Exhibit 99.1 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Consolidated Financial Statements for the years ended December 31, 2019, 2018, and 2017 

 

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Table of Contents 

 

 

|                                                                      | Page(s) |
|---------------------------------------------------------------------------|---------|
|                                                                      |    |
| Report of Independent Auditors                                            | 1       |
|                                                                      |    |
| Financial Statements:                                                     |    |
|                                                                      |    |
| Consolidated Statements of Assets, Liabilities and Members’ Capital | 2       |
|                                                                      |    |
| Consolidated Statements of Operations                                     | 3       |
|                                                                      |    |
| Consolidated Statements of Changes in Members’ Capital              | 4       |
|                                                                      |    |
| Consolidated Statements of Cash Flows                                     | 5       |
|                                                                      |    |
| Consolidated Schedules of Investments                                     | 6-17    |
|                                                                      |    |
| Notes to Consolidated Financial Statements                                | 18-28   |

 

 

 

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Report of Independent Auditors

 

To the Board of Directors of THL Credit Logan JV LLC:

We have audited the accompanying consolidated financial statements of THL Credit Logan JV LLC and its subsidiary (the “Company”), which comprise the consolidated statements of assets, liabilities, and members' capital, including the consolidated schedules of investments as of December 31, 2019 and 2018, and the related consolidated statements of operations, of changes in members' capital and of cash flows for each of the three years in the period ended December 31, 2019.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of THL Credit Logan JV LLC and its subsidiary as of December 31, 2019 and 2018, and the results of their operations, changes in their members’ capital and their cash flows for each of the three years in the period ended December 31, 2019 in accordance with accounting principles generally accepted in the United States of America.

 

 

/s/ PricewaterhouseCoopers LLP

 

Boston, Massachusetts

March 5, 2020

 

 

1

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THL Credit Logan JV LLC 

Consolidated Statements of Assets, Liabilities and Members’ Capital 

As of December 31, 2019 and 2018 

 

 

|                                                                                                                                                                               |   | 2019   |        |   | 2018   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|
| Assets                                                                                                                                                                             |   |   |        |   |   |   |   |   |
| Investments at fair value (cost $340,083,379 and $337,104,247, respectively)                                                                                                       |   | $      | 332,181,728 |   |   | $      | 329,771,204 |   |
| Cash and cash equivalents                                                                                                                                                          |   |   | 11,560,071  |   |   |   | 26,867,919 |   |
| Interest and fees receivable                                                                                                                                                       |   |   | 1,316,733   |   |   |   | 1,137,544 |   |
| Receivable for investments sold and paydown of investments                                                                                                                         |   |   | 2,917,850   |   |   |   | 1,056,516 |   |
| Total assets                                                                                                                                                                       |   | $      | 347,976,382 |   |   | $      | 358,833,183 |   |
| Liabilities and Members’ Capital                                                                                                                                             |   |   |        |   |   |   |   |   |
| Liabilities                                                                                                                                                                        |   |   |        |   |   |   |   |   |
| Loans payable ($236,141,123 and $241,679,121 face amounts, respectively, reported

   net of unamortized debt issuance costs of $1,519,639 and $2,322,632, respectively) |   | $      | 234,621,484 |   |   | $      | 239,356,489 |   |
| Distribution payable                                                                                                                                                               |   |   | 3,650,000   |   |   |   | 3,360,000 |   |
| Payable for investments purchased                                                                                                                                                  |   |   | 2,888,182   |   |   |   | 7,342,000 |   |
| Accrued credit facility expense                                                                                                                                                    |   |   | 2,365,145   |   |   |   | 2,571,500 |   |
| Accrued expenses                                                                                                                                                                   |   |   | 210,728     |   |   |   | 172,000 |   |
| Total liabilities                                                                                                                                                                  |   | $      | 243,735,539 |   |   | $      | 252,801,989 |   |
| Commitments and contingencies (Note 9)                                                                                                                                             |   |   |        |   |   |   |   |   |
| Members’ Capital                                                                                                                                                             |   |   |        |   |   |   |   |   |
| Paid in capital                                                                                                                                                                    |   | $      | 121,750,000 |   |   | $      | 115,750,000 |   |
| Accumulated deficit                                                                                                                                                                |   |   | (17,509,157 | )      |   |   | (9,718,806 | ) |
| Members’ capital                                                                                                                                                             |   |   | 104,240,843 |   |   |   | 106,031,194 |   |
| Total liabilities and members’ capital                                                                                                                                       |   | $      | 347,976,382 |   |   | $      | 358,833,183 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

2

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THL Credit Logan JV LLC 

Consolidated Statements of Operations 

For the years ended December 31, 2019, 2018, and 2017 

 

 

|                                                                          |   | 2019   |       |   | 2018   |   |       | 2017   |   |
|-------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|--------|
| Investment Income                                                             |   |   |       |   |   |   |       |   |   |   |   |   |
| Interest income                                                               |   | $      | 25,190,249 |   |   | $      | 22,626,925 |   |   | $ | 16,996,380 |   |
| Other income                                                                  |   |   | 117,514    |   |   |   | 182,822    |   |   |   | 417,141 |   |
| Total investment income                                                       |   |   | 25,307,763 |   |   |   | 22,809,747 |   |   |   | 17,413,521 |   |
| Expenses                                                                      |   |   |       |   |   |   |       |   |   |   |   |   |
| Credit facility interest and fees                                             |   |   | 11,838,691 |   |   |   | 9,769,526  |   |   |   | 5,861,844 |   |
| Amortization of deferred financing costs                                      |   |   | 805,229    |   |   |   | 740,789    |   |   |   | 468,483 |   |
| Professional fees                                                             |   |   | 95,340     |   |   |   | 96,000     |   |   |   | 99,406 |   |
| Other general and administrative expenses                                     |   |   | 361,430    |   |   |   | 329,460    |   |   |   | 265,839 |   |
| Total expenses                                                                |   |   | 13,100,690 |   |   |   | 10,935,775 |   |   |   | 6,695,572 |   |
| Net investment income                                                         |   |   | 12,207,073 |   |   |   | 11,873,972 |   |   |   | 10,717,949 |   |
| Realized (Loss) Gain and Change in Unrealized Depreciation on Investments     |   |   |       |   |   |   |       |   |   |   |   |   |
| Net realized (loss) gain                                                      |   |   | (7,078,816 | )      |   |   | (2,132,328 | )      |   |   | 1,133,423 |   |
| Net change in unrealized depreciation on investments                          |   |   | (568,608   | )      |   |   | (5,022,870 | )      |   |   | (3,134,738 | ) |
| Net realized (loss) gain and change in unrealized depreciation on investments |   |   | (7,647,424 | )      |   |   | (7,155,198 | )      |   |   | (2,001,315 | ) |
| Net increase in members’ capital resulting from operations              |   | $      | 4,559,649  |   |   | $      | 4,718,774  |   |   | $ | 8,716,634 |   |

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

3

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THL Credit Logan JV LLC 

Consolidated Statements of Changes in Members’ Capital 

For the years ended December 31, 2019, 2018, and 2017  

 

 

| Members’ capital, December 31, 2016            |   | $      | 74,670,786  |   |
|------------------------------------------------------|--------|--------|-------------|--------|
| Contributions                                        |   |   | 10,000,000  |   |
| Distributions                                        |   |   | (11,625,000 | )      |
| Net investment income                                |   |   | 10,717,949  |   |
| Net realized gain                                    |   |   | 1,133,423   |   |
| Net change in unrealized depreciation on investments |   |   | (3,134,738  | )      |
| Members’ capital, December 31, 2017            |   | $      | 81,762,420  |   |
| Contributions                                        |   |   | 32,000,000  |   |
| Distributions                                        |   |   | (12,450,000 | )      |
| Net investment income                                |   |   | 11,873,972  |   |
| Net realized loss                                    |   |   | (2,132,328  | )      |
| Net change in unrealized depreciation on investments |   |   | (5,022,870  | )      |
| Members’ capital, December 31, 2018            |   | $      | 106,031,194 |   |
| Contributions                                        |   |   | 10,000,000  |   |
| Return of capital                                    |   |   | (4,000,000  | )      |
| Distributions                                        |   |   | (12,350,000 | )      |
| Net investment income                                |   |   | 12,207,073  |   |
| Net realized loss                                    |   |   | (7,078,816  | )      |
| Net change in unrealized depreciation on investments |   |   | (568,608    | )      |
| Members’ capital, December 31, 2019            |   | $      | 104,240,843 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

4

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THL Credit Logan JV LLC 

Consolidated Statements of Cash Flows 

For the years ended December 31, 2019, 2018, and 2017 

 

 

|                                                                                                                                                         |   | 2019   |         |   | 2018   |   |         | 2017   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|--------|--------|--------------|--------|--------|
| Cash flows from operating activities:                                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Net increase in members’ capital resulting from operations                                                                                             |   | $      | 4,559,649    |   |   | $      | 4,718,774    |   |   | $ | 8,716,634 |   |
| Adjustments to reconcile net (decrease) increase in members’ capital resulting from

   operations to net cash used in operating activities: |   |   |         |   |   |   |         |   |   |   |   |   |
| Net change in unrealized depreciation on investments                                                                                                         |   |   | 568,608      |   |   |   | 5,022,870    |   |   |   | 3,134,738 |   |
| Net realized loss (gain)                                                                                                                                     |   |   | 7,078,816    |   |   |   | 2,132,328    |   |   |   | (1,133,423 | ) |
| Amortization of deferred financing costs                                                                                                                     |   |   | 805,229      |   |   |   | 740,789      |   |   |   | 468,483 |   |
| Accretion of discount                                                                                                                                        |   |   | (994,590     | )      |   |   | (1,203,605   | )      |   |   | (2,316,674 | ) |
| Increase in investments due to PIK                                                                                                                           |   |   | —      |   |   |   | —      |   |   |   | (29,894 | ) |
| Purchase of investments                                                                                                                                      |   |   | (100,531,577 | )      |   |   | (195,767,808 | )      |   |   | (170,454,801 | ) |
| Proceeds from sales and repayments of investments                                                                                                            |   |   | 85,153,067   |   |   |   | 109,812,981  |   |   |   | 124,561,998 |   |
| Changes in operating assets and liabilities:                                                                                                                 |   |   |         |   |   |   |         |   |   |   |   |   |
| Increase in interest receivable                                                                                                                              |   |   | (179,189     | )      |   |   | (231,091     | )      |   |   | (264,692 | ) |
| (Decrease) increase in accrued credit facility expense                                                                                                       |   |   | (206,355     | )      |   |   | 873,582      |   |   |   | 499,318 |   |
| Increase (decrease) in accrued expenses                                                                                                                      |   |   | 38,728       |   |   |   | 16,000       |   |   |   | (12,000 | ) |
| Net cash used in operating activities                                                                                                                        |   |   | (3,707,614   | )      |   |   | (73,885,180  | )      |   |   | (36,830,313 | ) |
| Cash flows from financing activities:                                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Repayments to credit facility                                                                                                                                |   |   | (22,000,000  | )      |   |   | —      |   |   |   | — |   |
| Borrowings under credit facility                                                                                                                             |   |   | 16,462,002   |   |   |   | 72,047,588   |   |   |   | 40,374,283 |   |
| Contributions received                                                                                                                                       |   |   | 10,000,000   |   |   |   | 32,000,000   |   |   |   | 10,000,000 |   |
| Return of capital                                                                                                                                            |   |   | (4,000,000   | )      |   |   | —      |   |   |   | — |   |
| Distributions paid                                                                                                                                           |   |   | (12,060,000  | )      |   |   | (12,390,000  | )      |   |   | (12,520,000 | ) |
| Financing costs paid                                                                                                                                         |   |   | (2,236       | )      |   |   | (1,541,564   | )      |   |   | (234,913 | ) |
| Net cash (used in) provided by financing activities                                                                                                          |   |   | (11,600,234  | )      |   |   | 90,116,024   |   |   |   | 37,619,370 |   |
| Net (decrease) increase in cash                                                                                                                              |   |   | (15,307,848  | )      |   |   | 16,230,844   |   |   |   | 789,057 |   |
| Cash and cash equivalents, beginning of year                                                                                                                 |   |   | 26,867,919   |   |   |   | 10,637,075   |   |   |   | 9,848,018 |   |
| Cash and cash equivalents, end of year                                                                                                                       |   | $      | 11,560,071   |   |   | $      | 26,867,919   |   |   | $ | 10,637,075 |   |
| Supplemental Disclosure of Cash Flow Information:                                                                                                            |   |   |         |   |   |   |         |   |   |   |   |   |
| Cash interest paid                                                                                                                                           |   |   | 12,012,296   |   |   |   | 8,895,945    |   |   |   | 5,329,393 |   |
| Supplemental Disclosure of Non Cash Flow Information:                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Securities issued in restructuring of investments                                                                                                            |   |   | 1,577,377    |   |   |   | —      |   |   |   | 869,704 |   |
| PIK income earned                                                                                                                                            |   |   | —      |   |   |   | —      |   |   |   | 29,894 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

5

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THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2019 

 

 

| Company/Security/Country(11)                      |   | Industry                                       |   | Interest Rate (1)    |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair Value (2) |   |
|---------------------------------------------------|--------|------------------------------------------------|--------|----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|----------------|--------|
| Senior Secured First Lien Term Loans              |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |
| Australia                                         |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| Ticketek Pty Ltd (9)                              |   | Services: Consumer                             |   | 6.16% (LIBOR +4.25%) |   | 11/22/2019                 |   | 11/23/2026     |   | $                   | 1,500,000 |   |            | $      | 1,485,000 |           |   | $ | 1,500,000 |   |
| Total Australia                                   |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            | $      | 1,485,000 |           |   | $ | 1,500,000 |   |
| Canada                                            |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| Avison Young Canada,

   Inc.           |   | Services: Business                             |   | 6.91% (LIBOR +5%)    |   | 03/07/2019                 |   | 02/01/2026     |   | $                   | 3,963,741 |   |            | $      | 3,892,831 |           |   | $ | 3,902,639 |   |
| PNI Canada Acquireco

   Corp           |   | High Tech Industries                           |   | 6.3% (LIBOR +4.5%)   |   | 10/31/2018                 |   | 10/31/2025     |   |                | 1,716,000 |   |            |   | 1,708,808 |           |   |   | 1,697,415 |   |
| Total Canada                                      |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            | $      | 5,601,639 |           |   | $ | 5,600,054 |   |
| Germany                                           |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| Rhodia Acetow                                     |   | Consumer goods:

Non-Durable                   |   | 7.42% (LIBOR +5.5%)  |   | 04/21/2017                 |   | 05/31/2023     |   | $                   | 975,000   |   |            | $      | 966,675   |           |   | $ | 887,250 |   |
| VAC Germany Holding

   GmbH            |   | Metals & Mining                            |   | 5.94% (LIBOR +4%)    |   | 02/26/2018                 |   | 03/08/2025     |   |                | 2,947,500 |   |            |   | 2,936,579 |           |   |   | 2,520,113 |   |
| Total Germany                                     |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            | $      | 3,903,254 |           |   | $ | 3,407,363 |   |
| Luxembourg                                        |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| Travelport Finance                                |   | Services: Consumer                             |   | 6.94% (LIBOR +5%)    |   | 03/18/2019                 |   | 05/30/2026     |   | $                   | 2,992,500 |   |            | $      | 2,937,404 |           |   | $ | 2,806,965 |   |
| Total Luxembourg                                  |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            | $      | 2,937,404 |           |   | $ | 2,806,965 |   |
| United Kingdom                                    |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| Auxey Bidco Ltd.                                  |   | Services: Consumer                             |   | 6.8% (LIBOR +5%)     |   | 08/07/2018                 |   | 06/16/2025     |   | $                   | 5,000,000 |   |            | $      | 4,836,237 |           |   | $ | 4,850,000 |   |
| Connect Finco SARL (9)                            |   | Telecommunications                             |   | 6.41% (LIBOR +4.5%)  |   | 09/23/2019                 |   | 12/11/2026     |   |                | 1,431,818 |   |            |   | 1,403,182 |           |   |   | 1,442,443 |   |
| EG Group                                          |   | Retail                                         |   | 5.96% (LIBOR +4%)    |   | 03/23/2018                 |   | 02/07/2025     |   |                | 2,816,521 |   |            |   | 2,805,937 |           |   |   | 2,810,958 |   |
| Total United Kingdom                              |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            | $      | 9,045,356 |           |   | $ | 9,103,401 |   |
| United States of America                          |   |                                           |   |                 |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| 1A Smart Start, LLC (13)                          |   | Services: Consumer                             |   | 6.3%(LIBOR +4.5%)    |   | 08/28/2015                 |   | 02/21/2022     |   | $                   | 4,302,393 |   |            | $      | 4,291,001 |           |   | $ | 4,302,393 |   |
| A Place for Mom, Inc.                             |   | Media: Advertising,

Printing & Publishing |   | 5.55% (LIBOR +3.75%) |   | 07/28/2017                 |   | 08/10/2024     |   |                | 3,910,000 |   |            |   | 3,897,061 |           |   |   | 3,851,350 |   |
| A10 Capital, LLC (13)                             |   | Banking, Finance, Insurance & Real Estate  |   | 8.24% (LIBOR +6.5%)  |   | 04/25/2018                 |   | 05/01/2023     |   |                | 5,000,000 |   |            |   | 4,966,740 |           |   |   | 4,950,000 |   |
| Achilles Acquisition, LLC                         |   | Banking, Finance, Insurance & Real Estate  |   | 5.81% (LIBOR +4%)    |   | 10/04/2018                 |   | 10/03/2025     |   |                | 3,970,000 |   |            |   | 3,961,774 |           |   |   | 4,017,144 |   |
| Advanced Integration

   Technology, LP |   | Aerospace & Defense                        |   | 6.55% (LIBOR +4.75%) |   | 07/15/2016                 |   | 04/03/2023     |   |                | 1,935,275 |   |            |   | 1,924,782 |           |   |   | 1,903,827 |   |
| Advisor Group Holdings,

