Exhibit 99.1

 

 

 

 

 

 

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

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

and 2015 

 

 

 

 

 

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Table of Contents

December 31, 2017, 2016 and 2015

 

 

|                                                                           |        |         |
|---------------------------------------------------------------------------|--------|---------|
|                                                                      |   | Page(s) |
|                                                                      |   |    |
| Report of Independent Auditors                                            |   | 1       |
|                                                                      |   |    |
| Financial Statements:                                                     |   |    |
|                                                                      |   |    |
| Consolidated Statements of Assets, Liabilities and Members’ Capital |   | 2       |
|                                                                      |   |    |
| Consolidated Statements of Operations                                     |   | 3       |
|                                                                      |   |    |
| Consolidated Statements of Changes in Members’ Capital              |   | 4       |
|                                                                      |   |    |
| Consolidated Statements of Cash Flows                                     |   | 5       |
|                                                                      |   |    |
| Consolidated Schedules of Investments                                     |   | 6-14    |
|                                                                      |   |    |
| Notes to Consolidated Financial Statements                                |   | 15-29   |

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Report of Independent Auditors 

 

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

 

We have audited the accompanying consolidated financial statements of THL Credit Logan JV LLC and its subsidiary (the “Company”), which comprise the consolidated statements of assets, liabilities and members’ capital, including the consolidated schedules of investments,as of December 31, 2017 and 2016 and the related consolidated statements of operations, changes in members’ capital and cash flowsfor each of the two years in the period ended December 31, 2017.  

 

Management’s Responsibility for the Consolidated Financial Statements

 

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

 

Auditors’ Responsibility

 

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

 

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

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of THL Credit Logan JV LLC and its subsidiary as of December 31, 2017 and 2016, and the results of their operations, changes in theirmembers’ capital and their cash flows for each of the two years in the period ended December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

 

Other Matter 

 

The accompanying consolidated statements of operations, changes in members’ capital and cash flows of THL Credit Logan JV LLC and its subsidiary for the year ended December 31, 2015 are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2015 financial statements to be audited and they are therefore not covered by this report.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts 

March 6, 2018

 

 

 

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THL Credit Logan JV LLC

Consolidated Statements of Assets, Liabilities and Members' Capital

As of December 31, 2017 and 2016

 

 

|                                                                                          |   | 2017   |        |   | 2016   |   |
|------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|--------|
| Assets                                                                                   |   |   |        |   |   |   |   |   |
| Investments at fair value (cost $252,710,136                                             |   | $      | 250,399,963 |   |   | $      | 200,190,379 |   |
|    and $199,365,814, respectively)                                             |   |   |        |   |   |   |   |   |
| Cash and cash equivalents                                                                |   |   | 10,637,075  |   |   |   | 9,848,018 |   |
| Interest and fees receivable                                                             |   |   | 906,453     |   |   |   | 641,761 |   |
| Receivable for paydown of investments                                                    |   |   | 11,971      |   |   |   | 35,301 |   |
| Receivable for investments sold                                                          |   |   | 8,686,885   |   |   |   | - |   |
| Total assets                                                                             |   | $      | 270,642,347 |   |   | $      | 210,715,459 |   |
|                                                                                     |   |   |        |   |   |   |   |   |
| Liabilities and Members' Capital                                                         |   |   |        |   |   |   |   |   |
| Liabilities                                                                              |   |   |        |   |   |   |   |   |
| Loans payable ($169,631,533 and $129,257,250 face

   amounts, respectively,   |   | $      | 168,109,676 |   |   | $      | 127,501,823 |   |
|    reported net of unamortized debt issuance costs of

   $1,521,857 |   |   |        |   |   |   |   |   |
|    and $1,755,427, respectively)                                               |   |   |        |   |   |   |   |   |
| Distribution payable                                                                     |   |   | 3,300,000   |   |   |   | 4,195,000 |   |
| Payable for investments purchased                                                        |   |   | 15,616,333  |   |   |   | 2,981,250 |   |
| Accrued credit facility expense                                                          |   |   | 1,697,918   |   |   |   | 1,198,600 |   |
| Accrued expenses                                                                         |   |   | 156,000     |   |   |   | 168,000 |   |
| Total liabilities                                                                        |   | $      | 188,879,927 |   |   | $      | 136,044,673 |   |
| Commitments and contingencies (Notes 10)                                                 |   |   |        |   |   |   |   |   |
|                                                                                     |   |   |        |   |   |   |   |   |
| Members' Capital                                                                         |   |   |        |   |   |   |   |   |
| Members' capital                                                                         |   | $      | 81,762,420  |   |   | $      | 74,670,786 |   |
| Total liabilities and members' capital                                                   |   | $      | 270,642,347 |   |   | $      | 210,715,459 |   |

 

 

 

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

2

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THL Credit Logan JV LLC

Consolidated Statements of Operations

For the years ended December 31, 2017, 2016, and 2015

 

 

|                                                                                     |   | 2017   |       |   | 2016   |   |       | 2015*  |   |
|-------------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|------------|--------|--------|
| Investment Income                                                                   |   |   |       |   |   |   |       |   |   |   |   |   |
| Interest income                                                                     |   | $      | 16,996,380 |   |   | $      | 14,184,626 |   |   | $ | 7,310,164 |   |
| Fee income                                                                          |   |   | 417,141    |   |   |   | 254,000    |   |   |   | 87,770 |   |
| Total investment income                                                             |   |   | 17,413,521 |   |   |   | 14,438,626 |   |   |   | 7,397,934 |   |
| Expenses                                                                            |   |   |       |   |   |   |       |   |   |   |   |   |
| Credit facility interest and fees                                                   |   |   | 5,861,844  |   |   |   | 4,576,777  |   |   |   | 2,112,993 |   |
| Amortization of deferred financing costs                                            |   |   | 468,483    |   |   |   | 352,524    |   |   |   | 244,553 |   |
| Professional fees                                                                   |   |   | 99,406     |   |   |   | 140,500    |   |   |   | 97,087 |   |
| Organization expense                                                                |   |   | -          |   |   |   | -          |   |   |   | 16,427 |   |
| Other general and administrative expenses                                           |   |   | 265,839    |   |   |   | 323,676    |   |   |   | 94,623 |   |
| Total expenses                                                                      |   |   | 6,695,572  |   |   |   | 5,393,477  |   |   |   | 2,565,683 |   |
|                                                                                |   |   |       |   |   |   |       |   |   |   |   |   |
| Net investment income                                                               |   |   | 10,717,949 |   |   |   | 9,045,149  |   |   |   | 4,832,251 |   |
|                                                                                |   |   |       |   |   |   |       |   |   |   |   |   |
| Realized Gain and Change in Unrealized

   Appreciation on Investments    |   |   |       |   |   |   |       |   |   |   |   |   |
| Net realized gains                                                                  |   |   | 1,133,423  |   |   |   | 306,170    |   |   |   | 44,580 |   |
| Net change in unrealized (depreciation) appreciation

   on investments   |   |   | (3,134,738 | )      |   |   | 6,641,912  |   |   |   | (5,798,092 | ) |
| Net realized gain and change in unrealized

   (depreciation)             |   |   |       |   |   |   |       |   |   |   |   |   |
| appreciation on investments                                                         |   |   | (2,001,315 | )      |   |   | 6,948,082  |   |   |   | (5,753,512 | ) |
|                                                                                |   |   |       |   |   |   |       |   |   |   |   |   |
| Net increase (decrease) in members' capital resulting

   from operations |   | $      | 8,716,634  |   |   | $      | 15,993,231 |   |   | $ | (921,261 | ) |

 

*Not covered by the auditor’s report

 

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

3

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THL Credit Logan JV LLC

Consolidated Statements of Changes in Members' Capital

For the years ended December 31, 2017, 2016, and 2015 (Not covered by the auditor’s report)

 

 

| Members' capital, December 31, 2014   | $      | 20,928,816  |   |
|---------------------------------------|--------|-------------|--------|
|                                  |   |        |   |
| Contributions                         |   | 40,750,000  |   |
|                                  |   |        |   |
| Distributions                         |   | (4,780,000  | )      |
|                                  |   |        |   |
| Net investment income                 |   | 4,832,251   |   |
|                                  |   |        |   |
| Net realized gains                    |   | 44,580      |   |
|                                  |   |        |   |
| Net change in unrealized depreciation |   | (5,798,092  | )      |
| on investments                        |   |        |   |
|                                  |   |        |   |
| Members' capital, December 31, 2015   | $      | 55,977,555  |   |
|                                  |   |        |   |
| Contributions                         |   | 12,000,000  |   |
|                                  |   |        |   |
| Distributions                         |   | (9,300,000  | )      |
|                                  |   |        |   |
| Net investment income                 |   | 9,045,149   |   |
|                                  |   |        |   |
| Net realized gains                    |   | 306,170     |   |
|                                  |   |        |   |
| Net change in unrealized appreciation |   | 6,641,912   |   |
| on investments                        |   |        |   |
|                                  |   |        |   |
| Members' capital, December 31, 2016   | $      | 74,670,786  |   |
|                                  |   |        |   |
| Contributions                         |   | 10,000,000  |   |
|                                  |   |        |   |
| Distributions                         |   | (11,625,000 | )      |
|                                  |   |        |   |
| Net investment income                 |   | 10,717,949  |   |
|                                  |   |        |   |
| Net realized gains                    |   | 1,133,423   |   |
|                                  |   |        |   |
| Net change in unrealized depreciation |   | (3,134,738  | )      |
| on investments                        |   |        |   |
|                                  |   |        |   |
| Members' capital, December 31, 2017   | $      | 81,762,420  |   |

