UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 814-01190
OWL ROCK CAPITAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Maryland
47-5402460
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
399 Park Avenue, 38th Floor
New York, New York
10022
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 419-3000
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☐ NO ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Small reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
As of May 8, 2019 the registrant had 267,306,663 shares of common stock, $0.01 par value per share, outstanding.
i
Table of Contents
Page
PART I
FINANCIAL INFORMATION
2
Item 1.
Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2019 (Unaudited) and December 31,
2018
Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
3
Consolidated Schedules of Investments as of March 31, 2019 (Unaudited) and December 31, 2018
4
Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
21
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
22
Notes to Consolidated Financial Statements (Unaudited)
24
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
53
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
84
Item 4.
Controls and Procedures
85
PART II
OTHER INFORMATION
86
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
87
Signatures
88
ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Capital Corporation (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•
an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
an economic downturn could also impact availability and pricing of our financing;
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
our future operating results;
our business prospects and the prospects of our portfolio companies;
our contractual arrangements and relationships with third parties;
the ability of our portfolio companies to achieve their objectives;
competition with other entities and our affiliates for investment opportunities;
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
the adequacy of our financing sources and working capital;
the loss of key personnel;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
the ability of the Adviser to attract and retain highly talented professionals;
our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
the effect of legal, tax and regulatory changes; and
other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”).
1
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Owl Rock Capital Corporation
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
March 31, 2019 (Unaudited)
December 31, 2018
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $6,747,155 and
$5,720,295, respectively)
$
6,740,544
5,697,447
Controlled, affiliated investments (amortized cost of $93,638 and $91,138,
respectively)
91,168
86,622
Total investments at fair value (amortized cost of $6,840,793 and $5,811,433, respectively)
6,831,712
5,784,069
Cash (restricted cash of $4,119 and $6,013, respectively)
98,773
127,603
Interest receivable
43,153
29,680
Receivable from a controlled affiliate
2,697
8,100
Prepaid expenses and other assets
3,650
1,590
Total Assets
6,979,985
5,951,042
Liabilities
Debt (net of unamortized debt issuance costs of $20,671 and $22,335, respectively)
2,769,805
2,567,717
Management fee payable
15,186
14,049
Distribution payable
88,479
78,350
Payables to affiliates
1,975
2,847
Payable for investments purchased
—
3,180
Accrued expenses and other liabilities
24,226
20,054
Total Liabilities
2,899,671
2,686,197
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 267,306,663 and
216,204,837 shares issued and outstanding, respectively
2,673
2,162
Additional paid-in-capital
4,060,110
3,271,162
Total distributable earnings (losses)
17,531
(8,479
)
Total Net Assets
4,080,314
3,264,845
Total Liabilities and Net Assets
Net Asset Value Per Share
15.26
15.10
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended March 31,
2019
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income
146,439
61,289
Other income
2,339
1,650
Total investment income from non-controlled, non-affiliated investments
148,778
62,939
Investment income from controlled, affiliated investments:
Dividend income
1,322
1,183
Total investment income from controlled, affiliated investments
2,505
Total Investment Income
151,475
65,444
Expenses
Interest expense
34,729
12,057
Management fee
15,187
12,035
Professional fees
2,124
1,412
Directors' fees
143
138
Other general and administrative
1,614
1,073
Total Expenses
53,797
26,715
Net Investment Income (Loss) Before Taxes
97,678
38,729
Excise tax expense
1,673
52
Net Investment Income (Loss) After Taxes
96,005
38,677
Net Realized and Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments
16,428
5,505
Controlled affiliated investments
2,046
(64
Translation of assets and liabilities in foreign currencies
(22
Total Net Change in Unrealized Gain (Loss)
18,452
5,441
Net realized gain (loss):
(4
158
Foreign currency transactions
34
Total Net Realized Gain (Loss)
30
Total Net Realized and Unrealized Gain (Loss)
18,482
5,599
Net Increase (Decrease) in Net Assets Resulting from Operations
114,487
44,276
Earnings Per Share - Basic and Diluted
0.49
0.44
Weighted Average Shares Outstanding - Basic and Diluted
235,886,358
100,924,120
Consolidated Schedules of Investments
As of March 31, 2019
(Amounts in thousands, except share amounts)
Company(1)(17)
Investment
Interest
Maturity Date
Par / Units
Amortized Cost(3)(23)
Fair Value
Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments(2)
Debt Investments
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)(4)(7)(21)
First lien senior secured loan
L + 5.50%
1/4/2025
102,000
100,520
100,470
2.5
%
Advertising and media
IRI Holdings, Inc.(4)(7)(19)(21)
L + 4.50%
11/28/2025
14,963
14,819
14,726
0.4
PAK Acquisition Corporation (dba Valpak)(4)(7)