   Inc.        |   | Banking, Finance, Insurance & Real Estate  |   | 6.8% (LIBOR +5%)     |   | 07/31/2019                 |   | 07/31/2026     |   |                | 1,714,286 |   |            |   | 1,698,089 |           |   |   | 1,704,651 |   |
| AG Parent Holdings, LLC                           |   | High Tech Industries                           |   | 6.91% (LIBOR +5%)    |   | 07/30/2019                 |   | 07/31/2026     |   |                | 2,666,667 |   |            |   | 2,641,550 |           |   |   | 2,648,893 |   |
| AgroFresh Inc.                                    |   | Chemicals, Plastics & Rubber               |   | 6.55% (LIBOR +4.75%) |   | 12/01/2015                 |   | 07/31/2021     |   |                | 1,914,787 |   |            |   | 1,910,741 |           |   |   | 1,637,143 |   |
| Air Medical Group

   Holdings, Inc.    |   | Healthcare & Pharmaceuticals               |   | 6.05% (LIBOR +4.25%) |   | 09/26/2017                 |   | 03/14/2025     |   |                | 2,205,000 |   |            |   | 2,192,991 |           |   |   | 2,144,363 |   |
| Alcami Carolinas Corp                             |   | Healthcare & Pharmaceuticals               |   | 6.05% (LIBOR +4.25%) |   | 07/09/2018                 |   | 07/06/2025     |   |                | 3,950,000 |   |            |   | 3,934,242 |           |   |   | 3,634,000 |   |
| Alchemy US Holdco 1,

   LLC            |   | Chemicals, Plastics & Rubber               |   | 7.29% (LIBOR +5.5%)  |   | 10/01/2018                 |   | 10/10/2025     |   |                | 1,950,000 |   |            |   | 1,925,832 |           |   |   | 1,921,364 |   |
| AMCP Clean Acquisition

   Co, LLC      |   | Wholesale                                      |   | 6.19% (LIBOR +4.25%) |   | 07/10/2018                 |   | 06/16/2025     |   |                | 2,383,065 |   |            |   | 2,373,531 |           |   |   | 2,329,446 |   |
| AMCP Clean Acquisition

   Co, LLC      |   | Wholesale                                      |   | 6.19% (LIBOR +4.25%) |   | 07/10/2018                 |   | 06/16/2025     |   |                | 576,606   |   |            |   | 574,299   |           |   |   | 563,632 |   |
| American Sportsman

   Holdings Co      |   | Retail                                         |   | 6.8% (LIBOR +5%)     |   | 11/22/2016                 |   | 09/25/2024     |   |                | 3,910,000 |   |            |   | 3,874,343 |           |   |   | 3,905,934 |   |
| Ansira Holdings, Inc. (3) (13)                    |   | Media: Diversified & Production            |   | 7.55% (LIBOR +5.75%) |   | 04/17/2018                 |   | 12/20/2022     |   |                | 609,184   |   |            |   | 400,804   |           |   |   | 341,481 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

6

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THL Credit Logan JV LLC     

Consolidated Schedule of Investments     

As of December 31, 2019    

 

| Company/Security/Country (11)                                           |   | Industry                                      |   | Interest Rate (1)     |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair Value (2) |   |
|------------------------------------------------------------------------------|--------|-----------------------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|----------------|--------|
| Ansira Holdings, Inc. (13)                                                   |   | Media: Diversified & Production           |   | 7.55% (LIBOR +5.75%)  |   | 12/20/2016                 |   | 12/20/2022     |   | $                   | 1,831,160 |   |            | $      | 1,822,062 |           |   | $ | 1,648,044 |   |
| AP Gaming I, LLC                                                             |   | Hotel, Gaming & Leisure                   |   | 5.3% (LIBOR +3.5%)    |   | 06/06/2016                 |   | 02/15/2024     |   |                | 2,437,891 |   |            |   | 2,433,719 |           |   |   | 2,450,080 |   |
| APC Aftermarket                                                              |   | Automotive                                    |   | 6.91% (LIBOR +5%)     |   | 11/11/2019                 |   | 05/09/2025     |   |                | 184,294   |   |            |   | 139,522   |           |   |   | 172,814 |   |
| APC Aftermarket                                                              |   | Automotive                                    |   | 6.9% (LIBOR +5%)      |   | 11/12/2019                 |   | 05/10/2024     |   |                | 329,195   |   |            |   | 236,637   |           |   |   | 157,740 |   |
| APFS Staffing Holdings,

   Inc.                                   |   | Services: Consumer                            |   | 6.79% (LIBOR +5%)     |   | 04/04/2019                 |   | 04/15/2026     |   |                | 1,990,000 |   |            |   | 1,953,817 |           |   |   | 1,990,000 |   |
| AQA Acquisition

   Holdings, Inc.                                 |   | High Tech Industries                          |   | 6.19% (LIBOR +4.25%)  |   | 10/01/2018                 |   | 05/24/2023     |   |                | 1,974,684 |   |            |   | 1,974,684 |           |   |   | 1,964,810 |   |
| Ascend Performance

   Materials Operations,

   LLC     |   | Chemicals, Plastics & Rubber              |   | 7.19% (LIBOR +5.25%)  |   | 08/16/2019                 |   | 08/27/2026     |   |                | 1,147,125 |   |            |   | 1,125,241 |           |   |   | 1,158,596 |   |
| Avaya, Inc.                                                                  |   | Telecommunications                            |   | 5.99% (LIBOR +4.25%)  |   | 11/09/2017                 |   | 12/15/2024     |   |                | 2,344,982 |   |            |   | 2,327,029 |           |   |   | 2,308,048 |   |
| Axiom Global, Inc.                                                           |   | Services: Business                            |   | 6.85% (LIBOR +4.75%)  |   | 09/25/2019                 |   | 10/01/2026     |   |                | 3,000,000 |   |            |   | 2,970,842 |           |   |   | 2,988,750 |   |
| Barbri, Inc.                                                                 |   | Media: Diversified & Production           |   | 6.46% (LIBOR +4.25%)  |   | 12/01/2017                 |   | 12/01/2023     |   |                | 3,121,622 |   |            |   | 3,111,379 |           |   |   | 3,074,797 |   |
| BCP Qualtek Merger

   Sub, LLC                                    |   | Telecommunications                            |   | 8.18% (LIBOR +6.25%)  |   | 07/16/2018                 |   | 07/18/2025     |   |                | 3,875,000 |   |            |   | 3,813,238 |           |   |   | 3,787,813 |   |
| Big Ass Fans, LLC                                                            |   | Capital Equipment                             |   | 5.69% (LIBOR +3.75%)  |   | 11/07/2017                 |   | 05/21/2024     |   |                | 2,449,635 |   |            |   | 2,441,348 |           |   |   | 2,463,426 |   |
| Big River Steel, LLC                                                         |   | Metals & Mining                           |   | 6.94% (LIBOR +5%)     |   | 08/15/2017                 |   | 08/23/2023     |   |                | 1,955,000 |   |            |   | 1,943,056 |           |   |   | 1,959,281 |   |
| BI-LO, LLC                                                                   |   | Retail                                        |   | 9.89% (LIBOR +8%)     |   | 05/15/2018                 |   | 05/31/2024     |   |                | 1,477,500 |   |            |   | 1,433,778 |           |   |   | 1,369,768 |   |
| Brand Energy &

   Infrastructure

   Services, Inc. |   | Energy: Oil & Gas                         |   | 6.12% (LIBOR +4.25%)  |   | 06/16/2017                 |   | 06/21/2024     |   |                | 2,925,000 |   |            |   | 2,906,202 |           |   |   | 2,921,344 |   |
| California Cryobank,

   LLC                                       |   | Healthcare & Pharmaceuticals              |   | 5.94% (LIBOR +4%)     |   | 08/03/2018                 |   | 08/06/2025     |   |                | 3,168,229 |   |            |   | 3,155,531 |           |   |   | 3,148,586 |   |
| Cambium Learning,

   Inc.                                         |   | Services: Consumer                            |   | 6.3% (LIBOR +4.5%)    |   | 12/18/2018                 |   | 12/18/2025     |   |                | 1,980,000 |   |            |   | 1,894,473 |           |   |   | 1,920,600 |   |
| Canister International

   Group Inc.                              |   | Forest Products & Paper                   |   | 6.51% (LIBOR +4.75%)  |   | 12/18/2019                 |   | 12/21/2026     |   |                | 2,000,000 |   |            |   | 1,980,039 |           |   |   | 2,008,750 |   |
| CC Amulet Intermediate,

   LLC (4) (10) (13)                      |   | Healthcare & Pharmaceuticals              |   | 6.66% (LIBOR +4.75%)  |   | 06/18/2018                 |   | 04/30/2020     |   |                | 1,538,462 |   |            |   | (2,723    | )              |   |   | (3,846 | ) |
| CC Amulet Intermediate,

   LLC (13)                               |   | Healthcare & Pharmaceuticals              |   | 6.55% (LIBOR +4.75%)  |   | 06/18/2018                 |   | 04/30/2024     |   |                | 3,409,615 |   |            |   | 3,384,414 |           |   |   | 3,401,091 |   |
| Cengage Learning Acquisitions,

   Inc.                            |   | Media: Advertising, Printing & Publishing |   | 6.05% (LIBOR +4.25%)  |   | 11/07/2019                 |   | 06/07/2023     |   |                | 2,992,248 |   |            |   | 2,774,392 |           |   |   | 2,869,087 |   |
| Clarity Telecom, LLC                                                         |   | Telecommunications                            |   | 6.3% (LIBOR +4.5%)    |   | 06/27/2019                 |   | 08/31/2026     |   |                | 3,990,000 |   |            |   | 3,951,978 |           |   |   | 4,019,925 |   |
| Clarkson Eyecare, LLC                                                        |   | Healthcare & Pharmaceuticals              |   | 8.05% (LIBOR +6.25%)  |   | 08/21/2019                 |   | 04/02/2021     |   |                | 2,094,750 |   |            |   | 2,060,377 |           |   |   | 2,063,329 |   |
| Clarkson Eyecare, LLC                                                        |   | Healthcare & Pharmaceuticals              |   | 8.05% (LIBOR +6.25%)  |   | 08/21/2019                 |   | 04/02/2021     |   |                | 1,396,500 |   |            |   | 1,373,584 |           |   |   | 1,375,553 |   |
| Clear Balance Holdings,

   LLC (13)                               |   | Banking, Finance, Insurance & Real Estate |   | 7.69% (LIBOR +5.75%)  |   | 07/07/2015                 |   | 10/05/2023     |   |                | 4,783,123 |   |            |   | 4,769,385 |           |   |   | 4,783,123 |   |
| Commercial Barge Line Co                                                     |   | Transportation: Cargo                         |   | 10.68% (LIBOR +8.75%) |   | 11/06/2015                 |   | 11/12/2020     |   |                | 1,237,500 |   |            |   | 1,226,932 |           |   |   | 643,500 |   |
| Constellis Holdings,

   LLC (13)                                  |   | Aerospace & Defense                       |   | 11.74% (LIBOR +10%)   |   | 12/16/2019                 |   | 12/16/2020     |   |                | 363,746   |   |            |   | 363,746   |           |   |   | 363,746 |   |
| Constellis Holdings,

   LLC (12)                                  |   | Aerospace & Defense                       |   | 6.93% (LIBOR +5%)     |   | 04/18/2017                 |   | 04/21/2024     |   |                | 1,955,000 |   |            |   | 1,942,981 |           |   |   | 830,875 |   |
| Conyers Park Parent

   Merger Sub, Inc.                           |   | Beverage, Food & Tobacco                  |   | 5.73% (LIBOR +3.75%)  |   | 06/21/2017                 |   | 07/07/2024     |   |                | 1,955,000 |   |            |   | 1,948,651 |           |   |   | 1,976,994 |   |
| CT Technologies

   Intermediate

   Holdings, Inc.      |   | Healthcare & Pharmaceuticals              |   | 6.05% (LIBOR +4.25%)  |   | 02/11/2015                 |   | 12/01/2021     |   |                | 1,900,450 |   |            |   | 1,903,286 |           |   |   | 1,797,826 |   |
| Deerfield Holdings Corp                                                      |   | Banking, Finance, Insurance & Real Estate |   | 5.05% (LIBOR +3.25%)  |   | 12/06/2017                 |   | 02/13/2025     |   |                | 245,625   |   |            |   | 245,173   |           |   |   | 245,383 |   |
| Discovery Practice

   Management, Inc. (13)                       |   | Healthcare & Pharmaceuticals              |   | 6.3% (LIBOR +4.5%)    |   | 07/22/2019                 |   | 06/15/2024     |   |                | 4,974,791 |   |            |   | 4,952,182 |           |   |   | 4,912,606 |   |
| Drilling Info, Inc.                                                          |   | High Tech Industries                          |   | 6.05% (LIBOR +4.25%)  |   | 07/27/2018                 |   | 07/30/2025     |   |                | 4,443,138 |   |            |   | 4,425,347 |           |   |   | 4,420,922 |   |

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

7

----

 

THL Credit Logan JV LLC     

Consolidated Schedule of Investments     

As of December 31, 2019     

 

 

| Company/Security/Country (11)                          |   | Industry                                        |   | Interest Rate (1)    |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair Value (2) |   |
|--------------------------------------------------------|--------|-------------------------------------------------|--------|----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|----------------|--------|
| DXP Enterprises, Inc.                                  |   | Wholesale                                       |   | 6.55% (LIBOR +4.75%) |   | 08/16/2017                 |   | 08/29/2023     |   | $                   | 1,466,250 |   |            | $      | 1,457,277 |           |   | $ | 1,471,748 |   |
| E2open, LLC (13)                                       |   | Transportation: Cargo                           |   | 7.66% (LIBOR +5.75%) |   | 06/21/2019                 |   | 11/26/2024     |   |                | 4,987,500 |   |            |   | 4,942,226 |           |   |   | 4,937,625 |   |
| Eliassen Group, LLC (13)                               |   | Services: Business                              |   | 6.3% (LIBOR +4.5%)   |   | 10/19/2018                 |   | 11/05/2024     |   |                | 4,643,956 |   |            |   | 4,624,791 |           |   |   | 4,620,736 |   |
| Empower Payments

   Acquisition             |   | Services: Business                              |   | 5.94% (LIBOR +4%)    |   | 10/05/2018                 |   | 10/05/2025     |   |                | 3,960,000 |   |            |   | 3,951,741 |           |   |   | 3,964,950 |   |
| Evo Payments

   International, LLC          |   | Banking, Finance,

Insurance & Real

Estate |   | 5.06% (LIBOR +3.25%) |   | 12/08/2016                 |   | 12/22/2023     |   |                | 2,567,862 |   |            |   | 2,553,245 |           |   |   | 2,587,660 |   |
| Gold Standard Baking,

   Inc. (12) (13)     |   | Wholesale                                       |   | 6.5% (LIBOR +4.5%)   |   | 05/19/2015                 |   | 07/23/2022     |   |                | 2,528,421 |   |            |   | 2,390,918 |           |   |   | 1,238,926 |   |
| Golden West Packaging

   Group, LLC         |   | Containers, Packaging & Glass               |   | 7.55% (LIBOR +5.75%) |   | 02/09/2018                 |   | 06/20/2023     |   |                | 4,618,880 |   |            |   | 4,603,747 |           |   |   | 4,607,333 |   |
| Granite Holdings US

   Acquisition Co       |   | Capital Equipment                               |   | 7.21% (LIBOR +5.25%) |   | 09/25/2019                 |   | 09/30/2026     |   |                | 2,926,000 |   |            |   | 2,840,616 |           |   |   | 2,940,630 |   |
| Great Dane Merger

   Sub, Inc.              |   | High Tech Industries                            |   | 5.3% (LIBOR +3.5%)   |   | 05/02/2018                 |   | 05/21/2025     |   |                | 2,955,000 |   |            |   | 2,943,651 |           |   |   | 2,914,369 |   |
| Gruden Acquisition, Inc.                               |   | Transportation: Cargo                           |   | 7.44% (LIBOR +5.5%)  |   | 06/21/2017                 |   | 08/18/2022     |   |                | 1,949,239 |   |            |   | 1,924,155 |           |   |   | 1,954,112 |   |
| Higginbotham Insurance

   Agency, Inc.      |   | Banking, Finance,

Insurance & Real

Estate |   | 5.8% (LIBOR +4%)     |   | 12/14/2017                 |   | 12/19/2024     |   |                | 4,900,000 |   |            |   | 4,882,416 |           |   |   | 4,777,500 |   |
| Hoffman Southwest

   Corporation (13)       |   | Environmental

Industries                       |   | 6.44% (LIBOR +4.5%)  |   | 05/16/2019                 |   | 08/14/2023     |   |                | 1,610,023 |   |            |   | 1,596,150 |           |   |   | 1,593,923 |   |
| Hornblower Sub, LLC                                    |   | Hotel, Gaming

& Leisure                    |   | 6.44% (LIBOR +4.5%)  |   | 03/08/2019                 |   | 04/27/2025     |   |                | 1,771,192 |   |            |   | 1,763,281 |           |   |   | 1,779,676 |   |
| Idera, Inc.                                            |   | High Tech Industries                            |   | 6.3% (LIBOR +4.5%)   |   | 06/27/2017                 |   | 06/28/2024     |   |                | 2,308,095 |   |            |   | 2,293,175 |           |   |   | 2,319,647 |   |
| Infoblox, Inc.                                         |   | High Tech Industries                            |   | 6.3% (LIBOR +4.5%)   |   | 11/03/2016                 |   | 11/07/2023     |   |                | 2,114,146 |   |            |   | 2,086,103 |           |   |   | 2,126,482 |   |
| Institutional Shareholder

   Services, Inc. |   | Services: Business                              |   | 6.44% (LIBOR +4.5%)  |   | 03/04/2019                 |   | 03/05/2026     |   |                | 1,985,000 |   |            |   | 1,967,439 |           |   |   | 1,955,225 |   |
| Intermedia Holdings, Inc.                              |   | Telecommunications                              |   | 7.8% (LIBOR +6%)     |   | 07/13/2018                 |   | 07/11/2025     |   |                | 2,970,000 |   |            |   | 2,946,310 |           |   |   | 2,977,425 |   |
| International Textile

   Group, Inc.        |   | Consumer

goods: Durable                        |   | 6.69% (LIBOR +5%)    |   | 04/20/2018                 |   | 05/01/2024     |   |                | 962,500   |   |            |   | 959,013   |           |   |   | 798,875 |   |
| Isagenix International,

   LLC              |   | Services: Consumer                              |   | 7.7% (LIBOR +5.75%)  |   | 04/26/2018                 |   | 06/14/2025     |   |                | 1,848,782 |   |            |   | 1,834,353 |           |   |   | 1,329,274 |   |
| Liaison                                                |   | Services: Business                              |   | 6.41% (LIBOR +4.5%)  |   | 12/13/2019                 |   | 12/20/2026     |   |                | 2,500,000 |   |            |   | 2,493,762 |           |   |   | 2,506,250 |   |
| LifeScan Global Corp                                   |   | Healthcare &

