Apollo Credit”). Mr. Eling’s responsibilities include developing and expanding Apollo’s credit investing capabilities from ideation through implementation and acting as an adviser to senior leadership of Apollo Credit in the evaluation and operation of all aspects of the platform with a strong emphasis on commercializing Apollo’s investment activities and “business building.” Since early 2023, Mr. Eling has served as Chief Operating Officer of Apollo’s Global Direct Lending business. Previously, Mr. Eling was involved in the development and execution of other strategic growth initiatives for Apollo, including the creation of Apollo’s dedicated efforts in Digital Assets, the development and expansion of Apollo’s Aviation Finance franchise, as well as the development of Apollo’s initial products for the wealth channel, including the creation and launch of Apollo Debt Solutions BDC. Prior to joining Apollo, Mr. Eling was an equity research analyst covering the financial services sector at Credit Suisse from 2006 to 2012. Mr. Eling graduated summa cum laude from University of Cincinnati with a BBA in Finance and International Business. He is a Chartered Financial Analyst (CFA).
In addition, see “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events” for a summary of recent developments.
87
Portfolio and Investment Activity
Our portfolio and investment activity during the three and nine months ended September 30, 2023 and 2022 were as follows:
|
|
|
|
|
|
|
|
|
|
||
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
(in thousands)* |
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Investments made in portfolio companies |
$ |
880,047 |
|
$ |
760,047 |
|
$ |
2,306,194 |
|
$ |
5,826,781 |
Investments sold |
|
(341,086) |
|
|
(423,540) |
|
|
(1,059,230) |
|
|
(1,436,468) |
Net activity before repaid investments |
$ |
538,961 |
|
$ |
336,507 |
|
$ |
1,246,964 |
|
$ |
4,390,313 |
Investments repaid |
|
(34,926) |
|
|
(30,981) |
|
|
(382,133) |
|
|
(238,403) |
Net investment activity |
$ |
504,035 |
|
$ |
305,526 |
|
$ |
864,831 |
|
$ |
4,151,910 |
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio companies at beginning of period |
|
146 |
|
|
128 |
|
|
128 |
|
|
— |
Number of new portfolio companies |
|
30 |
|
|
18 |
|
|
72 |
|
|
191 |
Number of exited portfolio companies |
|
(18) |
|
|
(19) |
|
|
(42) |
|
|
(64) |
Portfolio companies at end of period |
|
158 |
|
|
127 |
|
|
158 |
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
Number of investments made in existing portfolio companies |
|
18 |
|
|
10 |
|
|
22 |
|
|
29 |
* Totals may not foot due to rounding.
Our portfolio composition and weighted average yields as of September 30, 2023 and December 31, 2022 were as follows:
|
|
September 30, 2023 |
|
December 31, 2022 |
Portfolio composition, at fair value: |
|
|
|
|
First lien secured debt |
|
99.1% |
|
99.0% |
Second lien secured debt |
|
0.6% |
|
0.0% |
Unsecured debt and other |
|
0.3% |
|
1.0% |
Weighted average yields, at amortized cost (1): |
|
|
|
|
First lien secured debt (2) |
|
11.5% |
|
10.0% |
Second lien secured debt (2) |
|
11.0% |
|
— |
Unsecured debt and other (2) |
|
7.6% |
|
11.1% |
Total portfolio (3) |
|
11.5% |
|
10.1% |
Interest rate type, at fair value: |
|
|
|
|
Fixed rate amount |
|
$0.2 billion |
|
$0.1 billion |
Floating rate amount |
|
$5.1 billion |
|
$4.2 billion |
Fixed rate, as percentage of total |
|
3.9% |
|
1.5% |
Floating rate, as percentage of total |
|
96.1% |
|
98.5% |
Interest rate type, at amortized cost: |
|
|
|
|
Fixed rate amount |
|
$0.2 billion |
|
$0.1 billion |
Floating rate amount |
|
$5.1 billion |
|
$4.3 billion |
Fixed rate, as percentage of total |
|
4.1% |
|
2.1% |
Floating rate, as percentage of total |
|
95.9% |
|
97.9% |
Weighted average spread over reference rate of all floating rate investments |
|
5.8% |
|
5.5% |
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
88
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment Rating |
|
|
Description |
|
|
|
|
|
|
|
|
1 |
|
|
Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable; |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2; |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition; |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. |
||||||||
The following table shows the composition of our portfolio on the 1 to 5 rating scale as of September 30, 2023 and December 31, 2022:
|
|
September 30, 2023 |
|
December 31, 2022 |
||||||||
Investment Ranking |
|
Fair Value |
|
Percentage |
|
Fair Value |
|
Percentage |
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
$ |
8,406 |
|
|
0.2% |
|
$ |
8,536 |
|
|
0.2% |
2 |
|
|
5,103,489 |
|
|
96.5% |
|
|
4,220,721 |
|
|
98.0% |
3 |
|
|
175,337 |
|
|
3.3% |
|
|
79,635 |
|
|
1.8% |
