Exhibit 99.1 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Consolidated Financial Statements for the years ended December 31, 2018, 2017, and 2016 

 

 

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THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Table of Contents 

December 31, 2018, 2017 and 2016 

 

 

|                                                                      | Page(s) |
|---------------------------------------------------------------------------|---------|
|                                                                      |    |
| Report of Independent Auditors                                            | 2       |
|                                                                      |    |
| Financial Statements:                                                     |    |
|                                                                      |    |
| Consolidated Statements of Assets, Liabilities and Members’ Capital | 3       |
|                                                                      |    |
| Consolidated Statements of Operations                                     | 4       |
|                                                                      |    |
| Consolidated Statements of Changes in Members’ Capital              | 5       |
|                                                                      |    |
| Consolidated Statements of Cash Flows                                     | 6       |
|                                                                      |    |
| Consolidated Schedules of Investments                                     | 7-17    |
|                                                                      |    |
| Notes to Consolidated Financial Statements                                | 18-32   |

 

 

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Report of Independent Auditors

 

 

To theBoard 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, 2018 and 2017 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, 2018.

 

Management’s Responsibility for the ConsolidatedFinancial 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, 2018 and 2017, 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, 2018, in accordance with accounting principles generally accepted in the United States of America.

 

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

March 6, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

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THL Credit Logan JV LLC 

Consolidated Statements of Assets, Liabilities and Members’ Capital 

As of December 31, 2018 and 2017 

 

 

|                                                                                                                                                                                            |   | 2018   |        |   | 2017   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|
| Assets                                                                                                                                                                                          |   |   |        |   |   |   |   |   |
| Investments at fair value (cost $337,104,247 and $252,710,136, respectively)                                                                                                                    |   | $      | 329,771,204 |   |   | $      | 250,399,963 |   |
| Cash and cash equivalents                                                                                                                                                                       |   |   | 26,867,919  |   |   |   | 10,637,075 |   |
| Interest and fees receivable                                                                                                                                                                    |   |   | 1,137,544   |   |   |   | 906,453 |   |
| Receivable for investments sold and paydown of investments                                                                                                                                      |   |   | 1,056,516   |   |   |   | 8,686,885 |   |
| Total assets                                                                                                                                                                                    |   | $      | 358,833,183 |   |   | $      | 270,642,347 |   |
| Liabilities and Members’ Capital                                                                                                                                                          |   |   |        |   |   |   |   |   |
| Liabilities                                                                                                                                                                                     |   |   |        |   |   |   |   |   |
| Loans payable ($241,679,121 and $169,631,533 face amounts, respectively

   reported net of unamortized debt issuance costs of $2,322,632 and $1,521,857,

   respectively) |   | $      | 239,356,489 |   |   | $      | 168,109,676 |   |
| Distribution payable                                                                                                                                                                            |   |   | 3,360,000   |   |   |   | 3,300,000 |   |
| Payable for investments purchased                                                                                                                                                               |   |   | 7,342,000   |   |   |   | 15,616,333 |   |
| Accrued credit facility expense                                                                                                                                                                 |   |   | 2,571,500   |   |   |   | 1,697,918 |   |
| Accrued expenses                                                                                                                                                                                |   |   | 172,000     |   |   |   | 156,000 |   |
| Total liabilities                                                                                                                                                                               |   | $      | 252,801,989 |   |   | $      | 188,879,927 |   |
| Commitments and contingencies (Note 9)                                                                                                                                                          |   |   |        |   |   |   |   |   |
| Members’ Capital                                                                                                                                                                          |   |   |        |   |   |   |   |   |
| Members’ capital                                                                                                                                                                          |   | $      | 106,031,194 |   |   | $      | 81,762,420 |   |
| Total liabilities and members’ capital                                                                                                                                                    |   | $      | 358,833,183 |   |   | $      | 270,642,347 |   |

 

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 Operations 

For the years ended December 31, 2018, 2017, and 2016 

 

 

|                                                                                                       |   | 2018   |       |   | 2017   |   |       | 2016   |   |
|------------------------------------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|--------|
| Investment Income                                                                                          |   |   |       |   |   |   |       |   |   |   |   |   |
| Interest income                                                                                            |   | $      | 22,626,925 |   |   | $      | 16,996,380 |   |   | $ | 14,184,626 |   |
| Other income                                                                                               |   |   | 182,822    |   |   |   | 417,141    |   |   |   | 254,000 |   |
| Total investment income                                                                                    |   |   | 22,809,747 |   |   |   | 17,413,521 |   |   |   | 14,438,626 |   |
| Expenses                                                                                                   |   |   |       |   |   |   |       |   |   |   |   |   |
| Credit facility interest and fees                                                                          |   |   | 9,769,526  |   |   |   | 5,861,844  |   |   |   | 4,576,777 |   |
| Amortization of deferred financing costs                                                                   |   |   | 740,789    |   |   |   | 468,483    |   |   |   | 352,524 |   |
| Professional fees                                                                                          |   |   | 96,000     |   |   |   | 99,406     |   |   |   | 140,500 |   |
| Other general and administrative expenses                                                                  |   |   | 329,460    |   |   |   | 265,839    |   |   |   | 323,676 |   |
| Total expenses                                                                                             |   |   | 10,935,775 |   |   |   | 6,695,572  |   |   |   | 5,393,477 |   |
| Net investment income                                                                                      |   |   | 11,873,972 |   |   |   | 10,717,949 |   |   |   | 9,045,149 |   |
| Realized (Loss) Gain and Change in Unrealized (Depreciation)                                               |   |   |       |   |   |   |       |   |   |   |   |   |
| Appreciation on Investments                                                                                |   |   |       |   |   |   |       |   |   |   |   |   |
| Net realized (loss) gain                                                                                   |   |   | (2,132,328 | )      |   |   | 1,133,423  |   |   |   | 306,170 |   |
| Net change in unrealized (depreciation) appreciation on investments                                        |   |   | (5,022,870 | )      |   |   | (3,134,738 | )      |   |   | 6,641,912 |   |
| Net realized (loss) gain and change in unrealized (depreciation)

   appreciation on investments |   |   | (7,155,198 | )      |   |   | (2,001,315 | )      |   |   | 6,948,082 |   |
| Net increase in members’ capital resulting from operations                                           |   | $      | 4,718,774  |   |   | $      | 8,716,634  |   |   | $ | 15,993,231 |   |

 

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 Changes in Members’ Capital 

For the years ended December 31, 2018, 2017, and 2016 

 

 

| Members’ capital, December 31, 2015            |   | $      | 55,977,555  |   |
|------------------------------------------------------|--------|--------|-------------|--------|
| Contributions                                        |   |   | 12,000,000  |   |
| Distributions                                        |   |   | (9,300,000  | )      |
| Net investment income                                |   |   | 9,045,149   |   |
| Net realized gain                                    |   |   | 306,170     |   |
| Net change in unrealized appreciation on investments |   |   | 6,641,912   |   |
| 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 |   |

 

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

5

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THL Credit Logan JV LLC 

Consolidated Statements of Cash Flows 

For the years ended December 31, 2018, 2017, and 2016 

 

 

|                                                                                                                                                         |   | 2018   |         |   | 2017   |   |         | 2016   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|--------|--------|--------------|--------|--------|
| Cash flows from operating activities:                                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Net increase in members’ capital resulting from operations                                                                                             |   | $      | 4,718,774    |   |   | $      | 8,716,634    |   |   | $ | 15,993,231 |   |
| Adjustments to reconcile net increase (decrease) in members’ capital