 

 

 

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

4

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THL Credit Logan JV LLC

Consolidated Statements of Cash Flows

For the years ended December 31, 2017, 2016, and 2015

 

 

|                                                                                         | 2017   |         |   | 2016   |   |         | 2015*  |   |
|----------------------------------------------------------------------------------------------|--------|--------------|--------|--------|--------|--------------|--------|--------|
| Cash flows from operating activities:                                                        |   |         |   |   |   |         |   |   |   |   |   |
| Net increase (decrease) in members' capital resulting from

   operations          | $      | 8,716,634    |   |   | $      | 15,993,231   |   |   | $ | (921,261 | ) |
| 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            |   | 3,134,738    |   |   |   | (6,641,912   | )      |   |   | 5,798,092 |   |
| Net realized gains                                                                           |   | (1,133,423   | )      |   |   | (306,170     | )      |   |   | (44,580 | ) |
| Amortization of deferred financing costs                                                     |   | 468,483      |   |   |   | 352,524      |   |   |   | 244,553 |   |
| Accretion of premium or discount, net                                                        |   | (2,316,674   | )      |   |   | (1,334,801   | )      |   |   | (401,389 | ) |
| Increase in investments due to PIK                                                           |   | (29,894      | )      |   |   | -            |   |   |   | - |   |
| Purchase of investments                                                                      |   | (170,454,801 | )      |   |   | (105,114,920 | )      |   |   | (180,327,523 | ) |
| Proceeds from sales and repayments of investments                                            |   | 124,561,998  |   |   |   | 73,742,952   |   |   |   | 21,339,225 |   |
| Changes in operating assets and liabilities:                                                 |   |         |   |   |   |         |   |   |   |   |   |
| (Increase) decrease in interest receivable                                                   |   | (264,692     | )      |   |   | 13,350       |   |   |   | (633,623 | ) |
| Increase in accrued credit facility expense                                                  |   | 499,318      |   |   |   | 478,223      |   |   |   | 700,933 |   |
| (Decrease) increase in accrued expenses                                                      |   | (12,000      | )      |   |   | 72,754       |   |   |   | 75,070 |   |
| Decrease in due to affiliate                                                                 |   | -            |   |   |   | -            |   |   |   | (32,202 | ) |
| Net cash used in operating activities                                                        |   | (36,830,313  | )      |   |   | (22,744,769  | )      |   |   | (154,202,705 | ) |
|                                                                                         |   |         |   |   |   |         |   |   |   |   |   |
| Cash flows from financing activities:                                                        |   |         |   |   |   |         |   |   |   |   |   |
| Borrowings under credit facility                                                             |   | 40,374,283   |   |   |   | 21,120,250   |   |   |   | 108,137,000 |   |
| Contributions received                                                                       |   | 10,000,000   |   |   |   | 12,000,000   |   |   |   | 53,750,000 |   |
| Distributions paid                                                                           |   | (12,520,000  | )      |   |   | (7,480,000   | )      |   |   | (2,405,000 | ) |
| Financing costs paid                                                                         |   | (234,913     | )      |   |   | (718,166     | )      |   |   | (1,506,473 | ) |
| Net cash provided by financing activities                                                    |   | 37,619,370   |   |   |   | 24,922,084   |   |   |   | 157,975,527 |   |
|                                                                                         |   |         |   |   |   |         |   |   |   |   |   |
| Net increase in cash                                                                         |   | 789,057      |   |   |   | 2,177,315    |   |   |   | 3,772,822 |   |
|                                                                                         |   |         |   |   |   |         |   |   |   |   |   |
| Cash and cash equivalents, beginning of year                                                 |   | 9,848,018    |   |   |   | 7,670,703    |   |   |   | 3,897,881 |   |
| Cash and cash equivalents, end of year                                                       | $      | 10,637,075   |   |   | $      | 9,848,018    |   |   | $ | 7,670,703 |   |
|                                                                                         |   |         |   |   |   |         |   |   |   |   |   |
| Supplemental Disclosure of Cash Flow Information:                                            |   |         |   |   |   |         |   |   |   |   |   |
| Cash interest paid                                                                           |   | 5,329,393    |   |   |   | 3,685,975    |   |   |   | 1,234,069 |   |
| Supplemental Disclosure of Non Cash Flow Information:                                        |   |         |   |   |   |         |   |   |   |   |   |
| Securities issued in restructuring of investments                                            |   | 869,704      |   |   |   | -            |   |   |   | - |   |
| PIK income earned                                                                            |   | 29,894       |   |   |   | -            |   |   |   | - |   |

 

*Not covered by the auditor’s report

 

 

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

5

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THL Credit Logan JV LLC

Consolidated Schedule of Investments

As of December 31, 2017

 

 

| Company/Security/Country                         |   | 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.

6

----

THL Credit Logan JV LLC

Consolidated Schedule of Investments (continued)

As of December 31, 2017

 

 

| Company/Security/Country                   |   | 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.

7

----

THL Credit Logan JV LLC

Consolidated Schedule of Investments (continued)

As of December 31, 2017

 

 

| Company/Security/Country                |   | 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.

8

----

THL Credit Logan JV LLC

Consolidated Schedule of Investments (continued)

As of December 31, 2017

 

 

| Company/Security/Country                       |   | 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.

9

----

THL Credit Logan JV LLC

Consolidated Schedule of Investments (continued)

As of December 31, 2017

 

 

| 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                               |   | 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 and cash equivalents               |   |                                |   |                 |   |                       |   |           |      |      |   |            |   |        |           |   |   |   |   |
| Dreyfus Government Cash Management Fund |   |                                |   |                 |   |                       |   |           |      |      |   |            | $      | 10,023,054  |           |   | $ | 10,023,054 |   |
| Other cash accounts                     |   |                                |   |                 |   |                       |   |           |      |      |   |            |   | 614,021     |           |   |   | 614,021 |   |
| Total Cash and 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 are 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. |
|-----|-----------------------------------------------------------------------------------------------|

 

 

 

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

10

----

THL Credit Logan JV LLC

Consolidated Schedule of Investments

As of December 31, 2016

 

 

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

Acquisition

Date |   | Maturity

Date | Principal |      |   | Amortized

Cost |   |      | Fair Value (2) |   |   | Fair Value

as % of Total

Members'