4 |
|
|
— |
|
|
0.0% |
|
|
— |
|
|
0.0% |
5 |
|
|
— |
|
|
0.0% |
|
|
— |
|
|
0.0% |
Total |
|
$ |
5,287,232 |
|
|
100.0% |
|
$ |
4,308,892 |
|
|
100.0% |
89
Results of Operations
Operating results for the three and nine months ended September 30, 2023 and 2022 were as follows (dollar amounts in millions):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Total investment income |
$ |
148.1 |
|
$ |
78.5 |
|
$ |
396.7 |
|
$ |
145.6 |
Net expenses |
|
(68.5) |
|
|
(37.3) |
|
|
(188.5) |
|
|
(54.2) |
Net investment income |
|
79.6 |
|
|
41.2 |
|
|
208.3 |
|
|
91.4 |
Net realized gain (loss) |
|
6.6 |
|
|
1.0 |
|
|
1.2 |
|
|
(12.2) |
Net unrealized appreciation (depreciation) |
|
24.3 |
|
|
(4.9) |
|
|
108.0 |
|
|
(140.3) |
Net increase (decrease) in net assets resulting from operations |
$ |
110.4 |
|
$ |
37.2 |
|
$ |
317.5 |
|
$ |
(61.1) |
* Totals may not foot due to rounding.
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Additionally, as we commenced operations on January 7, 2022, many of the period over period changes resulted from our deployment of capital and increased balance of our investments. As a result, comparisons may not be meaningful.
Investment Income
Investment income, for the three and nine months ended September 30, 2023 and 2022 were as follows (dollar amounts in millions):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Investment Income |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
$ |
142.5 |
|
$ |
73.7 |
|
$ |
384.3 |
|
$ |
134.4 |
PIK interest income |
|
3.0 |
|
|
1.7 |
|
|
6.7 |
|
|
3.6 |
Dividend income |
|
0.1 |
|
|
— |
|
|
0.1 |
|
|
— |
Other income |
|
2.5 |
|
|
3.1 |
|
|
5.5 |
|
|
7.6 |
Total investment income |
$ |
148.1 |
|
$ |
78.5 |
|
$ |
396.7 |
|
$ |
145.6 |
* Totals may not foot due to rounding.
For the three months ended September 30, 2023, total investment income increased to $148.1 million from $78.5 million for the same period in the prior year primarily driven by our continuing deployment of capital and rising interest rates. The size of our investment portfolio at fair value increased to $5.3 billion at September 30, 2023 from $4.0 billion at September 30, 2022. Additionally, our weighted average yield on debt and income producing investments increased to 11.3% for the three months ended September 30, 2023 from 9.3% for the three months ended September 30, 2022 in the prior year. For the three months ended September 30, 2023 and 2022 payment-in-kind income represented 2.0% and 2.2% of total investment income, respectively.
For the nine months ended September 30, 2023, total investment income increased to $396.7 million from $145.6 million for the same period in the prior year primarily driven by our deployment of capital and rising interest rates. The size of our investment portfolio at fair value increased to $5.3 billion at September 30, 2023 from $4.0 billion at September 30, 2022. Additionally, our weighted average yield on debt and income producing investments increased to 10.9% for the nine months ended September 30, 2023 from 9.3% for the nine months ended September 30, 2022 in the prior year. For the nine months ended September 30, 2023 and 2022 payment-in-kind income represented 1.7% and 2.5% of total investment income, respectively.
While rising interest rates have favorably impacted our investment income during the three and nine months ended September 30, 2023, further interest rate increases and the resulting higher cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate increases occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.
90
Expenses
Expenses for the three and nine months ended September 30, 2023 and 2022 were as follows (dollar amounts in millions):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Management fees |
$ |
9.5 |
|
$ |
6.0 |
|
$ |
24.7 |
|
$ |
14.2 |
Performance-based incentive fees |
|
11.5 |
|
|
5.9 |
|
|
30.1 |
|
|
10.6 |
Interest and other debt expenses |
|
40.7 |
|
|
23.0 |
|
|
116.3 |
|
|
37.6 |
Organization costs |
|
— |
|
|
— |
|
|
— |
|
|
0.9 |
Offering costs |
|
— |
|
|
0.5 |
|
|
0.0 |
|
|
1.5 |
Trustees' fees |
|
0.1 |
|
|
0.1 |
|
|
0.3 |
|
|
0.3 |
Shareholder servicing fees |
|
1.1 |
|
|
0.4 |
|
|
2.5 |
|
|
0.7 |
Administrative service expenses |
|
0.7 |
|
|
0.6 |
|
|
2.0 |
|
|
1.8 |
Other general and administrative expenses |
|
3.4 |
|
|
1.6 |
|
|
8.1 |
|
|
4.6 |
Total expenses |
$ |
67.1 |
|
$ |
38.1 |
|
$ |
184.0 |
|
$ |
72.3 |
Management and performance-based incentive fees waived |
|
— |
|
|
(0.8) |
|
|
— |
|
|
(13.7) |
Expense support |
|
— |
|
|
— |
|
|
— |
|
|
(4.4) |
Expense support reimbursement |
|
1.5 |
|
|
— |
|
|
4.4 |
|
|
— |
Net Expenses |
$ |
68.5 |
|
$ |
37.3 |
|
$ |
188.5 |
|
$ |
54.2 |
* Totals may not foot due to rounding.