   resulting from operations to net cash used in operating activities: |   |   |         |   |   |   |         |   |   |   |   |   |
| Net change in unrealized depreciation (appreciation) on investments                                                                                          |   |   | 5,022,870    |   |   |   | 3,134,738    |   |   |   | (6,641,912 | ) |
| Net realized loss (gain)                                                                                                                                     |   |   | 2,132,328    |   |   |   | (1,133,423   | )      |   |   | (306,170 | ) |
| Amortization of deferred financing costs                                                                                                                     |   |   | 740,789      |   |   |   | 468,483      |   |   |   | 352,524 |   |
| Accretion of discount                                                                                                                                        |   |   | (1,203,605   | )      |   |   | (2,316,674   | )      |   |   | (1,334,801 | ) |
| Increase in investments due to PIK                                                                                                                           |   |   | —      |   |   |   | (29,894      | )      |   |   | — |   |
| Purchase of investments                                                                                                                                      |   |   | (195,767,808 | )      |   |   | (170,454,801 | )      |   |   | (105,114,920 | ) |
| Proceeds from sales and repayments of investments                                                                                                            |   |   | 109,812,981  |   |   |   | 124,561,998  |   |   |   | 73,742,952 |   |
| Changes in operating assets and liabilities:                                                                                                                 |   |   |         |   |   |   |         |   |   |   |   |   |
| (Increase) decrease in interest receivable                                                                                                                   |   |   | (231,091     | )      |   |   | (264,692     | )      |   |   | 13,350 |   |
| Increase in accrued credit facility expense                                                                                                                  |   |   | 873,582      |   |   |   | 499,318      |   |   |   | 478,223 |   |
| Increase (decrease) in accrued expenses                                                                                                                      |   |   | 16,000       |   |   |   | (12,000      | )      |   |   | 72,754 |   |
| Net cash used in operating activities                                                                                                                        |   |   | (73,885,180  | )      |   |   | (36,830,313  | )      |   |   | (22,744,769 | ) |
| Cash flows from financing activities:                                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Borrowings under credit facility                                                                                                                             |   |   | 72,047,588   |   |   |   | 40,374,283   |   |   |   | 21,120,250 |   |
| Contributions received                                                                                                                                       |   |   | 32,000,000   |   |   |   | 10,000,000   |   |   |   | 12,000,000 |   |
| Distributions paid                                                                                                                                           |   |   | (12,390,000  | )      |   |   | (12,520,000  | )      |   |   | (7,480,000 | ) |
| Financing costs paid                                                                                                                                         |   |   | (1,541,564   | )      |   |   | (234,913     | )      |   |   | (718,166 | ) |
| Net cash provided by financing activities                                                                                                                    |   |   | 90,116,024   |   |   |   | 37,619,370   |   |   |   | 24,922,084 |   |
| Net increase in cash                                                                                                                                         |   |   | 16,230,844   |   |   |   | 789,057      |   |   |   | 2,177,315 |   |
| Cash and cash equivalents, beginning of year                                                                                                                 |   |   | 10,637,075   |   |   |   | 9,848,018    |   |   |   | 7,670,703 |   |
| Cash and cash equivalents, end of year                                                                                                                       |   | $      | 26,867,919   |   |   | $      | 10,637,075   |   |   | $ | 9,848,018 |   |
| Supplemental Disclosure of Cash Flow Information:                                                                                                            |   |   |         |   |   |   |         |   |   |   |   |   |
| Cash interest paid                                                                                                                                           |   |   | 8,895,945    |   |   |   | 5,329,393    |   |   |   | 3,685,975 |   |
| Supplemental Disclosure of Non Cash Flow Information:                                                                                                        |   |   |         |   |   |   |         |   |   |   |   |   |
| Securities issued in restructuring of investments                                                                                                            |   |   | —      |   |   |   | 869,704      |   |   |   | — |   |
| PIK income earned                                                                                                                                            |   |   | —      |   |   |   | 29,894       |   |   |   | — |   |

 

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, 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 &                        |   | 8.27% (LIBOR

+5.75%) |   | 12/20/2016                 |   | 12/20/2022     |   |                | 1,849,798 |   |            |   | 1,837,513 |           |   |   | 1,840,549 |   |
|                                             |   | Production                                      |   |                  |   |                       |   |           |   |                |      |   |            |   |      |           |   |   |   |   |
| 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 Holding, 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. 

7

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THL Credit Logan JV LLC

Consolidated Schedule of Investments (continued) 

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                 |   | 11/21/2023     |   |                | 3,121,622 |   |                |   | 3,108,777 |                     |   |   | 3,059,189 |   |
| BCP Qualtek Merger Sub LLC                                         |   | Telecommunications                                   |   | 8.28% (LIBOR

+5.75%)       |   | 07/16/2018                 |   | 07/16/2025     |   |                | 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                 |   | 07/26/2025     |   |                | 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 (14)                              |   | 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 (14) |   | 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                 |   | 07/26/2025     |   |                | 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                 |   | 10/19/2023     |   |                | 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. 

8

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

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 aka                |   | 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. 

9

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

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                 |   | 10/19/2025     |   |                | 564,516   |   |                |   | (5,525    | )                        |   |   | (5,645 | ) |
| Orion Business Innovations                                   |   | High Tech Industries                                 |   | 7.16% (LIBOR

+4.5%)        |   | 10/18/2018                 |   | 10/19/2025     |   |                | 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                 |   | 07/11/2025     |   |                | 294,107   |   |                |   | (703      | )                        |   |   | (4,412 | ) |
| Premise Health Holding Corp                                  |   | Healthcare &

Pharmaceuticals               |   | 6.55% (LIBOR

+3.75%)       |   | 08/14/2018                 |   | 07/11/2025     |   |                | 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 (14)                   |   | 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. 

10

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

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. 

11

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

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                                |   |                 |   |                   |   |                       |   |           |   |                |         |   |            | $      | 21,558,503  |                |   | $ | 21,558,503 |   |
|                                                  |   |                 |   |                   |   |                       |   |           |   |                |         |   |            |   |        |                |   |   |   |   |

 

| (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. |
|------|-------------------------------------------------------------------------------------|

| (14) | Investment was not pledged as collateral for loans payable as of December 31, 2018. |
|------|------------------------------------------------------------------------------------------|

 

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

12

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

As of December 31, 2017 

  

 

| Company/Security/Country (7)                                   |   | Industry                                       |   | Interest Rate (1)     |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal |      |   | Amortized Cost |   |      | Fair Value (2) |   |
|----------------------------------------------------------------|--------|------------------------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|--------|-----------|-----------|--------|----------------|--------|-----------|----------------|--------|
| Senior Secured First Lien Term Loans                           |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |
| Canada                                                         |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |   |   |   |   |
| Can Am Construction Inc                                        |   | Construction &

Building                   |   | 7.07% (LIBOR

+5.5%)  |   | 06/29/2017                 |   | 07/01/2024     |   | $         | 1,194,000 |   |           | $      | 1,160,498 |           |   | $ | 1,205,940 |   |
| Parq Holdings LP                                               |   | Hotel, Gaming &

Leisure                   |   | 9.19% (LIBOR

+7.5%)  |   | 12/05/2014                 |   | 12/17/2020     |   |      | 997,500   |   |           |   | 989,245   |           |   |   | 1,003,734 |   |
| PNI Canada Acquireco Corp                                      |   | High Tech Industries                           |   | 7.32% (LIBOR

+5.75%) |   | 08/23/2017                 |   | 09/21/2022     |   |      | 1,820,438 |   |           |   | 1,717,124 |           |   |   | 1,763,549 |   |
| Total Canada                                                   |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           | $      | 3,866,867 |           |   | $ | 3,973,223 |   |
| Cayman Islands                                                 |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |   |   |   |   |
| Lindblad Maritime                                              |   | Hotel, Gaming &

Leisure                   |   | 6.34% (LIBOR

+4.5%)  |   | 06/23/2015                 |   | 05/08/2021     |   | $         | 334,286   |   |           | $      | 335,506   |           |   | $ | 336,793 |   |
| Total Cayman Islands                                           |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           | $      | 335,506   |           |   | $ | 336,793 |   |
| Denmark                                                        |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |   |   |   |   |
| Rhodia Acetow                                                  |   | Construction &

Building                   |   | 7.19% (LIBOR

+5.5%)  |   | 04/21/2017                 |   | 05/31/2023     |   | $         | 995,000   |   |           | $      | 981,527   |           |   | $ | 998,731 |   |
| Total Denmark                                                  |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           | $      | 981,527   |           |   | $ | 998,731 |   |
| Luxembourg                                                     |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |   |   |   |   |
| AMS FinCo SARL                                                 |   | Services: Business                             |   | 7.07% (LIBOR

+5.5%)  |   | 05/17/2017                 |   | 05/27/2024     |   | $         | 2,487,500 |   |           | $      | 2,464,711 |           |   | $ | 2,512,375 |   |
| Total Luxembourg                                               |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           | $      | 2,464,711 |           |   | $ | 2,512,375 |   |
| United States of America                                       |   |                                           |   |                  |   |                       |   |           |   |      |      |   |           |   |      |           |   |   |   |   |
| 1A Smart Start LLC                                             |   | Services: Consumer                             |   | 6.19% (LIBOR

+4.5%)  |   | 03/20/2017                 |   | 02/21/2022     |   | $         | 1,593,492 |   |           | $      | 1,587,798 |           |   | $ | 1,585,525 |   |
| 1A Smart Start LLC                                             |   | Services: Consumer                             |   | 6.44% (LIBOR

+4.75%) |   | 08/28/2015                 |   | 02/21/2022     |   |      | 2,450,000 |   |           |   | 2,434,340 |           |   |   | 2,450,000 |   |
| A Place for Mom Inc                                            |   | Services: Consumer                             |   | 5.69% (LIBOR