Capital |      |
|----------------------------------------------|--------|-----------------------------------------------|--------|---------------------------------------------|--------|--------|----------------------------|--------|----------------|-----------|-----------|--------|-----------------|--------|-----------|----------------|--------|--------|-------------------------------------------------------------|-----------|
| Senior Secured First Lien Term Loans         |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Canada                                       |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Mood Media Corporation                       |   | Media                                         |   | 7% (LIBOR +6%)                              |   |   | 12/05/2014                 |   | 05/01/2019     | $         | 2,957,031 |   |            | $      | 2,856,682 |           |   | $      | 2,858,458                                                   |      |   |   | 3.83 | % |
| Parq Holdings LP                             |   | Hotel, Gaming & Leisure                   |   | 8.5% (LIBOR +7.5%)                          |   |   | 12/05/2014                 |   | 12/17/2020     |      | 1,000,000 |   |            |   | 988,931   |           |   |   | 985,000                                                     |      |   |   | 1.32 | % |
| Total Canada                                 |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   | $         | 3,845,613      |   |   | $                                                           | 3,843,458 |   |   |   | 5.15 | % |
|                                         |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Cayman Islands                               |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Lindblad Maritime                            |   | Hotel, Gaming & Leisure                   |   | 5.81767% (LIBOR +4.5%)                      |   |   | 06/23/2015                 |   | 05/08/2021     | $         | 337,714   |   |            | $      | 339,315   |           |   | $      | 339,403                                                     |      |   |   | 0.45 | % |
| Total Cayman Islands                         |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   | $         | 339,315        |   |   | $                                                           | 339,403   |   |   |   | 0.45 | % |
|                                         |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Luxembourg                                   |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Travelport Finance Luxembourg Sarl           |   | Services                                      |   | 5% (LIBOR +4%)                              |   |   | 09/04/2015                 |   | 09/02/2021     | $         | 2,898,463 |   |            | $      | 2,911,489 |           |   | $      | 2,931,984                                                   |      |   |   | 3.93 | % |
| Total Luxembourg                             |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   | $         | 2,911,489      |   |   | $                                                           | 2,931,984 |   |   |   | 3.93 | % |
|                                         |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| United States of America                     |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |      |   |   |   |   |   |
| Ability Networks Inc.                        |   | High Tech Industries                          |   | 6% (LIBOR +5%)                              |   |   | 03/17/2015                 |   | 05/14/2021     | $         | 1,469,849 |   |            | $      | 1,480,394 |           |   | $      | 1,477,198                                                   |      |   |   | 1.98 | % |
| Advanced Integration Technology LP           |   | Aerospace & Defense                       |   | 6.5% (LIBOR +5.5%)                          |   |   | 07/15/2016                 |   | 07/22/2021     |      | 1,995,000 |   |            |   | 1,976,771 |           |   |   | 2,004,975                                                   |      |   |   | 2.68 | % |
| AgroFresh Inc.                               |   | Services                                      |   | 5.75% (LIBOR +4.75%)                        |   |   | 12/01/2015                 |   | 07/31/2021     |      | 1,974,937 |   |            |   | 1,962,845 |           |   |   | 1,831,754                                                   |      |   |   | 2.45 | % |
| Alpha Media LLC                              |   | Media                                         |   | 7% (LIBOR +6%)                              |   |   | 02/24/2016                 |   | 02/25/2022     |      | 1,925,000 |   |            |   | 1,841,873 |           |   |   | 1,848,000                                                   |      |   |   | 2.47 | % |
| American Sportsman Holdings Co               |   | Retail                                        |   | 5.75% (LIBOR +5%)                           |   |   | 11/22/2016                 |   | 12/18/2023     |      | 3,000,000 |   |            |   | 2,981,250 |           |   |   | 2,975,895                                                   |      |   |   | 3.98 | % |
| AP Gaming I LLC                              |   | Hotel, Gaming & Leisure                   |   | 9.25% (LIBOR +8.25%)                        |   |   | 05/27/2015                 |   | 12/21/2020     |      | 4,941,565 |   |            |   | 4,845,347 |           |   |   | 4,931,262                                                   |      |   |   | 6.60 | % |
| Aptean, Inc.                                 |   | Services                                      |   | 6% (LIBOR +5%)                              |   |   | 12/15/2016                 |   | 12/20/2022     |      | 2,000,000 |   |            |   | 1,980,046 |           |   |   | 2,020,000                                                   |      |   |   | 2.70 | % |
| Arbor Pharmaceuticals, LLC                   |   | Healthcare & Pharmaceuticals              |   | 6% (LIBOR +5%)                              |   |   | 07/12/2016                 |   | 02/01/2023     |      | 2,484,375 |   |            |   | 2,377,966 |           |   |   | 2,518,535                                                   |      |   |   | 3.37 | % |
| Arctic Glacier U.S.A., Inc                   |   | Beverage, Food & Tobacco                  |   | 6% (LIBOR +5%)                              |   |   | 02/12/2015                 |   | 05/10/2019     |      | 2,014,696 |   |            |   | 1,983,801 |           |   |   | 2,012,178                                                   |      |   |   | 2.69 | % |
| Aristotle Corporation                        |   | Healthcare & Pharmaceuticals              |   | 5.50% (LIBOR +4.5%)

7.25% (Prime + 3.5%)   |   |   | 07/13/2015                 |   | 06/30/2021     |      | 4,582,325 |   |            |   | 4,565,149 |           |   |   | 4,559,413                                                   |      |   |   | 6.11 | % |
| Avaya Inc                                    |   | Telecommunications                            |   | 6.25% (LIBOR +5.25%)                        |   |   | 04/30/2015                 |   | 05/29/2020     |      | 979,269   |   |            |   | 972,553   |           |   |   | 854,417                                                     |      |   |   | 1.14 | % |
| Avaya Inc                                    |   | Telecommunications                            |   | 6.5% (LIBOR +5.5%)                          |   |   | 12/18/2014                 |   | 03/31/2018     |      | 985,766   |   |            |   | 990,661   |           |   |   | 863,778                                                     |      |   |   | 1.16 | % |
| Beasley Broadcast Group Inc.                 |   | Media                                         |   | 7% (LIBOR +6%)                              |   |   | 10/06/2016                 |   | 11/01/2023     |      | 1,950,000 |   |            |   | 1,911,826 |           |   |   | 1,954,875                                                   |      |   |   | 2.62 | % |
| Bioplan USA                                  |   | Services                                      |   | 5.75% (LIBOR +4.75%)                        |   |   | 05/13/2015                 |   | 09/23/2021     |      | 982,500   |   |            |   | 872,669   |           |   |   | 950,569                                                     |      |   |   | 1.27 | % |
| BioScrip, Inc.                               |   | Healthcare & Pharmaceuticals              |   | 6.5% (LIBOR +5.25%)                         |   |   | 12/22/2014                 |   | 07/31/2020     |      | 884,683   |   |            |   | 843,965   |           |   |   | 844,872                                                     |      |   |   | 1.13 | % |
| BioScrip, Inc.                               |   | Healthcare & Pharmaceuticals              |   | 6.5% (LIBOR +5.25%)                         |   |   | 12/22/2014                 |   | 07/31/2020     |      | 1,474,472 |   |            |   | 1,406,608 |           |   |   | 1,408,121                                                   |      |   |   | 1.88 | % |
| Birch Communications, Inc.                   |   | Telecommunications                            |   | 8.25% (LIBOR +7.25%)                        |   |   | 12/05/2014                 |   | 07/17/2020     |      | 1,362,937 |   |            |   | 1,349,645 |           |   |   | 1,226,644                                                   |      |   |   | 1.64 | % |
| Blount International, Inc.                   |   | Capital Equipment                             |   | 7.25% (LIBOR +6.25%)

9.00% (Prime + 5.25%) |   |   | 04/05/2016                 |   | 04/12/2023     |      | 1,695,750 |   |            |   | 1,650,003 |           |   |   | 1,719,067                                                   |      |   |   | 2.30 | % |
| Blue Star Acquisition, Inc.(3)               |   | Media                                         |   | 1.00%                                       |   |   | 12/20/2016                 |   | 12/20/2022     |      | 254,545   |   |            |   | (2,542    | )              |   |   | (1,909                                                      | )         |   |   | 0.00 | % |
| Blue Star Acquisition, Inc.                  |   | Media                                         |   | 7.5% (LIBOR +6.5%)                          |   |   | 12/20/2016                 |   | 12/20/2022     |      | 1,745,455 |   |            |   | 1,728,024 |           |   |   | 1,732,364                                                   |      |   |   | 2.32 | % |
| Cabi                                         |   | Retail                                        |   | 5.75% (LIBOR +4.75%)                        |   |   | 06/19/2015                 |   | 06/12/2019     |      | 1,156,250 |   |            |   | 1,149,163 |           |   |   | 1,156,250                                                   |      |   |   | 1.55 | % |
| Caesars Entertainment Resort Properties, LLC |   | Hotel, Gaming & Leisure                   |   | 7% (LIBOR +6%)                              |   |   | 01/15/2015                 |   | 10/11/2020     |      | 2,915,177 |   |            |   | 2,780,583 |           |   |   | 2,947,069                                                   |      |   |   | 3.95 | % |
| Cengage Learning Acquisitions, Inc.          |   | Media                                         |   | 5.25% (LIBOR +4.25%)                        |   |   | 12/15/2014                 |   | 06/07/2023     |      | 2,647,606 |   |            |   | 2,623,959 |           |   |   | 2,583,494                                                   |      |   |   | 3.46 | % |
| Clear Balance Holdings, LLC                  |   | Banking, Finance, Insurance & Real Estate |   | 6.75% (LIBOR +5.75%)                        |   |   | 07/07/2015                 |   | 06/30/2020     |      | 4,692,188 |   |            |   | 4,678,904 |           |   |   | 4,692,188                                                   |      |   |   | 6.28 | % |
| Commercial Barge Line Co                     |   | Transportation: Cargo                         |   | 9.75% (LIBOR +8.75%)                        |   |   | 11/06/2015                 |   | 11/12/2020     |      | 1,443,750 |   |            |   | 1,387,869 |           |   |   | 1,366,748                                                   |      |   |   | 1.83 | % |
| Cortes NP Acquisition Corp                   |   | Capital Equipment                             |   | 6% (LIBOR +5%)                              |   |   | 09/30/2016                 |   | 11/30/2023     |      | 2,000,000 |   |            |   | 1,940,612 |           |   |   | 2,030,000                                                   |      |   |   | 2.72 | % |
| CPI Acquisition, Inc.                        |   | Services                                      |   | 5.5% (LIBOR +4.5%)                          |   |   | 08/14/2015                 |   | 08/17/2022     |      | 3,874,766 |   |            |   | 3,847,056 |           |   |   | 3,545,411                                                   |      |   |   | 4.75 | % |
| Creative Artists                             |   | Media                                         |   | 5% (LIBOR +4%)                              |   |   | 03/16/2015                 |   | 12/17/2021     |      | 2,450,236 |   |            |   | 2,477,304 |           |   |   | 2,485,959                                                   |      |   |   | 3.33 | % |