For the three and nine months ended September 30, 2023, net expenses were $68.5 and $188.5 million, respectively, primarily comprised of interest and other debt expenses.
Interest and other debt expenses
For the three months ended September 30, 2023, interest and other debt expenses increased to $40.7 million from $23.0 million for the same period in the prior year, primarily driven by increased borrowing expenses, due to rising interest rates, on our Senior Secured Facility, SPV Financing Facilities and Private Placements. The total annualized cost of debt increased to 7.8% for the three months ended September 30, 2023 from 4.6% for the same period in the prior year. The average principal debt outstanding remained flat, at $2.0 billion, for the three months ended September 30, 2023 compared to the same period in the prior year.
For the nine months ended September 30, 2023, interest and other debt expenses increased to $116.3 million from $37.6 million for the same period in the prior year, primarily driven by increased borrowings and borrowing expenses, due to rising interest rates, on our Senior Secured Facility, SPV Financing Facilities and Private Placements. The average principal debt outstanding increased to $2.1 billion for the nine months ended September 30, 2023 from $1.2 billion for the same period in the prior year, and total annualized cost of debt increased to 7.4% for the nine months ended September 30, 2023 from 4.3% for the same period in the prior year.
Management fees
For the three months ended September 30, 2023, gross management fees increased to $9.5 million from $6.0 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $3.0 billion for the three months ended September 30, 2023 from $1.9 billion for the three months ended September 30, 2022. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. The Adviser had waived management fees through July 7, 2022, which resulted in a waiver of $0.4 million for the three months ended September 30, 2022. No management fees have been waived for the three months ended September 30, 2023.
For the nine months ended September 30, 2023, gross management fees increased to $24.7 million from $14.2 million for the same period in the prior year, primarily due to an increase in average net assets. Our average net assets increased to $2.6 billion for the nine months ended September 30, 2023 from $1.6 billion for the nine months ended September 30, 2022. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. The Adviser had waived management fees through July 7, 2022, which resulted in a waiver of $8.6 million for the nine months ended September 30, 2022. No management fees have been waived for the nine months ended September 30, 2023.
91
Incentive fees
For the three months ended September 30, 2023, incentive fees increased to $11.5 million from $5.9 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. The Adviser had waived incentive fees through July 7, 2022, which resulted in a waiver of $0.4 million for the three months ended September 30, 2022. No incentive fees have been waived for the three months ended September 30, 2023.
For the nine months ended September 30, 2023, incentive fees increased to $30.1 million from $10.6 million for the same period in the prior year primarily due to our deployment of capital and increase in net investment income. The Adviser had waived incentive fees through July 7, 2022, which resulted in a waiver of $5.1 million for the nine months ended September 30, 2022. No incentive fees have been waived for the three months ended September 30, 2023.
Expense support
For the three months ended September 30, 2023, the Company did not receive expense support from the Adviser, and repaid the Adviser $1.5 million for expenses previously paid by the Adviser on behalf of the Company. For the three months ended September 30, 2022, the Company did not receive expense support from the Adviser and did not make any repayments.
For the nine months ended September 30, 2023, the Company did not receive expense support from the Adviser, and repaid the Adviser $4.4 million for expenses previously paid by the Adviser on behalf of the Company. For the nine months ended September 30, 2022, the Company received $4.4 million in expense support from the Adviser and did not make any repayments.
As of September 30, 2023, all expense support received by the Company has been repaid to the Adviser.
Net Realized Gain (Loss)
Net realized gains (losses) for the three and nine months ended September 30, 2023 and 2022 were comprised of the following (dollar amounts in millions):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Non-controlled/non-affiliated investments |
$ |
1.0 |
|
$ |
(4.1) |
|
$ |
(3.6) |
|
$ |
(17.5) |
Foreign currency transactions |
|
3.6 |
|
|
4.0 |
|
|
3.1 |
|
|
3.2 |
Foreign currency forward contracts |
|
2.0 |
|
|
1.1 |
|
|
1.7 |
|
|
2.1 |
Net realized gains (losses) |
$ |
6.6 |
|
$ |
1.0 |
|
$ |
1.2 |
|
$ |
(12.2) |
* Totals may not foot due to rounding.