+4%)    |   | 07/28/2017                 |   | 08/10/2024     |   |      | 3,990,000 |   |           |   | 3,971,070 |           |   |   | 4,002,469 |   |
| Advanced Integration Technology LP                             |   | Aerospace & Defense                        |   | 6.32% (LIBOR

+4.75%) |   | 07/15/2016                 |   | 04/03/2023     |   |      | 1,975,075 |   |           |   | 1,957,785 |           |   |   | 1,989,888 |   |
| AgroFresh Inc.                                                 |   | Services: Business                             |   | 6.44% (LIBOR

+4.75%) |   | 12/01/2015                 |   | 07/31/2021     |   |      | 1,954,887 |   |           |   | 1,945,530 |           |   |   | 1,935,338 |   |
| Air Medical Group Holdings

   Inc                   |   | Healthcare &

Pharmaceuticals              |   | 4.25% (LIBOR

+4.25%) |   | 09/26/2017                 |   | 09/25/2024     |   |      | 2,250,000 |   |           |   | 2,233,125 |           |   |   | 2,258,910 |   |
| Alpha Media LLC                                                |   | Media: Broadcasting &

Subscription        |   | 7.42% (LIBOR

+6%)    |   | 02/24/2016                 |   | 02/25/2022     |   |      | 3,298,836 |   |           |   | 3,183,754 |           |   |   | 3,158,635 |   |
| American Sportsman Holdings

   Co                   |   | Retail                                         |   | 6.569% (LIBOR

+5%)   |   | 11/22/2016                 |   | 09/25/2024     |   |      | 3,990,000 |   |           |   | 3,938,250 |           |   |   | 3,985,012 |   |
| Ansira Holdings, Inc. (3)                                      |   | Media: Advertising,

Printing & Publishing |   | 8.19% (LIBOR

+6.5%)  |   | 12/20/2016                 |   | 12/20/2022     |   |      | 253,839   |   |           |   | 138,383   |           |   |   | 139,224 |   |
| Ansira Holdings, Inc.                                          |   | Media: Advertising,

Printing & Publishing |   | 8.19% (LIBOR

+6.5%)  |   | 12/20/2016                 |   | 12/20/2022     |   |      | 1,728,000 |   |           |   | 1,713,634 |           |   |   | 1,719,360 |   |
| AP Gaming I LLC                                                |   | Hotel, Gaming &

Leisure                   |   | 7.07% (LIBOR

+5.5%)  |   | 06/06/2017                 |   | 02/15/2024     |   |      | 2,487,500 |   |           |   | 2,481,797 |           |   |   | 2,517,051 |   |
| APC Aftermarket                                                |   | Automotive                                     |   | 6.41% (LIBOR

+5%)    |   | 05/09/2017                 |   | 05/10/2024     |   |      | 497,500   |   |           |   | 488,443   |           |   |   | 491,906 |   |
| Aptean, Inc.                                                   |   | Services: Business                             |   | 5.95% (LIBOR

+4.25%) |   | 12/15/2017                 |   | 12/20/2022     |   |      | 1,985,000 |   |           |   | 1,966,996 |           |   |   | 2,004,026 |   |
| Avaya Inc                                                      |   | Telecommunications                             |   | 6.23% (LIBOR

+4.75%) |   | 11/09/2017                 |   | 12/15/2024     |   |      | 2,614,162 |   |           |   | 2,586,088 |           |   |   | 2,577,407 |   |
| Barbri Inc                                                     |   | Media: Diversified &

Production           |   | 5.73% (LIBOR

+4.25%) |   | 12/01/2017                 |   | 11/21/2023     |   |      | 3,500,000 |   |           |   | 3,482,653 |           |   |   | 3,500,000 |   |
| Beasley Mezzanine Holdings

   LLC                   |   | Media: Broadcasting &

Subscription        |   | 5.49% (LIBOR

+4%)    |   | 11/17/2017                 |   | 11/15/2023     |   |      | 3,033,333 |   |           |   | 3,018,314 |           |   |   | 3,063,667 |   |
| Big Ass Fans LLC                                               |   | Services: Business                             |   | 5.94% (LIBOR

+4.25%) |   | 11/07/2017                 |   | 05/21/2024     |   |      | 2,500,000 |   |           |   | 2,487,681 |           |   |   | 2,510,950 |   |
| Big River Steel LLC                                            |   | Metals & Mining                            |   | 6.69% (LIBOR

+5%)    |   | 08/15/2017                 |   | 08/23/2023     |   |      | 1,995,000 |   |           |   | 1,976,122 |           |   |   | 2,017,444 |   |
| Birch Communications,

   Inc.                       |   | Telecommunications                             |   | 8.6% (LIBOR

+7.25%)  |   | 12/05/2014                 |   | 07/17/2020     |   |      | 1,288,951 |   |           |   | 1,279,929 |           |   |   | 1,234,171 |   |
| Brand Energy & Infrastructure

   Services, Inc. |   | Services: Business                             |   | 5.63% (LIBOR

+4.25%) |   | 06/16/2017                 |   | 06/21/2024     |   |      | 2,985,000 |   |           |   | 2,957,241 |           |   |   | 3,000,492 |   |

 

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

13

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

As of December 31, 2017 

 

 

| Company/Security/Country (7)                             |   | Industry                                       |   | Interest Rate (1)      |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal |      |   | Amortized Cost |   |      | Fair Value (2) |   |
|----------------------------------------------------------|--------|------------------------------------------------|--------|------------------------|--------|----------------------------|--------|----------------|--------|-----------|-----------|--------|---------------------|--------|-----------|--------------------------|--------|
| Clear Balance Holdings, LLC                              |   | Banking, Finance,

Insurance & Real Estate |   | 7.44% (LIBOR

+5.75%)  |   | 07/07/2015                 |   | 06/30/2020     |   | $         | 4,987,500 |   |                | $      | 4,976,134 |                     |   | $ | 4,937,625 |   |
| Commercial Barge Line Co                                 |   | Transportation: Cargo                          |   | 10.32% (LIBOR

+8.75%) |   | 11/06/2015                 |   | 11/12/2020     |   |      | 1,368,750 |   |                |   | 1,329,535 |                     |   |   | 799,726 |   |
| Constellis Holdings, LLC                                 |   | Aerospace & Defense                        |   | 6.69% (LIBOR

+5%)     |   | 04/18/2017                 |   | 04/21/2024     |   |      | 1,990,000 |   |                |   | 1,972,056 |                     |   |   | 2,013,631 |   |
| ConvergeOne Holdings Corp.                               |   | Telecommunications                             |   | 6.45% (LIBOR

+4.75%)  |   | 06/15/2017                 |   | 06/20/2024     |   |      | 1,990,000 |   |                |   | 1,971,596 |                     |   |   | 1,996,627 |   |
| Conyers Park Parent Merger Sub

   Inc         |   | Retail                                         |   | 5.39% (LIBOR

+4%)     |   | 06/21/2017                 |   | 07/07/2024     |   |      | 1,995,000 |   |                |   | 1,985,654 |                     |   |   | 2,012,456 |   |
| Country Fresh Holdings, LLC                              |   | Beverage, Food &

Tobacco                  |   | 6.69% (LIBOR

+5%)     |   | 07/14/2017                 |   | 03/31/2023     |   |      | 4,873,684 |   |                |   | 4,828,509 |                     |   |   | 4,824,947 |   |
| Covenant Surgical Partners Inc (5)                       |   | Healthcare &

Pharmaceuticals              |   | 6.13% (LIBOR

+4.75%)  |   | 09/29/2017                 |   | 09/28/2024     |   |      | 692,308   |   |                |   | 126,012   |                     |   |   | 132,885 |   |
| Covenant Surgical Partners Inc                           |   | Healthcare &

Pharmaceuticals              |   | 6.09% (LIBOR

+4.75%)  |   | 09/29/2017                 |   | 10/04/2024     |   |      | 2,307,692 |   |                |   | 2,302,091 |                     |   |   | 2,325,000 |   |
| CPI Acquisition, Inc.                                    |   | Services: Consumer                             |   | 5.96% (LIBOR

+4.5%)   |   | 08/14/2015                 |   | 08/17/2022     |   |      | 4,187,266 |   |                |   | 4,084,254 |                     |   |   | 3,056,704 |   |
| CryoLife Inc                                             |   | Healthcare &

Pharmaceuticals              |   | 5.36% (LIBOR

+4%)     |   | 11/15/2017                 |   | 12/02/2024     |   |      | 2,000,000 |   |                |   | 1,990,095 |                     |   |   | 2,020,000 |   |
| CT Technologies Intermediate