L + 8.00%
6/30/2022
70,775
69,855
71,128
1.7
Swipe Acquisition Corporation (dba PLI)(4)(5)(21)
L + 7.75%
6/29/2024
161,811
158,851
158,575
3.9
Swipe Acquisition Corporation (dba PLI)(4)(13)(14)(15)(21)
First lien senior secured delayed draw term loan
9/30/2019
-
(170
(65
247,549
243,355
244,364
6.0
Automotive
Mavis Tire Express Services Corp.(4)(5)(21)
Second lien senior secured loan
L + 7.50%
3/20/2026
155,000
151,871
151,125
3.7
Mavis Tire Express Services Corp.(4)(5)(13)(15)(21)
Second lien senior secured delayed draw term loan
3/20/2020
1,449
1,190
1,090
156,449
153,061
152,215
Buildings and real estate
Associations, Inc.(4)(7)(21)
L + 4.00% (3.00% PIK)
7/30/2024
233,734
231,113
231,981
5.7
Associations, Inc.(4)(7)(13)(15)(21)
7/30/2021
28,183
27,542
27,749
0.7
Associations, Inc.(4)(13)(14)(21)
First lien senior secured revolving loan
L + 6.00%
(128
(173
Cheese Acquisition, LLC(4)(7)(21)
L + 4.75%
11/28/2024
129,040
127,156
127,427
3.1
Imperial Parking Canada(4)(9)(21)
C + 5.00%
33,945
33,902
33,523
0.8
Cheese Acquisition, LLC(4)(13)(14)(21)
11/28/2023
(191
(205
424,902
419,394
420,302
10.3
Business services
Access CIG, LLC(4)(5)(21)
2/27/2026
37,756
37,439
37,379
0.9
CIBT Global, Inc.(4)(7)(21)
6/2/2025
59,500
58,236
58,637
1.4
ConnectWise, LLC(4)(7)(21)
2/28/2025
155,151
153,233
153,211
3.8
ConnectWise, LLC(4)(13)(14)(21)
(204
(207
Transperfect Global, Inc.(4)(5)(21)
L + 6.75%
5/7/2024
230,670
226,606
231,823
Vistage International, Inc.(4)(5)(21)
2/8/2026
43,500
43,170
43,065
1.1
Vestcom Parent Holdings, Inc.(4)(5)
L + 8.25%
12/19/2024
78,987
78,095
78,592
1.9
605,564
596,575
602,500
14.8
Chemicals
Douglas Products and Packaging Company LLC(4)(7)(21)
L + 5.75%
10/19/2022
99,695
98,894
98,699
2.4
Douglas Products and Packaging Company LLC(4)(7)(13)(21)
2,725
2,670
2,634
0.1
Innovative Water Care Global Corporation(4)(7)(21)
L + 5.00%
150,000
139,546
139,500
3.4
252,420
241,110
240,833
5.9
Consumer products
Feradyne Outdoors, LLC(4)(7)(21)
L + 6.25%
5/25/2023
113,479
112,460
101,563
WU Holdco, Inc. (dba Weiman Products, LLC)(4)(7)(21)
3/26/2026
141,193
138,374
138,370
WU Holdco, Inc. (dba Weiman Products, LLC)(4)(13)(14)(15)(21)
3/26/2021
(198
(199
WU Holdco, Inc. (dba Weiman Products, LLC)(4)(13)(14)(21)
3/26/2025
(278
254,672
250,358
239,456
Containers and packaging
Pregis Holding I Corporation(4)(7)(21)
L + 7.25%
5/20/2022
43,000
42,315
42,570
1.0
Distribution
ABB/Con-cise Optical Group LLC(4)(5)
6/15/2023
58,942
59,056
56,584
L + 9.00%
6/17/2024
25,000
24,443
23,750
0.6
Aramsco, Inc.(4)(5)(21)
L + 5.25%
8/28/2024
55,578
54,299
54,188
1.3
Aramsco, Inc.(4)(5)(13)(21)
279
90
70
Dade Paper & Bag, LLC (dba Imperial-Dade)(4)(5)(21)
L + 7.44%
6/10/2024
37,112
36,568
37,091
Dealer Tire, LLC(4)(5)(21)
12/15/2025
114,750
109,197
111,881
2.8
Endries Acquisition, Inc.(4)(5)(21)
12/10/2025
180,000
176,953
176,850
4.3
Endries Acquisition, Inc.(4)(5)(13)(15)(21)
12/10/2020
10,440
9,393
9,345
0.2
Endries Acquisition, Inc.(4)(5)(13)(21)
12/10/2024
6,300
5,852
5,828
JM Swank, LLC(4)(7)
7/25/2022
117,070
115,474
114,143
5
QC Supply, LLC(4)(5)
12/29/2022
34,506
33,920
32,953
QC Supply, LLC(4)(5)(13)
12/29/2021
4,969
4,901
4,745
644,946
630,146
627,428
15.3
Education
Learning Care Group (US) No. 2 Inc.(4)(7)(21)
3/13/2026
24,547
24,500
Severin Acquisition, LLC (dba PowerSchool)(4)(7)(21)
8/3/2026
92,500
91,628
91,113
2.2
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(7)(21)
5/14/2024
62,687
61,310
61,121
1.5
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(13)(14)(21)
(90
(106
180,187
177,395
176,628
Energy equipment and services
Hillstone Environmental Partners, LLC(4)(7)(21)
4/25/2023
84,708
83,598
2.1
Hillstone Environmental Partners, LLC(4)(13)(14)(21)
(54
Liberty Oilfield Services LLC(4)(5)(16)(21)
L + 7.63%
9/19/2022
14,148
13,958
14,219
0.3
98,856
97,502
98,927
Financial services
Blackhawk Network Holdings, Inc.(4)(5)(21)
L + 7.00%
6/15/2026
75,998
75,134
74,478
1.8
NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(21)
9/6/2022
28,409
27,889
27,415
NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(13)(21)
427
415
404
104,834
103,438
102,297
Food and beverage
Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(5)(21)
5/15/2024
37,559
36,907
36,808
Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(13)(14)(21)
(46
CM7 Restaurant Holdings, LLC(4)(5)(21)
L + 8.75%
5/22/2023
36,490
35,916
34,848
CM7 Restaurant Holdings, LLC(4)(5)(13)(15)(21)
5/21/2019
859
844
768
CM7 Restaurant Holdings, LLC(4)(13)(14)(15)(21)
(184
Give and Go Prepared Foods Corp.(4)(7)(16)
L + 8.50%
1/29/2024
42,000
41,661
37,170
H-Food Holdings, LLC(4)(5)(19)(21)
3/2/2026
121,800
118,943
118,755
2.9
L + 4.00%
5/23/2025
26,035
25,785
25,584
6
Hometown Food Company(4)(5)(21)
8/31/2023
28,825
28,311
28,249
Hometown Food Company(4)(5)(13)(21)
212
137
127
KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(21)
7/30/2025
35,910
35,198
35,102
KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(13)(21)
7/30/2023
840
665
638
Manna Development Group, LLC(4)(5)(21)
10/24/2022
57,232
56,530
56,373
Manna Development Group, LLC(4)(5)(13)(21)
867
730
802
Recipe Acquisition Corp. (dba Roland Corporation)(4)(7)
12/1/2022
32,000
31,593
Tall Tree Foods, Inc.(4)(5)
8/12/2022
46,000
45,572
44,620
Ultimate Baked Goods Midco, LLC(4)(5)(21)
8/11/2025
27,000
26,439
26,326
Ultimate Baked Goods Midco, LLC(4)(5)(13)(21)
8/9/2023
318
218
191
493,947
485,403
478,123
11.7
Healthcare providers and services
Covenant Surgical Partners, Inc.(4)(7)
10/4/2024
29,647
29,499
Covenant Surgical Partners, Inc.(4)(13)(14)(15)
11/30/2020
(702
(375
Geodigm Corporation (dba National Dentex)(4)(5)(10)(21)
L + 6.87%
12/1/2021
124,405
123,498
123,160
3.0
GI Chill Acquisition (dba California Cryobank)(4)(7)(21)
8/6/2025
31,840
31,693
31,522
8/6/2026
135,400
134,121
133,369
3.3