For the three and nine months ended September 30, 2023, we recognized gross realized gains on investments of $8.0 million and $35.4 million, respectively, and gross realized losses on investments of $7.0 million and $39.0 million, respectively, resulting in net realized gains on investments of $1.0 million for the three months ended September 30, 2023, and net realized losses on investments of $3.6 million for the nine months ended September 30, 2023, primarily from full or partial sales of our liquid debt investments.
For the three and nine months ended September 30, 2022, we recognized gross realized gains on investments of $17.8 million and $123.4 million, respectively, and gross realized losses on investments of $21.9 million and $140.9 million, respectively, resulting in net realized losses on investments of $4.1 million and $17.5 million, respectively, primarily from full or partial sales of our liquid debt investments.
92
Net Unrealized Gain (Loss)
Net unrealized gains (losses) for the three and nine months ended September 30, 2023 and 2022 were comprised of the following (dollar amounts in millions):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||
Non-controlled/non-affiliated investments |
$ |
8.9 |
|
$ |
(19.9) |
|
$ |
102.6 |
|
$ |
(160.0) |
Foreign currency forward contracts |
|
1.1 |
|
|
0.5 |
|
|
0.8 |
|
|
0.6 |
Foreign currency translations |
|
14.2 |
|
|
14.5 |
|
|
4.6 |
|
|
19.1 |
Net unrealized gains (losses) |
$ |
24.3 |
|
$ |
(4.9) |
|
$ |
108.0 |
|
$ |
(140.3) |
* Totals may not foot due to rounding.
For the three months ended September 30, 2023, we recognized gross unrealized gains on investments of $43.2 million and gross unrealized losses on investments of $34.3 million, resulting in net change in unrealized gains of $8.9 million for the third fiscal quarter of 2023. The fair value of our debt investments as a percentage of principal increased from 95.4% as of June 30, 2023 to 97.9% as of September 30, 2023, driven by strong portfolio company fundamentals and performance of the syndicated loan market and changes in the economic outlook.
For the nine months ended September 30, 2023, we recognized gross unrealized gains on investments of $122.2 million and gross unrealized losses on investments of $19.6 million, resulting in net change in unrealized gains of $102.6 million on investments year-to-date. The fair value of our debt investments as a percentage of principal increased from 96.3% as of December 31, 2023 to 97.9% as of September 30, 2023, driven by strong portfolio company fundamentals and performance of the syndicated loan market and changes in the economic outlook.
For the three months ended September 30, 2022, we recognized gross unrealized gains on investments of $0.2 million and gross unrealized losses on investments of $20.1 million, resulting in net change in unrealized losses of $19.9 million in the third fiscal quarter of 2022. The capital depreciation noted on the investment portfolio was primarily driven by continued volatility in the syndicated loan market, primarily driven by inflationary concerns.
For the nine months ended September 30, 2022, we recognized gross unrealized gains on investments of $4.4 million and gross unrealized losses on investments of $164.4 million, resulting in net change in unrealized losses of $160.0 million year-to-date. The capital depreciation noted on the investment portfolio was primarily driven by volatility in the syndicated loan market, driven by inflationary concerns and the Russia/Ukraine conflict.
The net unrealized gains (losses) amounts include the impact of transferring unrealized appreciation (depreciation) to realized gains (losses) due to sale and paydown activity.
93
Interest Rate Swaps
The Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities, and has designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” and "Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 5. Derivative Instruments" for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Foreign Currency Transactions and Translations” for additional disclosure regarding the carrying value of our debt.
Liquidity and Capital Resources
The Company’s liquidity and capital resources are generated and generally available through our continuous offering of common shares and debt offerings, our Senior Secured Facility (as defined in Note 6 of the consolidated financial statements), investments in special purpose entities in which we may hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.
As of September 30, 2023, we had three asset based leverage facilities, seven unsecured debt issuances and one revolving credit facility outstanding. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities, including debt securitizations and unsecured debt. Any such incurrence or issuance may be from sources within the U.S. or from various foreign geographies or jurisdictions, and may be denominated in currencies other than the U.S. Dollar. Additionally, any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.
We believe that our current cash and cash equivalents on hand, our short-term investments, our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.
Cash Equivalents
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the consolidated financial statements.) At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.
94
Debt
See Note 6 to the consolidated financial statements for information on the Company’s debt.