Pharmaceuticals               |   | 8.06% (LIBOR +6%)    |   | 06/19/2018                 |   | 10/01/2024     |   |                | 2,092,500 |   |            |   | 2,042,626 |           |   |   | 2,003,569 |   |
| LSCS Holdings, Inc.                                    |   | Healthcare &

Pharmaceuticals               |   | 6.31% (LIBOR +4.25%) |   | 03/09/2018                 |   | 03/17/2025     |   |                | 2,270,406 |   |            |   | 2,261,921 |           |   |   | 2,247,702 |   |
| MAG DS Corp.                                           |   | Aerospace & Defense                         |   | 6.55% (LIBOR +4.75%) |   | 06/01/2018                 |   | 05/30/2025     |   |                | 2,955,000 |   |            |   | 2,932,030 |           |   |   | 2,940,225 |   |
| Mavenir Systems, Inc.                                  |   | Telecommunications                              |   | 7.91% (LIBOR +6%)    |   | 05/01/2018                 |   | 05/08/2025     |   |                | 1,970,000 |   |            |   | 1,939,810 |           |   |   | 1,960,150 |   |
| MDVIP, Inc.                                            |   | Healthcare &

Pharmaceuticals               |   | 6.05% (LIBOR +4.25%) |   | 11/10/2017                 |   | 11/14/2024     |   |                | 2,218,546 |   |            |   | 2,215,108 |           |   |   | 2,207,453 |   |
| Merrill Communications,

   LLC              |   | Media: Advertising,

Printing & Publishing  |   | 7.09% (LIBOR +5%)    |   | 09/26/2019                 |   | 09/25/2026     |   |                | 2,000,000 |   |            |   | 1,980,546 |           |   |   | 2,019,999 |   |
| Miller’s Ale House, Inc.                         |   | Hotel, Gaming

& Leisure                    |   | 6.96% (LIBOR +4.75%) |   | 05/24/2018                 |   | 05/21/2025     |   |                | 2,364,000 |   |            |   | 2,354,767 |           |   |   | 2,163,059 |   |
| Nasco Healthcare, Inc. (13)                            |   | Healthcare &

Pharmaceuticals               |   | 6.7% (LIBOR +4.5%)   |   | 07/13/2015                 |   | 06/30/2021     |   |                | 4,442,762 |   |            |   | 4,437,196 |           |   |   | 4,442,762 |   |
| National Seating &

   Mobility, Inc.    |   | Healthcare &

Pharmaceuticals               |   | 7.19% (LIBOR +5.25%) |   | 11/12/2019                 |   | 11/16/2026     |   |                | 2,312,500 |   |            |   | 2,289,748 |           |   |   | 2,306,719 |   |
| New Insight Holdings,

   Inc.               |   | Services: Business                              |   | 7.41% (LIBOR +5.5%)  |   | 12/08/2017                 |   | 12/20/2024     |   |                | 1,960,000 |   |            |   | 1,890,326 |           |   |   | 1,962,695 |   |
| NextCare, Inc. (5) (10) (13)                           |   | Healthcare &

Pharmaceuticals               |   | 6.41% (LIBOR +4.5%)  |   | 02/13/2018                 |   | 06/30/2024     |   |                | 630,036   |   |            |   | (4,550    | )              |   |   | (6,300 | ) |
| NextCare, Inc. (13)                                    |   | Healthcare &

Pharmaceuticals               |   | 6.3% (LIBOR +4.5%)   |   | 02/13/2018                 |   | 06/30/2024     |   |                | 3,816,667 |   |            |   | 3,788,716 |           |   |   | 3,778,501 |   |

 

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

8

----

 

THL Credit Logan JV LLC     

Consolidated Schedule of Investments     

As of December 31, 2019     

 

 

| Company/Security/Country (11)                                      |   | Industry                                      |   | Interest Rate (1)    |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair Value (2) |   |
|--------------------------------------------------------------------|--------|-----------------------------------------------|--------|----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|----------------|--------|
| Northern Star

   Holdings, Inc.                         |   | Utilities: Electric                           |   | 6.56% (LIBOR +4.5%)  |   | 03/28/2018                 |   | 03/28/2025     |   | $                   | 4,175,625 |   |            | $      | 4,159,917 |           |   | $ | 4,112,991 |   |
| Oak Point Partners,

   LLC (13)                         |   | Banking, Finance, Insurance & Real Estate |   | 6.99% (LIBOR +5.25%) |   | 09/13/2017                 |   | 09/13/2023     |   |                | 2,925,000 |   |            |   | 2,902,455 |           |   |   | 2,895,750 |   |
| OB Hospitalist Group,

   Inc.                           |   | Healthcare & Pharmaceuticals              |   | 5.95% (LIBOR +4%)    |   | 08/08/2017                 |   | 08/01/2024     |   |                | 2,191,714 |   |            |   | 2,184,483 |           |   |   | 2,169,797 |   |
| Odyssey Logistics &

   Technology Corporation       |   | Transportation: Cargo                         |   | 5.8% (LIBOR +4%)     |   | 10/06/2017                 |   | 10/12/2024     |   |                | 1,943,300 |   |            |   | 1,936,006 |           |   |   | 1,921,437 |   |
| Orion Business

   Innovations (13)                      |   | High Tech Industries                          |   | 6.45% (LIBOR +4.5%)  |   | 03/04/2019                 |   | 10/21/2024     |   |                | 827,083   |   |            |   | 819,992   |           |   |   | 822,948 |   |
| Orion Business

   Innovations (13)                      |   | High Tech Industries                          |   | 6.45% (LIBOR +4.5%)  |   | 10/18/2018                 |   | 10/19/2024     |   |                | 2,476,411 |   |            |   | 2,456,424 |           |   |   | 2,464,029 |   |
| OSM MSO, LLC (13)                                                  |   | Healthcare & Pharmaceuticals              |   | 6.94% (LIBOR +5%)    |   | 10/16/2018                 |   | 08/09/2023     |   |                | 3,898,052 |   |            |   | 3,868,839 |           |   |   | 3,742,130 |   |
| Output Services

   Group, Inc.                          |   | Services: Business                            |   | 6.3% (LIBOR +4.5%)   |   | 03/26/2018                 |   | 03/21/2024     |   |                | 4,424,566 |   |            |   | 4,407,307 |           |   |   | 3,748,639 |   |
| Park Place Technologies,

   LLC                         |   | High Tech Industries                          |   | 5.8% (LIBOR +4%)     |   | 03/22/2018                 |   | 03/22/2025     |   |                | 2,304,900 |   |            |   | 2,296,237 |           |   |   | 2,297,225 |   |
| Parts Town                                                         |   | Beverage, Food & Tobacco                  |   | 7.45% (LIBOR +5.5%)  |   | 11/07/2019                 |   | 10/15/2025     |   |                | 1,000,000 |   |            |   | 995,113   |           |   |   | 997,500 |   |
| Patriot Rail Co, LLC                                               |   | Transportation: Cargo                         |   | 7.22% (LIBOR +5.25%) |   | 10/15/2019                 |   | 10/11/2026     |   |                | 3,500,000 |   |            |   | 3,431,872 |           |   |   | 3,526,250 |   |
| PH Beauty Holdings

   III, Inc.                         |   | Containers, Packaging & Glass             |   | 6.8% (LIBOR +5%)     |   | 10/04/2018                 |   | 09/28/2025     |   |                | 2,962,500 |   |            |   | 2,937,799 |           |   |   | 2,829,188 |   |
| Pivotal Payments                                                   |   | Services: Business                            |   | 6.8% (LIBOR +5%)     |   | 09/27/2018                 |   | 09/29/2025     |   |                | 3,719,480 |   |            |   | 3,695,733 |           |   |   | 3,747,376 |   |
| PLH Group, Inc.                                                    |   | Energy: Oil & Gas                         |   | 7.89% (LIBOR +6%)    |   | 08/01/2018                 |   | 07/25/2023     |   |                | 3,909,822 |   |            |   | 3,839,462 |           |   |   | 3,787,641 |   |
| Polar US Borrower                                                  |   | Chemicals, Plastics & Rubber              |   | 6.79% (LIBOR +4.75%) |   | 08/21/2018                 |   | 10/15/2025     |   |                | 2,970,000 |   |            |   | 2,871,435 |           |   |   | 2,962,575 |   |
| Portillo’s Holdings,

   LLC                       |   | Beverage, Food & Tobacco                  |   | 7.44% (LIBOR +5.5%)  |   | 11/27/2019                 |   | 08/02/2024     |   |                | 1,995,000 |   |            |   | 1,975,235 |           |   |   | 1,996,247 |   |
| Premise Health Holding

   Corp (6) (10)                 |   | Healthcare & Pharmaceuticals              |   | 5.41% (LIBOR +3.5%)  |   | 08/14/2018                 |   | 07/10/2025     |   |                | 71,456    |   |            |   | (145      | )              |   |   | (744 | ) |
| Premise Health Holding

   Corp                          |   | Healthcare & Pharmaceuticals              |   | 5.44% (LIBOR +3.5%)  |   | 08/14/2018                 |   | 07/10/2025     |   |                | 889,234   |   |            |   | 885,637   |           |   |   | 879,973 |   |
| Project Leopard Holdings,

   Inc.                       |   | High Tech Industries                          |   | 6.3% (LIBOR +4.5%)   |   | 06/21/2017                 |   | 07/07/2023     |   |                | 1,710,713 |   |            |   | 1,707,907 |           |   |   | 1,725,690 |   |
| PSC Industrial Outsourcing,

   LP                       |   | Chemicals, Plastics & Rubber              |   | 5.49% (LIBOR +3.75%) |   | 10/05/2017                 |   | 10/11/2024     |   |                | 1,960,000 |   |            |   | 1,946,560 |           |   |   | 1,951,827 |   |
| Pure Fishing, Inc.                                                 |   | Consumer goods: Non-Durable                   |   | 6.3% (LIBOR +4.5%)   |   | 12/20/2018                 |   | 11/30/2025     |   |                | 1,191,000 |   |            |   | 1,149,773 |           |   |   | 1,115,967 |   |
| QuickBase, Inc.                                                    |   | Services: Business                            |   | 5.8% (LIBOR +4%)     |   | 03/29/2019                 |   | 04/03/2026     |   |                | 2,089,500 |   |            |   | 2,080,161 |           |   |   | 2,086,888 |   |
| Quidditch Acquisition Inc.                                         |   | Beverage, Food & Tobacco                  |   | 8.8% (LIBOR +7%)     |   | 03/16/2018                 |   | 03/21/2025     |   |                | 1,003,404 |   |            |   | 988,410   |           |   |   | 1,013,438 |   |
| Red Ventures, LLC                                                  |   | Media: Advertising, Printing & Publishing |   | 4.8% (LIBOR +3%)     |   | 10/18/2017                 |   | 11/08/2024     |   |                | 2,018,203 |   |            |   | 2,004,450 |           |   |   | 2,035,136 |   |
| Sabre Industries, Inc.                                             |   | Capital Equipment                             |   | 6.04% (LIBOR +4.25%) |   | 04/04/2019                 |   | 04/15/2026     |   |                | 1,194,000 |   |            |   | 1,183,255 |           |   |   | 1,203,331 |   |
| Silverback Merger

   Sub, Inc.                          |   | High Tech Industries                          |   | 5.44% (LIBOR +3.5%)  |   | 08/11/2017                 |   | 08/21/2024     |   |                | 1,173,000 |   |            |   | 1,170,909 |           |   |   | 1,006,821 |   |
| SMS Systems

   Maintenance

   Services, Inc. |   | High Tech Industries                          |   | 6.8% (LIBOR +5%)     |   | 02/09/2017                 |   | 10/30/2023     |   |                | 2,910,000 |   |            |   | 2,901,640 |           |   |   | 2,285,805 |   |
| SoClean, Inc. (13)                                                 |   | Healthcare & Pharmaceuticals              |   | 7.91% (LIBOR +6%)    |   | 02/13/2018                 |   | 12/20/2022     |   |                | 4,943,595 |   |            |   | 4,911,507 |           |   |   | 4,844,723 |   |
| Starfish- V Merger

   Sub, Inc.                         |   | High Tech Industries                          |   | 7.95% (LIBOR +6.25%) |   | 08/11/2017                 |   | 08/16/2024     |   |                | 1,222,031 |   |            |   | 1,213,892 |           |   |   | 1,176,205 |   |
| Starfish- V Merger

   Sub, Inc.                         |   | High Tech Industries                          |   | 7.91% (LIBOR +6%)    |   | 11/06/2019                 |   | 08/16/2024     |   |                | 1,000,000 |   |            |   | 921,259   |           |   |   | 955,000 |   |
| Teneo Holdings, LLC                                                |   | Services: Business                            |   | 6.99% (LIBOR +5.25%) |   | 07/15/2019                 |   | 07/11/2025     |   |                | 2,244,375 |   |            |   | 2,161,458 |           |   |   | 2,140,573 |   |
| ThoughtWorks, Inc.                                                 |   | High Tech Industries                          |   | 5.8% (LIBOR +4%)     |   | 10/06/2017                 |   | 10/11/2024     |   |                | 3,941,058 |   |            |   | 3,931,810 |           |   |   | 3,950,911 |   |

 

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

9

----

 

THL Credit Logan JV LLC     

Consolidated Schedule of Investments     

As of December 31, 2019     

 

 

| Company/Security/Country (11)                                              |   | Industry                          |   | Interest Rate (1)     |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |        | Fair Value (2) |   |
|----------------------------------------------------------------------------|--------|-----------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-------------|----------------|--------|
| Titan Sub, LLC                                                             |   | Aerospace &

Defense          |   | 6.8% (LIBOR +5%)      |   | 09/19/2019                 |   | 09/21/2026     |   | $                   | 2,250,000 |   |            | $      | 2,228,304   |           |   | $ | 2,258,438 |   |
| TOMS Shoes, LLC (13)                                                       |   | Retail                            |   | 7.29% (LIBOR +5.5%)   |   | 12/20/2019                 |   | 09/30/2025     |   |                | 310,025   |   |            |   | 310,025     |           |   |   | 310,025 |   |
| TOMS Shoes, LLC (13)                                                       |   | Retail                            |   | 6.96% (LIBOR +5%)     |   | 12/27/2019                 |   | 12/31/2025     |   |                | 654,703   |   |            |   | 654,703     |           |   |   | 621,968 |   |
| Tupelo Buyer, Inc.                                                         |   | Transportation:

Cargo            |   | 5.55% (LIBOR +3.75%)  |   | 10/02/2017                 |   | 10/07/2024     |   |                | 2,182,133 |   |            |   | 2,170,299   |           |   |   | 2,183,507 |   |
| Uber Technologies, Inc.                                                    |   | Services:

Consumer               |   | 5.74% (LIBOR +4%)     |   | 03/22/2018                 |   | 04/04/2025     |   |                | 2,758,000 |   |            |   | 2,747,580   |           |   |   | 2,760,951 |   |
| Unified Physician

   Management, LLC                            |   | Healthcare &

Pharmaceuticals |   | 6.24% (LIBOR +4.5%)   |   | 12/12/2019                 |   | 11/27/2023     |   |                | 2,375,000 |   |            |   | 2,351,481   |           |   |   | 2,363,125 |   |
| Upstream Newco, Inc.                                                       |   | Healthcare &

Pharmaceuticals |   | 6.3% (LIBOR +4.5%)    |   | 10/24/2019                 |   | 11/20/2026     |   |                | 2,933,333 |   |            |   | 2,918,899   |           |   |   | 2,959,000 |   |
| US Shipping Corp                                                           |   | Utilities: Oil &

Gas         |   | 6.05% (LIBOR +4.25%)  |   | 03/09/2016                 |   | 06/26/2021     |   |                | 205,934   |   |            |   | 202,560     |           |   |   | 182,252 |   |
| Utility One Source, L.P.                                                   |   | Construction &

Building      |   | 7.3% (LIBOR +5.5%)    |   | 04/07/2017                 |   | 04/18/2023     |   |                | 975,000   |   |            |   | 969,627     |           |   |   | 984,750 |   |
| Vertiv Group

   Corporation                                     |   | Capital

Equipment                |   | 5.93% (LIBOR +4%)     |   | 09/30/2016                 |   | 11/30/2023     |   |                | 1,504,310 |   |            |   | 1,477,977   |           |   |   | 1,504,310 |   |
| Vistage Worldwide,

   Inc.                                      |   | Services:

Consumer               |   | 5.8% (LIBOR +4%)      |   | 02/06/2018                 |   | 02/10/2025     |   |                | 2,475,900 |   |            |   | 2,471,363   |           |   |   | 2,463,521 |   |
| W3 Topco, LLC                                                              |   | Energy: Oil &

Gas            |   | 7.90% (LIBOR +6%)     |   | 08/13/2019                 |   | 08/16/2025     |   |                | 1,975,000 |   |            |   | 1,845,098   |           |   |   | 1,876,260 |   |
| Weight Watchers

   International, Inc.                          |   | Services:

Consumer               |   | 6.72% (LIBOR +4.75%)  |   | 11/20/2017                 |   | 11/29/2024     |   |                | 2,254,675 |   |            |   | 2,222,998   |           |   |   | 2,263,130 |   |
| Women’s Care

   Florida, LLP                              |   | Healthcare &

Pharmaceuticals |   | 6.3% (LIBOR +4.5%)    |   | 08/18/2017                 |   | 09/29/2023     |   |                | 4,900,000 |   |            |   | 4,883,438   |           |   |   | 4,851,000 |   |
| Wrench Group, LLC                                                          |   | Construction &

Building      |   | 6.19% (LIBOR +4.25%)  |   | 04/15/2019                 |   | 04/30/2026     |   |                | 3,109,375 |   |            |   | 3,081,105   |           |   |   | 3,117,148 |   |
| Wrench Group,

   LLC (7) (10)                                   |   | Construction &

Building      |   | 4.25% (LIBOR +2.125%) |   | 04/15/2019                 |   | 04/30/2026     |   |                | 1,041,667 |   |            |   | (9,472      | )              |   |   | 2,604 |   |
| Yak Access, LLC                                                            |   | Energy: Oil &