Premier Imaging, LLC (dba LucidHealth)(4)(5)(21)
1/2/2025
33,915
33,264
33,237
RxSense Holdings, LLC(4)(5)(21)
2/15/2024
134,906
132,923
132,882
RxSense Holdings, LLC(4)(13)(14)(21)
(118
(121
TC Holdings, LLC (dba TrialCard)(4)(5)(21)
11/14/2023
61,442
60,355
60,521
TC Holdings, LLC (dba TrialCard)(4)(5)(13)(15)(21)
6/30/2019
9,675
9,263
9,311
TC Holdings, LLC (dba TrialCard)(4)(5)(13)(21)
11/14/2022
419
339
344
561,649
554,283
553,349
13.7
7
Healthcare technology
Bracket Intermediate Holding Corp.(4)(5)(21)
L + 4.25%
9/5/2025
15,671
15,598
15,593
L + 8.13%
9/5/2026
26,250
25,750
25,725
41,921
41,348
41,318
Household products
Hayward Industries, Inc.(4)(5)(21)
8/4/2025
52,149
51,261
Infrastructure and environmental services
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(4)(7)
9/8/2022
146,957
144,738
3.6
LineStar Integrity Services LLC(4)(7)(21)
2/12/2024
51,150
50,279
50,383
1.2
LineStar Integrity Services LLC(4)(13)(14)(15)(21)
8/12/2019
(210
(129
198,107
194,807
197,211
4.8
Insurance
CD&R TZ Purchaser, Inc. (dba Tranzact)(4)(6)
7/21/2023
34,106
32,699
Internet software and services
Accela, Inc.(4)(7)
9/28/2023
48,630
47,666
46,199
Accela, Inc.(4)(8)(13)
P + 5.25%
3,616
3,504
3,118
Apptio, Inc.(4)(5)(21)
1/10/2025
33,346
32,698
32,679
Apptio, Inc.(4)(13)(14)(21)
(56
Genesis Acquisition Co. (dba Procare Software)(4)(7)(21)
7/31/2024
18,110
17,782
17,748
Genesis Acquisition Co. (dba Procare Software)(4)(13)(14)(15)(21)
7/31/2020
(42
(47
Genesis Acquisition Co. (dba Procare Software)(4)(13)(14)(21)
(53
Infoblox Inc.(4)(5)
11/7/2024
30,000
29,541
IQN Holding Corp. (dba Beeline)(4)(7)(21)
8/20/2024
193,357
190,694
189,490
4.6
IQN Holding Corp. (dba Beeline)(4)(7)(13)(21)
8/20/2023
7,139
6,841
6,686
Lightning Midco, LLC (dba Vector Solutions)(4)(7)(21)
11/21/2025
114,627
113,527
113,480
Lightning Midco, LLC (dba Vector Solutions)(4)(7)(13)(15)(21)
11/23/2020
9,490
9,237
9,223
8
Lightning Midco, LLC (dba Vector Solutions)(4)(7)(13)(21)
11/21/2023
5,372
5,248
5,238
MINDBODY, Inc.(4)(5)(21)
2/14/2025
57,679
57,110
57,102
MINDBODY, Inc.(4)(13)(14)(21)
(60
(61
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(5)(21)
L + 6.50%
134,964
133,437
134,289
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(13)(14)(21)
(69
(32
656,330
647,013
645,003
15.7
Leisure and entertainment
Capital Sports Holdings Inc. (dba Ottawa Senators)(4)(9)(16)
C + 5.25%
6/22/2024
14,970
15,077
14,596
Troon Golf, L.L.C.(4)(7)(10)(12)(21)
First lien senior secured term loan A and B
(TLA: L + 3.5%; TLB: L + 6.6%)
3/29/2025
179,080
176,902
4.4
Troon Golf, L.L.C.(4)(13)(14)(21)
(162
UFC Holdings, LLC(4)(5)(19)
8/18/2024
35,000
34,748
35,074
229,050
226,565
228,750
Manufacturing
Ideal Tridon Holdings, Inc.(4)(7)(21)
7/31/2023
46,459
45,768
45,995
Ideal Tridon Holdings, Inc.(4)(5)(13)(21)
7/31/2022
3,954
3,889
3,905
Professional Plumbing Group, Inc.(4)(7)(21)
4/16/2024
52,611
51,922
51,296
Professional Plumbing Group, Inc.(4)(7)(13)(21)
4,429
4,321
4,207
107,453
105,900
105,403
2.6
Oil and gas
Black Mountain Sand Eagle Ford LLC(4)(7)(21)
L + 10.25% PIK
8/17/2022
88,177
87,271
87,736
Brigham Minerals, LLC(4)(5)(21)
7/27/2024
115,000
113,956
113,275
Brigham Minerals, LLC(4)(5)(13)(15)(21)
10/27/2019
55,200
54,588
54,165
Brigham Minerals, LLC(4)(13)(14)(21)
(82
(138
Zenith Energy U.S. Logistics Holdings, LLC(4)(5)(21)
12/21/2024
85,365
83,854
83,657
343,742
339,587
338,695
8.4
9
Professional services
AmSpec Services Inc.(4)(7)(21)
7/2/2024
102,523
100,911
99,960
AmSpec Services Inc.(4)(8)(13)(21)
P + 3.75%
5,589
5,367
5,227
Cardinal US Holdings, Inc.(4)(7)(16)(21)
90,888
87,232
DMT Solutions Global Corporation(4)(7)(21)
53,900
51,951
51,744
GC Agile Holdings Limited (dba Apex Fund Services)(4)(7)(16)(21)
6/15/2025
88,730
87,127
86,956
GC Agile Holdings Limited (dba Apex Fund Services)(4)(7)(13)(15)(16)(21)
First lien senior secured multi-draw term loan
6/15/2020
23,659
23,240
23,058
GC Agile Holdings Limited (dba Apex Fund Services)(4)(13)(14)(16)(21)
(280
(208
Gerson Lehrman Group, Inc.(4)(5)(21)
12/12/2024
317,091
314,054
313,921
7.7
Gerson Lehrman Group, Inc.(4)(13)(14)(21)
(221
682,380
669,392
671,325
16.4
Specialty retail
EW Holdco, LLC (dba European Wax)(4)(5)(21)
9/25/2024
57,213
56,681
56,354
Galls, LLC(4)(5)(21)
1/31/2025
91,693
90,696
90,777
Galls, LLC(4)(5)(13)(21)
1/31/2024
10,842
10,569
10,631
Galls, LLC(4)(5)(13)(15)(21)
1/31/2020
8,786
8,503
8,698
168,534
166,449
166,460
4.1
Telecommunications
DB Datacenter Holdings Inc.(4)(5)(21)
4/3/2025
34,551
34,475
Transportation
Lytx, Inc.(4)(5)(21)
44,022
42,973
Lytx, Inc.(4)(13)(14)(21)
8/31/2022
Motus, LLC and Runzheimer International LLC(4)(7)(21)
1/17/2024
67,093
65,686
65,751
1.6
Motus, LLC and Runzheimer International LLC(4)(13)(14)(21)
1/17/2023
(104
(110
Uber Technologies, Inc.(19)(21)(22)
Unsecured note
7.50%
11/1/2023
9,200
9,577
8.00%
11/1/2026
13,800
14,653
134,115
131,513
133,893
Total non-controlled/non-affiliated portfolio company debt investments
6,853,862
6,735,940
6,728,250
164.9
10
Equity Investments
CM7 Restaurant Holdings, LLC(21)(22)
LLC Interest
N/A
340
269
H-Food Holdings, LLC(21)(22)
10,875
12,025
11,215
12,294
Total non-controlled/non-affiliated portfolio company equity investments
Total non-controlled/non-affiliated portfolio company investments
6,865,077
6,747,155
165.2
Controlled/affiliated portfolio company investments
Investment funds and vehicles
Sebago Lake LLC(11)(16)(18)(20)(22)
93,638
Total controlled/affiliated portfolio company investments
Total Investments
6,958,715
6,840,793
167.4
Interest Rate Swaps as of March 31, 2019
Company Receives
Company Pays
Notional Amount
Hedged Instrument
Footnote Reference
Interest rate swap
4.75%
L + 2.545%
12/21/2021
2023 Notes
Note 6
Total
________________
(1)
Certain portfolio company investments are subject to contractual restrictions on sales.