 

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, 2016

 

 

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

Acquisition

Date |   | Maturity

Date | Principal |      |   | Amortized

Cost |   |      | Fair Value (2) |   |   | Fair Value

as % of Total

Members'

Capital |   |
|---------------------------------------|--------|-----------------------------------------------|--------|---------------------------------------------|--------|--------|----------------------------|--------|----------------|-----------|-----------|--------|-----------------|--------|-----------|----------------|--------|--------|-------------------------------------------------------------|--------|
|                                  |   |                                          |   |                                        |   |   |                       |   |           |      |      |   |            |   |      |           |   |   |                                                        |   |   |   |   |   |   |
| CT Technologies Intermediate Holdings |   | Healthcare & Pharmaceuticals              |   | 5.25% (LIBOR +4.25%)                        |   |   | 02/11/2015                 |   | 12/01/2021     | $         | 1,960,150 |   |            | $      | 1,967,652 |           |   | $      | 1,879,294                                                   |   |   |   | 2.52 | % |
| Cvent Inc                             |   | Hotel, Gaming & Leisure                   |   | 6% (LIBOR +5%)                              |   |   | 06/16/2016                 |   | 11/29/2023     |      | 2,000,000 |   |            |   | 1,980,188 |           |   |   | 2,025,000                                                   |   |   |   | 2.71 | % |
| CWGS Group, LLC                       |   | Automotive                                    |   | 4.5% (LIBOR +3.75%)                         |   |   | 11/03/2016                 |   | 11/08/2023     |      | 1,000,000 |   |            |   | 995,061   |           |   |   | 1,017,080                                                   |   |   |   | 1.36 | % |
| Cypress Semiconductor Corporation     |   | High Tech Industries                          |   | 6.5% (LIBOR +5.5%)                          |   |   | 06/03/2016                 |   | 07/05/2021     |      | 2,468,750 |   |            |   | 2,434,282 |           |   |   | 2,530,469                                                   |   |   |   | 3.39 | % |
| Eastman Kodak Company                 |   | High Tech Industries                          |   | 7.25% (LIBOR +6.25%)                        |   |   | 09/09/2015                 |   | 09/03/2019     |      | 1,952,637 |   |            |   | 1,912,585 |           |   |   | 1,964,851                                                   |   |   |   | 2.63 | % |
| EmployBridge Holding Co.              |   | Services                                      |   | 7.5% (LIBOR +6.5%)                          |   |   | 02/04/2015                 |   | 05/15/2020     |      | 2,942,456 |   |            |   | 2,934,641 |           |   |   | 2,666,601                                                   |   |   |   | 3.57 | % |
| EnergySolutions, LLC                  |   | Environmental Industries                      |   | 6.75% (LIBOR +5.75%)                        |   |   | 03/16/2015                 |   | 05/29/2020     |      | 4,543,031 |   |            |   | 4,456,699 |           |   |   | 4,588,462                                                   |   |   |   | 6.14 | % |
| EVO Payments International LLC        |   | Services                                      |   | 6% (LIBOR +5%)                              |   |   | 12/08/2016                 |   | 12/22/2023     |      | 2,640,000 |   |            |   | 2,613,631 |           |   |   | 2,659,800                                                   |   |   |   | 3.56 | % |
| FullBeauty Brands LP                  |   | Retail                                        |   | 5.75% (LIBOR +4.75%)                        |   |   | 03/08/2016                 |   | 10/14/2022     |      | 3,970,000 |   |            |   | 3,725,550 |           |   |   | 3,573,000                                                   |   |   |   | 4.79 | % |
| Global Healthcare Exchange LLC        |   | Services                                      |   | 5.25% (LIBOR +4.25%)                        |   |   | 08/12/2015                 |   | 08/15/2022     |      | 987,550   |   |            |   | 983,577   |           |   |   | 997,223                                                     |   |   |   | 1.34 | % |
| Gold Standard Baking Inc              |   | Wholesale                                     |   | 5.25% (LIBOR +4.25%)

7.00% (Prime + 3.25%) |   |   | 05/19/2015                 |   | 04/23/2021     |      | 2,955,000 |   |            |   | 2,944,237 |           |   |   | 2,925,450                                                   |   |   |   | 3.92 | % |
| Green Plains Renewable Energy Inc     |   | Energy                                        |   | 6.5% (LIBOR +5.5%)                          |   |   | 06/09/2015                 |   | 06/30/2020     |      | 3,782,924 |   |            |   | 3,636,799 |           |   |   | 3,768,738                                                   |   |   |   | 5.05 | % |
| GTCR Valor Companies, Inc.            |   | Services                                      |   | 7% (LIBOR +6%)                              |   |   | 05/17/2016                 |   | 06/16/2023     |      | 3,980,000 |   |            |   | 3,836,133 |           |   |   | 3,952,637                                                   |   |   |   | 5.29 | % |
| Gulf Finance, LLC                     |   | Energy                                        |   | 6.25% (LIBOR +5.25%)                        |   |   | 08/17/2016                 |   | 08/25/2023     |      | 1,995,000 |   |            |   | 1,938,024 |           |   |   | 2,009,962                                                   |   |   |   | 2.69 | % |
| IMG LLC                               |   | Media                                         |   | 5.25% (LIBOR +4.25%)                        |   |   | 12/31/2014                 |   | 05/06/2021     |      | 1,466,108 |   |            |   | 1,442,478 |           |   |   | 1,484,442                                                   |   |   |   | 1.99 | % |
| Infoblox Inc                          |   | High Tech Industries                          |   | 6% (LIBOR +5%)                              |   |   | 11/03/2016                 |   | 11/07/2023     |      | 2,215,909 |   |            |   | 2,172,425 |           |   |   | 2,208,984                                                   |   |   |   | 2.96 | % |
| Insurance Technologies                |   | High Tech Industries                          |   | 7.5% (LIBOR +6.5%)                          |   |   | 03/26/2015                 |   | 12/15/2021     |      | 3,538,224 |   |            |   | 3,502,679 |           |   |   | 3,485,151                                                   |   |   |   | 4.67 | % |
| Insurance Technologies(4)             |   | High Tech Industries                          |   | 0.50%                                       |   |   | 03/26/2015                 |   | 12/15/2021     |      | 136,964   |   |            |   | (852      | )              |   |   | (2,054                                                      | )      |   |   | 0.00 | % |
| J Jill                                |   | Retail                                        |   | 6% (LIBOR +5%)                              |   |   | 05/08/2015                 |   | 05/09/2022     |      | 1,036,880 |   |            |   | 1,032,903 |           |   |   | 1,037,529                                                   |   |   |   | 1.39 | % |
| Jackson Hewitt Tax Service Inc        |   | Services                                      |   | 8% (LIBOR +7%)                              |   |   | 07/24/2015                 |   | 07/30/2020     |      | 980,000   |   |            |   | 965,860   |           |   |   | 946,925                                                     |   |   |   | 1.27 | % |
| Kestra Financial, Inc.                |   | Banking, Finance, Insurance & Real Estate |   | 6.25% (LIBOR +5.25%)                        |   |   | 06/10/2016                 |   | 06/24/2022     |      | 3,980,000 |   |            |   | 3,925,330 |           |   |   | 3,940,200                                                   |   |   |   | 5.28 | % |
| Kraton Polymers LLC                   |   | Chemicals, Plastics & Rubber              |   | 6% (LIBOR +5%)                              |   |   | 02/18/2016                 |   | 01/06/2022     |      | 2,000,000 |   |            |   | 1,828,397 |           |   |   | 2,026,430                                                   |   |   |   | 2.71 | % |
| Lannett Company Inc                   |   | Healthcare & Pharmaceuticals              |   | 5.75% (LIBOR +4.75%)                        |   |   | 11/20/2015                 |   | 11/25/2020     |      | 1,425,000 |   |            |   | 1,340,887 |           |   |   | 1,385,812                                                   |   |   |   | 1.86 | % |
| Lannett Company Inc                   |   | Healthcare & Pharmaceuticals              |   | 6.375% (LIBOR +5.375%)                      |   |   | 11/20/2015                 |   | 11/25/2022     |      | 1,425,000 |   |            |   | 1,304,103 |           |   |   | 1,398,281                                                   |   |   |   | 1.87 | % |
| Lindblad Expeditions Inc              |   | Hotel, Gaming & Leisure                   |   | 5.81767% (LIBOR +4.5%)                      |   |   | 06/23/2015                 |   | 05/08/2021     |      | 2,617,286 |   |            |   | 2,629,691 |           |   |   | 2,630,372                                                   |   |   |   | 3.52 | % |
| Margaritaville Holdings LLC           |   | Beverage, Food & Tobacco                  |   | 7.26% (LIBOR +6%)                           |   |   | 03/12/2015                 |   | 03/12/2021     |      | 4,726,883 |   |            |   | 4,693,868 |           |   |   | 4,561,442                                                   |   |   |   | 6.11 | % |
| Match Group Inc                       |   | Media                                         |   | 4.20083% (LIBOR +3.25%)                     |   |   | 11/06/2015                 |   | 11/16/2022     |      | 656,250   |   |            |   | 663,551   |           |   |   | 666,914                                                     |   |   |   | 0.89 | % |
| Mediware Information Systems Inc      |   | High Tech Industries                          |   | 5.75% (LIBOR +4.75%)                        |   |   | 09/26/2016                 |   | 09/28/2023     |      | 1,995,000 |   |            |   | 1,975,617 |           |   |   | 2,012,456                                                   |   |   |   | 2.70 | % |
| Merrill Communications LLC            |   | Media                                         |   | 6.25% (LIBOR +5.25%)                        |   |   | 05/29/2015                 |   | 06/01/2022     |      | 1,973,537 |   |            |   | 1,963,998 |           |   |   | 1,968,603                                                   |   |   |   | 2.64 | % |
| Meter Readings Holding, LLC           |   | Utilities                                     |   | 6.75% (LIBOR +5.75%)                        |   |   | 08/17/2016                 |   | 08/29/2023     |      | 1,995,000 |   |            |   | 1,966,494 |           |   |   | 2,037,394                                                   |   |   |   | 2.73 | % |
| Moran Foods LLC                       |   | Retail                                        |   | 7% (LIBOR +6%)                              |   |   | 12/02/2016                 |   | 12/05/2023     |      | 3,000,000 |   |            |   | 2,910,601 |           |   |   | 3,000,000                                                   |   |   |   | 4.02 | % |
| NextCare, Inc.                        |   | Healthcare & Pharmaceuticals              |   | 8.5% (LIBOR +7.5%)                          |   |   | 08/21/2015                 |   | 07/31/2018     |      | 2,958,666 |   |            |   | 2,950,755 |           |   |   | 2,958,666                                                   |   |   |   | 3.96 | % |
| Petrochoice Holdings Inc              |   | Chemicals, Plastics & Rubber              |   | 6% (LIBOR +5%)                              |   |   | 09/02/2015                 |   | 08/19/2022     |      | 987,500   |   |            |   | 967,382   |           |   |   | 997,375                                                     |   |   |   | 1.34 | % |
| Pre-Paid Legal Services, Inc          |   | Services                                      |   | 6.5% (LIBOR +5.25%)                         |   |   | 05/21/2015                 |   | 07/01/2019     |      | 896,667   |   |            |   | 893,913   |           |   |   | 901,150                                                     |   |   |   | 1.21 | % |
| Quincy Newspapers Inc                 |   | Media                                         |   | 5% (LIBOR +4%)