Gas            |   | 6.8% (LIBOR +5%)      |   | 06/29/2018                 |   | 07/02/2025     |   |                | 2,887,500 |   |            |   | 2,818,276   |           |   |   | 2,796,371 |   |
| Zenith American

   Holding, Inc. (13)                           |   | Services:

Business               |   | 7.19% (LIBOR +5.25%)  |   | 03/11/2019                 |   | 12/13/2024     |   |                | 3,948,054 |   |            |   | 3,938,771   |           |   |   | 3,908,573 |   |
| Zenith American

   Holding, Inc. (8) (13)                       |   | Services:

Business               |   | 7.19% (LIBOR +5.25%)  |   | 03/11/2019                 |   | 12/13/2024     |   |                | 496,514   |   |            |   | 119,860     |           |   |   | 119,163 |   |
| Total United States

   of America                               |   |                              |   |                  |   |                       |   |           |   |                |      |   |            | $      | 308,072,379 |           |   | $ | 302,397,245 |   |
| Total Senior Secured

   First Lien Term Loans                   |   |                              |   |                  |   |                       |   |           |   |                |      |   |            | $      | 331,045,032 |           |   | $ | 324,815,028 |   |
| Second Lien Term  Loans                                          |   |                              |   |                  |   |                       |   |           |   |                |      |   |            |   |        |           |   |   |   |   |
| United States of America                                                   |   |                              |   |                  |   |                       |   |           |   |                |      |   |            |   |        |           |   |   |   |   |
| AQA Acquisition

   Holdings, Inc.                               |   | High Tech

Industries             |   | 10.09% (LIBOR +8%)    |   | 10/01/2018                 |   | 05/24/2024     |   | $                   | 1,000,000 |   |            | $      | 992,066     |           |   | $ | 995,000 |   |
| Constellis Holdings,

   LLC (12)                                |   | Aerospace &

Defense          |   | 10.93% (LIBOR +9%)    |   | 04/18/2017                 |   | 04/21/2025     |   |                | 1,000,000 |   |            |   | 990,053     |           |   |   | 105,000 |   |
| DiversiTech Holdings, Inc.                                                 |   | Consumer

goods: Durable          |   | 9.44% (LIBOR +7.5%)   |   | 05/18/2017                 |   | 06/02/2025     |   |                | 2,000,000 |   |            |   | 1,986,408   |           |   |   | 1,960,000 |   |
| Gruden Acquisition, Inc.                                                   |   | Transportation:

Cargo            |   | 10.44% (LIBOR +8.5%)  |   | 07/31/2015                 |   | 08/18/2023     |   |                | 500,000   |   |            |   | 488,656     |           |   |   | 496,720 |   |
| Midwest Physician

   Administrative

   Services, LLC |   | Healthcare &

Pharmaceuticals |   | 8.8% (LIBOR +7%)      |   | 08/11/2017                 |   | 08/15/2025     |   |                | 979,043   |   |            |   | 972,163     |           |   |   | 954,567 |   |
| Park Place Technologies,

   LLC                                 |   | High Tech

Industries             |   | 9.8% (LIBOR +8%)      |   | 03/22/2018                 |   | 03/29/2026     |   |                | 700,000   |   |            |   | 694,516     |           |   |   | 694,750 |   |
| TKC Holdings, Inc.                                                         |   | Services:

Business               |   | 9.8% (LIBOR +8%)      |   | 01/31/2017                 |   | 02/01/2024     |   |                | 1,849,630 |   |            |   | 1,840,410   |           |   |   | 1,683,163 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

10

----

 

THL Credit Logan JV LLC     

Consolidated Schedule of Investments     

As of December 31, 2019     

 

 

| Company/Security/Country (11)                         |   | Industry           |   | Interest Rate (1) |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |    |   | Amortized Cost |   |        | Fair Value (2) |   |
|-------------------------------------------------------|--------|--------------------|--------|-------------------|--------|----------------------------|--------|----------------|--------|---------------------|---------|--------|----------------|--------|-------------|----------------|--------|
| Wash Multifamily

   Acquisition, Inc.      |   | Services: Consumer |   | 8.8% (LIBOR +7%)  |   | 05/04/2015                 |   | 05/15/2023     |   | $                   | 425,479 |   |           | $      | 424,129     |           |   | $ | 406,333 |   |
| Wash Multifamily

   Acquisition, Inc.      |   | Services: Consumer |   | 8.8% (LIBOR +7%)  |   | 05/04/2015                 |   | 05/12/2023     |   |                | 74,521  |   |           |   | 74,284      |           |   |   | 71,167 |   |
| Total United States

   of America          |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 8,462,685   |           |   | $ | 7,366,700 |   |
| Total Second Lien

   Term Loans            |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 8,462,685   |           |   | $ | 7,366,700 |   |
| Equity Investments                                    |   |               |   |              |   |                       |   |           |   |                |    |   |           |   |        |           |   |   |   |   |
| United States of

   America                |   |               |   |              |   |                       |   |           |   |                |    |   |           |   |        |           |   |   |   |   |
| TOMS Shoes, LLC (13)                                  |   | Retail             |   |              |   | 12/27/2019                 |   |           |   |                | 8,511   |   |           | $      | 575,662     |           |   | $ | — |   |
| Total United States of

   America          |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 575,662     |           |   | $ | — |   |
| Total Equity Investments                              |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 575,662     |           |   | $ | — |   |
| Total Investments                                     |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 340,083,379 |           |   | $ | 332,181,728 |   |
| Cash equivalents                                      |   |               |   |              |   |                       |   |           |   |                |    |   |           |   |        |           |   |   |   |   |
| Dreyfus Government

   Cash Management Fund |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 10,596,212  |           |   | $ | 10,596,212 |   |
| Total Cash equivalents                                |   |               |   |              |   |                       |   |           |   |                |    |   |           | $      | 10,596,212  |           |   | $ | 10,596,212 |   |

 

| (1)  | Variable interest rates indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates, at the borrower’s option. LIBOR rates may be subject to interest rate floors. |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2)  | Represents fair value in accordance with ASC Topic 820. |
|-----------|---------------------------------------------------------|

| (3)  | Represents a delayed draw commitment of $609,184, of which $206,785 was unfunded as of December 31, 2019. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4)  | Represents a delayed draw commitment of $1,538,462, which was unfunded as of December 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5)  | Represents a delayed draw commitment of $630,036, which was unfunded as of December 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6)  | Represents a delayed draw commitment of $71,456, which was unfunded as of December 31, 2019. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7)  | Represents a delayed draw commitment of $1,041,667, which was unfunded as of December 31, 2019. Issuer pays 4.25% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8)  | Represents a delayed draw commitment of $496,514, of which $372,386 was unfunded as of December 31, 2019. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9)  | Unsettled trade that interest will start to accrue on when the trade settles. 3 month LIBOR as of December 31, 2019 is shown to reflect possible projected interest rate. |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (10)  | Unfunded amount will start to accrue interest when the position is funded. 3 month LIBOR as of December 31, 2019 is shown to reflect possible projected interest rate. |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (11)  | All investments are pledged as collateral for loans payable unless otherwise noted. |
|------------|-------------------------------------------------------------------------------------|

| (12)  | Loan was on non-accrual as of December 31, 2019. |
|------------|-------------------------------------------------------|

| (13)  | Investments are valued using significant unobservable inputs. Refer to Level 3 fair value measurements quantitative information table in Note 3 of the Consolidated Financial for further detail. |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The accompanying notes are an integral part of these consolidated financial statements. 

11

----

 

 THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)                   |   | Industry                                      |   | Interest Rate (1)    |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair

Value (2) |   |
|------------------------------------------------------|--------|-----------------------------------------------|--------|----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|-----------------|--------|
| Senior Secured First Lien Term Loans                 |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            |   |      |            |   |   |   |   |
| Canada                                               |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            |   |      |            |   |   |   |   |
| PNI Canada Acquireco Corp                            |   | High Tech Industries                          |   | 6.85% (LIBOR +4.5%)  |   | 10/31/2018                 |   | 10/31/2025     |   | $                   | 1,733,333 |   |            | $      | 1,724,824 |            |   | $ | 1,698,667 |   |
| Total Canada                                         |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            | $      | 1,724,824 |            |   | $ | 1,698,667 |   |
| Germany                                              |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            |   |      |            |   |   |   |   |
| Rhodia Acetow                                        |   | Consumer goods: Non-Durable                   |   | 8.09% (LIBOR +5.5%)  |   | 04/21/2017                 |   | 05/31/2023     |   | $                   | 985,000   |   |            | $      | 974,127   |            |   | $ | 955,450 |   |
| VAC Germany Holding GmbH                             |   | Metals & Mining                           |   | 6.8% (LIBOR +4%)     |   | 02/26/2018                 |   | 02/26/2025     |   |                | 2,977,500 |   |            |   | 2,964,329 |            |   |   | 2,973,778 |   |
| Total Germany                                        |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            | $      | 3,938,456 |            |   | $ | 3,929,228 |   |
| United Kingdom                                       |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            |   |      |            |   |   |   |   |
| Auxey Bidco, Ltd.                                    |   | Services: Business                            |   | 7.97% (LIBOR +5.5%)  |   | 08/07/2018                 |   | 08/07/2025     |   | $                   | 5,000,000 |   |            | $      | 4,806,114 |            |   | $ | 4,812,500 |   |
| EG Group                                             |   | Retail                                        |   | 6.81% (LIBOR +4%)    |   | 03/23/2018                 |   | 02/07/2025     |   |                | 2,845,171 |   |            |   | 2,832,386 |            |   |   | 2,749,146 |   |
| Total United Kingdom                                 |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            | $      | 7,638,500 |            |   | $ | 7,561,646 |   |
| United States of America                             |   |                                          |   |                 |   |                       |   |           |   |                |      |   |            |   |      |            |   |   |   |   |
| 1A Smart Start, LLC                                  |   | Services: Consumer                            |   | 7.09% (LIBOR +4.5%)  |   | 08/28/2015                 |   | 02/21/2022     |   | $                   | 4,346,634 |   |            | $      | 4,329,746 |            |   | $ | 4,346,634 |   |
| A Place for Mom, Inc.                                |   | Media: Advertising, Printing & Publishing |   | 6.27% (LIBOR +3.75%) |   | 07/28/2017                 |   | 08/10/2024     |   |                | 3,950,000 |   |            |   | 3,934,094 |            |   |   | 3,969,750 |   |
| A10 Capital, LLC                                     |   | Banking, Finance, Insurance & Real Estate |   | 8.96% (LIBOR +6.5%)  |   | 04/25/2018                 |   | 04/27/2023     |   |                | 5,000,000 |   |            |   | 4,956,723 |            |   |   | 4,925,000 |   |
| Achilles Acquisition LLC                             |   | Banking, Finance, Insurance & Real Estate |   | 6.56% (LIBOR +4%)    |   | 10/04/2018                 |   | 10/03/2025     |   |                | 4,000,000 |   |            |   | 3,990,272 |            |   |   | 3,950,000 |   |
| Advanced Computer Software                           |   | High Tech Industries                          |   | 7.14% (LIBOR +4.75%) |   | 05/25/2018                 |   | 05/31/2024     |   |                | 1,496,250 |   |            |   | 1,492,854 |            |   |   | 1,485,028 |   |
| Advanced Integration 

   Technology LP    |   | Aerospace & Defense                       |   | 7.46% (LIBOR +4.75%) |   | 07/15/2016                 |   | 04/03/2023     |   |                | 1,955,175 |   |            |   | 1,941,317 |            |   |   | 1,935,623 |   |
| AgroFresh, Inc.                                      |   | Chemicals, Plastics & Rubber              |   | 7.55% (LIBOR +4.75%) |   | 12/01/2015                 |   | 07/31/2021     |   |                | 1,934,837 |   |            |   | 1,928,162 |            |   |   | 1,909,442 |   |
| Air Medical Group Holdings, Inc. |   | Healthcare & Pharmaceuticals              |   | 6.75% (LIBOR +4.25%) |   | 09/26/2017                 |   | 03/14/2025     |   |                | 2,227,500 |   |            |   | 2,212,807 |            |   |   | 2,081,120 |   |
| Alcami Carolinas Corp                                |   | Healthcare & Pharmaceuticals              |   | 6.71% (LIBOR +4.25%) |   | 07/09/2018                 |   | 07/06/2025     |   |                | 3,990,000 |   |            |   | 3,971,197 |            |   |   | 3,970,050 |   |
| Alchemy US Holdco 1, LLC                             |   | Chemicals, Plastics & Rubber              |   | 8.12% (LIBOR +5.5%)  |   | 10/01/2018                 |   | 09/28/2025     |   |                | 2,000,000 |   |            |   | 1,970,898 |            |   |   | 1,995,000 |   |
| Alpha Media, LLC                                     |   | Media: Broadcasting & Subscription        |   | 9% (LIBOR +6.5%)     |   | 02/24/2016                 |   | 02/25/2022     |   |                | 3,042,741 |   |            |   | 2,962,067 |            |   |   | 2,930,539 |   |
| AMCP Clean Acquisition Co, LLC                       |   | Wholesale                                     |   | 7.05% (LIBOR +4.25%) |   | 07/10/2018                 |   | 07/10/2025     |   |                | 2,407,258 |   |            |   | 2,395,885 |            |   |   | 2,386,194 |   |
| AMCP Clean Acquisition Co, LLC (3)                   |   | Wholesale                                     |   | 7.15% (LIBOR +4.25%) |   | 07/10/2018                 |   | 07/10/2025     |   |                | 580,645   |   |            |   | 224,531   |            |   |   | 222,193 |   |
| American Sportsman Holdings Co                       |   | Retail                                        |   | 7.52% (LIBOR +5%)    |   | 11/22/2016                 |   | 09/25/2024     |   |                | 3,950,000 |   |            |   | 3,906,373 |            |   |   | 3,795,950 |   |
| Ansira Holdings, Inc. (4)                            |   | Media: Diversified & Production           |   | 8.27% (LIBOR +5.75%) |   | 04/17/2018                 |   | 12/20/2022     |   |                | 612,820   |   |            |   | 149,790   |            |   |   | 148,870 |   |
| Ansira Holdings, Inc.                                |   | Media: Diversified & Production           |   | 8.27% (LIBOR +5.75%) |   | 12/20/2016                 |   | 12/20/2022     |   |                | 1,849,798 |   |            |   | 1,837,513 |            |   |   | 1,840,549 |   |
| AP Gaming I, LLC                                     |   | Hotel, Gaming & Leisure                   |   | 6.02% (LIBOR +3.5%)  |   | 06/06/2016                 |   | 02/15/2024     |   |                | 2,462,578 |   |            |   | 2,457,343 |            |   |   | 2,423,583 |   |
| APC Aftermarket                                      |   | Automotive                                    |   | 7.62% (LIBOR +5%)    |   | 05/09/2017                 |   | 05/10/2024     |   |                | 492,500   |   |            |   | 484,949   |            |   |   | 448,175 |   |
| Aptean, Inc.                                         |   | High Tech Industries                          |   | 7.06% (LIBOR +4.25%) |   | 12/15/2017                 |   | 12/20/2022     |   |                | 928,740   |   |            |   | 922,011   |            |   |   | 920,224 |   |
| AQA Aquisition Holdings, Inc.                        |   | High Tech Industries                          |   | 7.05% (LIBOR +4.25%) |   | 10/01/2018                 |   | 05/24/2023     |   |                | 1,994,937 |   |            |   | 1,994,937 |            |   |   | 1,984,962 |   |
| ATI Merger Sub, Inc. (11)                            |   | Healthcare & Pharmaceuticals              |   | 7.31% (LIBOR +4.5%)  |   | 12/19/2018                 |   | 12/05/2025     |   |                | 4,333,333 |   |            |   | 4,290,000 |            |   |   | 4,300,833 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

12

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)               |   | Industry                                        |   | Interest Rate (1) |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized

Cost |   |      | Fair

Value (2) |   |
|--------------------------------------------------|--------|-------------------------------------------------|--------|------------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|-----------------|--------|-----------|-----------------|--------|
| Avaya, Inc.                                      |   | Telecommunications                              |   | 6.71% (LIBOR+4.25%)    |   | 11/09/2017                 |   | 12/15/2024     |   | $                   | 2,588,021 |   |            | $      | 2,564,212 |            |   | $ | 2,505,527 |   |
| Barbri, Inc.                                     |   | Media:

Diversified &

Production           |   | 6.6% (LIBOR +4.25%)    |   | 12/01/2017                 |   | 12/01/2023     |   |                | 3,121,622 |   |            |   | 3,108,777 |            |   |   | 3,059,189 |   |
| BCP Qualtek Merger Sub, LLC                      |   | Telecommunications                              |   | 8.28% (LIBOR+5.75%)    |   | 07/16/2018                 |   | 07/18/2025     |   |                | 3,990,000 |   |            |   | 3,914,946 |            |   |   | 3,902,719 |   |
| Beasley Mezzanine Holdings, LLC                  |   | Media:

Broadcasting &

Subscription        |   | 6.47% (LIBOR +4%)      |   | 11/17/2017                 |   | 11/01/2023     |   |                | 2,927,347 |   |            |   | 2,915,319 |            |   |   | 2,893,199 |   |
| Big Ass Fans, LLC                                |   | Capital Equipment                               |   | 6.55% (LIBOR+3.75%)    |   | 11/07/2017                 |   | 05/21/2024     |   |                | 2,474,878 |   |            |   | 2,464,598 |            |   |   | 2,443,942 |   |
| Big River Steel, LLC                             |   | Metals & Mining                             |   | 7.8% (LIBOR +5%)       |   | 08/15/2017                 |   | 08/23/2023     |   |                | 1,975,000 |   |            |   | 1,959,623 |            |   |   | 1,960,187 |   |
| BI-LO, LLC                                       |   | Retail                                          |   | 10.78% (LIBOR +8%)     |   | 05/15/2018                 |   | 05/31/2024     |   |                | 1,492,500 |   |            |   | 1,438,227 |            |   |   | 1,434,039 |   |
| Bomgar Corp                                      |   | High Tech Industries                            |   | 6.52% (LIBOR +4%)      |   | 04/17/2018                 |   | 04/18/2025     |   |                | 3,984,987 |   |            |   | 3,975,621 |            |   |   | 3,865,438 |   |
| Brand Energy & Infrastructure Services, Inc. |   | Energy: Oil & Gas                           |   | 6.76% (LIBOR+4.25%)    |   | 06/16/2017                 |   | 06/21/2024     |   |                | 2,955,000 |   |            |   | 2,931,765 |            |   |   | 2,813,810 |   |
| California Cryobank, LLC                         |   | Healthcare &