(2)
Unless otherwise indicated, all investments are considered Level 3 investments.
(3)
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)
Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(5)
The interest rate on these loans is subject to 1 month LIBOR, which as of March 31, 2019 was 2.49%.
(6)
The interest rate on these loans is subject to 2 month LIBOR, which as of March 31, 2019 was 2.56%.
(7)
The interest rate on these loans is subject to 3 month LIBOR, which as of March 31, 2019 was 2.60%.
(8)
The interest rate on these loans is subject to Prime, which as of March 31, 2019 was 5.50%.
(9)
The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of March 31, 2019 was 2.0%.
(10)
The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss.
(11)
Investment measured at NAV.
(12)
The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $34.7 million and $144.4 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.
(13)
Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.
(14)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(15)
The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(16)
This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of March 31, 2019, non-qualifying assets represented 5.1% of total assets as calculated in accordance with the regulatory requirements.
11
(17)
Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.
(18)
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. The Company’s investment in affiliates for the three months ended March 31, 2019, were as follows:
($ in thousands)
Fair value
as of December 31, 2018
Gross Additions
Gross Reductions
Change in Unrealized Gains (Losses)
Fair value as of March 31, 2019
Dividend Income
Other Income
Controlled Affiliates
Sebago Lake LLC
2,500
Total Controlled Affiliates
(19)
Level 2 investment.
(20)
Investment is not pledged as collateral for the credit facilities.
(21)
Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(22)
Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2019, the aggregate fair value of these securities is $127.7 million or 3.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio Company
Acquisition Date
CM7 Restaurant Holdings, LLC
May 21, 2018
H-Food Holdings, LLC
November 23, 2018
Sebago Lake LLC*
June 20, 2017
Uber Technologies, Inc.
Unsecured Notes
October 18, 2018
* Refer to Note 4 “Investments – Sebago Lake LLC,” for further information.
(23)
As of March 31, 2019, the net estimated unrealized loss for U.S. federal income tax purposes was $23.6 million based on a tax cost basis of $6.9 billion. As of March 31, 2019, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $55.3 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $31.7 million.
12
As of December 31, 2018
IRI Holdings, Inc.(4)(5)(21)
15,000
14,852
14,588
PAK Acquisition Corporation (dba Valpak)(4)(6)
69,795
162,840
159,754
159,583
4.9
(178
248,615
244,223
245,234
7.5
151,793
1,181
152,974
Associations, Inc.(4)(6)(21)
231,957
229,234
229,057
7.0
Associations, Inc.(4)(6)(13)(15)(21)
20,580
19,910
19,579
(134
(231
Cheese Acquisition, LLC(4)(6)(21)
51,896
51,256
51,247
4/19/2020
(619
(140
(201
304,433
299,446
299,307
9.2
Access CIG, LLC(4)(6)(21)
37,432
37,190
CIBT Global, Inc.(4)(6)(21)
49,000
47,965
48,510
231,253
227,023
7.1
43,162
42,848
78,067
440,496
433,649
438,393
13.4
13
Douglas Products and Packaging Company LLC(4)(6)(21)
99,947
99,092
98,447
Douglas Products and Packaging Company LLC(4)(13)(14)(21)
(59
(136
99,033
98,311
Feradyne Outdoors, LLC(4)(6)(21)
113,767
112,695
105,804
3.2
Pregis Holding I Corporation(4)(6)(21)
42,269
41,710
59,093
59,213
57,911
24,424
24,250
55,717
54,388
53,767
559
361
265
37,207
36,641
36,814
109,037
109,013
176,870
5.4
Endries Acquisition, Inc.(4)(13)(14)(15)(21)
(1,085
(1,095
6,750
6,282
6,278
JM Swank, LLC(4)(6)
117,371
115,669
114,437
3.5
25,970
25,508
24,801
QC Supply, LLC(4)(5)(13)(15)
8,624
8,465
8,236
4,472
4,398
4,248
635,513
620,171
615,775
18.8
Learning Care Group (US) No. 2 Inc.(4)(5)(21)
24,535
24,375
Severin Acquisition, LLC (dba PowerSchool)(4)(5)(21)
7/31/2026
91,608
90,650
14
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(6)(21)
62,845
61,412
60,959
(95
(127
180,345
177,460
175,857
Hillstone Environmental Partners, LLC(4)(6)(21)
71,333
70,367
4,458
4,401
14,204
14,002
89,995
88,770
2.7
75,113
74,098
2.3
28,481
27,927
27,485
414
104,906
103,454
101,987
37,658
36,979
36,717
(48
(67
35,884
843
Give and Go Prepared Foods Corp.(4)(6)(16)
41,647
H-Food Holdings, LLC(4)(5)(21)
118,871
118,146
26,100
25,842
25,448
29,735
29,180
28,843
Hometown Food Company(4)(13)(14)(21)
(79
36,000
35,264
34,920
1,200
1,015
930
56,488
56,087
15
720
780
Recipe Acquisition Corp. (dba Roland Corporation)(4)(6)
31,570
46,150
45,694
44,765
26,422
26,190
Ultimate Baked Goods Midco, LLC(4)(13)(14)(21)
(105
(152
495,091
486,187
475,662
14.6
Covenant Surgical Partners, Inc.(4)(6)
29,722
29,574
(734
(750
L + 6.67%
124,720
123,736
123,473
GI Chill Acquisition (dba California Cryobank)(4)(6)(21)
31,920
31,768
31,441
134,092
132,692
TC Holdings, LLC (dba TrialCard)(4)(6)(21)
61,598
60,458
60,366
TC Holdings, LLC (dba TrialCard)(4)(13)(14)(15)(21)
(434
(194
TC Holdings, LLC (dba TrialCard)(4)(6)(13)(21)
839
753
738
384,199
379,361
377,340
11.6
Bracket Intermediate Holding Corp.(4)(6)(21)
15,711
15,635
0.5
25,739
25,659
41,961
41,374
41,252
51,237
51,888
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(4)(6)
147,333
144,977
147,334
4.5
LineStar Integrity Services LLC(4)(6)(21)
51,279
50,372
50,254
(220
(258
198,612
195,129
197,330
34,194
32,718
33,852
16
Accela, Inc.(4)(6)
47,624
47,171
P + 5.00%
2,716
2,597
2,536
Genesis Acquisition Co. (dba Procare Software)(4)(5)(21)
18,155
17,813
17,611
(44
(49
29,526
IQN Holding Corp. (dba Beeline)(4)(6)(21)
193,843
191,076
188,996
5.8
IQN Holding Corp. (dba Beeline)(4)(6)(13)(21)
6,824
6,572
Lightning Midco, LLC (dba Vector Solutions)(4)(6)(21)
114,914
113,781
113,765
Lightning Midco, LLC (dba Vector Solutions)(4)(8)(13)(15)(21)
P + 4.50%
7,376
7,113
7,109