6.75% (Prime +3%)           |   |   | 11/23/2015                 |   | 11/02/2022     |      | 2,809,345 |   |            |   | 2,832,057 |           |   |   | 2,832,185                                                   |   |   |   | 3.79 | % |
| Redbox Automated Retail LLC           |   | Services                                      |   | 8.5% (LIBOR +7.5%)                          |   |   | 09/26/2016                 |   | 09/27/2021     |      | 1,912,500 |   |            |   | 1,857,631 |           |   |   | 1,865,166                                                   |   |   |   | 2.50 | % |
| RentPath, Inc.                        |   | Media                                         |   | 6.25% (LIBOR +5.25%)                        |   |   | 12/11/2014                 |   | 12/17/2021     |      | 2,450,000 |   |            |   | 2,429,716 |           |   |   | 2,413,250                                                   |   |   |   | 3.23 | % |
| Riverbed Technology, Inc.             |   | High Tech Industries                          |   | 4.25% (LIBOR +3.25%)                        |   |   | 02/25/2015                 |   | 04/25/2022     |      | 975,447   |   |            |   | 971,064   |           |   |   | 983,846                                                     |   |   |   | 1.32 | % |

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, 2016

 

 

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

Acquisition

Date |   | Maturity

Date | Principal |      |   | Amortized

Cost |   |        | Fair Value (2) |   |   | Fair Value

as % of Total

Members'