Pharmaceuticals               |   | 6.8% (LIBOR +4%)       |   | 08/03/2018                 |   | 08/06/2025     |   |                | 3,200,313 |   |            |   | 3,185,200 |            |   |   | 3,200,313 |   |
| Cambium Learning, Inc.                           |   | Services: Consumer                              |   | 4.5%(LIBOR+4.5%)       |   | 12/18/2018                 |   | 12/11/2025     |   |                | 2,000,000 |   |            |   | 1,900,000 |            |   |   | 1,907,500 |   |
| CC Amulet Intermediate, LLC (5) (12)             |   | Healthcare &

Pharmaceuticals               |   | 7.56% (LIBOR+4.75%)    |   | 06/18/2018                 |   | 04/30/2024     |   |                | 1,538,462 |   |            |   | (13,996   | )               |   |   | (15,385 | ) |
| CC Amulet Intermediate, LLC                      |   | Healthcare &

Pharmaceuticals               |   | 7.27%(LIBOR+4.75%)     |   | 06/18/2018                 |   | 04/30/2024     |   |                | 3,444,231 |   |            |   | 3,412,896 |            |   |   | 3,409,788 |   |
| Clear Balance Holdings, LLC                      |   | Banking, Finance,

Insurance & Real

Estate |   | 8.55% (LIBOR+5.75%)    |   | 07/07/2015                 |   | 10/05/2023     |   |                | 4,937,500 |   |            |   | 4,919,549 |            |   |   | 4,937,500 |   |
| Commercial Barge Line Co                         |   | Transportation:

Cargo                          |   | 11.27% (LIBOR +8.75%)  |   | 11/06/2015                 |   | 11/12/2020     |   |                | 1,293,750 |   |            |   | 1,269,693 |            |   |   | 939,263 |   |
| Constellis Holdings, LLC                         |   | Aerospace &

Defense                        |   | 7.52% (LIBOR +5%)      |   | 04/18/2017                 |   | 04/21/2024     |   |                | 1,970,000 |   |            |   | 1,955,062 |            |   |   | 1,891,200 |   |
| Conyers Park Parent Merger Sub, Inc.             |   | Beverage, Food &

Tobacco                   |   | 6.27% (LIBOR +3.5%)    |   | 06/21/2017                 |   | 07/07/2024     |   |                | 1,975,000 |   |            |   | 1,967,167 |            |   |   | 1,955,250 |   |
| Country Fresh Holdings, LLC                      |   | Beverage, Food &

Tobacco                   |   | 7.8% (LIBOR +5%)       |   | 07/14/2017                 |   | 03/31/2023     |   |                | 4,340,351 |   |            |   | 4,307,788 |            |   |   | 3,667,596 |   |
| Covenant Surgical Partners, Inc.                 |   | Healthcare &

Pharmaceuticals               |   | 7.3%(LIBOR+4.5%)       |   | 09/29/2017                 |   | 10/04/2024     |   |                | 2,972,216 |   |            |   | 2,965,823 |            |   |   | 2,927,633 |   |
| CPI Acquisition, Inc.                            |   | Services: Consumer                              |   | 7.02% (LIBOR +4.5%)    |   | 08/14/2015                 |   | 08/17/2022     |   |                | 4,187,266 |   |            |   | 4,106,515 |            |   |   | 2,684,038 |   |
| CryoLife, Inc.                                   |   | Healthcare &

Pharmaceuticals               |   | 6.05%(LIBOR+3.25%)     |   | 11/15/2017                 |   | 12/02/2024     |   |                | 1,980,000 |   |            |   | 1,971,620 |            |   |   | 1,940,400 |   |
| CT Technologies Intermediate Holdings, Inc.      |   | Healthcare &

Pharmaceuticals               |   | 6.77% (LIBOR+4.25%)    |   | 02/11/2015                 |   | 12/01/2021     |   |                | 1,920,350 |   |            |   | 1,924,711 |            |   |   | 1,601,889 |   |
| Deerfield Holdings Corp                          |   | Banking, Finance,

Insurance & Real

Estate |   | 5.77% (LIBOR+3.25%)    |   | 12/06/2017                 |   | 02/13/2025     |   |                | 248,125   |   |            |   | 247,580   |            |   |   | 235,616 |   |
| DigiCert, Inc.                                   |   | High Tech

Industries                           |   | 6.52% (LIBOR +4%)      |   | 09/20/2017                 |   | 10/31/2024     |   |                | 995,006   |   |            |   | 990,819   |            |   |   | 977,594 |   |
| Drilling Info, Inc.                              |   | High Tech

Industries                           |   | 6.77%(LIBOR+4.25%)     |   | 07/27/2018                 |   | 07/30/2025     |   |                | 4,488,750 |   |            |   | 4,467,558 |            |   |   | 4,477,528 |   |
| DXP Enterprises, Inc.                            |   | Wholesale                                       |   | 7.27% (LIBOR+4.75%)    |   | 08/16/2017                 |   | 08/29/2023     |   |                | 1,481,250 |   |            |   | 1,469,708 |            |   |   | 1,470,141 |   |
| Eliassen Group, LLC                              |   | Services: Business                              |   | 7.02% (LIBOR +4.5%)    |   | 10/19/2018                 |   | 11/05/2024     |   |                | 4,166,667 |   |            |   | 4,146,173 |            |   |   | 4,145,833 |   |
| Empower Payments Acquisition                     |   | Services: Business                              |   | 7.05% (LIBOR+4.25%)    |   | 10/05/2018                 |   | 10/05/2025     |   |                | 4,000,000 |   |            |   | 3,990,210 |            |   |   | 3,990,000 |   |
| Evo Payments International, LLC                  |   | Banking, Finance,

Insurance & Real

Estate |   | 5.76% (LIBOR+3.25%)    |   | 12/08/2016                 |   | 12/22/2023     |   |                | 2,593,998 |   |            |   | 2,575,517 |            |   |   | 2,511,846 |   |
| Gold Standard Baking, Inc.                       |   | Wholesale                                       |   | 7.31% (LIBOR +4.5%)    |   | 05/19/2015                 |   | 04/23/2021     |   |                | 2,480,570 |   |            |   | 2,475,680 |            |   |   | 2,257,318 |   |
| Golden West Packaging Group, LLC                 |   | Containers,

Packaging & Glass              |   | 7.77% (LIBOR+5.25%)    |   | 02/09/2018                 |   | 06/20/2023     |   |                | 4,731,099 |   |            |   | 4,711,129 |            |   |   | 4,719,271 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

13

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)  |   | Industry                                      |   | Interest Rate (1)   |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized Cost |   |      | Fair

Value (2) |   |
|-------------------------------------|--------|-----------------------------------------------|--------|---------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|----------------|--------|-----------|-----------------|--------|
| Great Dane Merger Sub, Inc.         |   | High Tech Industries                          |   | 6.27%(LIBOR+3.75%)  |   | 05/02/2018                 |   | 05/21/2025     |   | $                   | 2,985,000 |   |           | $      | 2,971,387 |            |   | $ | 2,917,838 |   |
| Gruden Acquisition, Inc.            |   | Transportation: Cargo                         |   | 8.3%(LIBOR+5.5%)    |   | 06/21/2017                 |   | 08/18/2022     |   |                | 1,969,543 |   |           |   | 1,934,561 |            |   |   | 1,933,432 |   |
| Gulf Finance, LLC                   |   | Energy: Oil & Gas                         |   | 8.06%(LIBOR+5.25%)  |   | 08/17/2016                 |   | 08/25/2023     |   |                | 1,874,821 |   |           |   | 1,837,436 |            |   |   | 1,445,956 |   |
| Heartland Dental, LLC (6) (12)      |   | Healthcare & Pharmaceuticals              |   | 6.56%(LIBOR+3.75%)  |   | 04/19/2018                 |   | 04/17/2025     |   |                | 125,217   |   |           |   | (567      | )               |   |   | (4,852 | ) |
| Heartland Dental, LLC               |   | Healthcare & Pharmaceuticals              |   | 6.27%(LIBOR+3.75%)  |   | 04/19/2018                 |   | 04/30/2025     |   |                | 1,368,085 |   |           |   | 1,361,889 |            |   |   | 1,315,072 |   |
| Help/Systems Holdings, Inc.         |   | High Tech Industries                          |   | 6.27%(LIBOR+3.75%)  |   | 03/23/2018                 |   | 03/28/2025     |   |                | 1,990,000 |   |           |   | 1,985,544 |            |   |   | 1,915,375 |   |
| Higginbotham Insurance Agency, Inc. |   | Banking, Finance, Insurance & Real Estate |   | 6.26%(LIBOR+3.75%)  |   | 12/14/2017                 |   | 12/19/2024     |   |                | 4,950,000 |   |           |   | 4,928,625 |            |   |   | 4,801,500 |   |
| Idera, Inc.                         |   | High Tech Industries                          |   | 7.03% (LIBOR +4.5%) |   | 06/27/2017                 |   | 06/28/2024     |   |                | 2,331,764 |   |           |   | 2,313,336 |            |   |   | 2,336,136 |   |
| Infoblox, Inc.                      |   | High Tech Industries                          |   | 7.02% (LIBOR +4.5%) |   | 11/03/2016                 |   | 11/07/2023     |   |                | 2,135,719 |   |           |   | 2,100,036 |            |   |   | 2,132,440 |   |
| Intermedia Holdings, Inc.           |   | Telecommunications                            |   | 8.52% (LIBOR +6%)   |   | 07/13/2018                 |   | 07/11/2025     |   |                | 3,000,000 |   |           |   | 2,971,743 |            |   |   | 2,996,250 |   |
| International Textile Group, Inc.   |   | Consumer goods: Durable                       |   | 7.35% (LIBOR +5%)   |   | 04/20/2018                 |   | 04/19/2024     |   |                | 987,500   |   |           |   | 983,091   |            |   |   | 970,219 |   |
| Isagenix International, LLC         |   | Services: Consumer                            |   | 8.55%(LIBOR+5.75%)  |   | 04/26/2018                 |   | 06/14/2025     |   |                | 1,950,000 |   |           |   | 1,931,991 |            |   |   | 1,896,375 |   |
| Kestra Financial, Inc.              |   | Banking, Finance, Insurance & Real Estate |   | 6.76%(LIBOR+4.25%)  |   | 06/10/2016                 |   | 06/24/2022     |   |                | 3,901,935 |   |           |   | 3,867,900 |            |   |   | 3,901,935 |   |
| LifeScan Global Corp                |   | Healthcare & Pharmaceuticals              |   | 8.4% (LIBOR +6%)    |   | 06/19/2018                 |   | 10/01/2024     |   |                | 2,250,000 |   |           |   | 2,185,070 |            |   |   | 2,131,875 |   |
| LSCS Holdings, Inc.                 |   | Healthcare & Pharmaceuticals              |   | 6.96%(LIBOR+4.25%)  |   | 03/09/2018                 |   | 03/17/2025     |   |                | 466,993   |   |           |   | 464,911   |            |   |   | 464,658 |   |
| LSCS Holdings, Inc.                 |   | Healthcare & Pharmaceuticals              |   | 6.96%(LIBOR+4.25%)  |   | 03/09/2018                 |   | 03/17/2025     |   |                | 1,809,103 |   |           |   | 1,801,037 |            |   |   | 1,800,057 |   |
| Lyons Magnus, Inc.                  |   | Beverage, Food & Tobacco                  |   | 6.02% (LIBOR +3.5%) |   | 06/08/2018                 |   | 11/11/2024     |   |                | 3,963,797 |   |           |   | 3,951,634 |            |   |   | 3,943,978 |   |
| MAG DS Corp.                        |   | Aerospace & Defense                       |   | 7.27%(LIBOR+4.75%)  |   | 06/01/2018                 |   | 05/30/2025     |   |                | 2,985,000 |   |           |   | 2,957,510 |            |   |   | 2,970,075 |   |
| Mavenir Systems, Inc.               |   | Telecommunications                            |   | 8.39% (LIBOR +6%)   |   | 05/01/2018                 |   | 05/01/2025     |   |                | 1,990,000 |   |           |   | 1,953,787 |            |   |   | 1,983,791 |   |
| MCS Group Holdings, LLC             |   | Banking, Finance, Insurance & Real Estate |   | 7.27%(LIBOR+4.75%)  |   | 05/12/2017                 |   | 05/20/2024     |   |                | 1,970,000 |   |           |   | 1,962,388 |            |   |   | 1,622,788 |   |
| MDVIP, Inc.                         |   | Healthcare & Pharmaceuticals              |   | 6.75%(LIBOR+4.25%)  |   | 11/10/2017                 |   | 11/14/2024     |   |                | 4,256,451 |   |           |   | 4,243,775 |            |   |   | 4,229,849 |   |
| Merrill Communications, LLC         |   | Media: Advertising, Printing & Publishing |   | 7.78%(LIBOR+5.25%)  |   | 05/29/2015                 |   | 06/01/2022     |   |                | 747,744   |   |           |   | 745,465   |            |   |   | 747,744 |   |
| Miller’s Ale House, Inc.      |   | Hotel, Gaming & Leisure                   |   | 7.1% (LIBOR +4.75%) |   | 05/24/2018                 |   | 05/21/2025     |   |                | 2,388,000 |   |           |   | 2,376,942 |            |   |   | 2,352,180 |   |
| MLN US Holdco, LLC                  |   | Telecommunications                            |   | 7.02% (LIBOR +4.5%) |   | 07/13/2018                 |   | 11/30/2025     |   |                | 3,000,000 |   |           |   | 2,992,562 |            |   |   | 2,915,640 |   |
| Morphe, LLC                         |   | Consumer goods: Non-Durable                   |   | 8.52% (LIBOR +6%)   |   | 02/21/2017                 |   | 02/10/2023     |   |                | 2,737,500 |   |           |   | 2,709,123 |            |   |   | 2,723,813 |   |
| Nasco Healthcare, Inc.              |   | Healthcare & Pharmaceuticals              |   | 7.28% (LIBOR +4.5%) |   | 07/13/2015                 |   | 06/30/2021     |   |                | 4,489,283 |   |           |   | 4,479,899 |            |   |   | 4,466,837 |   |
| New Insight Holdings, Inc.          |   | Services: Business                            |   | 8.02% (LIBOR +5.5%) |   | 12/08/2017                 |   | 12/20/2024     |   |                | 1,980,000 |   |           |   | 1,895,366 |            |   |   | 1,947,825 |   |
| NextCare, Inc. (7) (12)             |   | Healthcare & Pharmaceuticals              |   | 7.56%(LIBOR+4.75%)  |   | 02/13/2018                 |   | 02/28/2023     |   |                | 588,235   |   |           |   | (4,893    | )               |   |   | — |   |
| NextCare, Inc.                      |   | Healthcare & Pharmaceuticals              |   | 7.27%(LIBOR+4.75%)  |   | 02/13/2018                 |   | 02/28/2023     |   |                | 3,386,176 |   |           |   | 3,358,008 |            |   |   | 3,386,176 |   |
| Northern Star Holdings, Inc.        |   | Utilities: Electric                           |   | 7.55%(LIBOR+4.75%)  |   | 03/28/2018                 |   | 03/14/2025     |   |                | 4,218,125 |   |           |   | 4,199,207 |            |   |   | 4,212,852 |   |
| Oak Point Partners, LLC             |   | Banking, Finance, Insurance & Real Estate |   | 8.03%(LIBOR+5.25%)  |   | 09/13/2017                 |   | 09/13/2023     |   |                | 3,000,000 |   |           |   | 2,970,630 |            |   |   | 2,955,000 |   |
| OB Hospitalist Group, Inc.          |   | Healthcare & Pharmaceuticals              |   | 6.35% (LIBOR +4%)   |   | 08/08/2017                 |   | 08/01/2024     |   |                | 2,238,000 |   |           |   | 2,229,007 |            |   |   | 2,204,430 |   |

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

14

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)             |   | Industry                                      |   | Interest Rate (1)   |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized Cost |   |      | Fair