Lightning Midco, LLC (dba Vector Solutions)(4)(13)(14)(21)
(131
135,307
133,718
133,954
(73
558,080
549,775
547,342
16.7
14,642
15,062
Troon Golf, L.L.C.(4)(6)(10)(12)(21)
L + 6.38%
(TLA: L + 3.5%; TLB: L + 7.1%)
9/29/2023
169,395
167,273
5.1
(171
34,739
34,493
219,037
216,903
218,092
6.6
Ideal Tridon Holdings, Inc.(4)(6)(21)
46,577
45,852
45,878
Ideal Tridon Holdings, Inc.(4)(6)(13)(21)
3,568
3,499
3,496
Professional Plumbing Group, Inc.(4)(6)(21)
52,744
52,026
51,426
17
Professional Plumbing Group, Inc.(4)(6)(13)(21)
2,657
2,543
2,436
105,546
103,920
103,236
Black Mountain Sand Eagle Ford LLC(4)(6)(13)(15)(21)
45,973
45,001
44,495
113,917
112,700
45,360
(85
83,801
292,338
287,994
285,288
8.9
AmSpec Services Inc.(4)(6)(21)
102,781
101,104
100,211
2,377
2,145
2,016
Cardinal US Holdings, Inc.(4)(6)(16)(21)
91,125
87,285
90,669
54,600
52,554
52,416
GC Agile Holdings Limited (dba Apex Fund Services)(4)(6)(16)(21)
74,276
72,877
72,792
GC Agile Holdings Limited (dba Apex Fund Services)(4)(13)(14)(15)(16)(21)
2/28/2019
(664
(721
GC Agile Holdings Limited (dba Apex Fund Services)(4)(6)(13)(15)(16)(21)
12,013
11,577
11,412
(296
Gerson Lehrman Group, Inc.(4)(6)(21)
336,585
333,245
333,220
10.2
(232
(234
673,757
659,595
661,573
20.3
57,356
56,804
56,209
91,925
90,893
90,086
9,637
9,350
9,216
18
7,930
7,652
7,534
166,848
164,699
163,045
5.0
34,537
34,300
44,134
43,034
(45
Motus, LLC and Runzheimer International LLC(4)(6)(21)
65,629
65,416
2.0
(111
(137
8,884
13,299
134,227
131,507
131,596
5,808,505
5,709,080
5,686,384
174.2
188
11,063
5,819,720
5,720,295
174.5
91,138
5,910,858
5,811,433
177.2
Interest Rate Swaps as of December 31, 2018
Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-
19
month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2018 was 2.50%.
The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2018 was 2.81%.
The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2018 was 2.88%.
The interest rate on these loans is subject to Prime, which as of December 31, 2018 was 5.50%.
The interest rate on this loan is subject to 3-month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2018 was 2.24%.
The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $32.8 million and $136.6 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.
This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2018, non-qualifying assets represented 5.6% of total assets as calculated in accordance with the regulatory requirements.
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. The Company’s investment in affiliates for the year ended December 31, 2018, were as follows:
as of December 31, 2017
Fair value as of December 31, 2018
65,599
26,110
(5,087
8,379
4,871
Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $119.9 million or 3.7% of the Company’s net assets.
As of December 31, 2018, the net estimated unrealized loss for U.S. federal income tax purposes was $41.2 million based on a tax cost basis of $5.8 billion. As of December 31, 2018, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $62.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $21.0 million.
20
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)
Net unrealized gain (loss)
Net realized gain (loss)
Distributions
Distributions declared from earnings(1)
(88,479
(36,382
Net Decrease in Net Assets Resulting from Shareholders' Distributions
Capital Share Transactions
Issuance of common shares
750,000
174,971
Reinvestment of distributions
39,461
18,514
Net Increase in Net Assets Resulting from Capital Share Transactions
789,461
193,485
Total Increase in Net Assets
815,469
201,379
Net Assets, at beginning of period
1,472,579
Net Assets, at end of period
1,673,958
For the three months ended March 31, 2019 and 2018, distributions declared from earnings were derived from net investment income
Consolidated Statements of Cash Flows
Cash Flows from Operating Activities
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net
(1,110,981
(862,914
Proceeds from investments, net
89,870
234,005
Net amortization of discount on investments
(4,614
(3,867
Payment-in-kind interest
(3,631
(1,114
Net change in unrealized (gain) loss on investments
(18,474
(5,441
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies
Net realized (gain) loss
(158
Amortization of debt issuance costs
1,972
1,095
Amortization of offering costs
213
Changes in operating assets and liabilities:
(Increase) decrease in receivable for investments sold
19,900
(Increase) decrease in interest receivable
(13,473
(3,705
(Increase) decrease in receivable from a controlled affiliate
5,403
998
(Increase) decrease in prepaid expenses and other assets
(2,089
(343
Increase (decrease) in management fee payable
1,137
883
Increase (decrease) in payables to affiliate
(872
(1,268
Increase (decrease) in payables for investments purchased
(3,180
350
Increase (decrease) in accrued expenses and other liabilities
5,381
5,175
Net cash used in operating activities
(939,024
(571,915
Cash Flows from Financing Activities
Borrowings on debt
790,435
716,000
Payments on debt
(591,000
(295,000
Debt issuance costs
(308
(3,032
Proceeds from issuance of common shares
Offering costs paid
(164
Cash distributions paid to shareholders
(38,889
(15,031
Net cash provided by financing activities
910,194
577,744
Net increase (decrease) in cash and restricted cash (restricted cash of
$1,894 and $(683), respectively)
(28,830
5,829
Cash and restricted cash, beginning of period (restricted cash of $6,013 and
$2,638, respectively)
20,071
Cash and restricted cash, end of period (restricted cash of $4,119
and $3,321, respectively)
25,900
Supplemental and Non-Cash Information
Interest paid during the period
25,973
4,202
Distributions declared during the period
36,382
Reinvestment of distributions during the period
Distributions Payable
Excise taxes paid
1,100
210
23
Note 1. Organization
Owl Rock Capital Corporation (the “Company”) is a Maryland corporation formed on October 15, 2015. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.