Capital |   |
|--------------------------------------------|--------|-----------------------------------------------|--------|-----------------------|--------|----------------------------|--------|----------------|-----------|-----------|--------|-----------------|--------|-------------|----------------|--------|--------|-------------------------------------------------------------|--------|
|                                       |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| SCS Holdings Inc.                          |   | Services                                      |   | 5.25% (LIBOR +4.25%)  |   | 11/20/2015                 |   | 10/30/2022     | $         | 1,972,528 |   |            | $      | 1,958,140   |           |   | $      | 2,004,167                                                   |   |   |   | 2.68 | % |
| Seahawk Holding Cayman Ltd                 |   | High Tech Industries                          |   | 7% (LIBOR +6%)        |   | 09/27/2016                 |   | 10/31/2022     |      | 2,750,000 |   |            |   | 2,724,409   |           |   |   | 2,791,264                                                   |   |   |   | 3.74 | % |
| Sirva Worldwide, Inc.                      |   | Transportation: Cargo                         |   | 7.5% (LIBOR +6.5%)    |   | 11/18/2016                 |   | 11/22/2022     |      | 3,000,000 |   |            |   | 2,925,896   |           |   |   | 2,947,500                                                   |   |   |   | 3.95 | % |
| Smart Start, Inc.                          |   | Services                                      |   | 5.75% (LIBOR +4.75%)  |   | 08/28/2015                 |   | 02/20/2022     |      | 2,475,000 |   |            |   | 2,455,359   |           |   |   | 2,468,812                                                   |   |   |   | 3.31 | % |
| SolarWinds Inc                             |   | High Tech Industries                          |   | 5.5% (LIBOR +4.5%)    |   | 02/01/2016                 |   | 02/05/2023     |      | 4,975,000 |   |            |   | 4,852,219   |           |   |   | 5,044,749                                                   |   |   |   | 6.76 | % |
| SourceHOV LLC                              |   | Services                                      |   | 7.75% (LIBOR +6.75%)  |   | 03/17/2015                 |   | 10/31/2019     |      | 3,784,520 |   |            |   | 3,392,672   |           |   |   | 3,432,560                                                   |   |   |   | 4.60 | % |
| TerraForm AP Acquisition Holdings LLC      |   | Energy                                        |   | 5.5% (LIBOR +4.5%)    |   | 10/11/2016                 |   | 06/27/2022     |      | 997,468   |   |            |   | 997,468     |           |   |   | 1,002,456                                                   |   |   |   | 1.34 | % |
| TOMS Shoes LLC                             |   | Retail                                        |   | 6.5% (LIBOR +5.5%)    |   | 12/18/2014                 |   | 10/31/2020     |      | 1,965,000 |   |            |   | 1,867,209   |           |   |   | 1,454,100                                                   |   |   |   | 1.95 | % |
| US Renal Care Inc                          |   | Healthcare & Pharmaceuticals              |   | 5.25% (LIBOR +4.25%)  |   | 11/17/2015                 |   | 12/30/2022     |      | 1,980,000 |   |            |   | 1,962,996   |           |   |   | 1,863,675                                                   |   |   |   | 2.50 | % |
| US Shipping Corp                           |   | Utilities                                     |   | 5.25% (LIBOR +4.25%)  |   | 03/09/2016                 |   | 06/26/2021     |      | 232,036   |   |            |   | 220,552     |           |   |   | 224,494                                                     |   |   |   | 0.30 | % |
| Verdesian Life Sciences LLC                |   | Chemicals, Plastics & Rubber              |   | 6% (LIBOR +5%)        |   | 12/09/2014                 |   | 07/01/2020     |      | 886,189   |   |            |   | 885,478     |           |   |   | 793,139                                                     |   |   |   | 1.06 | % |
| Zep Inc                                    |   | Chemicals, Plastics & Rubber              |   | 5% (LIBOR +4%)        |   | 09/14/2015                 |   | 06/27/2022     |      | 2,955,000 |   |            |   | 2,962,180   |           |   |   | 2,980,856                                                   |   |   |   | 3.99 | % |
| Total United States of America             |   |                                          |   |                  |   |                       |   |           |      |      |   |            | $      | 169,388,489 |           |   | $      | 169,845,985                                                 |   |   |   | 227.46 | % |
|                                       |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Total Senior Secured First Lien Term Loans |   |                                          |   |                  |   |                       |   |           |      |      |   |            | $      | 176,484,906 |           |   | $      | 176,960,830                                                 |   |   |   | 236.99 | % |
|                                       |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Second Lien Term Loans                     |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| France                                     |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Linxens France SA                          |   | Telecommunications                            |   | 9.5% (LIBOR +8.5%)    |   | 07/31/2015                 |   | 10/16/2023     | $         | 1,000,000 |   |            | $      | 991,475     |           |   | $      | 1,000,000                                                   |   |   |   | 1.34 | % |
| Total France                               |   |                                          |   |                  |   |                       |   |           |      |      |   |            | $      | 991,475     |           |   | $      | 1,000,000                                                   |   |   |   | 1.34 | % |
|                                       |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| United States of America                   |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| ABG Intermediate Holdings 2 LLC            |   | Consumer goods                                |   | 9.5% (LIBOR +8.5%)    |   | 06/19/2015                 |   | 05/27/2022     | $         | 2,854,619 |   |            | $      | 2,788,944   |           |   | $      | 2,883,165                                                   |   |   |   | 3.86 | % |
| AssuredPartners Inc                        |   | Banking, Finance, Insurance & Real Estate |   | 10% (LIBOR +9%)       |   | 10/16/2015                 |   | 10/20/2023     |      | 1,000,000 |   |            |   | 965,905     |           |   |   | 1,007,750                                                   |   |   |   | 1.35 | % |
| Cirque Du Soleil                           |   | Hotel, Gaming & Leisure                   |   | 9.25% (LIBOR +8.25%)  |   | 06/25/2015                 |   | 07/08/2023     |      | 1,000,000 |   |            |   | 987,733     |           |   |   | 981,875                                                     |   |   |   | 1.31 | % |
| Confie Seguros Holding II Co.              |   | Banking, Finance, Insurance & Real Estate |   | 10.25% (LIBOR +9%)    |   | 06/29/2015                 |   | 05/09/2019     |      | 500,000   |   |            |   | 496,927     |           |   |   | 497,293                                                     |   |   |   | 0.67 | % |
| Duke Finance LLC                           |   | Chemicals, Plastics & Rubber              |   | 10.75% (LIBOR +9.75%) |   | 05/17/2016                 |   | 10/28/2022     |      | 2,000,000 |   |            |   | 1,725,677   |           |   |   | 1,910,000                                                   |   |   |   | 2.56 | % |
| EagleView Technology Corporation           |   | Services                                      |   | 9.25% (LIBOR +8.25%)  |   | 07/29/2015                 |   | 07/14/2023     |      | 2,884,615 |   |            |   | 2,890,596   |           |   |   | 2,880,115                                                   |   |   |   | 3.86 | % |
| GENEX Services, Inc.                       |   | Services                                      |   | 8.75% (LIBOR +7.75%)  |   | 06/26/2015                 |   | 05/30/2022     |      | 1,000,000 |   |            |   | 989,973     |           |   |   | 965,000                                                     |   |   |   | 1.29 | % |
| Gruden Acquisition Inc.                    |   | Transportation: Cargo                         |   | 9.5% (LIBOR +8.5%)    |   | 07/31/2015                 |   | 08/18/2023     |      | 500,000   |   |            |   | 479,281     |           |   |   | 395,835                                                     |   |   |   | 0.53 | % |
| Hyland Software, Inc.                      |   | High Tech Industries                          |   | 8.25% (LIBOR +7.25%)  |   | 06/12/2015                 |   | 07/03/2023     |      | 2,824,991 |   |            |   | 2,729,167   |           |   |   | 2,881,491                                                   |   |   |   | 3.86 | % |
| Infoblox Inc                               |   | High Tech Industries                          |   | 9.75% (LIBOR +8.75%)  |   | 11/03/2016                 |   | 11/07/2024     |      | 2,000,000 |   |            |   | 1,960,659   |           |   |   | 1,968,330                                                   |   |   |   | 2.64 | % |
| MRI Software LLC                           |   | Services                                      |   | 9% (LIBOR +8%)        |   | 06/19/2015                 |   | 06/23/2022     |      | 1,000,000 |   |            |   | 988,212     |           |   |   | 970,000                                                     |   |   |   | 1.30 | % |
| ProAmpac LLC                               |   | Containers, Packaging & Glass             |   | 9.5% (LIBOR +8.5%)    |   | 11/18/2016                 |   | 11/18/2024     |      | 2,500,000 |   |            |   | 2,463,001   |           |   |   | 2,512,500                                                   |   |   |   | 3.36 | % |
| RentPath, Inc.                             |   | Media                                         |   | 10% (LIBOR +9%)       |   | 12/11/2014                 |   | 12/17/2022     |      | 1,000,000 |   |            |   | 932,446     |           |   |   | 881,665                                                     |   |   |   | 1.18 | % |
| Royal Adhesives and Sealants LLC           |   | Chemicals, Plastics & Rubber              |   | 8.5% (LIBOR +7.5%)    |   | 06/12/2015                 |   | 06/19/2023     |      | 1,000,000 |   |            |   | 993,915     |           |   |   | 994,530                                                     |   |   |   | 1.33 | % |
| Wash Multifamily Laundry Systems, LLC.     |   | Services                                      |   | 8% (LIBOR +7%)        |   | 05/04/2015                 |   | 05/12/2023     |      | 74,521    |   |            |   | 74,073      |           |   |   | 74,521                                                      |   |   |   | 0.10 | % |
| Wash Multifamily Laundry Systems, LLC.     |   | Services                                      |   | 8% (LIBOR +7%)        |   | 05/04/2015                 |   | 05/15/2023     |      | 425,479   |   |            |   | 422,924     |           |   |   | 425,479                                                     |   |   |   | 0.57 | % |
| Total United States of America             |   |                                          |   |                  |   |                       |   |           |      |      |   |            | $      | 21,889,433  |           |   | $      | 22,229,549                                                  |   |   |   | 29.77 | % |
|                                       |   |                                          |   |                  |   |                       |   |           |      |      |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |

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, 2016

 

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

Acquisition

Date |   | Maturity

Date | Principal |   |   | Amortized

Cost |   |        | Fair Value (2) |   |   | Fair Value

as % of Total

Members'

Capital |   |
|-----------------------------------------|--------|----------|--------|-------------------|--------|----------------------------|--------|----------------|-----------|--------|--------|-----------------|--------|-------------|----------------|--------|--------|-------------------------------------------------------------|--------|
| Total Second Lien Term Loans            |   |     |   |              |   |                       |   |           |      |   |   |            | $      | 22,880,908  |           |   | $      | 23,229,549                                                  |   |   |   | 31.11 | % |
|                                    |   |     |   |              |   |                       |   |           |      |   |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Total Investments                       |   |     |   |              |   |                       |   |           |      |   |   |            | $      | 199,365,814 |           |   | $      | 200,190,379                                                 |   |   |   | 268.10 | % |
|                                    |   |     |   |              |   |                       |   |           |      |   |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Cash and cash equivalents               |   |     |   |              |   |                       |   |           |      |   |   |            |   |        |           |   |   |                                                        |   |   |   |   |   |
| Dreyfus Government Cash Management Fund |   |     |   |              |   |                       |   |           |      |   |   |            | $      | 9,063,553   |           |   | $      | 9,063,553                                                   |   |   |   | 11.00 | % |
| Other cash accounts                     |   |     |   |              |   |                       |   |           |      |   |   |            |   | 784,465     |           |   |   | 784,465                                                     |   |   |   | 1.00 | % |
| Total Cash and cash equivalents         |   |     |   |              |   |                       |   |           |      |   |   |            | $      | 9,848,018   |           |   | $      | 9,848,018                                                   |   |   |   | 12.00 | % |

 

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

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

| (3) | Represents a delayed draw commitment of $254,545, which was unfunded as of December 31, 2016. |
|-----|-----------------------------------------------------------------------------------------------|

| (4) | Represents a delayed draw commitment of $136,964, which was unfunded as of December 31, 2016. |
|-----|-----------------------------------------------------------------------------------------------|

 

 

 

 

 

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

14

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

December 31, 2017, 2016 and 2015 (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 ultimately 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.

 

15

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

Consolidation

 

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

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of demand deposits and a money market fund held with one financial institution as of December 31, 2017 and 2016. 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, 2017 and 2016, Logan JV held $10,023,054 and $9,063,553 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. 

 

16

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

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

 

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

 

Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when it is no longer probable that principal or interest will be collected. However, Logan JV may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2017 and 2016, Logan JV had no loans on non-accrual. 

 

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. 