The following table shows the contractual maturities of our debt obligations as of September 30, 2023:
|
|
|
Payments Due by Period* |
||||||||||||
(in millions) |
|
|
Total |
|
|
Less than 1 Year |
|
|
1 to 3 Years |
|
|
3 to 5 Years |
|
|
More than 5 Years |
Senior Secured Facility (1) |
|
$ |
384 |
|
$ |
— |
|
$ |
— |
|
$ |
384 |
|
$ |
— |
SPV Financing Facilities (2) |
|
|
1,176 |
|
|
— |
|
|
315 |
|
|
861 |
|
|
— |
Unsecured Notes |
|
|
846 |
|
|
— |
|
|
421 |
|
|
425 |
|
|
— |
Total Debt Obligations |
|
$ |
2,406 |
|
$ |
— |
|
$ |
736 |
|
$ |
1,670 |
|
$ |
— |
* Totals may not foot due to rounding.
Net Assets
See Note 7 to the consolidated financial statements for information on the Company’s common shares and related capital activities.
Distributions
The following table summarizes our distributions declared and payable for the nine months ended September 30, 2023 (dollar amounts in thousands, except per share amounts):
|
|
|
|
|
|
Class S Distributions |
|
Class D Distributions |
|
Class I Distributions |
|
||||||||||||
Record Date |
|
Declaration Date |
|
Payment Date |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
||||||
January 31, 2023 |
|
January 20, 2023 |
|
February 24, 2023 |
|
$ |
0.1433 |
|
$ |
1,631 |
|
$ |
0.1551 |
|
$ |
18 |
|
$ |
0.1600 |
|
$ |
13,422 |
|
February 28, 2023 |
|
February 17, 2023 |
|
March 29, 2023 |
|
|
0.1446 |
|
|
1,703 |
|
|
0.1555 |
|
|
18 |
|
|
0.1600 |
|
|
13,675 |
|
February 28, 2023 |
|
January 20, 2023 |
|
March 29, 2023 |
|
|
0.0200 |
|
|
236 |
|
|
0.0200 |
|
|
2 |
|
|
0.0200 |
|
|
1,709 |
(1) |
March 31, 2023 |
|
March 24, 2023 |
|
April 26, 2023 |
|
|
0.1428 |
|
|
1,803 |
|
|
0.1550 |
|
|
20 |
|
|
0.1600 |
|
|
14,193 |
|
March 31, 2023 |
|
January 20, 2023 |
|
April 26, 2023 |
|
|
0.0200 |
|
|
253 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,774 |
(1) |
April 28, 2023 |
|
April 20, 2023 |
|
May 26, 2023 |
|
|
0.1434 |
|
|
1,964 |
|
|
0.1551 |
|
|
22 |
|
|
0.1600 |
|
|
14,345 |
|
April 28, 2023 |
|
January 20, 2023 |
|
May 26, 2023 |
|
|
0.0200 |
|
|
274 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,793 |
(1) |
May 31, 2023 |
|
May 23, 2023 |
|
June 28, 2023 |
|
|
0.1427 |
|
|
2,169 |
|
|
0.1549 |
|
|
22 |
|
|
0.1600 |
|
|
14,759 |
|
May 31, 2023 |
|
April 20, 2023 |
|
June 28, 2023 |
|
|
0.0200 |
|
|
304 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,845 |
(1) |
June 30, 2023 |
|
June 23, 2023 |
|
July 27, 2023 |
|
|
0.1433 |
|
|
2,392 |
|
|
0.1551 |
|
|
22 |
|
|
0.1600 |
|
|
15,329 |
|
June 30, 2023 |
|
May 23, 2023 |
|
July 27, 2023 |
|
|
0.0200 |
|
|
334 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,916 |
(1) |
July 30, 2023 |
|
June 23, 2023 |
|
August 29, 2023 |
|
|
0.0200 |
|
|
381 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
1,945 |
|
July 31, 2023 |
|
July 20, 2023 |
|
August 29, 2023 |
|
|
0.1425 |
|
|
2,715 |
|
|
0.1549 |
|
|
22 |
|
|
0.1600 |
|
|
15,557 |
(1) |
August 31, 2023 |
|
August 23, 2023 |
|
September 27, 2023 |
|
|
0.1424 |
|
|
2,948 |
|
|
0.1548 |
|
|
25 |
|
|
0.1600 |
|
|
16,333 |
|
August 31, 2023 |
|
July 20, 2023 |
|
September 27, 2023 |
|
|
0.0200 |
|
|
414 |
|
|
0.0200 |
|
|
3 |
|
|
0.0200 |
|
|
2,042 |
(1) |
September 30, 2023 |
|
September 21, 2023 |
|
October 27, 2023 |
|
|
0.1629 |
|
|
3,888 |
|
|
0.1750 |
|
|
35 |
|
|
0.1800 |
|
|
19,779 |
|
|
|
|
|
|
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
|
* Totals may not foot due to rounding.