On April 27, 2016, the Company formed a wholly-owned subsidiary, OR Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending LLC loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
Owl Rock Capital Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”). The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the 1940 Act. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
From March 3, 2016 (the “Initial Closing”) through March 2, 2018, the Company conducted private offerings (each, a “Private Offering”) of common stock to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of each Private Offering, each investor made a capital commitment (a “Capital Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. If the Company has not consummated a listing of its common shares on a national securities exchange (an “Exchange Listing”) by March 3, 2021, the five-year anniversary of the Initial Closing, subject to extension for two additional one-year periods, at the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on March 1, 2016 and commenced operations on March 3, 2016. The Company’s fiscal year ends on December 31.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Cash
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Company’s audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.
The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:
With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;
With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;
The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and
The Board reviews the recommended valuations and determines the fair value of each investment.
The Company conducts this valuation process on a quarterly basis.
The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
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Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
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 the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, further clarified by the FASB’s issuance of the Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging, which was adopted early in 2017 by the Company, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
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Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2019, no investments are on non-accrual status.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.
Organization Expenses
Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
Offering Expenses
Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
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Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2016 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2018. The 2015 through 2017 tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.
Consolidation
As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company does not consolidate its equity interest in Sebago Lake LLC (“Sebago Lake”). For further description of the Company’s investment in Sebago Lake, see Note 4 “Investments”.
New Accounting Pronouncements
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the updated guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period.
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In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property.
In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606), the amendments in this update are of a similar nature to the items typically addressed in the technical corrections and improvements project.
Management has adopted the aforementioned accounting pronouncements and does not believe that they had a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
On March 1, 2016, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees, the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
On February 27, 2019, the Board approved to extend the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until March 1, 2020 and from year to year thereafter if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three months ended March 31, 2019 and 2018 the Company incurred expenses of approximately $1.3 million and $0.7 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
As of March 31, 2019 and December 31, 2018, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $1.9 million and $2.8 million, respectively.
Investment Advisory Agreement
On March 1, 2016, the Company entered into the Original Investment Advisory Agreement with the Adviser. On February 27, 2019, the Board determined to amend and restate the Original Investment Advisory Agreement (as amended and restated, the "Investment Advisory Agreement") to reduce the fees that the Company will pay the Adviser following an Exchange Listing. Under
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the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until February 27, 2020 and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee is payable quarterly in arrears. Prior to the future quotation or listing of the Company’s securities on a national securities exchange (an “Exchange Listing”) or the future quotation or listing of its securities on any other public trading market, the management fee is payable at an annual rate of 0.75% of the Company’s (i) average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters plus (ii) the average of any remaining unfunded Capital Commitments at the end of the two most recently completed calendar quarters. Following an Exchange Listing, the management fee is payable at an annual rate of 1.5% of the Company’s average gross assets excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.
For the three months ended March 31, 2019 and 2018, management fees were $15.2 million and $12.0 million, respectively.
Pursuant to the Investment Advisory Agreement, the Adviser will not be entitled to an incentive fee prior to an Exchange Listing. Following an Exchange Listing, the incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears commencing with the first calendar quarter following an Exchange Listing, and equals 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.
The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the date on which the Exchange Listing becomes effective (the “Listing Date”) to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
There was no incentive fee for the three months ended March 31, 2019 and 2018.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Company to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. The Adviser is under common control with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Capital Private Fund Advisors LLC (“ORCPFA”), which are also investment advisers and indirect subsidiaries of Owl Rock Capital Partners. The Adviser, ORTA, ORCPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.” Owl Rock’s investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company, Owl Rock Capital Corporation II, a BDC advised by the Adviser, Owl Rock Technology Finance Corp., a BDC advised by ORTA, and/or other funds managed by the Adviser or its affiliates. As a result of exemptive relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of Owl Rock Capital Corporation II, Owl Rock Technology Finance Corp. and/or other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.
License Agreement
The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Owl Rock Capital Partners LP has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Owl Rock” name or logo.
Note 4. Investments
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
Investments at fair value and amortized cost consisted of the following as of March 31, 2019 and December 31, 2018:
March 31, 2019
Amortized Cost
First-lien senior secured debt investments
5,582,703
5,579,004
4,566,573
4,554,835
Second-lien senior secured debt investments
1,130,237
1,125,016
1,119,507
1,109,366
Unsecured debt investments
23,000
24,230
22,183
Equity investments
Investment funds and vehicles(1)
Includes equity investment in Sebago Lake. See below, within Note 4, for more information regarding Sebago Lake.
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The industry composition of investments based on fair value as of March 31, 2019 and December 31, 2018 was as follows:
4.2
6.2
5.2
8.8
7.6
10.6
7.2
8.1
6.5
9.4
9.5
Investment funds and vehicles (1)
9.8
11.4
100.0
The geographic composition of investments based on fair value as of March 31, 2019 and December 31, 2018 was as follows:
United States:
Midwest
17.4
17.3
Northeast
20.4
22.0
South
39.9
36.7
West
18.6
20.1
Belgium
Canada
United Kingdom
Sebago Lake, a Delaware limited liability company, was formed as a joint venture between the Company and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. Sebago Lake’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Both the Company and Regents (the “Members”) have a 50% economic ownership in Sebago Lake. Except under certain circumstances,
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contributions to Sebago Lake cannot be redeemed. Each of the Members initially agreed to contribute up to $100 million to Sebago Lake. On July 26, 2018, each of the Members increased their contribution to Sebago Lake up to an aggregate of $125 million. As of March 31, 2019, each Member has funded $93.6 million of their $125 million commitments. Sebago Lake is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members.