 

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 price 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, 2017 and 2016, Logan JV had $1,426,036 and $391,509 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 

17

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

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, 2017 and 2016. Logan JV’s federal tax years 2015 forward remain subject to examination by taxing authorities.

 

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

 

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

 

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

 

With respect to investments for which market quotations are not readily available or not considered to be the best estimate, Logan JV develops a valuation for each investment in 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 

18

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

well as the financial position and credit risk of each portfolio investment. Logan JV’s estimate of the expected repayment date is generally the legal maturity date of the instrument. The yield analysis considers changes in leverage levels, credit quality, portfolio company performance and other factors.

 

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

 

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

 

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. 

19

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (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:

 

|                                          |   |   |        |   |       |   |        |    |   | % of Members' |   |
|-----------------------------------------------|--------|--------|-------------|--------|------------|--------|-------------|---------|--------|-------------------------|--------|
| Industry                                      |   | Cost   |        |   | Fair Value |   |        | 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 | % |

 

20

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

The following is a summary of the industry classification in which Logan JVwas invested as of December 31, 2016:

 

|                                          |   |   |        |   |       |   |        |    |   | % of Members' |   |
|-----------------------------------------------|--------|--------|-------------|--------|------------|--------|-------------|---------|--------|-------------------------|--------|
| Industry                                      |   | Cost   |        |   | Fair Value |   |        | Capital |   |
| Aerospace & defense                       |   | $      | 1,976,771   |   |       | $      | 2,004,975   |    |   |                    | 2.68   | % |
| Automotive                                    |   |   | 995,061     |   |       |   | 1,017,080   |    |   |                    | 1.36   | % |
| Banking, finance, insurance & real estate |   |   | 10,067,066  |   |       |   | 10,137,431  |    |   |                    | 13.58  | % |
| Beverage, food & tobacco                  |   |   | 6,677,669   |   |       |   | 6,573,620   |    |   |                    | 8.80   | % |
| Capital equipment                             |   |   | 3,590,615   |   |       |   | 3,749,067   |    |   |                    | 5.02   | % |
| Chemicals, plastics & rubber              |   |   | 9,363,029   |   |       |   | 9,702,330   |    |   |                    | 12.99  | % |
| Consumer goods                                |   |   | 2,788,944   |   |       |   | 2,883,165   |    |   |                    | 3.86   | % |
| Containers, packaging & glass             |   |   | 2,463,001   |   |       |   | 2,512,500   |    |   |                    | 3.36   | % |
| Energy                                        |   |   | 6,572,291   |   |       |   | 6,781,156   |    |   |                    | 9.08   | % |
| Environmental industries                      |   |   | 4,456,699   |   |       |   | 4,588,462   |    |   |                    | 6.14   | % |
| Healthcare & pharmaceuticals              |   |   | 18,720,081  |   |       |   | 18,816,669  |    |   |                    | 25.20  | % |
| High tech industries                          |   |   | 26,714,648  |   |       |   | 27,346,735  |    |   |                    | 36.65  | % |
| Hotel, gaming & leisure                   |   |   | 14,551,788  |   |       |   | 14,839,981  |    |   |                    | 19.86  | % |
| Media                                         |   |   | 23,701,372  |   |       |   | 23,708,300  |    |   |                    | 31.75  | % |
| Retail                                        |   |   | 13,666,676  |   |       |   | 13,196,774  |    |   |                    | 17.68  | % |
| Services                                      |   |   | 38,831,440  |   |       |   | 38,489,874  |    |   |                    | 51.55  | % |
| Telecommunications                            |   |   | 4,304,334   |   |       |   | 3,944,839   |    |   |                    | 5.28   | % |
| Transportation                                |   |   | 4,793,046   |   |       |   | 4,710,083   |    |   |                    | 6.31   | % |
| Utilities                                     |   |   | 2,187,046   |   |       |   | 2,261,888   |    |   |                    | 3.03   | % |
| Wholesale                                     |   |   | 2,944,237   |   |       |   | 2,925,450   |    |   |                    | 3.92   | % |
| Total investments                             |   | $      | 199,365,814 |   |       | $      | 200,190,379 |    |   |                    | 268.10 | % |

 

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

 

|                     |   |   |        |   |       |   |        |    |   | % of Members' |   |
|--------------------------|--------|--------|-------------|--------|------------|--------|-------------|---------|--------|-------------------------|--------|
|                     |   | Cost   |        |   | Fair Value |   |        | 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 geographical concentration of Logan JV’s investment portfolio as of December 31, 2016:

 

|                     |   |   |        |   |       |   |        |    |   | % of Members' |   |
|--------------------------|--------|--------|-------------|--------|------------|--------|-------------|---------|--------|-------------------------|--------|
|                     |   | Cost   |        |   | Fair Value |   |        | Capital |   |
| Canada                   |   | $      | 3,845,613   |   |       | $      | 3,843,458   |    |   |                    | 5.15   | % |
| Cayman Islands           |   |   | 339,315     |   |       |   | 339,403     |    |   |                    | 0.45   | % |
| France                   |   |   | 991,475     |   |       |   | 1,000,000   |    |   |                    | 1.34   | % |
| Luxembourg               |   |   | 2,911,489   |   |       |   | 2,931,984   |    |   |                    | 3.93   | % |
| United States of America |   |   | 191,277,922 |   |       |   | 192,075,534 |    |   |                    | 257.23 | % |
| Total investments        |   | $      | 199,365,814 |   |       | $      | 200,190,379 |    |   |                    | 268.10 | % |

21

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

 

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                 |   | $          | 228,427,483 |   |    | $      | -          |    |   | $      | 44,748,317 |   |   | $ | 183,679,166 |   |
| Second Lien                |   |       | 21,218,023  |   |    |   | -          |    |   |   | 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 and cash equivalents  |   |       | 10,637,075  |   |    |   | 10,637,075 |    |   |   | -          |   |   |   | - |   |
| Total assets at fair value |   | $          | 261,037,038 |   |    | $      | 11,391,532 |    |   | $      | 50,804,972 |   |   | $ | 198,840,534 |   |

 

The following is a summary of the levels within the fair value hierarchy in which Logan JV was invested as of December 31, 2016:

 

|                            |   | Fair Value |        |   | Level 1 |   |      | Level 2 |   |   | Level 3    |   |
|----------------------------|--------|------------|-------------|--------|---------|--------|-----------|---------|--------|--------|------------|--------|
| First Lien                 |   | $          | 176,960,830 |   |    | $      | -         |    |   | $      | 45,616,412 |   |   | $ | 131,344,418 |   |
| Second Lien                |   |       | 23,229,549  |   |    |   | -         |    |   |   | -          |   |   |   | 23,229,549 |   |
| Total investments          |   |       | 200,190,379 |   |    |   | -         |    |   |   | 45,616,412 |   |   |   | 154,573,967 |   |
| Cash and cash equivalents  |   |       | 9,848,018   |   |    |   | 9,848,018 |    |   |   | -          |   |   |   | - |   |
| Total assets at fair value |   | $          | 210,038,397 |   |    | $      | 9,848,018 |    |   | $      | 45,616,412 |   |   | $ | 154,573,967 |   |

 

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  |   |
|---------------------------------------|--------|------------|-------------|--------|-------------|--------|-------------|--------|--------|
| Balance as of January 1, 2017         |   | $          | 131,344,418 |   |        | $      | 23,229,549  |   |   | $ | 154,573,967 |   |
| Purchases                             |   |       | 121,204,901 |   |        |   | 14,631,538  |   |   |   | 135,836,439 |   |
| Sales and repayments                  |   |       | (60,969,422 | )      |        |   | (22,751,958 | )      |   |   | (83,721,380 | ) |
| Unrealized depreciation               |   |       | (756,496    | )      |        |   | (397,431    | )      |   |   | (1,153,927 | ) |
| Net realized gains                    |   |       | 628,660     |   |        |   | 282,330     |   |   |   | 910,990 |   |
| Net accretion of premiums,            |   |       | 834,838     |   |        |   | 521,491     |   |   |   | 1,356,329 |   |
| discounts and fees                    |   |       |        |   |        |   |        |   |   |   |   |   |
| 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 | ) |
| Balance as of December 31, 2017       |   | $          | 183,679,166 |   |        | $      | 15,161,368  |   |   | $ | 198,840,534 |   |
| Net change in unrealized appreciation |   |       |        |   |        |   |        |   |   |   |   |   |
| from investments still held as of the |   |       |        |   |        |   |        |   |   |   |   |   |
| reporting date                        |   | $          | 351,225     |   |        | $      | 23,129      |   |   | $ | 374,354 |   |

 

All net realized and unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statements of Operations. 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.