Value (2) |   |
|------------------------------------------------|--------|-----------------------------------------------|--------|---------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|----------------|--------|-----------|-----------------|--------|
| Odyssey Logistics & Technology Corporation |   | Transportation: Cargo                         |   | 6.52% (LIBOR +4%)   |   | 10/06/2017                 |   | 10/12/2024     |   | $                   | 1,980,037 |   |           | $      | 1,971,052 |            |   | $ | 1,920,636 |   |
| OpenLink                                       |   | High Tech Industries                          |   | 7.27%(LIBOR+4.75%)  |   | 03/02/2018                 |   | 03/21/2025     |   |                | 1,830,529 |   |           |   | 1,822,324 |            |   |   | 1,820,233 |   |
| Orion Business Innovations (8) (12)            |   | High Tech Industries                          |   | 7.31% (LIBOR +4.5%) |   | 10/18/2018                 |   | 10/19/2024     |   |                | 564,516   |   |           |   | (5,525    | )               |   |   | (5,645 | ) |
| Orion Business Innovations                     |   | High Tech Industries                          |   | 7.16% (LIBOR +4.5%) |   | 10/18/2018                 |   | 10/19/2024     |   |                | 1,930,645 |   |           |   | 1,911,750 |            |   |   | 1,911,339 |   |
| OSM MSO, LLC                                   |   | Healthcare & Pharmaceuticals              |   | 7.8% (LIBOR +5%)    |   | 10/16/2018                 |   | 08/09/2023     |   |                | 3,990,000 |   |           |   | 3,951,804 |            |   |   | 3,950,100 |   |
| Output Services Group, Inc.                    |   | Services: Business                            |   | 6.77%(LIBOR+4.25%)  |   | 03/26/2018                 |   | 03/21/2024     |   |                | 4,468,173 |   |           |   | 4,448,349 |            |   |   | 4,345,298 |   |
| Park Place Technologies, LLC                   |   | High Tech Industries                          |   | 6.52% (LIBOR +4%)   |   | 03/22/2018                 |   | 03/22/2025     |   |                | 2,328,300 |   |           |   | 2,317,874 |            |   |   | 2,307,927 |   |
| PH Beauty Holdings III, Inc.                   |   | Containers, Packaging & Glass             |   | 7.52% (LIBOR +5%)   |   | 10/04/2018                 |   | 09/28/2025     |   |                | 2,992,500 |   |           |   | 2,963,206 |            |   |   | 2,887,763 |   |
| Ping Identity Corp                             |   | High Tech Industries                          |   | 6.27%(LIBOR+3.75%)  |   | 01/23/2018                 |   | 01/24/2025     |   |                | 1,492,500 |   |           |   | 1,485,967 |            |   |   | 1,485,038 |   |
| Pivotal Payments                               |   | Services: Business                            |   | 9% (LIBOR +4.5%)    |   | 09/27/2018                 |   | 09/29/2025     |   |                | 3,095,690 |   |           |   | 3,065,755 |            |   |   | 3,064,733 |   |
| Pivotal Payments (9)                           |   | Services: Business                            |   | 6.98% (LIBOR +4.5%) |   | 09/27/2018                 |   | 09/29/2025     |   |                | 896,552   |   |           |   | 549,826   |            |   |   | 549,530 |   |
| PLH Group, Inc.                                |   | Energy: Oil & Gas                         |   | 8.59% (LIBOR +6%)   |   | 08/01/2018                 |   | 07/25/2023     |   |                | 3,172,857 |   |           |   | 3,084,659 |            |   |   | 3,109,400 |   |
| Polar US Borrower                              |   | Chemicals, Plastics & Rubber              |   | 7.19%(LIBOR+4.75%)  |   | 08/21/2018                 |   | 10/15/2025     |   |                | 3,000,000 |   |           |   | 2,883,250 |            |   |   | 2,895,000 |   |
| Premise Health Holding Corp (10) (12)          |   | Healthcare & Pharmaceuticals              |   | 6.56%(LIBOR+3.75%)  |   | 08/14/2018                 |   | 07/10/2025     |   |                | 294,107   |   |           |   | (703      | )               |   |   | (4,412 | ) |
| Premise Health Holding Corp                    |   | Healthcare & Pharmaceuticals              |   | 6.55%(LIBOR+3.75%)  |   | 08/14/2018                 |   | 07/10/2025     |   |                | 3,696,629 |   |           |   | 3,678,968 |            |   |   | 3,641,179 |   |
| Project Leopard Holdings, Inc.                 |   | High Tech Industries                          |   | 6.52% (LIBOR +4%)   |   | 06/21/2017                 |   | 07/07/2023     |   |                | 1,728,169 |   |           |   | 1,724,529 |            |   |   | 1,691,445 |   |
| PSC Industrial Outsourcing, LP                 |   | Chemicals, Plastics & Rubber              |   | 6.21%(LIBOR+3.75%)  |   | 10/05/2017                 |   | 10/11/2024     |   |                | 1,980,000 |   |           |   | 1,963,573 |            |   |   | 1,935,450 |   |
| Pure Fishing, Inc. (11)                        |   | Consumer goods: Non-Durable                   |   | 7.06%(LIBOR+4.25%)  |   | 12/20/2018                 |   | 11/30/2025     |   |                | 1,200,000 |   |           |   | 1,152,000 |            |   |   | 1,158,000 |   |
| Quidditch Acquisition, Inc.                    |   | Beverage, Food & Tobacco                  |   | 9.47% (LIBOR +7%)   |   | 03/16/2018                 |   | 03/21/2025     |   |                | 1,013,617 |   |           |   | 995,561   |            |   |   | 1,008,549 |   |
| Red Ventures, LLC                              |   | Media: Advertising, Printing & Publishing |   | 5.52% (LIBOR +3%)   |   | 10/18/2017                 |   | 11/08/2024     |   |                | 2,038,641 |   |           |   | 2,021,888 |            |   |   | 1,946,902 |   |
| SCS Holdings, Inc.                             |   | High Tech Industries                          |   | 6.77%(LIBOR+4.25%)  |   | 11/20/2015                 |   | 10/30/2022     |   |                | 1,558,453 |   |           |   | 1,550,985 |            |   |   | 1,540,921 |   |
| Silverback Merger Sub, Inc.                    |   | High Tech Industries                          |   | 6.01% (LIBOR +3.5%) |   | 08/11/2017                 |   | 08/21/2024     |   |                | 1,185,000 |   |           |   | 1,182,430 |            |   |   | 1,068,473 |   |
| Situs Group Holdings Corporation               |   | Banking, Finance, Insurance & Real Estate |   | 7.02% (LIBOR +4.5%) |   | 02/21/2018                 |   | 02/27/2023     |   |                | 2,971,667 |   |           |   | 2,959,124 |            |   |   | 2,971,667 |   |
| SMS Systems Maintenance Services, Inc.         |   | High Tech Industries                          |   | 7.52% (LIBOR +5%)   |   | 02/09/2017                 |   | 10/30/2023     |   |                | 2,940,000 |   |           |   | 2,929,348 |            |   |   | 2,239,927 |   |
| SoClean, Inc.                                  |   | Healthcare & Pharmaceuticals              |   | 8.74% (LIBOR +6%)   |   | 02/13/2018                 |   | 12/20/2022     |   |                | 5,101,090 |   |           |   | 5,056,831 |            |   |   | 5,126,595 |   |
| Starfish- V Merger Sub, Inc.                   |   | High Tech Industries                          |   | 7.02% (LIBOR +4.5%) |   | 08/11/2017                 |   | 08/16/2024     |   |                | 1,234,406 |   |           |   | 1,224,408 |            |   |   | 1,223,223 |   |
| STS Operating, Inc.                            |   | Capital Equipment                             |   | 6.77%(LIBOR+4.25%)  |   | 04/27/2018                 |   | 12/11/2024     |   |                | 1,488,722 |   |           |   | 1,485,345 |            |   |   | 1,452,747 |   |
| ThoughtWorks, Inc.                             |   | High Tech Industries                          |   | 6.52% (LIBOR +4%)   |   | 10/06/2017                 |   | 10/11/2024     |   |                | 3,981,069 |   |           |   | 3,969,773 |            |   |   | 3,931,305 |   |
| TKC Holdings, Inc.                             |   | Services: Business                            |   | 6.28%(LIBOR+3.75%)  |   | 06/08/2017                 |   | 02/01/2023     |   |                | 294,750   |   |           |   | 293,681   |            |   |   | 281,304 |   |
| TOMS Shoes, LLC                                |   | Retail                                        |   | 8.3%(LIBOR+5.5%)    |   | 12/18/2014                 |   | 10/30/2020     |   |                | 1,925,000 |   |           |   | 1,879,189 |            |   |   | 1,519,143 |   |
| Tupelo Buyer, Inc.                             |   | Transportation: Cargo                         |   | 6.22%(LIBOR+3.75%)  |   | 10/02/2017                 |   | 10/07/2024     |   |                | 2,204,343 |   |           |   | 2,189,883 |            |   |   | 2,160,256 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

15

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)             |   | Industry                              |   | Interest Rate (1)     |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |      |   | Amortized Cost |   |        | Fair

Value (2) |   |
|------------------------------------------------|--------|---------------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|--------|---------------------|-----------|--------|----------------|--------|-------------|-----------------|--------|
| TV Borrower US, LLC                            |   | High Tech

Industries                 |   | 7.55% (LIBOR +4.75%)  |   | 02/16/2017                 |   | 02/22/2024     |   | $                   | 982,500   |   |           | $      | 978,858     |            |   | $ | 977,587 |   |
| Uber Technologies, Inc.                        |   | Services:

Consumer                   |   | 6.39% (LIBOR +4%)     |   | 03/22/2018                 |   | 04/04/2025     |   |                | 2,786,000 |   |           |   | 2,773,473   |            |   |   | 2,721,574 |   |
| US Salt, LLC                                   |   | Consumer

goods:

Non-Durable         |   | 7.27% (LIBOR +4.75%)  |   | 11/30/2017                 |   | 12/01/2023     |   |                | 2,977,500 |   |           |   | 2,952,396   |            |   |   | 2,977,500 |   |
| US Shipping Corp                               |   | Utilities: Oil &

Gas             |   | 6.77% (LIBOR +4.25%)  |   | 03/09/2016                 |   | 06/26/2021     |   |                | 205,934   |   |           |   | 200,288     |            |   |   | 197,697 |   |
| Utility One Source L.P.                        |   | Construction &

Building          |   | 8.02% (LIBOR +5.5%)   |   | 04/07/2017                 |   | 04/18/2023     |   |                | 985,000   |   |           |   | 977,925     |            |   |   | 985,000 |   |
| Verdesian Life Sciences, LLC                   |   | Chemicals,

Plastics &

Rubber    |   | 7.53% (LIBOR +5%)     |   | 12/09/2014                 |   | 07/01/2020     |   |                | 1,996,192 |   |           |   | 1,897,545   |            |   |   | 1,876,421 |   |
| Vertiv Group Corporation                       |   | Capital

Equipment                    |   | 6.71% (LIBOR +4%)     |   | 09/30/2016                 |   | 11/30/2023     |   |                | 1,504,310 |   |           |   | 1,471,251   |            |   |   | 1,374,564 |   |
| Vistage Worldwide, Inc.                        |   | Services:

Consumer                   |   | 6.46% (LIBOR +4%)     |   | 02/06/2018                 |   | 02/10/2025     |   |                | 2,501,100 |   |           |   | 2,495,616   |            |   |   | 2,463,583 |   |
| Weight Watchers International, Inc.            |   | Services:

Consumer                   |   | 7.56% (LIBOR +4.75%)  |   | 11/20/2017                 |   | 11/29/2024     |   |                | 2,565,000 |   |           |   | 2,521,594   |            |   |   | 2,542,556 |   |
| Women’s Care Florida, LLP                |   | Healthcare &

Pharmaceuticals     |   | 7.02% (LIBOR +4.5%)   |   | 08/18/2017                 |   | 09/29/2023     |   |                | 4,950,000 |   |           |   | 4,929,660   |            |   |   | 4,950,000 |   |
| Yak Access, LLC                                |   | Energy: Oil &

Gas                |   | 7.52% (LIBOR +5%)     |   | 06/29/2018                 |   | 07/02/2025     |   |                | 2,981,250 |   |           |   | 2,896,793   |            |   |   | 2,504,250 |   |
| Zenith Merger Sub, Inc.                        |   | Services:

Business                   |   | 8.3% (LIBOR +5.5%)    |   | 12/22/2017                 |   | 12/13/2023     |   |                | 2,970,000 |   |           |   | 2,945,336   |            |   |   | 2,970,000 |   |
| Total United States of America                 |   |                                  |   |                  |   |                       |   |           |   |                |      |   |           | $      | 306,979,198 |            |   | $ | 299,971,903 |   |
| Total Senior Secured First Lien Term Loans     |   |                                  |   |                  |   |                       |   |           |   |                |      |   |           | $      | 320,280,978 |            |   | $ | 313,161,444 |   |
| Second Lien Term Loans                         |   |                                  |   |                  |   |                       |   |           |   |                |      |   |           |   |        |            |   |   |   |   |
| United States of America                       |   |                                  |   |                  |   |                       |   |           |   |                |      |   |           |   |        |            |   |   |   |   |
| ABG Intermediate Holdings 2, LLC               |   | Retail                                |   | 10.27% (LIBOR +7.75%) |   | 09/26/2017                 |   | 09/29/2025     |   | $                   | 2,333,333 |   |           | $      | 2,318,455   |            |   | $ | 2,298,333 |   |
| AQA Aquisition Holding, Inc.                   |   | High Tech

Industries                 |   | 10.4% (LIBOR +8%)     |   | 10/01/2018                 |   | 05/24/2024     |   |                | 1,000,000 |   |           |   | 990,262     |            |   |   | 1,000,000 |   |
| CH Hold Corp                                   |   | Automotive                            |   | 9.77% (LIBOR +7.25%)  |   | 01/26/2017                 |   | 02/03/2025     |   |                | 1,000,000 |   |           |   | 996,187     |            |   |   | 998,750 |   |
| Constellis Holdings, LLC                       |   | Aerospace &

Defense              |   | 11.52% (LIBOR +9%)    |   | 04/18/2017                 |   | 04/21/2025     |   |                | 1,000,000 |   |           |   | 988,171     |            |   |   | 957,500 |   |
| DigiCert, Inc.                                 |   | High Tech

Industries                 |   | 10.52% (LIBOR +8%)    |   | 09/20/2017                 |   | 10/31/2025     |   |                | 600,000   |   |           |   | 597,475     |            |   |   | 584,250 |   |
| DiversiTech Holdings, Inc.                     |   | Consumer

goods: Durable              |   | 10.3% (LIBOR +7.5%)   |   | 05/18/2017                 |   | 06/02/2025     |   |                | 2,000,000 |   |           |   | 1,983,901   |            |   |   | 1,930,000 |   |
| Gruden Acquisition, Inc.                       |   | Transportation:

Cargo                |   | 11.3% (LIBOR +8.5%)   |   | 07/31/2015                 |   | 08/18/2023     |   |                | 500,000   |   |           |   | 485,531     |            |   |   | 501,250 |   |
| Midwest Physician Administrative Services, LLC |   | Healthcare &

Pharmaceuticals     |   | 9.5% (LIBOR +7%)      |   | 08/11/2017                 |   | 08/15/2025     |   |                | 979,043   |   |           |   | 970,936     |            |   |   | 948,448 |   |
| NextCare, Inc.                                 |   | Healthcare &

Pharmaceuticals     |   | 11.27% (LIBOR +8.75%) |   | 02/13/2018                 |   | 08/28/2023     |   |                | 1,000,000 |   |           |   | 987,295     |            |   |   | 1,030,000 |   |
| Optiv Security Inc                             |   | High Tech

Industries                 |   | 9.77% (LIBOR +7.25%)  |   | 01/19/2017                 |   | 01/31/2025     |   |                | 1,500,000 |   |           |   | 1,494,292   |            |   |   | 1,365,000 |   |
| Park Place Technologies, LLC                   |   | High Tech

Industries                 |   | 10.52% (LIBOR +8%)    |   | 03/22/2018                 |   | 03/29/2026     |   |                | 700,000   |   |           |   | 693,638     |            |   |   | 696,500 |   |
| SESAC Holdco II LLC                            |   | Media:

Diversified &

Production |   | 9.76% (LIBOR +7.25%)  |   | 02/13/2017                 |   | 02/24/2025     |   |                | 1,000,000 |   |           |   | 992,303     |            |   |   | 985,000 |   |
| TKC Holdings, Inc.                             |   | Services:

Business                   |   | 10.53% (LIBOR +8%)    |   | 01/31/2017                 |   | 02/01/2024     |   |                | 1,850,000 |   |           |   | 1,838,493   |            |   |   | 1,824,729 |   |

 

The accompanying notes are an integral part of these consolidated financial statements. 

16

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments 

As of December 31, 2018 

 

 

| Company/Security/Country (13)                     |   | Industry              |   | Interest Rate (1)      |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal /

Shares |       |   | Amortized Cost |   |        | Fair

Value (2) |   |
|--------------------------------------------------------|--------|-----------------------|--------|------------------------|--------|----------------------------|--------|----------------|--------|---------------------|------------|--------|----------------|--------|-------------|-----------------|--------|
| TV Borrower US, LLC                                    |   | High Tech

Industries |   | 11.05% (LIBOR + 8.25%) |   | 02/16/2017                 |   | 02/22/2025     |   | $                   | 1,000,000  |   |           | $      | 988,389     |            |   | $ | 1,006,250 |   |
| Wash Multifamily Laundry 

   Systems, LLC   |   | Services: Consumer    |   | 9.52% (LIBOR+7%)       |   | 05/04/2015                 |   | 05/15/2023     |   |                | 425,479    |   |           |   | 423,727     |            |   |   | 411,651 |   |
| Wash Multifamily Laundry 

   Systems, LLC   |   | Services: Consumer    |   | 9.52% (LIBOR+7%)       |   | 05/04/2015                 |   | 05/12/2023     |   |                | 74,521     |   |           |   | 74,214      |            |   |   | 72,099 |   |
| Total United States of 

   America          |   |                  |   |                   |   |                       |   |           |   |                |       |   |           | $      | 16,823,269  |            |   | $ | 16,609,760 |   |
| Total Second Lien Term 

   Loans            |   |                  |   |                   |   |                       |   |           |   |                |       |   |           | $      | 16,823,269  |            |   | $ | 16,609,760 |   |
| Total Investments                                      |   |                  |   |                   |   |                       |   |           |   |                |       |   |           | $      | 337,104,247 |            |   | $ | 329,771,204 |   |
| Cash equivalents                                       |   |                  |   |                   |   |                       |   |           |   |                |       |   |           |   |        |            |   |   |   |   |
| Dreyfus Government Cash 

   Management Fund |   |                  |   |                   |   |                       |   |           |   | $                   | 25,230,010 |   |           | $      | 25,230,010  |            |   | $ | 25,230,010 |   |
| Total Cash equivalents                                 |   |                  |   |                   |   |                       |   |           |   |                |       |   |           | $      | 25,230,010  |            |   | $ | 25,230,010 |   |

 

| (1)  | Variable interest rates indexed to 30-day, 60-day, 90-day or  180-day LIBOR rates, at the borrower’s option. LIBOR rates may be subject to interest rate floors. |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2)  | Represents fair value in accordance with ASC Topic 820. |
|-----------|---------------------------------------------------------|

| (3)  | Represents a delayed draw commitment of $580,645, of which $353,371 was unfunded as of December 31, 2018. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4)  | Represents a delayed draw commitment of $612,820, of which $460,886 was unfunded as of December 31, 2018. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5)  | Represents a delayed draw commitment of $1,538,462, which was unfunded as of December 31, 2018. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (6)  | Represents a delayed draw commitment of $125,217, which was unfunded as of December 31, 2018. Issuer pays 3.75% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7)  | Represents a delayed draw commitment of $588,235, which was unfunded as of December 31, 2018. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (8)  | Represents a delayed draw commitment of $564,516, which was unfunded as of December 31, 2018. Issuer does not pay unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9)  | Represents a delayed draw commitment of $896,552, of which $338,056 was unfunded as of December 31, 2018. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (10)  | Represents a delayed draw commitment of $294,107, which was unfunded as of December 31, 2018. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (11)  | Unsettled trade that interest will start to accrue on when the trade settles. 3 month LIBOR as of December 31, 2018 is shown to reflect possible projected interest rate. |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (12)  | Unfunded amount will start to accrue interest when the position is funded. 3 month LIBOR as of December 31, 2018 is shown to reflect possible projected interest rate. |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (13)  | All investments are pledged as collateral for loans payable unless otherwise noted. |
|------------|-------------------------------------------------------------------------------------|

 

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

17

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

 

| 1. | Organization and Structure |
|----|----------------------------|

On December 2, 2014, THL Credit Logan JV LLC (the “Logan JV”) was formed as a Delaware limited liability company to invest primarily in senior secured first lien term loans. 