The Company has determined that Sebago Lake is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its non-controlling interest in Sebago Lake.
During 2018, the Company acquired one investment from Sebago Lake at fair market value. The transaction generated a realized gain of $0.1 million for Sebago Lake. During 2017, the Company sold its investment in three portfolio companies at fair market value to Sebago Lake generating a realized gain of $0.5 million.
As of March 31, 2019 and December 31, 2018, Sebago Lake had total investments in senior secured debt at fair value of $481.0 million and $531.5 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Board’s valuation process described herein. The following table is a summary of Sebago Lake’s portfolio as well as a listing of the portfolio investments in Sebago Lake’s portfolio as of March 31, 2019 and December 31, 2018:
Total senior secured debt investments(1)
490,749
545,553
Weighted average spread over LIBOR(1)
4.69
4.66
Number of portfolio companies
Largest funded investment to a single borrower(1)
49,643
49,768
At par.
33
Sebago Lake's Portfolio as of March 31, 2019
Company(1)(2)(4)(5)
Amortized Cost(3)
Percentage of Members' Equity
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)
12/21/2023
35,457
34,875
34,713
19.0
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(10)(12)
12/21/2022
(63
Space Exploration Technologies Corp.(6)
24,938
24,699
24,688
13.5
60,395
59,529
59,338
32.5
SSH Group Holdings, Inc. (dba Stratford School)(6)
34,825
34,728
34,303
DecoPac, Inc.(7)
9/30/2024
21,107
21,024
21,021
11.5
DecoPac, Inc.(9)(10)(12)
(13
(14
FQSR, LLC (dba KBP Investments)(7)
5/14/2023
24,694
24,381
24,268
13.3
FQSR, LLC (dba KBP Investments)(7)(9)(11)(12)
5/14/2020
3,305
3,229
3,199
Give & Go Prepared Foods Corp.(7)
7/29/2023
24,625
24,578
22,470
12.3
Sovos Brands Intermediate, Inc.(6)
7/20/2025
44,888
44,467
44,446
24.4
118,619
117,666
115,390
63.3
Healthcare equipment and services
Cadence, Inc.(6)
5/21/2025
24,537
23,991
23,678
13.0
Cadence, Inc.(9)(10)(12)
(0.1
23,839
23,458
12.9
VVC Holdings Corp.(7)(8)
2/11/2026
20,000
19,604
19,700
10.8
CHA Holding, Inc.(7)
4/10/2025
24,813
24,713
24,701
CHA Holding, Inc.(9)(10)(11)(12)
10/10/2019
(23
(24
24,690
24,677
Integro Parent Inc.(7)
10/28/2022
44,540
44,353
44,016
24.1
Integro Parent Inc.(9)(10)(12)
10/30/2021
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)
34,735
33,970
33,764
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(12)
3/29/2023
1,250
1,063
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(11)
3/29/2020
6,132
5,945
5,888
Worley Claims Services, LLC(6)
8/7/2022
29,494
29,263
29,317
16.1
Worley Claims Services, LLC(6)(9)(12)
1,966
1,950
1,954
118,117
116,558
115,943
63.7
DigiCert, Inc.(6)(8)
10/31/2024
49,390
48,650
26.7
Engineered Machinery Holdings(7)
7/19/2024
14,671
14,663
8.0
Uber Technologies, Inc.(6)(8)
4/4/2025
24,837
24,850
13.6
Total Debt Investments
485,363
480,972
263.8
Unless otherwise indicated, Sebago Lake’s investments are pledged as collateral supporting the amounts outstanding under Sebago Lake’s credit facility.
Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
Position or portion thereof is an unfunded loan commitment.
Investment is not pledged as collateral under Sebago Lake’s credit facility.
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Sebago Lake's Portfolio as of December 31, 2018
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(8)
35,547
34,936
34,765
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(11)(12)(14)
(66
24,751
24,750
14.3
60,547
59,639
59,449
34.4
SSH Group Holdings, Inc. (dba Stratford School)(8)
34,913
34,812
34,383
19.8
DecoPac, Inc.(8)
21,161
21,074
20,949
12.1
DecoPac, Inc.(11)(12)(14)
FQSR, LLC (dba KBP Investments)(8)
24,756
24,426
24,202
14.0
FQSR, LLC (dba KBP Investments)(8)(11)(13)(14)
3,224
3,168
Give & Go Prepared Foods Corp.(8)
24,638
21,725
12.5
Sovos Brands Intermediate, Inc.(8)
45,000
44,556
44,550
25.7
118,910
117,904
114,562
66.1
Beaver-Visitec International Holdings, Inc.(7)
8/19/2023
40,019
39,835
39,659
22.9
24,599
24,034
23,418
Cadence, Inc.(11)(12)(14)
(161
(301
(0.2
64,618
63,708
62,776
36.2
CHA Holding, Inc.(8)
24,875
24,772
24,601
14.2
CHA Holding, Inc.(11)(12)(13)(14)
24,748
24,541
Integro Parent Inc.(8)
44,655
44,456
43,749
25.3
Integro Parent Inc.(8)(11)(14)
1,830
1,805
1,728
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)
34,822
34,095
33,608
19.3
36
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(9)(11)(14)
P + 3.25%
1,091
1,019
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(11)(13)
6,147
5,953
5,843
Worley Claims Services, LLC(7)
29,568
29,323
29,273
16.9
Worley Claims Services, LLC(11)(12)(13)(14)
2/7/2019
(28
118,272
116,695
115,220
66.5
DigiCert, Inc.(6)(10)
49,505
48,623
28.1
ACProducts, Inc.(8)
1/3/2022
48,750
48,320
47,726
27.5
Uber Technologies, Inc.(6)(10)
24,900
24,745
24,235
540,076
531,515
306.8
The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2018 was 2.61%.