95
The following table presents distributions that were declared during the nine months ended September 30, 2022 (dollar amounts in thousands, except per share amounts):
|
|
|
|
|
|
Class S Distributions |
|
Class D Distributions |
|
Class I Distributions |
||||||||||||
Record Date |
Declaration Date |
|
Payment Date |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|
Per Share |
|
Amount* |
|||||||
January 31, 2022 |
|
January 31, 2022 |
|
March 7, 2022 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
0.1045 |
|
$ |
2,744 |
February 28, 2022 |
|
February 28, 2022 |
|
April 1, 2022 |
|
|
0.1245 |
|
|
22 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
6,096 |
March 29, 2022 |
|
March 29, 2022 |
|
April 29, 2022 |
|
|
0.1229 |
|
|
225 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
7,472 |
April 30, 2022 |
|
April 21, 2022 |
|
May 26, 2022 |
|
|
0.1235 |
|
|
426 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
8,388 |
May 31, 2022 |
|
May 20, 2022 |
|
June 28, 2022 |
|
|
0.1230 |
|
|
576 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
9,105 |
June 30, 2022 |
|
June 22, 2022 |
|
July 28, 2022 |
|
|
0.1242 |
|
|
717 |
|
|
— |
|
|
— |
|
|
0.1408 |
|
|
9,404 |
July 29, 2022 |
|
July 25, 2022 |
|
August 29, 2022 |
|
|
0.1243 |
|
|
842 |
|
|
0.1359 |
|
|
3 |
|
|
0.1408 |
|
|
10,012 |
August 31, 2022 |
|
August 23, 2022 |
|
September 28, 2022 |
|
|
0.1239 |
|
|
956 |
|
|
0.1358 |
|
|
7 |
|
|
0.1408 |
|
|
10,366 |
September 30, 2022 |
|
September 22, 2022 |
|
October 28, 2022 |
|
|
0.1243 |
|
|
1,120 |
|
|
0.1360 |
|
|
16 |
|
|
0.1408 |
|
|
10,760 |
|
|
|
|
|
|
$ |
0.9907 |
|
$ |
4,883 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
* Totals may not foot due to rounding.
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2023 (dollar amounts in thousands, except per share amounts):
|
|
Class S |
|
Class D |
|
Class I |
||||||||||||
Source of Distribution |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
Net investment income |
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
Net realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions in excess of net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
$ |
1.4479 |
|
$ |
23,409 |
|
$ |
1.5554 |
|
$ |
224 |
|
$ |
1.6000 |
|
$ |
150,416 |
The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the nine months ended September 30, 2022 (dollar amounts in thousands, except per share amounts):
|
|
Class S |
|
Class D |
|
Class I |
||||||||||||
Source of Distribution |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
Net investment income |
|
$ |
0.9907 |
|
$ |
4,884 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
Net realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Distributions in excess of net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
$ |
0.9907 |
|
$ |
4,884 |
|
$ |
0.4077 |
|
$ |
27 |
|
$ |
1.2309 |
|
$ |
74,347 |
96
To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investments.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our Senior Secured Facility and SPV Financing Facilities may limit our ability to declare distributions if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC. With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.
Share Repurchase Program
At the discretion of our Board of Trustees, the Company has commenced a share repurchase program in which it has the ability to repurchase the Company’s common shares outstanding as of the close of the previous calendar quarter. The Board of Trustees may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board of Trustees suspend the share repurchase program, the Board of Trustees will consider whether the continued suspension of the program is in the best interests of the Company and shareholders on a quarterly basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (the "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2023 (dollar amounts in thousands, except per share amounts):
Repurchase Deadline Request |
|
Number of Shares Repurchased (all classes) |
|
Percentage of Outstanding Shares Repurchased (1) |
|
Price Paid Per Share |
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes) (3) |
|
Maximum number of shares that may yet be purchased under the repurchase plan (2) |
March 15, 2023 |
|
5,512,759 |
|
5.94% |
|
$23.82 |
|
March 31, 2023 |
|
$131,283 |
|
— |
June 14, 2023 |
|
3,630,463 |
|
3.78% |
|
$24.18 |
|
June 30, 2023 |
|
87,781 |
|
1,167,048 |
September 14, 2023 |
|
1,991,895 |
|
1.83% |
|
$24.55 |
|
September 30, 2023 |
|
48,894 |
|
3,458,546 |
(1) Percentage is based on total shares as of the close of the previous calendar quarter
(2) All repurchase requests were satisfied in full
(3) Amounts shown net of Early Repurchase Deduction
97
The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2022 (dollar amounts in thousands, except per share amounts):
Repurchase Deadline Request |
|
Number of Shares Repurchased (all classes) |
|
Percentage of Outstanding Shares Repurchased (1) |
|
Price Paid Per Share |
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes) (3) |
|
Maximum number of shares that may yet be purchased under the repurchase plan (2) |
June 17, 2022 |
|
81,278 |
|
0.11% |
|
$22.87 |
|
June 30, 2022 |
|
$1,821 |
|
2,745,085 |
September 13, 2022 |
|
252,244 |
|
0.01% |
|
$22.97 |
|
September 30, 2022 |
|
5,677 |
|
3,623,806 |
(1) Percentage is based on total shares as of the close of the previous calendar quarter
(2) All repurchase requests were satisfied in full
(3) Amounts shown net of Early Repurchase Deduction
Equity
On July 22, 2021, an affiliate of the Adviser purchased 2,000 shares of the Company’s common shares of beneficial interest at $25.00 per share.