Logan JV operates under a limited liability agreement dated December 3, 2014 (the “Agreement”), by and among THL Credit, Inc., a Delaware corporation (“THL Credit”) and Perspecta Trident LLC, an affiliate of Perspecta Trust LLC, (“Perspecta”), each, a “Member” and, collectively, the “Members”. All Logan JV investment decisions must be unanimously approved by Logan JV’s investment committee consisting of one representative from each of THL Credit and Perspecta. 

Logan JV is capitalized with capital contributions which are called from the Members, on a pro-rata basis based on their capital commitments, as transactions are completed. Any decision by Logan JV to call down on capital commitments requires the explicit authorization of each Member, and each Member may withhold such authorization for any reason in its sole discretion. 

Logan JV invests capital contributions into its wholly owned investment company subsidiary, THL Credit Logan JV SPV I LLC (the “SPV”), a Delaware limited liability company formed on December 1, 2014. The SPV operates under a limited liability agreement dated December 3, 2014, with Logan JV, its “Initial Member” and “Designated Manager”. Logan JV shall continue without dissolution until all investments are liquidated by the company. 

The SPV invests capital contributions from Logan JV, along with borrowings from a syndicated senior credit facility, primarily in broadly syndicated loans, in addition to directly originated loans. 

The fully consolidated company is herein referred to as the “Company”. 

| 2. | Significant Accounting Policies |
|----|---------------------------------|

Basis of Presentation 

The accompanying consolidated financial statements of Logan JV have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Designated Manager has determined Logan JV is an investment company under ASC 946 in accordance with GAAP. Therefore Logan JV follows the accounting and reporting guidance for investment companies. 

Use of Estimates 

The preparation of the financial statements in conformity with GAAP requires the use of certain estimates and assumptions that may affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ significantly from the estimates included in the financial statements, and such differences could be material. 

Consolidation 

Logan JV follows the guidance in ASC Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) and will not generally consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to Logan JV. Logan JV has consolidated its wholly owned subsidiary, the SPV. All inter-company accounts and transactions have been eliminated in consolidation. 

Cash and Cash Equivalents 

Cash and cash equivalents consist of demand deposits and a money market fund held with one financial institution as of December 31, 2019 and 2018. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation insured limit and therefore is subject to credit risk. Cash equivalents are assets with an original maturity of three months or less. As of December 31, 2019 and 2018, Logan JV held $10,596,212 and $25,230,010 of cash equivalents, respectively. 

 

 

18

----

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

Deferred Financing Costs 

Deferred financing costs consist of fees and expenses paid in connection with the closing of the credit facility. These costs are capitalized at the time of payment and are amortized using the straight line method over the term of the credit facility. Capitalized deferred financing costs related to the credit facility are presented net against the respective balance outstanding on the Consolidated Statements of Assets, Liabilities and Members’ Capital. 

Distributions 

Logan JV intends to make regular quarterly cash distributions of all or a portion of its net investment income and net realized gains. 

Investment Transactions and Investment Income 

Investment transactions are recorded on a trade-date basis. Logan JV measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method. Logan JV reports changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation or depreciation on investments in the Consolidated Statements of Operations. 

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that Logan JV expects to collect such amounts. Original issue discount, principally representing the market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. 

Logan JV capitalizes and amortizes upfront loan origination fees received in connection with the closing of investments. The unearned income from such fees is accreted into interest income over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized upfront loan origination fees, and unamortized discounts are recorded as interest income. 

Logan JV may have investments in its portfolio which contain a contractual paid-in-kind, or PIK, interest provision. PIK interest is computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment, and is recorded as income. Logan JV will cease accruing PIK interest if there is insufficient value to support the accrual or if amounts are not expected to be collectible and will generally only begin to recognize PIK income again when all principal and interest have been paid or upon a restructuring of the investment where the interest is deemed collectable. 

Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when it is no longer probable that principal or interest will be collected. However, Logan JV may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2019, the Company has loans on non-accrual with an amortized cost basis of $5,323,952 and fair value of $2,174,801. As of December 31, 2018 the Company had no loans on non-accrual. 

Other income includes unused commitment fees associated with investments in portfolio companies and amendment fees. 

Expenses are recorded on an accrual basis. 

Revolving and Unfunded Delayed Draw Loans 

For Logan JV’s investments in revolving and delayed draw loans, the cost basis of the investments purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for unrealized appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. As of December 31, 2019 and 2018, Logan JV had $3,860,792 and $4,262,850 of unfunded commitments, respectively. 

19

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

Income Taxes 

As a limited liability company, Logan JV itself is not subject to U.S. Federal income taxes. Each Member is individually liable for income taxes, if any, on its share of Logan JV’s net taxable income. Interest, dividends and other income realized by Logan JV from non-U.S. sources and capital gains realized on the sale of securities of non-U.S. issuers may be subject to withholdings and other taxes levied by the jurisdiction in which the income is sourced. Each Member is required for income tax purposes to take into account its distributive share of all items of Logan JV’s income, gain, loss, deductions, and other items for such taxable year of Logan JV. The tax basis income and losses may differ from the income and losses in the Statements of Operations, which is prepared in accordance with GAAP. 

Logan JV determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, any tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. There were no uncertain tax positions as of December 31, 2019 and 2018. Logan JV’s federal tax years 2017 forward remain subject to examination by taxing authorities. 

| 3. | Investment Valuation |
|----|----------------------|

Investments, for which market quotations are readily available, are valued using market quotations, which are generally obtained from an independent pricing service, broker-dealers or market makers. 

Investments for which market quotations are not readily available, or are not considered to be the best estimate of fair value, are valued at fair value as determined in good faith by Logan JV. Consequently, it is expected that certain portfolio investments’ values will be determined in good faith by Logan JV following its documented valuation policy. 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 Logan JV’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. 

With respect to investments for which market quotations are not readily available or not considered to be the best estimate, Logan JV develops a valuation for each investment in the Company. Logan JV may also use independent valuation firms to provide independent appraisals and present a valuation recommendation that it considers in determining the fair value of certain investments in the Company. 

The types of factors that Logan JV may take into account in estimating fair value pricing of its investments include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Logan JV generally utilizes an income approach to value its debt investments and a combination of income and market approaches to value equity investments, if applicable. With respect to unquoted securities, Logan JV, in periodic consultation with independent third party valuation firms, values each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. For debt investments, Logan JV determines the fair value primarily using an income or yield approach that analyzes the discounted cash flows of interest and principal for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of each portfolio investment. Logan JV’s estimate of the expected repayment date is generally the legal maturity date of the instrument. The yield analysis considers changes in leverage levels, credit quality, portfolio company performance and other factors. 

In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, Logan JV discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: 

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; 

20

----

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

Level 2 – Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly; 

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. 

The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. 

Logan JV considers whether the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly in determining fair value. Accordingly, if Logan JV determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances. 

The following is a summary of the industry classification in which Logan JV was invested as of December 31, 2019: 

 

| Industry                                      |   | Cost   |        |   | Fair Value |   |        | % of Members’

Capital |   |
|-----------------------------------------------|--------|--------|-------------|--------|------------|--------|-------------|------------------------------|--------|
| Aerospace & defense                       |   | $      | 10,381,895  |   |       | $      | 8,402,111   |                         |   |   | 8.06 | % |
| Automotive                                    |   |   | 376,159     |   |       |   | 330,554     |                         |   |   | 0.32 | % |
| Banking, finance, insurance & real estate |   |   | 25,979,277  |   |       |   | 25,961,210  |                         |   |   | 24.91 | % |
| Beverage, food & tobacco                  |   |   | 5,907,410   |   |       |   | 5,984,179   |                         |   |   | 5.74 | % |
| Capital equipment                             |   |   | 7,943,196   |   |       |   | 8,111,697   |                         |   |   | 7.78 | % |
| Chemicals, plastics & rubber              |   |   | 9,779,810   |   |       |   | 9,631,505   |                         |   |   | 9.24 | % |
| Construction & Building                   |   |   | 4,041,260   |   |       |   | 4,104,502   |                         |   |   | 3.94 | % |
| Consumer goods                                |   |   | 5,061,870   |   |       |   | 4,762,092   |                         |   |   | 4.57 | % |
| Containers, packaging & glass             |   |   | 7,541,545   |   |       |   | 7,436,521   |                         |   |   | 7.13 | % |
| Energy                                        |   |   | 11,409,038  |   |       |   | 11,381,616  |                         |   |   | 10.92 | % |
| Environmental industries                      |   |   | 1,596,150   |   |       |   | 1,593,923   |                         |   |   | 1.53 | % |
| Forest Products & Paper                   |   |   | 1,980,039   |   |       |   | 2,008,750   |                         |   |   | 1.93 | % |
| Healthcare & pharmaceuticals              |   |   | 62,960,951  |   |       |   | 62,217,484  |                         |   |   | 59.69 | % |
| High tech industries                          |   |   | 37,179,971  |   |       |   | 36,466,923  |                         |   |   | 34.98 | % |
| Hotel, gaming & leisure                   |   |   | 6,551,766   |   |       |   | 6,392,816   |                         |   |   | 6.13 | % |
| Media                                         |   |   | 15,990,694  |   |       |   | 15,839,895  |                         |   |   | 15.20 | % |
| Metals & Mining                           |   |   | 4,879,635   |   |       |   | 4,479,394   |                         |   |   | 4.30 | % |
| Retail                                        |   |   | 9,654,449   |   |       |   | 9,018,653   |                         |   |   | 8.65 | % |
| Services                                      |   |   | 67,208,070  |   |       |   | 65,999,954  |                         |   |   | 63.30 | % |
| Telecommunications                            |   |   | 16,381,547  |   |       |   | 16,495,803  |                         |   |   | 15.82 | % |
| Transportation                                |   |   | 16,120,145  |   |       |   | 15,663,151  |                         |   |   | 15.03 | % |
| Utilities                                     |   |   | 4,362,477   |   |       |   | 4,295,243   |                         |   |   | 4.12 | % |
| Wholesale                                     |   |   | 6,796,025   |   |       |   | 5,603,752   |                         |   |   | 5.38 | % |
| Total investments                             |   | $      | 340,083,379 |   |       | $      | 332,181,728 |                         |   |   | 318.67 | % |

 

21

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

The following is a summary of the industry classification in which Logan JV was invested as of December 31, 2018: 

 

| Industry                                      |   | Cost   |        |   | Fair Value |   |        | % of

Members’

Capital |   |
|-----------------------------------------------|--------|--------|-------------|--------|------------|--------|-------------|-------------------------------|--------|
| Aerospace & defense                       |   | $      | 7,842,060   |   |       | $      | 7,754,398   |                          |   |   | 7.31 | % |
| Automotive                                    |   |   | 1,481,136   |   |       |   | 1,446,925   |                          |   |   | 1.36 | % |
| Banking, finance, insurance & real estate |   |   | 33,378,307  |   |       |   | 32,812,852  |                          |   |   | 30.95 | % |
| Beverage, food & tobacco                  |   |   | 11,222,150  |   |       |   | 10,575,373  |                          |   |   | 9.97 | % |
| Capital equipment                             |   |   | 5,421,195   |   |       |   | 5,271,253   |                          |   |   | 4.97 | % |
| Chemicals, plastics & rubber              |   |   | 10,643,428  |   |       |   | 10,611,313  |                          |   |   | 10.01 | % |
| Construction & Building                   |   |   | 977,925     |   |       |   | 985,000     |                          |   |   | 0.93 | % |
| Consumer goods                                |   |   | 10,754,638  |   |       |   | 10,714,982  |                          |   |   | 10.11 | % |
| Containers, packaging & glass             |   |   | 7,674,335   |   |       |   | 7,607,034   |                          |   |   | 7.17 | % |
| Energy                                        |   |   | 10,750,653  |   |       |   | 9,873,416   |                          |   |   | 9.31 | % |
| Healthcare & pharmaceuticals              |   |   | 63,613,182  |   |       |   | 63,052,654  |                          |   |   | 59.46 | % |
| High tech industries                          |   |   | 50,795,705  |   |       |   | 49,555,003  |                          |   |   | 46.74 | % |
| Hotel, gaming & leisure                   |   |   | 4,834,285   |   |       |   | 4,775,763   |                          |   |   | 4.50 | % |
| Media                                         |   |   | 18,667,217  |   |       |   | 18,521,742  |                          |   |   | 17.47 | % |
| Metals & Mining                           |   |   | 4,923,952   |   |       |   | 4,933,965   |                          |   |   | 4.65 | % |
| Retail                                        |   |   | 12,374,630  |   |       |   | 11,796,611  |                          |   |   | 11.13 | % |
| Services                                      |   |   | 48,536,180  |   |       |   | 46,977,761  |                          |   |   | 44.31 | % |
| Telecommunications                            |   |   | 14,397,249  |   |       |   | 14,303,927  |                          |   |   | 13.49 | % |
| Transportation                                |   |   | 7,850,720   |   |       |   | 7,454,837   |                          |   |   | 7.03 | % |
| Utilities                                     |   |   | 4,399,495   |   |       |   | 4,410,549   |                          |   |   | 4.16 | % |
| Wholesale                                     |   |   | 6,565,805   |   |       |   | 6,335,846   |                          |   |   | 5.98 | % |
| Total investments                             |   | $      | 337,104,247 |   |       | $      | 329,771,204 |                          |   |   | 311.01 | % |

 

The following is a summary of the geographical concentration of Logan JV’s investment portfolio as of December 31, 2019: 

 

|                     |   | Cost   |        |   | Fair Value |   |        | % of

Members’

Capital |   |
|--------------------------|--------|--------|-------------|--------|------------|--------|-------------|-------------------------------|--------|
| Australia                |   | $      | 1,485,000   |   |       | $      | 1,500,000   |                          |   |   | 1.44 | % |
| Canada                   |   |   | 5,601,639   |   |       |   | 5,600,054   |                          |   |   | 5.37 | % |
| Germany                  |   |   | 3,903,254   |   |       |   | 3,407,363   |                          |   |   | 3.27 | % |
| Luxembourg               |   |   | 2,937,404   |   |       |   | 2,806,965   |                          |   |   | 2.69 | % |
| United Kingdom           |   |   | 9,045,356   |   |       |   | 9,103,401   |                          |   |   | 8.73 | % |
| United States of America |   |   | 317,110,726 |   |       |   | 309,763,945 |                          |   |   | 297.17 | % |
| Total investments        |   | $      | 340,083,379 |   |       | $      | 332,181,728 |                          |   |   | 318.67 | % |

 

The following is a summary of the geographical concentration of Logan JV’s investment portfolio as of December 31, 2018: 

 

|                     |   | Cost   |        |   | Fair Value |   |        | % of Members’

Capital |   |
|--------------------------|--------|--------|-------------|--------|------------|--------|-------------|----------------------------------------|--------|
| Canada                   |   | $      | 1,724,824   |   |       | $      | 1,698,667   |                                   |   |   | 1.60 | % |
| Germany                  |   |   | 3,938,456   |   |       |   | 3,929,228   |                                   |   |   | 3.71 | % |
| United Kingdom           |   |   | 7,638,500   |   |       |   | 7,561,646   |                                   |   |   | 7.13 | % |
| United States of America |   |   | 323,802,467 |   |       |   | 316,581,663 |                                   |   |   | 298.57 | % |
| Total investments        |   | $      | 337,104,247 |   |       | $      | 329,771,204 |                                   |   |   | 311.01 | % |

 

22

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

The following is a summary of the levels within the fair value hierarchy in which Logan JV was invested as of December 31, 2019: 

 

|                       |   | Fair Value |        |   | Level 1 |   |       | Level 2 |   |   | Level 3    |   |
|----------------------------|--------|------------|-------------|--------|---------|--------|------------|---------|--------|--------|------------|--------|
| First Lien                 |   | $          | 324,815,028 |   |    | $      | —    |    |   | $      | 49,805,817 |   |   | $ | 275,009,211 |   |
| Second Lien                |   |       | 7,366,700   |   |    |   | —    |    |   |   | —    |   |   |   | 7,366,700 |   |
| Equity                     |   |       | —     |   |    |   | —    |    |   |   | —    |   |   |   | — |   |
| Total investments          |   |       | 332,181,728 |   |    |   | —    |    |   |   | 49,805,817 |   |   |   | 282,375,911 |   |
| Cash equivalents           |   |       | 10,596,212  |   |    |   | 10,596,212 |    |   |   | —    |   |   |   | — |   |
| Total assets at fair value |   | $          | 342,777,940 |   |    | $      | 10,596,212 |    |   | $      | 49,805,817 |   |   | $ | 282,375,911 |   |

 

The following is a summary of the levels within the fair value hierarchy in which Logan JV was invested as of December 31, 2018: 

 

|                       |   | Fair Value |        |   | Level 1 |   |       | Level 2 |   |   | Level 3    |   |
|----------------------------|--------|------------|-------------|--------|---------|--------|------------|---------|--------|--------|------------|--------|
| First Lien                 |   | $          | 313,161,444 |   |    | $      | —    |    |   | $      | 40,389,119 |   |   | $ | 272,772,325 |   |
| Second Lien                |   |       | 16,609,760  |   |    |   | —    |    |   |   | —    |   |   |   | 16,609,760 |   |
| Total investments          |   |       | 329,771,204 |   |    |   | —    |    |   |   | 40,389,119 |   |   |   | 289,382,085 |   |
| Cash equivalents           |   |       | 25,230,010  |   |    |   | 25,230,010 |    |   |   | —    |   |   |   | — |   |
| Total assets at fair value |   | $          | 355,001,214 |   |    | $      | 25,230,010 |    |   | $      | 40,389,119 |   |   | $ | 289,382,085 |   |

 

The following table rolls forward the changes in fair during the year ended December 31, 2019 for investments classified within Level 3: 

 

|                                          |   | First Lien |        |   | Second Lien |   |       | Equity |   |   | Total    |   |
|-----------------------------------------------|--------|------------|-------------|--------|-------------|--------|------------|--------|--------|--------|----------|--------|
| Balance as of January 1, 2019                 |   | $          | 272,772,325 |   |        | $      | 16,609,760 |   |   | $      | —  |   |   | $ | 289,382,085 |   |
| Purchases                                     |   |       | 81,580,870  |   |        |   | —    |   |   |   | 575,662  |   |   |   | 82,156,532 |   |
| Sales and repayments                          |   |       | (66,992,882 | )      |        |   | (7,653,635 | )      |   |   | —  |   |   |   | (74,646,517 | ) |
| Unrealized depreciation                       |   |       | (1,793,025  | )      |        |   | (882,476   | )      |   |   | (575,662 | )      |   |   | (3,251,163 | ) |
| Net realized gain                             |   |       | (4,408,564  | )      |        |   | (761,308   | )      |   |   | —  |   |   |   | (5,169,872 | ) |
| Net accretion of premiums, discounts and fees |   |       | 863,145     |   |        |   | 54,359     |   |   |   | —  |   |   | 917,504 |   |
| Transfers into Level 3                        |   |       | 13,163,797  |   |        |   | —    |   |   |   | —  |   |   |   | 13,163,797 |   |
| Transfers out of Level 3                      |   |       | (20,176,455 | )      |        |   | —    |   |   |   | —  |   |   |   | (20,176,455 | ) |
| Balance as of December 31, 2019               |   | $          | 275,009,211 |   |        | $      | 7,366,700  |   |   | $      | —  |   |   | $ | 282,375,911 |   |

 

Transfers into and out of Level 3 are primarily attributable to changes in the level of market activity during the period. It is Logan JV’s policy to recognize transfers into and out of Level 3 at the beginning of the reporting period. 