   Holdings, Inc |   | Healthcare &

Pharmaceuticals              |   | 5.82% (LIBOR

+4.25%)  |   | 02/11/2015                 |   | 12/01/2021     |   |      | 1,940,250 |   |                |   | 1,946,166 |                     |   |   | 1,939,047 |   |
| Cvent, Inc.                                              |   | Services: Business                             |   | 5.32% (LIBOR

+3.75%)  |   | 06/16/2016                 |   | 11/29/2024     |   |      | 1,990,000 |   |                |   | 1,971,916 |                     |   |   | 1,994,975 |   |
| Deerfield Holdings Corp                                  |   | Banking, Finance,

Insurance & Real Estate |   | 3.25% (LIBOR

+3.25%)  |   | 12/06/2017                 |   | 12/06/2024     |   |      | 250,000   |   |                |   | 249,375   |                     |   |   | 250,844 |   |
| DigiCert, Inc.                                           |   | Services: Business                             |   | 6.13% (LIBOR

+4.75%)  |   | 09/20/2017                 |   | 10/31/2024     |   |      | 1,000,000 |   |                |   | 995,056   |                     |   |   | 1,014,060 |   |
| DXP Enterprises, Inc.                                    |   | Energy: Oil & Gas                          |   | 7.07% (LIBOR

+5.5%)   |   | 08/16/2017                 |   | 08/29/2023     |   |      | 1,496,250 |   |                |   | 1,482,089 |                     |   |   | 1,511,212 |   |
| EmployBridge Holding Co.                                 |   | Services: Business                             |   | 8.19% (LIBOR

+6.5%)   |   | 02/04/2015                 |   | 05/15/2020     |   |      | 2,912,431 |   |                |   | 2,906,991 |                     |   |   | 2,844,470 |   |
| EnergySolutions, LLC                                     |   | Environmental Industries                       |   | 6.45% (LIBOR

+4.75%)  |   | 07/28/2017                 |   | 05/29/2020     |   |      | 3,726,673 |   |                |   | 3,774,332 |                     |   |   | 3,782,574 |   |
| Evo Payments International, LLC                          |   | Services: Business                             |   | 5.57% (LIBOR

+4%)     |   | 12/08/2016                 |   | 12/22/2023     |   |      | 2,620,200 |   |                |   | 2,597,781 |                     |   |   | 2,646,402 |   |
| Fairmount Santrol Holdings Inc.                          |   | Metals & Mining                            |   | 7.69% (LIBOR

+6%)     |   | 10/27/2017                 |   | 11/01/2022     |   |      | 2,000,000 |   |                |   | 1,970,909 |                     |   |   | 2,028,000 |   |
| Freedom Mortgage Corporation                             |   | Banking, Finance,

Insurance & Real Estate |   | 6.96% (LIBOR

+5.5%)   |   | 02/17/2017                 |   | 02/23/2022     |   |      | 2,956,093 |   |                |   | 2,947,932 |                     |   |   | 3,002,282 |   |
| FullBeauty Brands LP                                     |   | Retail                                         |   | 6.32% (LIBOR

+4.75%)  |   | 03/08/2016                 |   | 10/14/2022     |   |      | 3,929,322 |   |                |   | 3,729,190 |                     |   |   | 2,325,235 |   |
| Gold Standard Baking, Inc.                               |   | Wholesale                                      |   | 6.25% (LIBOR

+4.5%)   |   | 05/19/2015                 |   | 04/23/2021     |   |      | 2,925,000 |   |                |   | 2,916,790 |                     |   |   | 2,917,687 |   |
| Green Plains Inc                                         |   | Chemicals, Plastics &

Rubber              |   | 7.07% (LIBOR

+5.5%)   |   | 08/18/2017                 |   | 08/29/2023     |   |      | 1,425,000 |   |                |   | 1,411,464 |                     |   |   | 1,439,257 |   |
| Gruden Acquisition Inc.                                  |   | Transportation: Cargo                          |   | 7.19% (LIBOR

+5.5%)   |   | 06/21/2017                 |   | 08/18/2022     |   |      | 1,989,848 |   |                |   | 1,944,769 |                     |   |   | 1,998,145 |   |
| Gulf Finance, LLC                                        |   | Energy: Oil & Gas                          |   | 6.95% (LIBOR

+5.25%)  |   | 08/17/2016                 |   | 08/25/2023     |   |      | 1,945,799 |   |                |   | 1,898,613 |                     |   |   | 1,756,492 |   |
| Heartland Dental LLC                                     |   | Services: Consumer                             |   | 6.45% (LIBOR

+4.75%)  |   | 07/28/2017                 |   | 07/31/2023     |   |      | 1,000,000 |   |                |   | 995,314   |                     |   |   | 1,015,005 |   |
| Higginbotham Insurance Agency,

   Inc.        |   | Banking, Finance,

Insurance & Real Estate |   | 3.75% (LIBOR

+3.75%)  |   | 12/14/2017                 |   | 11/30/2024     |   |      | 5,000,000 |   |                |   | 4,975,000 |                     |   |   | 5,012,500 |   |
| Idera Inc                                                |   | High Tech Industries                           |   | 6.57% (LIBOR

+5%)     |   | 06/27/2017                 |   | 06/28/2024     |   |      | 2,355,549 |   |                |   | 2,333,544 |                     |   |   | 2,358,494 |   |
| Impala Private Holdings II LLC                           |   | Services: Business                             |   | 5.7% (LIBOR

+4%)      |   | 11/10/2017                 |   | 11/14/2024     |   |      | 1,666,667 |   |                |   | 1,658,442 |                     |   |   | 1,660,767 |   |
| Infoblox Inc.                                            |   | High Tech Industries                           |   | 6.57% (LIBOR

+5%)     |   | 11/03/2016                 |   | 11/07/2023     |   |      | 2,204,830 |   |                |   | 2,167,878 |                     |   |   | 2,221,366 |   |
| Insurance Technologies                                   |   | Banking, Finance,

Insurance & Real Estate |   | 7.74% (LIBOR

+6.5%)   |   | 03/26/2015                 |   | 12/15/2021     |   |      | 3,405,541 |   |                |   | 3,376,728 |                     |   |   | 3,405,541 |   |
| Insurance Technologies(4)                                |   | Banking, Finance,

Insurance & Real Estate |   | 0.5% (LIBOR

+0.5%)    |   | 03/26/2015                 |   | 12/15/2021     |   |      | 136,964   |   |                |   | (806      | )                        |   |   | — |   |
| Jackson Hewitt Tax Service Inc                           |   | Services: Consumer                             |   | 8.38% (LIBOR

+7%)     |   | 07/24/2015                 |   | 07/30/2020     |   |      | 930,690   |   |                |   | 921,032   |                     |   |   | 922,546 |   |

 

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

14

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

As of December 31, 2017 

 

 

| Company/Security/Country (7)                        |   | Industry                                        |   | Interest Rate (1)     |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal |      |   | Amortized Cost |   |      | Fair Value (2) |   |
|-----------------------------------------------------|--------|-------------------------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|--------|-----------|-----------|--------|----------------|--------|-----------|----------------|--------|
| Kemet Corporation                                   |   | High Tech Industries                            |   | 7.57% (LIBOR

+6%)    |   | 04/21/2017                 |   | 04/26/2024     |   | $         | 975,000   |   |           | $      | 948,450   |           |   | $ | 985,969 |   |
| Kestra Financial, Inc.                              |   | Banking, Finance,

Insurance & Real

Estate |   | 6.94% (LIBOR

+5.25%) |   | 06/10/2016                 |   | 06/24/2022     |   |      | 3,940,000 |   |           |   | 3,895,756 |           |   |   | 3,940,000 |   |
| KMG Chemicals Inc                                   |   | Chemicals, Plastics &

Rubber               |   | 4.32% (LIBOR

+2.75%) |   | 06/13/2017                 |   | 06/15/2024     |   |      | 809,091   |   |           |   | 805,341   |           |   |   | 813,136 |   |
| Lindblad Expeditions Inc                            |   | Hotel, Gaming &

Leisure                    |   | 6.34% (LIBOR

+4.5%)  |   | 06/23/2015                 |   | 05/08/2021     |   |      | 2,590,714 |   |           |   | 2,600,171 |           |   |   | 2,610,145 |   |
| Lyons Magnus Inc aka                                |   | Consumer goods: Non-

Durable                   |   | 5.68% (LIBOR

+4.25%) |   | 11/03/2017                 |   | 11/11/2024     |   |      | 2,500,000 |   |           |   | 2,487,653 |           |   |   | 2,527,350 |   |
| Margaritaville Holdings LLC                         |   | Beverage, Food &