 

22

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (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 endedDecember 31, 2016: 

 

|                                  |   | First Lien |        |   | Second Lien |   |       | Total  |   |
|---------------------------------------|--------|------------|-------------|--------|-------------|--------|------------|--------|--------|
| Balance as of January 1, 2016         |   | $          | 49,151,155  |   |        | $      | 3,336,250  |   |   | $ | 52,487,405 |   |
| Purchases                             |   |       | 58,616,052  |   |        |   | 11,186,578 |   |   |   | 69,802,630 |   |
| Sales and repayments                  |   |       | (22,330,842 | )      |        |   | (12,048    | )      |   |   | (22,342,890 | ) |
| Unrealized appreciation               |   |       | 2,138,786   |   |        |   | 687,052    |   |   |   | 2,825,838 |   |
| Net realized gains                    |   |       | 105,115     |   |        |   | -          |   |   |   | 105,115 |   |
| Net accretion of premiums,            |   |       | 637,150     |   |        |   | 75,670     |   |   |   | 712,820 |   |
| discounts and fees                    |   |       |        |   |        |   |       |   |   |   |   |   |
| Transfers into Level 3                |   |       | 43,027,002  |   |        |   | 7,956,047  |   |   |   | 50,983,049 |   |
| Balance as of December 31, 2016       |   | $          | 131,344,418 |   |        | $      | 23,229,549 |   |   | $ | 154,573,967 |   |
| Net change in unrealized appreciation |   |       |        |   |        |   |       |   |   |   |   |   |
| from investments still held as of the |   |       |        |   |        |   |       |   |   |   |   |   |
| reporting date                        |   | $          | 2,025,210   |   |        | $      | 687,052    |   |   | $ | 2,712,262 |   |

 

All net realized and unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statements of Operations.Transfers into and out of Level 3 are primarily attributable to changes in the level of market activity during the period. It is the Company’s policy to recognize transfers into and out of Level 3 at the beginning of the reporting period.

 

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

 

|             |   | Fair Value at |        |   |      |            |         |             |         |      |   |
|-------------|--------|---------------|-------------|--------|-----------|-----------------|--------------|------------------|--------------|-----------|--------|
|        |   | December 31,  |        |   | Valuation |            | Unobservable |             | Range        |      |
| Description |   | 2017          |        |   | Technique |            | Inputs       |             | (Average)(1) |      |
| First Lien  |   | $             | 140,202,678 |   |      | Vendor Pricing  |         | N/A              |         | N/A       |   |
|        |   |          | 43,476,488  |   |      | Discounted Cash |         | Weighted Average |         | 5.2%-8.3% |   |
|        |   |          |        |   |      | Flows (income   |         | Cost of Capital  |         | (6.7)%    |   |
|        |   |          |        |   |      | approach)       |         | (WACC)           |         |      |   |   |
| Second Lien |   |          | 15,161,368  |   |      | Vendor Pricing  |         | N/A              |         | N/A       |   |
|        |   | $             | 198,840,534 |   |      |            |         |             |         |      |   |   |

 

|   | (1) | Average was determined using a weighted average based upon the fair value of the investments in that class. |
|--------|-----|-------------------------------------------------------------------------------------------------------------|

 

23

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

The following provides quantitative information about Level 3 fair value measurements as of December 31, 2016:

 

|        |   | Fair Value at |        |   |      |            |         |             |         |      |   |
|-------------|--------|---------------|-------------|--------|-----------|-----------------|--------------|------------------|--------------|-----------|--------|
|        |   | December 31,  |        |   | Valuation |            | Unobservable |             | Range        |      |
| Description |   | 2016          |        |   | Technique |            | Inputs       |             | (Average)(1) |      |
| First Lien  |   | $             | 100,598,900 |   |      | Vendor Pricing  |         | N/A              |         | N/A       |   |
|        |   |          | 30,745,518  |   |      | Discounted Cash |         | Weighted Average |         | 5.0%-8.7% |   |
|        |   |          |        |   |      | Flows (income   |         | Cost of Capital  |         | (7.0)%    |   |
|        |   |          |        |   |      | approach)       |         | (WACC)           |         |      |   |   |
| Second Lien |   |          | 23,229,549  |   |      | Vendor Pricing  |         | N/A              |         | N/A       |   |
|        |   | $             | 154,573,967 |   |      |            |         |             |         |      |   |   |

 

|   | (1) | Average was determined using a weighted average based upon the fair value of the investments in that class. |
|--------|-----|-------------------------------------------------------------------------------------------------------------|

 

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.

 

| 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 and 2016, in accordance with the terms of the Credit Facility, Deutsche Bank AG and other banks increased the commitment amount to $135,000,000. The amended revolving loan period ends on February 18, 2018 and the final maturity date is February 18, 2021. Additionally, on February 8, 2017 the Facility’s commitment was increased to $150,000,000; and, on September 7, 2017 the Facility’s commitment was increased to $175,000,000.

 

As of December 31, 2017 and 2016, the Company had $169,631,533 and $129,257,250 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 2.50%.

 

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 

24

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

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, 2017 and 2016, the carrying amount of the Company’s outstanding loan approximated fair value. The fair values of the Company’s loan is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s loan is estimated based upon market interest rates and entities with similar credit risk. As of December 31, 2017 and 2016, the loan would be deemed to be Level 3 of the fair value hierarchy.

 

For the years ended December 31, 2017, 2016, and 2015, the Company incurred interest expense and related fees, excluding amortization of deferred financing costs, of $5,861,844, $4,576,777 and $2,112,993, respectively.

 

For the years ended December 31, 2017, 2016, and 2015, amortization of deferred financing costs totaled $468,483, $352,524 and $244,553 respectively. The unamortized fees and expenses are presented in the Consolidated Statements of Assets, Liabilities and Members’ Capital as a reduction to the Loans payable balance and are being amortized using the straight line method.

 

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

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall”, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value. Early adoption of all other amendments is not permitted. The application of this guidance is not expected to have a material impact on Logan JV’s consolidated financial statements.

 

25

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)”, which seeks to reduce diversity in how certain cash payments are presented in the Statement of Cash Flows. Under ASU 2016-15, an entity will need to conform to the presentation as prescribed for eight specific cash flow issues. ASU 2016-15 will be effective for annual and interim reporting periods after December 15, 2017. The application of this guidance 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.

 

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

 

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

 

Market Risk

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

 

Credit Risk

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

 

Liquidity Risk

Logan JV primarily invests in syndicated bank loans. Syndicated loans are typically bought and sold by institutional investors in individually negotiated private transactions that function 

26

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THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

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 otherrestrictions on resale or will be otherwise less liquid than publicly traded securities. The illiquidity of its investments may make itdifficult 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 portfolioquickly, 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 faceother 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, 2017 and 2016, and 2015, Logan JV incurred $180,142, $179,640 and $58,874, respectively, and are included in other general and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2017 and 2016, $40,000 was payable to the Administrator, and is included within accrued expenses on the Consolidated Statements of Assets, Liabilities and Members’ Capital.

 

Logan JV does not pay management fees or incentive fees.

 

27

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (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. 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 $67,000,000 has been called through December 31, 2017. The remaining 20%, or $50,000,000, of the total commitment will be provided by Perspecta, of which $16,750,000 has been called through December 31, 2017. For the years ended December 31, 2017, 2016 and 2015, $10,000,000, $12,000,000 and $40,750,000 of capital was called, respectively. The members had contributed 33.5%, 29.5% and 24.7% of their capital commitments as of December 31, 2017, 2016 and 2015, 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, 2017 and 2016 and 2015 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, 2017, 2016 and 2015 were based on Members’ pro rata share of their capital accounts. For the years ended December 31, 2017, and 2016, $11,625,000 and $9,300,000 was 

28

----

THL Credit Logan JV LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (continued)

December 31, 2017, 2016 and 2015 (Not covered by the auditor’s report)

 

declared, respectively. As of December 31, 2017,and 2016, $3,300,000 and $4,195,000, respectively, was payable to Members.

 

| 9. | Organizational Costs |
|----|----------------------|

 

During the years ended December 31, 2017 and 2016, and 2015, Logan JV incurred $0, $0 and $16,427, respectively, of legal expenses and other costs in connection with the organization and establishment of Logan JV. Such expenses were expensed as incurred.

 

| 10. | 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, 2017 and 2016, Logan JV did not have any additional commitments or contingencies except Revolving and Unfunded Delayed Draw Loans described in Note 2.

 

| 11. | Financial Highlights |
|-----|----------------------|

 

Nonpublic investment vehicles, such as this Company, 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.

 

| 12. | Subsequent Events |
|-----|-------------------|

 

On January 12, 2018, the Credit Facility was amended to extend the final maturity date to January 12, 2023 with the revolving loan period ending on January 12, 2021. On January 26 2018, the senior credit facility’s commitment was increased from $175,000,000 to $200,000,000. Additionally, on February 7, 2018, Logan JV received $4,000,000 of additional capital contributions from its 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, 2018, the date that the financial statements were available to be issued.

29