As of January 7, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board of Trustees had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 26,258,912 shares (consisting entirely of Class I shares; no Class S or Class D shares were issued or sold as of such date), and the escrow agent released net proceeds of approximately $657 million to the Company as payment for such shares. Apollo and its employees, including the Company’s executive officers, owned approximately $3 million of shares as of January 7, 2022.
Contractual Obligations
We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have also entered into an Expense Support Agreement with the Adviser to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Advisory Agreements, reimbursements under the Administration Agreement and support and reimbursements under the Expense Support Agreement are described in “Item 8. Consolidated Financial Statements and Supplementary Data —Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”
We intend to establish one or more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over LIBOR or an alternative reference rate. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.
Off-Balance Sheet Arrangements
The Adviser has agreed to bear all expenses incurred prior to us breaking escrow for the offering, including our organization and offering expenses, through the date on which we break escrow for the initial offering of its common shares. We will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering. The total organization and offering costs incurred through September 30, 2023 were $2.9 million.
We entered into a warehousing transaction (the “Warehousing Transaction”) whereby we agreed, subject to certain conditions, to purchase certain assets from parties unaffiliated with the Adviser. The warehousing transaction, i.e. the Facility Agreement, was designed to assist us in deploying capital upon receipt of subscriptions, and related primarily to originated or anchor investments in middle market loans. For additional information see “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Commitments and Contingencies.”
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business.
On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including Apollo Debt Solutions BDC, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. Plaintiffs seek to have the amendments in question declared void. No reasonable estimate of possible loss, if any, can be made at this time.
Management is not aware of any pending or threatened material litigation as of September 30, 2023 other than the matter disclosed above.
98
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the following:
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”
Critical Accounting Estimates
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates should be read in connection with our risk factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, and “Item 1. Consolidated Financial Statements —Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies.” of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
Investments
Investment transactions are all recorded on a trade date basis. Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Investment transactions that have not yet settled as of the period-end date are reported as a receivable for investments sold and a payable for investments purchased, respectively, in the Consolidated Statements of Assets and Liabilities.
Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment. The cost of investments is relieved using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Pursuant to Rule 2a-5 under the 1940 Act, our Board of Trustees has designated the Adviser as its "valuation designee” to perform the fair value determinations for investments held by us without readily available market quotations. The Company's Board of Trustees continues to be responsible for overseeing the processes for determining fair valuation.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to verify whether market quotations are deemed to represent fair value, the Adviser, looks at certain factors including the source and nature of the quotations. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.
If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.
99
With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:
Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. During the nine months ended September 30, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant:
Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had an active market existed for such investments and may differ materially from the values that we may ultimately realize.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
100
Fair Value of Financial Instruments
The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.
See Notes 2 & 4 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.
101
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the war in Russia and Ukraine and the COVID-19 pandemic introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors.
Investment valuation risk
Because there is not a readily available market value for most of the investments in our portfolio, we value most of our portfolio investments at fair value as determined in good faith by our Board of Trustees based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our Board of Trustees to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and “—Fair Value Measurements” as well as Notes 2 and 4 to our consolidated financial statements for the three and nine months ended September 30, 2023, for more information relating to our investment valuation.
Interest Rate Risk
Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of September 30, 2023, 96% of our debt portfolio investments bore interest at variable rates, which generally are SOFR based (or based on an equivalent applicable currency rate) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Our Senior Secured Facility and SPV Financing Facilities bear interest at SOFR rates with no interest rate floor. Our Unsecured Notes, which bear interest at fixed rates, are hedged by entering into fixed to floating interest rate swaps, in order to align the interest rates of our liabilities in our investment portfolio. As of September 30, 2023, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications was delayed until June 30, 2023. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. Please see “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies". Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of the LIBOR-indexed, floating-rate debt securities in our portfolio or the cost of our borrowings.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of September 30, 2023, assuming no changes in our investment and borrowing structure:
Basis Point Change |
|
Net Investment Income |
|
Net Investment Income Per Share |
||
(in millions) |
|
|
|
|
|
|
Up 200 basis points |
|
$ |
48.6 |
|
$ |
0.368 |
Up 150 basis points |
|
|
36.4 |
|
|
0.276 |
Up 100 basis points |
|
|
24.3 |
|
|
0.184 |
Up 50 basis points |
|
|
12.1 |
|
|
0.092 |
Down 50 basis points |
|
|
(12.1) |
|
|
(0.092) |
Down 100 basis points |
|
|
(24.3) |
|
|
(0.184) |
Down 150 basis points |
|
|
(36.4) |
|
|
(0.276) |
Down 200 basis points |
|
|
(48.6) |
|
|
(0.368) |
We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.