Tobacco                   |   | 7.46% (LIBOR

+6%)    |   | 03/12/2015                 |   | 03/12/2021     |   |      | 4,176,883 |   |           |   | 4,154,664 |           |   |   | 4,176,883 |   |
| MCS Group Holdings LLC                              |   | Services: Business                              |   | 6.25% (LIBOR

+4.75%) |   | 05/12/2017                 |   | 05/20/2024     |   |      | 1,990,000 |   |           |   | 1,980,883 |           |   |   | 2,004,925 |   |
| MDVIP Inc                                           |   | Services: Business                              |   | 5.66% (LIBOR

+4.25%) |   | 11/10/2017                 |   | 11/14/2024     |   |      | 3,040,000 |   |           |   | 3,025,010 |           |   |   | 3,047,600 |   |
| Merrill Communications LLC                          |   | Media: Advertising,

Printing & Publishing  |   | 6.63% (LIBOR

+5.25%) |   | 05/29/2015                 |   | 06/01/2022     |   |      | 1,749,985 |   |           |   | 1,743,088 |           |   |   | 1,765,297 |   |
| Meter Readings Holding, LLC                         |   | Utilities: Electric                             |   | 7.23% (LIBOR

+5.75%) |   | 08/17/2016                 |   | 08/29/2023     |   |      | 2,967,462 |   |           |   | 2,941,210 |           |   |   | 2,982,300 |   |
| Morphe, LLC                                         |   | Retail                                          |   | 7.69% (LIBOR

+6%)    |   | 02/21/2017                 |   | 02/10/2023     |   |      | 2,887,500 |   |           |   | 2,850,290 |           |   |   | 2,873,062 |   |
| Nasco Healthcare, Inc.                              |   | Healthcare &

Pharmaceuticals               |   | 6.07% (LIBOR

+4.5%)  |   | 07/13/2015                 |   | 06/30/2021     |   |      | 4,535,804 |   |           |   | 4,522,523 |           |   |   | 4,513,125 |   |
| New Insight Holdings Inc                            |   | Services: Business                              |   | 7.13% (LIBOR

+5.5%)  |   | 12/08/2017                 |   | 12/20/2024     |   |      | 2,000,000 |   |           |   | 1,900,118 |           |   |   | 1,918,330 |   |
| NextCare, Inc.                                      |   | Healthcare &

Pharmaceuticals               |   | 7.57% (LIBOR

+6%)    |   | 08/21/2015                 |   | 07/31/2018     |   |      | 2,919,071 |   |           |   | 2,916,216 |           |   |   | 2,919,071 |   |
| Oak Point Partners, LLC                             |   | Banking, Finance,

Insurance & Real

Estate |   | 7.32% (LIBOR

+5.75%) |   | 09/13/2017                 |   | 09/13/2023     |   |      | 3,000,000 |   |           |   | 2,964,383 |           |   |   | 2,977,500 |   |
| OB Hospitalist Group Inc                            |   | Healthcare &

Pharmaceuticals               |   | 5.61% (LIBOR

+4.25%) |   | 08/08/2017                 |   | 08/01/2024     |   |      | 2,400,000 |   |           |   | 2,388,629 |           |   |   | 2,424,000 |   |
| Odyssey Logistics & Technology Corp             |   | Transportation: Cargo                           |   | 5.82% (LIBOR

+4.25%) |   | 10/06/2017                 |   | 10/12/2024     |   |      | 2,000,000 |   |           |   | 1,990,275 |           |   |   | 2,010,000 |   |
| Pre-Paid Legal Services, Inc                        |   | Services: Business                              |   | 6.82% (LIBOR

+5.25%) |   | 05/21/2015                 |   | 07/01/2019     |   |      | 827,778   |   |           |   | 826,254   |           |   |   | 831,052 |   |
| Project Leopard Holdings Inc                        |   | High Tech Industries                            |   | 7.19% (LIBOR

+5.5%)  |   | 06/21/2017                 |   | 07/07/2023     |   |      | 1,745,625 |   |           |   | 1,741,605 |           |   |   | 1,759,817 |   |
| PSC Industrial Outsourcing, LP                      |   | Environmental

Industries                       |   | 5.71% (LIBOR

+4.25%) |   | 10/05/2017                 |   | 10/11/2024     |   |      | 2,000,000 |   |           |   | 1,980,528 |           |   |   | 2,030,000 |   |
| PT Holdings LLC                                     |   | Wholesale                                       |   | 5.57% (LIBOR

+4%)    |   | 12/04/2017                 |   | 12/09/2024     |   |      | 3,000,000 |   |           |   | 2,985,118 |           |   |   | 3,017,820 |   |
| Quest Software                                      |   | High Tech Industries                            |   | 6.92% (LIBOR

+5.5%)  |   | 11/09/2017                 |   | 10/31/2022     |   |      | 2,724,791 |   |           |   | 2,705,896 |           |   |   | 2,773,197 |   |
| Red Ventures LLC                                    |   | Media: Diversified & Production             |   | 4.25% (LIBOR

+4%)    |   | 10/18/2017                 |   | 11/08/2024     |   |      | 2,493,750 |   |           |   | 2,469,759 |           |   |   | 2,495,309 |   |
| Riverbed Technology, Inc.                           |   | High Tech Industries                            |   | 4.82% (LIBOR

+3.25%) |   | 02/25/2015                 |   | 04/24/2022     |   |      | 966,020   |   |           |   | 962,496   |           |   |   | 953,008 |   |
| SCS Holdings Inc                                    |   | Services: Business                              |   | 5.82% (LIBOR

+4.25%) |   | 11/20/2015                 |   | 10/30/2022     |   |      | 1,807,120 |   |           |   | 1,796,199 |           |   |   | 1,820,674 |   |
| Silverback Merger Sub Inc                           |   | High Tech Industries                            |   | 5.44% (LIBOR

+4%)    |   | 08/11/2017                 |   | 08/21/2024     |   |      | 1,197,000 |   |           |   | 1,194,153 |           |   |   | 1,210,466 |   |
| Sirva Worldwide, Inc.                               |   | Transportation: Cargo                           |   | 7.99% (LIBOR

+6.5%)  |   | 11/18/2016                 |   | 11/22/2022     |   |      | 2,877,500 |   |           |   | 2,818,483 |           |   |   | 2,906,275 |   |
| SMS Systems Maintenance

   Services Inc  |   | Services: Business                              |   | 6.57% (LIBOR

+5%)    |   | 02/09/2017                 |   | 10/30/2023     |   |      | 2,970,000 |   |           |   | 2,957,012 |           |   |   | 2,554,200 |   |
| Starfish-V Merger Sub Inc                           |   | High Tech Industries                            |   | 6.69% (LIBOR

+5%)    |   | 08/11/2017                 |   | 08/16/2024     |   |      | 1,246,875 |   |           |   | 1,234,982 |           |   |   | 1,219,992 |   |
| TerraForm AP Acquisition

   Holdings LLC |   | Energy: Electricity                             |   | 5.94% (LIBOR

+4.25%) |   | 10/11/2016                 |   | 06/27/2022     |   |      | 867,794   |   |           |   | 867,794   |           |   |   | 873,218 |   |
| Thoughtworks, Inc.                                  |   | High Tech Industries                            |   | 6.07% (LIBOR

+4.5%)  |   | 10/06/2017                 |   | 10/11/2024     |   |      | 3,000,000 |   |           |   | 2,992,718 |           |   |   | 3,007,500 |   |
| TKC Holdings Inc                                    |   | Consumer goods:

Durable                        |   | 5.67% (LIBOR

+4.25%) |   | 06/08/2017                 |   | 02/01/2023     |   |      | 297,750   |   |           |   | 296,407   |           |   |   | 300,448 |   |
| TOMS Shoes LLC                                      |   | Retail                                          |   | 6.98% (LIBOR

+5.5%)  |   | 12/18/2014                 |   | 10/30/2020     |   |      | 1,945,000 |   |           |   | 1,873,459 |           |   |   | 1,157,275 |   |

 

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

15

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

As of December 31, 2017 

  

 

| Company/Security/Country (7)                             |   | Industry                          |   | Interest Rate (1)      |   | Initial

Acquisition

Date |   | Maturity

Date |   | Principal |      |   | Amortized Cost |   |        | Fair Value (2) |   |
|----------------------------------------------------------|--------|-----------------------------------|--------|------------------------|--------|----------------------------|--------|----------------|--------|-----------|-----------|--------|----------------|--------|-------------|----------------|--------|
| Tupelo Buyer Inc                                         |   | Transportation:

Consumer         |   | 5.64% (LIBOR

+4.25%)  |   | 10/02/2017                 |   | 10/07/2024     |   | $         | 1,600,000 |   |           | $      | 1,584,502   |           |   | $ | 1,618,000 |   |
| TV Borrower US LLC                                       |   | High Tech Industries              |   | 6.44% (LIBOR

+4.75%)  |   | 02/16/2017                 |   | 02/22/2024     |   |      | 992,500   |   |           |   | 988,106     |           |   |   | 998,083 |   |
| US Renal Care Inc                                        |   | Healthcare &

Pharmaceuticals |   | 5.94% (LIBOR

+4.25%)  |   | 11/17/2015                 |   | 12/30/2022     |   |      | 1,960,000 |   |           |   | 1,945,975   |           |   |   | 1,935,500 |   |
| US Salt LLC                                              |   | Chemicals, Plastics &

Rubber |   | 4.75% (LIBOR

+4.75%)  |   | 11/30/2017                 |   | 12/01/2023     |   |      | 3,000,000 |   |           |   | 2,970,000   |           |   |   | 3,000,000 |   |
| US Shipping Corp                                         |   | Utilities: Oil & Gas          |   | 5.82% (LIBOR

+4.25%)  |   | 03/09/2016                 |   | 06/26/2021     |   |      | 211,104   |   |           |   | 202,986     |           |   |   | 189,466 |   |
| Utility One Source L.P.                                  |   | Construction & Building       |   | 7.07% (LIBOR

+5.5%)   |   | 04/07/2017                 |   | 04/18/2023     |   |      | 995,000   |   |           |   | 986,190     |           |   |   | 1,018,631 |   |
| Verdesian Life Sciences LLC                              |   | Chemicals, Plastics &

Rubber |   | 6.38% (LIBOR

+5%)     |   | 12/09/2014                 |   | 07/01/2020     |   |      | 2,119,054 |   |           |   | 1,944,459   |           |   |   | 1,907,149 |   |
| Vertiv Group Corporation                                 |   | Capital Equipment                 |   | 5.35% (LIBOR

+4%)     |   | 09/30/2016                 |   | 11/30/2023     |   |      | 1,504,310 |   |           |   | 1,464,525   |           |   |   | 1,505,251 |   |
| Viewpoint Inc                                            |   | High Tech Industries              |   | 5.94% (LIBOR

+4.25%)  |   | 07/18/2017                 |   | 07/19/2024     |   |      | 997,500   |   |           |   | 992,824     |           |   |   | 1,002,487 |   |
| Weight Watchers International,

   Inc.        |   | Beverage, Food &

Tobacco     |   | 6.23% (LIBOR

+4.75%)  |   | 11/20/2017                 |   | 11/29/2024     |   |      | 2,700,000 |   |           |   | 2,646,553   |           |   |   | 2,721,384 |   |
| Wirepath Home Systems LLC                                |   | Services: Business                |   | 6.87% (LIBOR

+5.25%)  |   | 07/31/2017                 |   | 08/05/2024     |   |      | 2,992,500 |   |           |   | 2,978,146   |           |   |   | 3,033,647 |   |
| Women’s Care Florida LLP                           |   | Healthcare &

Pharmaceuticals |   | 6.07% (LIBOR

+4.5%)   |   | 08/18/2017                 |   | 09/29/2023     |   |      | 5,000,000 |   |           |   | 4,975,809   |           |   |   | 4,993,750 |   |
| Zenith Merger Sub, Inc.                                  |   | Services: Business                |   | 7.06% (LIBOR

+5.5%)   |   | 12/22/2017                 |   | 12/13/2023     |   |      | 3,000,000 |   |           |   | 2,970,055   |           |   |   | 2,970,000 |   |
| Zest Holdings LLC                                        |   | Healthcare &

Pharmaceuticals |   | 5.82% (LIBOR

+4.25%)  |   | 04/13/2017                 |   | 08/16/2023     |   |      | 1,985,000 |   |           |   | 1,980,567   |           |   |   | 2,006,091 |   |
| Total United States of America                           |   |                              |   |                   |   |                       |   |           |   |      |      |   |           | $      | 223,013,594 |           |   | $ | 220,606,360 |   |
| Total Senior Secured First

   Lien Term Loans |   |                              |   |                   |   |                       |   |           |   |      |      |   |           | $      | 230,662,205 |           |   | $ | 228,427,482 |   |
| Second Lien Term Loans                                   |   |                              |   |                   |   |                       |   |           |   |      |      |   |           |   |        |           |   |   |   |   |
| Luxembourg                                               |   |                              |   |                   |   |                       |   |           |   |      |      |   |           |   |        |           |   |   |   |   |
| Lully Finance S.a.r.l.                                   |   | Telecommunications                |   | 10.069% (LIBOR

+8.5%) |   | 07/31/2015                 |   | 10/16/2023     |   | $         | 1,000,000 |   |           | $      | 992,730     |           |   | $ | 985,000 |   |
| Total Luxembourg                                         |   |                              |   |                   |   |                       |   |           |   |      |      |   |           | $      | 992,730     |           |   | $ | 985,000 |   |
| United States of America                                 |   |                              |   |                   |   |                       |   |           |   |      |      |   |           |   |        |           |   |   |   |   |
| ABG Intermediate Holdings 2

   LLC            |   | Consumer goods:

Durable          |   | 9.44% (LIBOR

+7.75%)  |   | 09/26/2017                 |   | 09/29/2025     |   | $         | 2,333,333 |   |           | $      | 2,316,250   |           |   | $ | 2,368,333 |   |
| BJ’s Wholesale Club, Inc.                          |   | Beverage, Food &

Tobacco     |   | 8.95% (LIBOR

+7.5%)   |   | 01/27/2017                 |   | 02/03/2025     |   |      | 3,000,000 |   |           |   | 2,986,608   |           |   |   | 2,937,660 |   |
| CH Hold Corp                                             |   | Automotive                        |   | 8.82% (LIBOR

+7.25%)  |   | 01/26/2017                 |   | 02/03/2025     |   |      | 1,000,000 |   |           |   | 995,559     |           |   |   | 1,022,500 |   |
| Constellis Holdings, LLC                                 |   | Aerospace & Defense           |   | 10.69% (LIBOR

+9%)    |   | 04/18/2017                 |   | 04/21/2025     |   |      | 1,000,000 |   |           |   | 986,289     |           |   |   | 1,002,500 |   |
| DigiCert, Inc.                                           |   | Services: Business                |   | 9.38% (LIBOR

+8%)     |   | 09/20/2017                 |   | 10/31/2025     |   |      | 750,000   |   |           |   | 746,292     |           |   |   | 755,745 |   |
| DiversiTech Holdings Inc                                 |   | Capital Equipment                 |   | 9.2% (LIBOR

+7.5%)    |   | 05/18/2017                 |   | 06/02/2025     |   |      | 2,000,000 |   |           |   | 1,981,394   |           |   |   | 2,025,000 |   |
| Gruden Acquisition Inc.                                  |   | Transportation: Cargo             |   | 10.19% (LIBOR

+8.5%)  |   | 07/31/2015                 |   | 08/18/2023     |   |      | 500,000   |   |           |   | 482,406     |           |   |   | 499,375 |   |
| Midwest Physician

Administrative Services, LLC          |   | Healthcare &

Pharmaceuticals |   | 8.42% (LIBOR

+7%)     |   | 08/11/2017                 |   | 08/15/2025     |   |      | 1,000,000 |   |           |   | 990,467     |           |   |   | 1,006,250 |   |
| Optiv Security Inc                                       |   | Services: Business                |   | 8.63% (LIBOR

+7.25%)  |   | 01/19/2017                 |   | 01/31/2025     |   |      | 1,500,000 |   |           |   | 1,493,347   |           |   |   | 1,351,875 |   |
| Pathway Partners

Vet Management                         |   | Healthcare &

Pharmaceuticals |   | 9.57% (LIBOR

+8%)     |   | 10/04/2017                 |   | 10/10/2025     |   |      | 1,388,889 |   |           |   | 1,375,357   |           |   |   | 1,381,945 |   |

 

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

16

----

 

THL Credit Logan JV LLC 

Consolidated Schedule of Investments (continued) 

As of December 31, 2017(7)

  

 

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

Acquisition

Date |    |   | Maturity

Date |   | Principal |      |       | Amortized

Cost |   |      | Fair Value (2) |   |
|-------------------------------------------------------|--------|--------------------------------------|--------|-----------------------|--------|----------------------------|---------|--------|----------------|--------|-----------|-----------|------------|-----------------|--------|-----------|----------------|--------|
| Pathway Partners Vet