The following table rolls forward the changes in fair during the year ended December 31, 2018 for investments classified within Level 3: 

 

|                                          |   | First Lien |        |   | Second Lien |   |       | Total  |   |
|-----------------------------------------------|--------|------------|-------------|--------|-------------|--------|------------|--------|--------|
| Balance as of January 1, 2018                 |   | $          | 183,679,166 |   |        | $      | 15,161,368 |   |   | $ | 198,840,534 |   |
| Purchases                                     |   |       | 185,197,887 |   |        |   | 3,784,807  |   |   |   | 188,982,694 |   |
| Sales and repayments                          |   |       | (96,549,705 | )      |        |   | (5,260,966 | )      |   |   | (101,810,671 | ) |
| Unrealized depreciation                       |   |       | (4,713,021  | )      |        |   | (302,254   | )      |   |   | (5,015,275 | ) |
| Net realized gain                             |   |       | 40,454      |   |        |   | 40,563     |   |   |   | 81,017 |   |
| Net accretion of premiums, discounts and fees |   |       | 860,913     |   |        |   | 67,247     |   |   |   | 928,160 |   |
| Transfers into Level 3                        |   |       | 10,322,079  |   |        |   | 3,118,995  |   |   |   | 13,441,074 |   |
| Transfers out of Level 3                      |   |       | (6,065,448  | )      |        |   | —    |   |   |   | (6,065,448 | ) |
| Balance as of December 31, 2018               |   | $          | 272,772,325 |   |        | $      | 16,609,760 |   |   | $ | 289,382,085 |   |

23

----

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

 

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2019: 

 

| Description |   | Fair Value at

December 31,

2019 (1) |       |   | Valuation

Technique |                                          | Unobservable

Inputs |                                    | Weighted

Average(2) |
|-------------|--------|---------------------------------------|------------|--------|----------------------|-----------------------------------------------|----------------------|-----------------------------------------|----------------------|
| First Lien  |   | $                                     | 30,739,069 |   |                 | Discounted Cash Flows (income approach)       |                 | Comparative Yield                       |                 | 5.9%-10.0%

(7.6%) |
|        |   |                                  | 22,202,025 |   |                 | Discounted Cash Flows (income approach)       |                 | Weighted Average Cost of Capital (WACC) |                 | 5.5%-13.1%

(6.7%) |
|        |   |                                  | 12,093,026 |   |                 | Market comparable companies (market approach) |                 | EBITDA multiple                         |                 | 0.3x-8.0x

(6.1x) |
| Equity      |   |                                  | 0          |   |                 | Market comparable companies (market approach) |                 | EBITDA multiple                         |                 | 5.7x |
|        |   | $                                     | 65,034,120 |   |                 |                                          |                 |                                    |                 |   |

 

|   | (1) | Included within the Level 3 assets of $282,375,911 is an amount of $217,341,791 for which Logan JV did not develop the unobservable inputs for the determination of fair value (examples included single source quotation and prior or pending transactions). |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Weighted average based upon the fair value of the investments in each investment category. |
|--------|-----|--------------------------------------------------------------------------------------------|

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2018: 

 

| Description |   | Fair Value at

December 31,

2018 (1) |       |   | Valuation

Technique |                                           | Unobservable

Inputs |                                      | Weighted

Average(2) |
|-------------|--------|---------------------------------------|------------|--------|----------------------|------------------------------------------------|----------------------|-------------------------------------------|----------------------|
| First Lien  |   | $                                     | 54,894,557 |   |                 | Discounted Cash Flows (income approach)        |                 | Weighted Average

Cost of Capital

(WACC) |                 | 7.0%-13.9%

(9.0%) |
|        |   |                                  | 2,257,318  |   |                 | Market comparable companies (market

approach) |                 | EBITDA multiple                           |                 | (6.2x) |
| Second Lien |   |                                  | 1,030,000  |   |                 | Discounted Cash Flows (income approach)        |                 | Weighted Average Cost of Capital (WACC)   |                 | 9.9%-11.8%

(10.9%) |
|        |   | $                                     | 58,181,875 |   |                 |                                           |                 |                                      |                 |   |

 

|   | (1) | Included within the Level 3 assets of $289,382,085 is an amount of $231,200,210 for which the Logan JV did not develop the unobservable inputs for the determination of fair value (examples included single source quotation and prior or pending transactions). |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Weighted average based upon the fair value of the investments in each investment category. |
|--------|-----|--------------------------------------------------------------------------------------------|

The two primary significant unobservable input used in the fair value measurement of the Company’s debt securities is the weighted average cost of capital, or WACC, and the comparative yield. Significant increases (decreases) in the WACC or in the comparative yield in isolation would result in a significantly lower (higher) fair value measurement. In determining the WACC, for the income, or yield approach, the Company considers current market yields and multiples, portfolio company performance, leverage levels, credit quality, among other factors, the performance of the portfolio company and the expected term of the investment. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate WACC to use in the income approach. In determining the comparative yield, for the income, or yield approach, the Company considers current market yields and multiples, weighted average cost of capital, portfolio company performance, 

24

----

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

leverage levels, credit quality, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate comparative yield to use in the income approach. Significant increases (decreases) in the multiple in isolation would result in a significantly higher (lower) fair value measurement. To determine the multiple for the market approach, the Company considers current market trading and/or transaction multiples, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate multiple to use in the market approach. 

| 4. | Credit Facility |
|----|-----------------|

On December 17, 2014, Logan JV, through Logan JV SPV, entered into a senior credit facility (the “Facility”) with Deutsche Bank AG. The facility as amended allows the Company to borrow up to $275,000,000 subject to a borrowing base from Deustche Bank AG and other co-lenders. The current revolving loan period ends on January 12, 2021 and the final maturity date is January 12, 2023. 

As of December 31, 2019 and 2018, the Company had $236,141,123 and $241,679,121 of outstanding borrowings under the Facility, respectively. The Facility requires payment of interest on a quarterly basis using three month LIBOR (with no LIBOR floor) plus 2.20%. The Facility’s all-in interest rate as of December 2019 and 2018 was 4.19% and 4.64%, respectively. 

Borrowings under the Facility are subject to, among other things, a minimum borrowings base. The Facility has certain collateral requirements and/or financial covenants, including covenants related to: (a) limitations on the incurrence of additional indebtedness, (b) eligibility of certain investments, (c) limitations on concentrations, (d) collateral quality tests, and (e) compliance with certain financial maintenance standards including minimum Members’ capital. In addition to the financial maintenance standards, described in the preceding sentence, borrowings under the Facility are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio. 

The Facility’s document also includes default provisions such as the failure to make timely payments, uncured breach of the borrowing base, borrower bankruptcy, the occurrence of a change in control, and the Company’s failure to materially perform under the operative agreements governing the Facility, which, if not complied with, could, at the option of the lender, accelerate repayment under the Facility, thereby materially and adversely affecting liquidity, financial condition and results of operations. Each loan originated under the Facility is subject to the satisfaction of certain conditions. It cannot be assured that Logan JV will be able to borrow funds under the Facility at any particular time or at all. The Company is currently in compliance with all financial covenants under the Facility; and was so during the period. 

As of December 31, 2019 and 2018, the carrying amount of the Company’s outstanding loan approximated fair value. The fair values of the Company’s loan is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s loan is estimated based upon market interest rates and entities with similar credit risk. As of December 31, 2019 and 2018, the loan would be deemed to be Level 3 of the fair value hierarchy. 

For the years ended December 31, 2019, 2018, and 2017, the Company incurred interest expense and related fees, excluding amortization of deferred financing costs, of $11,838,691, $9,769,526 and $5,861,844, respectively. 

For the years ended December 31, 2019, 2018, and 2017, amortization of deferred financing costs totaled $805,229, $740,789 and $468,483 respectively. The unamortized fees and expenses are presented in the Consolidated Statements of Assets, Liabilities and Members’ Capital as a reduction to the loans payable balance and are being amortized using the straight line method. 

| 5. | Recent Accounting Pronouncements |
|----|----------------------------------|

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)”, which seeks to reduce diversity in how certain cash payments are presented in the Statement of Cash Flows. Under ASU 2016-15, an entity will need to conform to the presentation as prescribed for eight specific cash flow issues. ASU 2016-15 will be effective for annual and interim reporting periods after December 15, 2017. The application of this guidance does not have a material impact on Logan JV’s consolidated financial statements. 

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which impacts fair value disclosure for both private and public companies. ASU 2018-13 removes, modifies, and adds certain fair value related disclosures. ASU 2018-13 is effective for annual and interim reporting periods beginning after December 15, 2019. The application of this guidance does not have a material impact on Logan JV’s consolidated financial statements. For further detail, refer to Footnote 3, Investment Valuation. 

| 6. | Investment Risk |
|----|-----------------|

Logan JV’s investing activities expose it to various types of risks that are associated with the markets and financial instruments in which it invests. The significant types of financial risks to which Logan JV is exposed include, but are not limited to, market risk, credit risk, liquidity risk, and interest risk. 

Market Risk 

Market risk encompasses the potential for both losses and gains and includes, but is not limited to, price risk. Logan JV’s investments are long-term and illiquid and there is no assurance that Logan JV will achieve investment objectives including targeted returns. 

Credit Risk 

The value of Logan JV’s investments will generally fluctuate in response to company, political, or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. Lower-quality debt securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Lower-quality debt securities can be thinly traded or have restrictions on resale, making them difficult to sell at an acceptable price. The default rate for lower-quality debt securities is likely to be higher during economic recessions or periods of high interest rates. 

Liquidity Risk 

Logan JV invests in syndicated bank loans. Syndicated loans are typically bought and sold by institutional investors in individually negotiated private transactions that function in many respects like an over-the-counter (“OTC”) secondary market, although no formal market-makers exist. This market, while having grown substantially, generally has fewer trades and less liquidity than the secondary market for other types of securities. Some syndicated loans have few or no trades, or trade infrequently, and information regarding a specific senior loan may not be widely available or may be incomplete. For loans that are provided directly to borrowers, all of these positions are subject to legal and other restrictions on resale or will be otherwise less liquid than publicly traded securities. The illiquidity of its investments may make it difficult for Logan JV to sell such investments if the need arises. In addition, if Logan JV is required to liquidate all or a portion of its portfolio quickly, Logan JV may realize significantly less than the value at which it had previously recorded its investments. The extent of this exposure is reflected in the carrying value of these financial assets and recorded in the Consolidated Statements of Assets, Liabilities and Members’ Capital. Further, Logan JV may face other restrictions on its ability to liquidate an investment in a portfolio company to the extent that it, or an affiliated entity, has material non-public information regarding such portfolio company. 

Interest Risk 

The value of Logan JV’s investments will generally fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. Some of Logan JV’s investments involve the acquisitions of fixed income securities. Any increase to prevailing interest rates may result in a decrease in the value of fixed income securities held or vice versa. Additionally, changes in market rates may result in declining yields upon reinvestment of excess cash balances. 

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

LIBOR Risk 

LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. Logan JV typically uses LIBOR as a reference rate in floating-rate loans Logan JV extends to portfolio companies such that the interest due to Logan JV pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of Logan JV’s debt investments generally include minimum interest rate floors which are calculated based on LIBOR. 

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next several years. As a result of this transition, interest rates on financial instruments tied to LIBOR rates, as well as the revenue and expenses associated with those financial instruments, may be adversely affected. Further, any uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the value of our financial instruments tied to LIBOR rates. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. Upon LIBOR’s phase out, Logan JV will need to renegotiate the credit agreements extending beyond 2021 with the Company’s portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established. 

There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, volatility in risk-free benchmark rates, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have a material adverse effect on Logan JV’s business, result of operations, financial condition, and unit price. 

| 7. | Related Party Transactions |
|----|----------------------------|

Administration Expenses 

Administration services are provided by THL Credit Advisors LLC, (the “Administrator”) a Delaware limited liability company, through an administration agreement approved by Logan JV on December 3, 2014. In accordance with the agreement, the Administrator shall provide such services necessary for the operation of Logan JV; including, but not limited to, office facilities, clerical, bookkeeping and record keeping services. In connection with these services, the Administrator is entitled to be reimbursed for the costs and expenses incurred by the Administrator in performing its responsibilities under the agreement. Logan JV will reimburse the Administrator for its allocable portion of the costs and expenses incurred by the Administrator in performance of its duties under the administration agreement. For the years ended December 31, 2019 and 2018, and 2017, Logan JV incurred $161,645, $191,992 and $180,142, respectively, that are included in other general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2019 and 2018, $50,000 was payable to the Administrator, and is included within accrued expenses on the Consolidated Statements of Assets, Liabilities and Members’ Capital. 

Logan JV does not pay management fees or incentive fees. 

| 8. | Members’ Capital |
|----|------------------------|

Commitments and Contributions 

Member interests in Logan JV, as defined in the Agreement, refer to percentage interests (the “Percentages”) based on capital commitments. As set forth in the Agreement, each Member is deemed to be a Managing Member. Aggregate commitments totaling $250,000,000 have been raised from the Members. THL Credit has committed to provide 80%, or $200,000,000, of the total commitment, of which $100,600,000 has been called through December 31, 2019. The remaining 20%, or $50,000,000, of the total commitment will be provided by Perspecta, of which $25,150,000 has been called through December 31, 2019. For the years ended December 31, 2019, 2018 and 2017, $10,000,000, $32,000,000 and $10,000,000 of capital was called, respectively. The Members had contributed 50.3%, 46.3% and 33.5% of their capital commitments as of December 31, 2019, 2018 and 2017, respectively. In February 2019, the Company returned $4,000,000 to the Members. THL Credit’s and Perspecta’s commitment as of December 31, 2019 were $97,400,000 and $24,350,000, respectively. 

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements (continued) 

 

Capital Accounts 

Capital Accounts are maintained for each Member consisting of the Members’ Capital Contribution, increased or decreased by Profit or Loss (each as defined in the Agreement) allocated to the Member, decreased by the cash or Value (as defined in the Agreement) of property distributed to the Member (giving net effect to any liabilities to which the property is subject or which the Member assumes), and otherwise maintained consistent with this Agreement. In the event that the Administrator under the agreement, determines that it is prudent to modify the manner in which capital accounts, including all debits and credits to the capital accounts, are computed in order to be maintained consistent with the Agreement, the Administrator is authorized to make those modifications to the extent that they do not result in a material adverse effect to any Member. 

Allocations of Profit and Loss 

Subject to the Agreement, Profit or Loss is allocated among the Members on a pro rata basis. Loss is allocated among the Members pro rata in accordance with their capital accounts. Profit is allocated among the Members (i) first, pro rata until the cumulative amount of profit allocated to a Member (or any transferee of any Member) equals the cumulative amount of Loss previously allocated to the Member (or any transferee of that Member) and (ii) thereafter pro rata in accordance with the Members’ capital accounts. All allocations for the years ended December 31, 2019 and 2018 and 2017 were based on each Member’s pro rata share in accordance with their capital accounts. 

Distributions 

To the extent of available cash and cash equivalents after payment of expenses, Logan JV shall make distributions quarterly in the amounts as determined by board approval, shared among the Members in proportion to their respective capital accounts after payment of any temporary advances or fees related thereto. All distributions for the years ended December 31, 2019, 2018 and 2017 were based on Members’ pro rata share of their capital accounts. For the years ended December 31, 2019, and 2018, $12,350,000 and $12,450,000 of distributions were declared, respectively. As of December 31, 2019, and 2018, $3,650,000 and $3,360,000 of distributions were payable to Members, respectively. 

| 9. | Commitments and Contingencies |
|----|-------------------------------|

From time to time, Logan JV or the Administrator, in its capacity as the investment adviser to Logan JV, may become party to legal proceedings in the ordinary course of business, including proceedings related to the enforcement of Logan JV’s rights under contracts with its portfolio companies. Neither Logan JV, nor the Administrator, in such capacity, is currently subject to any material legal proceedings. 

As of December 31, 2019 and 2018, Logan JV did not have any additional commitments or contingencies except revolving and unfunded delayed draw loans described in Note 2. 

| 10. | Financial Highlights |
|-----|----------------------|

Nonpublic investment vehicles, such as Logan JV, are required to disclose certain financial highlights related to their investment performance and operations. However, since the Members are responsible for all investment making and business decisions, there is no requirement to show financial highlights in accordance with ASC Topic 946. Therefore, since Logan JV only consists of Managing Members, the financial highlights have been omitted. 

| 11. | Subsequent Events |
|-----|-------------------|

On December 8, 2019, THL Credit Advisors LLC and First Eagle Investment Management, LLC (“First Eagle”) entered into a definitive agreement, whereby First Eagle agreed, subject to the satisfaction of certain closing conditions, to merge a newly formed subsidiary of First Eagle with and into the Administrator, with the Administrator as the surviving company (the “Transaction”). The Transaction closed on January 31, 2020. Immediately after closing of the Transaction, the Administrator changed its name to First Eagle Alternative Credit, LLC. 

Logan JV has evaluated the events or transactions that may require disclosure in Logan JV’s financial statements and no additional items were noted that required disclosure or adjustment through March 4, 2020, the date that the financial statements were available to be issued. 

 

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