102
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changes in Internal Controls Over Financial Reporting
Management has not identified any change in the Company’s internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
103
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.
On March 14, 2023, certain First Lien and Second Lien holders of debt issued by Mitel filed a complaint in New York State Court captioned Ocean Trails CLO VII et al v. MLN TopCo Ltd., et al, Index No. 651327/2023, against certain other First Lien and Second Lien debt holders, including Apollo Debt Solutions BDC, alleging, among other things, that the defendant lenders breached the terms of their lending agreements and the New York Uniform Voidable Transfer Act in connection with certain amendments to the relevant documents governing the debt. Plaintiffs seek to have the amendments in question declared void. No reasonable estimate of possible loss, if any, can be made at this time.
Other than the matter disclosed above, we are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us.
Item 1A. Risk Factors
In addition to the other information set forth in this report and as provided below, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
104
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
Refer to our Current Reports on Form 8-K filed with SEC on July 20, 2023, August 23, 2023, and September 25, 2023 for information about unregistered sales of our equity securities during the quarter.
Shares Repurchases
We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board of Trustees may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.
The following table presents information with respect to the Company’s share repurchases during the nine months ended September 30, 2023 (dollar amounts in thousands, except per share amounts):
Repurchase Deadline Request |
|
Number of Shares Repurchased (all classes) |
|
Percentage of Outstanding Shares Repurchased (1) |
|
Price Paid Per Share |
|
Repurchase Pricing Date |
|
Amount Repurchased (all classes) (3) |
|
Maximum number of shares that may yet be purchased under the repurchase plan (2) |
March 15, 2023 |
|
5,512,759 |
|
5.94% |
|
$23.82 |
|
March 31, 2023 |
|
$131,283 |
|
— |
June 14, 2023 |
|
3,630,463 |
|
3.78% |
|
$24.18 |
|
June 30, 2023 |
|
87,781 |
|
1,167,048 |
September 14, 2023 |
|
1,991,895 |
|
1.83% |
|
$24.55 |
|
September 30, 2023 |
|
48,894 |
|
3,458,546 |
(1) Percentage is based on total shares as of the close of the previous calendar quarter
(2) All repurchase requests were satisfied in full
(3) Amounts shown net of Early Repurchase Deduction
105
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the fiscal quarter ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
106
Item 6. Exhibits
Exhibit Number |
Description of Exhibits |
3.1 |
Declaration of Trust of the Registrant (1) |
3.2 |
First Amended and Restated Declaration of Trust of the Registrant (2) |
3.3 |
Second Amended and Restated Declaration of Trust of the Registrant (3) |
3.4 |
Amended and Restated Agreement and Declaration of Trust of the Registrant (4) |
3.5 |
Amended and Restated Agreement and Declaration of Trust of the Registrant (5) |
3.6 |
Second Amended and Restated Agreement and Declaration of Trust of the Registrant (6) |
3.7 |
Third Amended and Restarted Declaration of Trust of the Registrant (7) |
3.8 |
Second Amended and Restated Bylaws of the Registrant (8) |
10.1 |
Credit Agreement, dated October 6, 2023, Merlin Funding LLC, as borrower, Apollo Debt Solutions BDC, in its capacity as subordinated lender, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent and as a lender, and Deutsche Bank National Trust Company, as Collateral Agent, account bank and collateral custodian. (9) |
10.2 |
Security Agreement, dated October 6, 2023, by and among Merlin Funding LLC, as borrower, Morgan Stanley Senior Funding, Inc. as Administrative Agent and Deutsche Bank National Trust Company, as Collateral Agent. (10) |
10.3 |
Warehouse Collateral Management Agreement, dated October 6, 2023, by and between Merlin Funding LLC, as borrower and Apollo Debt Solutions BDC, as warehouse collateral manager. (11) |
10.4 |
Amended and Restated Senior Secured Revolving Credit Agreement dated October 12, 2023, between Apollo Debt Solutions BDC, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (12) |
31.1 |
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 |
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 |
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
32.2 |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
101.INS |
Inline XBRL Instance Document* |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document* |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document* |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document* |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
104 |
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)* |
* |
Filed Herewith |
_________________________________
107
108
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
||
/s/ Earl Hunt Earl Hunt |
|
Chairperson, Chief Executive Officer and Trustee |
|
November 9, 2023 |
|
|
|
||
/s/ Eric Rosenberg Eric Rosenberg |
|
Chief Financial Officer |
|
November 9, 2023 |
109