   Management (6)     |   | Healthcare &

Pharmaceuticals    |   | 8% (LIBOR

+8%)       |   | 10/04/2017                 |    |   | 10/10/2025     |   | $         | 611,111   |       |            | $      | (5,954    | )              |   | $ | (3,056 | ) |
| Red Ventures LLC                                      |   | Media: Diversified &

Production |   | 9.57% (LIBOR

+8%)    |   | 10/18/2017                 |    |   | 11/08/2025     |   |      | 543,750   |       |            |   | 535,706   |           |   |   | 544,772 |   |
| SESAC Holdco II LLC                                   |   | Media: Diversified &

Production |   | 8.73% (LIBOR

+7.25%) |   | 02/13/2017                 |    |   | 02/24/2025     |   |      | 1,000,000 |       |            |   | 991,052   |           |   |   | 986,250 |   |
| TKC Holdings Inc                                      |   | Consumer goods:

Durable             |   | 9.42% (LIBOR

+8%)    |   | 01/31/2017                 |    |   | 02/01/2024     |   |      | 1,850,000 |       |            |   | 1,836,208 |           |   |   | 1,863,875 |   |
| TV Borrower US LLC                                    |   | High Tech Industries                 |   | 9.94% (LIBOR

+8.25%) |   | 02/16/2017                 |    |   | 02/22/2025     |   |      | 1,000,000 |       |            |   | 986,501   |           |   |   | 995,000 |   |
| Viewpoint Inc                                         |   | High Tech Industries                 |   | 9.94% (LIBOR

+8.25%) |   | 07/18/2017                 |    |   | 07/21/2025     |   |      | 1,000,000 |       |            |   | 990,544   |           |   |   | 997,500 |   |
| Wash Multifamily Laundry

   Systems, LLC.  |   | Services: Consumer                   |   | 8.57% (LIBOR

+7%)    |   | 05/04/2015                 |    |   | 05/15/2023     |   |      | 425,479   |       |            |   | 423,326   |           |   |   | 423,352 |   |
| Wash Multifamily Laundry

   Systems, LLC.  |   | Services: Consumer                   |   | 8.57% (LIBOR

+7%)    |   | 05/04/2015                 |    |   | 05/12/2023     |   |      | 74,521    |       |            |   | 74,144    |           |   |   | 74,148 |   |
| Total United States of America                        |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 20,185,496     |   |   | $ | 20,233,024 |   |
| Total Second Lien Term Loans                          |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 21,178,226     |   |   | $ | 21,218,024 |   |
| Equity Investments                                    |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   |      |           |   |   |   |   |   |
| United States of America                              |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   |      |           |   |   |   |   |   |
| Avaya Inc (8)                                         |   | Telecommunications                   |   | 12/15/2017            |   |                       | 869,704 |   |           |   |      |      |       |            |   | $         | 869,705        |   |   | $ | 754,457 |   |
| Total United States of America                        |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 869,705        |   |   | $ | 754,457 |   |
| Total Equity Investments                              |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 869,705        |   |   | $ | 754,457 |   |
| Total Investments                                     |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 252,710,136    |   |   | $ | 250,399,963 |   |
| Cash equivalents                                      |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   |      |           |   |   |   |   |   |
| Dreyfus Government Cash

   Management Fund |   |                                 |   |                  |   |                       |    |   |           |   |      | $         | 10,023,054 |            |   | $         | 10,023,054     |   |   | $ | 10,023,054 |   |
| Total Cash equivalents                                |   |                                 |   |                  |   |                       |    |   |           |   |      |      |       |            |   | $         | 10,637,075     |   |   | $ | 10,637,075 |   |

 

| (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 $113,346, which was unfunded as of December 31, 2017. |
|-----|-----------------------------------------------------------------------------------------------|

| (4) | Represents a delayed draw commitment of $136,964, which was unfunded as of December 31, 2017. |
|-----|-----------------------------------------------------------------------------------------------|

| (5) | Represents a delayed draw commitment of $564,615, which was unfunded as of December 31, 2017. |
|-----|-----------------------------------------------------------------------------------------------|

| (6) | Represents a delayed draw commitment of $611,111, which was unfunded as of December 31, 2017. |
|-----|-----------------------------------------------------------------------------------------------|

| (7) | All investments are pledged as collateral for loans payable unless otherwise noted. |
|-----|-------------------------------------------------------------------------------------|

| (8) | Investment was not pledged as collateral for loans payable as of December 31, 2018. |
|-----|------------------------------------------------------------------------------------------|

 

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 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

| 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 Company 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 its 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 senior secured first lien term 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. 

18

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

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, 2018 and 2017. 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, 2018 and 2017, Logan JV held $21,558,503 and $10,023,054 of cash equivalents, respectively. 

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. 

19

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

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, 2018 and 2017, Logan JV had no loans on non-accrual. 

Fee 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, 2018 and 2017, Logan JV had $4,262,850 and $1,426,036 of unfunded commitments, respectively. 

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, deduction, 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, 2018 and 2017. Logan JV’s federal tax years 2016 forward remain subject to examination by taxing authorities. 

20

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

| 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 Logan JV. 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 Logan JV. 

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 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. 

21

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

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; 

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. 

22

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

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 | % |

 

 

23

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

The following is a summary of the industry classification in which Logan JV was invested as of December 31, 2017: 

 

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

Capital |   |
|-----------------------------------------------|--------|------|-------------|--------|------------|--------|-------------|----------------------------------------|--------|
| Aerospace & defense                       |   | $    | 4,916,130   |   |       | $      | 5,006,019   |                                   |   |   | 6.13 | % |
| Automotive                                    |   | $    | 1,484,002   |   |       | $      | 1,514,406   |                                   |   |   | 1.85 | % |
| Banking, finance, insurance & real estate |   | $    | 23,384,503  |   |       | $      | 23,526,292  |                                   |   |   | 28.77 | % |
| Beverage, food & tobacco                  |   | $    | 14,616,335  |   |       | $      | 14,660,874  |                                   |   |   | 17.93 | % |
| Capital equipment                             |   | $    | 3,445,919   |   |       | $      | 3,530,250   |                                   |   |   | 4.32 | % |
| Chemicals, plastics & rubber              |   | $    | 7,131,264   |   |       | $      | 7,159,542   |                                   |   |   | 8.76 | % |
| Construction & Building                   |   | $    | 3,128,215   |   |       | $      | 3,223,302   |                                   |   |   | 3.94 | % |
| Consumer goods                                |   | $    | 6,936,518   |   |       | $      | 7,060,006   |                                   |   |   | 8.63 | % |
| Energy                                        |   | $    | 4,248,496   |   |       | $      | 4,140,922   |                                   |   |   | 5.06 | % |
| Environmental industries                      |   | $    | 5,754,861   |   |       | $      | 5,812,574   |                                   |   |   | 7.11 | % |
| Healthcare & pharmaceuticals              |   | $    | 29,687,078  |   |       | $      | 29,852,517  |                                   |   |   | 36.51 | % |
| High tech industries                          |   | $    | 21,956,818  |   |       | $      | 22,246,429  |                                   |   |   | 27.21 | % |
| Hotel, gaming & leisure                   |   | $    | 6,406,719   |   |       | $      | 6,467,723   |                                   |   |   | 7.91 | % |
| Media                                         |   | $    | 17,276,344  |   |       | $      | 17,372,514  |                                   |   |   | 21.25 | % |
| Metals & Mining                           |   | $    | 3,947,031   |   |       | $      | 4,045,444   |                                   |   |   | 4.95 | % |
| Retail                                        |   | $    | 14,376,843  |   |       | $      | 12,353,041  |                                   |   |   | 15.11 | % |
| Services                                      |   | $    | 57,116,939  |   |       | $      | 55,941,651  |                                   |   |   | 68.42 | % |
| Telecommunications                            |   | $    | 7,700,047   |   |       | $      | 7,547,662   |                                   |   |   | 9.23 | % |
| Transportation                                |   | $    | 10,149,970  |   |       | $      | 9,831,521   |                                   |   |   | 12.02 | % |
| Utilities                                     |   | $    | 3,144,196   |   |       | $      | 3,171,766   |                                   |   |   | 3.88 | % |
| Wholesale                                     |   | $    | 5,901,908   |   |       | $      | 5,935,508   |                                   |   |   | 7.26 | % |
| Total investments                             |   | $    | 252,710,136 |   |       | $      | 250,399,963 |                                   |   |   | 306.25 | % |

 

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 | % |

 

24

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

The following is a summary of the geographical concentration of Logan JV’s investment portfolio as of December 31, 2017: 

 

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

Capital |   |
|--------------------------|--------|--------|-------------|--------|------------|--------|-------------|----------------------------------------|--------|
| Canada                   |   | $      | 3,866,867   |   |       | $      | 3,973,223   |                                   |   |   | 4.86 | % |
| Cayman Islands           |   |   | 335,506     |   |       |   | 336,793     |                                   |   |   | 0.41 | % |
| Denmark                  |   |   | 981,527     |   |       |   | 998,731     |                                   |   |   | 1.22 | % |
| Luxembourg               |   |   | 3,457,441   |   |       |   | 3,497,375   |                                   |   |   | 4.28 | % |
| United States of America |   |   | 244,068,795 |   |       |   | 241,593,841 |                                   |   |   | 295.48 | % |
| Total investments        |   | $      | 252,710,136 |   |       | $      | 250,399,963 |                                   |   |   | 306.25 | % |

 

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 |   | $          | 351,329,707 |   |    | $      | 21,558,503 |    |   | $      | 40,389,119 |   |   | $ | 289,382,085 |   |

 

The following is a summary of the levels within the fair value hierarchy in which Logan JV was invested as of December 31, 2017: 

 

|                       |   | Fair Value |        |   | Level 1 |   |       | Level 2 |   |   | Level 3    |   |
|----------------------------|--------|------------|-------------|--------|---------|--------|------------|---------|--------|--------|------------|--------|
| First Lien                 |   | $          | 228,427,482 |   |    | $      | —    |    |   | $      | 44,748,317 |   |   | $ | 183,679,166 |   |
| Second Lien                |   |       | 21,218,024  |   |    |   | —    |    |   |   | 6,056,655  |   |   |   | 15,161,368 |   |
| Equity                     |   |       | 754,457     |   |    |   | 754,457    |    |   |   | —    |   |   |   | — |   |
| Total investments          |   |       | 250,399,963 |   |    |   | 754,457    |    |   |   | 50,804,972 |   |   |   | 198,840,534 |   |
| Cash equivalents           |   |       | 10,023,054  |   |    |   | 10,023,054 |    |   |   | —    |   |   |   | — |   |
| Total assets at fair value |   | $          | 261,037,038 |   |    | $      | 11,391,532 |    |   | $      | 50,804,972 |   |   | $ | 198,840,534 |   |

 

 

25

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value for the year ended December 31, 2018: 

 

|                     |   | First Lien |        |   | Second Lien |   |      | Total  |   |
|--------------------------|--------|------------|-------------|--------|-------------|--------|-----------|--------|--------|
| Purchases                |   |       | 156,635,294 |   |        |   | 3,784,807 |   |   |   | 160,420,101 |  |
| Transfers into Level 3   |   |       | 10,322,079  |   |        |   | 3,118,995 |   |   |   | 13,441,074 |   |
| Transfers out of Level 3 |   |       | (6,065,448  | )      |        |   | —   |   |   |   | (6,065,448 |  |

 

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 is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value for the year ended December 31, 2017: 

 

|                     |   | First Lien |        |   | Second Lien |   |       | Total  |   |
|--------------------------|--------|------------|-------------|--------|-------------|--------|------------|--------|--------|
| Purchases                |   |       | 121,204,901 |   |        |   | 14,631,538 |   |   |   | 135,836,439 |  |
| Transfers into Level 3   |   |       | 4,820,553   |   |        |   | 41,684     |   |   |   | 4,862,237 |   |
| Transfers out of Level 3 |   |       | (13,428,286 | )      |        |   | (395,835   | )      |   |   | (13,824,121 |  |

 

26

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

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 Advisor 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 that class. |
|-----------|------------------------------------------------------------------------------|

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2017: 

 

| Description |   | Fair Value at

December 31,

2017 (1) |       |   | Valuation Technique |                                                  | Unobservable Inputs |                                                  | Weighted

Average(2) |
|-------------|--------|---------------------------------------|------------|--------|---------------------|-------------------------------------------------------|---------------------|-------------------------------------------------------|----------------------|
| First Lien  |   | $                                     | 43,476,488 |   |                | Discounted Cash Flows

   (income approach) |                | Weighted Average Cost of

   Capital (WACC) |                 | 5.2%-8.3%

(6.7%) |
|        |   | $                                     | 43,476,488 |   |                |                                                  |                |                                                  |                 |   |

 

| (1) | Included within the Level 3 assets of $198,840,534 is an amount of $155,364,046 for which the Advisor 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 or the investments in each investment category. |
|-----|--------------------------------------------------------------------------------------------|

The primary significant unobservable input used in the fair value measurement of Logan JV’s debt securities is the weighted average cost of capital, or WACC. Significant increases (decreases) in the WACC in isolation would result in a significantly lower (higher) fair value measurement. In determining the WACC, for the income, or yield, approach, Logan JV considers current market yields, portfolio company performance relative to public and private comparable values, leverage levels, and credit quality, among other factors, in its analysis. 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. 

27

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

| 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 which allowed the Company to borrow up to $50,000,000 subject to leverage and borrowing base restrictions. Throughout the course of 2015, 2016, 2017 and 2018, in accordance with the terms of the Credit Facility, Deutsche Bank AG and other banks increased the commitment amount to $275,000,000. The amended revolving loan period ends on January 12, 2021 and the final maturity date is January 12, 2023 

As of December 31, 2018 and 2017, the Company had $241,679,121 and $169,631,533 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 2018 and 2017 was 4.64% and 3.86%, 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 our 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 the Company 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, 2018 and 2017, 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 market interest rates and entities with similar credit risk. As of December 31, 2018 and 2017, the loan would be deemed to be Level 3 of the fair value hierarchy. 

For the years ended December 31, 2018, 2017, and 2016, the Company incurred interest expense and related fees, excluding amortization of deferred financing costs, of $9,769,526, $5,861,844 and $4,576,777, respectively. 

For the years ended December 31, 2018, 2017, and 2016, amortization of deferred financing costs totaled $740,789, $468,483 and $352,524 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. 

28

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

| 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, 2018. The application of this guidance is not expected to have a material impact on Logan JV’s consolidated financial statements. 

In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements (Topic 820)”, which includes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to Topic 820, “Fair Value Measurement”, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, for all entities beginning after December 15, 2016. The Company adopted this standard effective January 1, 2017, and any further required disclosures surrounding changes to valuation approach and/or a valuation technique are disclosed in the Company’s consolidated financial statements. The application of this guidance did not have a material impact on the financial statements as there were no changes to the valuation approach or technique of Logan JV. 

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. Early adoption is permitted. Logan JV adopted this standard effective January 1, 2018. As a result of this adoption, the Fund removed the Level 3 rollforward disclosure and replaced it with a summary of purchases of Level 3 investments and transfers into or out of Level 3 during the years ended December 31, 2018 and 2017. 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. 

29

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

Liquidity Risk 

Logan JV primarily 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. 

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

Administration Expenses 

Administration services are provided by THL Credit Advisors LLC, (the “Administrator”) a Delaware 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, 2018 and 2017, and 2016, Logan JV incurred $191,992, $180,142 and $179,640, respectively, and are included in other general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2018 and 2017, $50,000 and $40,000, respectively, 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. 

30

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

| 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 fund 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 $92,600,000 has been called through December 31, 2018. The remaining 20%, or $50,000,000, of the total commitment will be provided by Perspecta, of which $23,150,000 has been called through December 31, 2018. For the years ended December 31, 2018, 2017 and 2016, $32,000,000, $10,000,000 and $12,000,000 of capital was called, respectively. The members had contributed 46.3%, 33.5% and 29.5% of their capital commitments as of December 31, 2018, 2017 and 2016, respectively. 

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 THL Credit Advisors LLC, in its capacity as Administrative Agent 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 Administrative Agent 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, 2018 and 2017 and 2016 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, 2018, 2017 and 2016 were based on Members’ pro rata share of their capital accounts. For the years ended December 31, 2018, and 2017, $12,450,000 and $11,625,000 was declared, respectively. As of December 31, 2018, and 2017, $3,360,000 and $3,300,000, respectively, was payable to Members. 

31

----

 

THL Credit Logan JV LLC 

(A Delaware Limited Liability Company) 

Notes to Consolidated Financial Statements 

December 31, 2018, 2017 and 2016 (Not covered by the auditor’s report) 

 

 

 

| 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, 2018 and 2017, 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 February 6, 2019 Logan JV repaid $10,000,000 to the credit facility and distributed $4,000,000 to the Managing Members. 

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 6, 2019, the date that the financial statements were available to be issued. 

32