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Below is selected balance sheet information for Sebago Lake as of March 31, 2019 and December 31, 2018:
Investments at fair value (amortized cost of $485,363 and $540,076, respectively)
23,146
13,487
1,925
259
455
505,468
547,382
Debt (net of unamortized debt issuance costs of $5,003 and $5,368, respectively)
314,976
356,611
Loan origination and structuring fees payable
Distributions payable
5,394
6,460
2,761
6,196
323,131
374,138
Members' Equity
182,337
173,244
Total Liabilities and Members' Equity
Below is selected statement of operations information for Sebago Lake for the three months ended March 31, 2019 and 2018:
Three Months Ended
March 31,
10,396
6,159
68
93
10,464
6,252
Loan origination and structuring fee
4,633
2,624
180
189
4,813
3,996
Net Investment Income Before Taxes
5,651
2,256
Taxes
334
Net Investment Income After Taxes
5,317
Net Realized and Unrealized Gain (Loss) on Investments
Net Unrealized Gain (Loss) on Investments
4,170
260
Total Net Unrealized Gain (Loss) on Investments
Net Increase in Members' Equity Resulting from Operations
9,487
2,516
Loan Origination and Structuring Fees
If the loan origination and structuring fees earned by Sebago Lake during a fiscal year exceed Sebago Lake’s expenses and other obligations (excluding financing costs), such excess is allocated to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by Sebago Lake with respect to the loans originated by such Member; provided, that in no event will the amount allocated to a Member exceed 1% of the par value of the loans originated by such Member in any fiscal year. The loan origination and structuring fee is accrued quarterly and included in other income from controlled, affiliated investments on the Company’s Consolidated Statements of Operations and paid annually. On February 27, 2019, the Members agreed to amend the terms of Sebago Lake’s operating agreement to eliminate the allocation of excess loan origination and
38
structuring fees to the Members. As such, for the three months ended March 31, 2019 and we accrued no income based on loan origination and structuring fees. As of March 31, 2018, we accrued and received income based on loan origination and structuring fees of $1.2 million.
Note 5. Fair Value of Investments
Investments
The following tables present the fair value hierarchy of investments as of March 31, 2019 and December 31, 2018:
Fair Value Hierarchy as of March 31, 2019
Level 1
Level 2
Level 3
40,310
5,538,694
1,089,942
Subtotal
99,614
6,640,930
Investments measured at NAV(1)
Total Investments at fair value
Includes equity investment in Sebago Lake.
Fair Value Hierarchy as of December 31, 2018
1,074,873
56,676
5,640,771
39
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2019 and 2018:
As of and for the Three Months Ended March 31, 2019
Fair value, beginning of period
Purchases of investments, net(1)
1,092,134
10,238
1,102,372
(80,023
Net change in unrealized gain (loss)
7,679
4,349
1,231
13,259
Net realized gains (losses)
4,109
482
4,591
Transfers into (out of) Level 3(2)
(40,036
Fair value, end of period
Purchases may include payment-in-kind (“PIK”).
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
As of and for the Three Months Ended March 31, 2018
1,612,191
633,879
2,760
2,248,830
563,402
283,734
847,136
(129,163
(57,000
(186,163
6,499
(684
5,815
2,166
1,385
3,551
(59,698
1,995,555
861,314
2,859,629
The following tables present information with respect to net change in unrealized gains on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the three months ended March 31, 2019 and 2018:
Net change in unrealized gain (loss) for the Three Months Ended March 31, 2019 on Investments Held at March 31, 2019
Net change in unrealized gain (loss) for the Three Months Ended March 31, 2018 on Investments Held at March 31, 2018
7,676
6,944
4,348
(365
13,255
6,579
40
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2019 and December 31, 2018. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
Valuation Technique
Unobservable Input
Range (Weighted Average)
Impact to Valuation from an Increase in Input
4,752,165
Yield Analysis
Market Yield
6.2%-14.1% (9.8%)
Decrease
786,529
Recent Transaction
Transaction Price
93.0%-99.0% (97.5%)
Increase
10.2%-18.0% (11.6%)
Market Approach
EBITDA Multiple
7.0x - 11.5x (11.4x)
First-lien senior secured debt investments(1)
3,719,125
6.4%-13.9% (10.4%)
712,109
97.5%-99.0% (98.7%)
10.7%-19.5% (12.1%)
7.25x
Excludes investments with an aggregate fair value amounting to $123,601, which the Company valued using indicative bid prices obtained from brokers.
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions typically would be used.
41
Financial Instruments Not Carried at Fair Value
The fair value of the Company’s credit facilities, which are categorized as Level 3 within the fair value hierarchy as of March 31, 2019 and December 31, 2018, approximates their carrying value. Additionally, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities.
Note 6. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. As of March 31, 2019 and December 31, 2018, the Company’s asset coverage was 245% and 225%, respectively.
Debt obligations consisted of the following as of March 31, 2019 and December 31, 2018:
Aggregate Principal Committed
Outstanding Principal
Amount Available(1)
Net Carrying Value(2)
Subscription Credit Facility(3)
900,000
701,000
180,621
700,288
Revolving Credit Facility(4)
600,000
489,917
110,083
485,845
SPV Asset Facility I
400,000
396,549
SPV Asset Facility II
550,000
543,846
SPV Asset Facility III
500,000
495,402
2023 Notes(5)
147,875
Total Debt
3,100,000
2,790,917
290,704
The amount available reflects any limitations related to each credit facility’s borrowing base.
The carrying value of the Company’s Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III and the 2023 Notes are presented net of deferred unamortized debt issuance costs of $0.7 million, $4.1 million, $3.4 million, $6.2 million, $4.6 million and $1.7 million, respectively.
The amount available is reduced by $18.4 million of outstanding letters of credit.
Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
Inclusive of change in fair value of effective hedge.
883,000
4,487
881,795
308,643
291,357
304,229
396,352
543,713
300,000
200,000
294,995
146,633
2,591,643
495,844
The carrying value of the Company’s Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III and the 2023 Notes are presented net of deferred unamortized debt issuance costs of $1.2 million, $4.4 million, $3.6 million, $6.3 million, $5.0 million and $1.8 million, respectively.
The amount available is reduced by $12.5 million of outstanding letters of credit.
42
For the three months ended March 31, 2019 and 2018, the components of interest expense were as follows:
32,786
10,962
1,943
Total Interest Expense
Average interest rate
4.73
3.63
Average daily borrowings
2,772,882
1,146,078
Subscription Credit Facility
On August 1, 2016, the Company entered into a subscription credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (the “Administrative Agent”) and letter of credit issuer, and Wells Fargo, State Street Bank and Trust Company and the banks and financial institutions from time to time party thereto, as lenders.
The Subscription Credit Facility permitted the Company to borrow up to $250 million, subject to availability under the “Borrowing Base”. The Borrowing Base is calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements above certain concentration limits based on investors’ credit ratings. The Original Subscription Credit Facility also included a provision permitting the Company to increase the size of the facility on or before August 1, 2017 up to a maximum principal amount not exceeding $500 million, subject to customary conditions, and included a further provision permitting the Company to increase the size of the facility under certain circumstances up to a maximum principal amount not exceeding $750 million, if the existing or new lenders agreed to commit to such further increase.
On September 14, 2016, the Company increased the size of the facility to a total of $300 million. On September 26, 2016, the Company increased the size of the facility to a total of $500 million. On January 4, 2017, the Company increased the size of the facility to a total of $575 million. On March 13, 2017, the Company increased the size of the facility to a total of $700 million.
On November 2, 2017, the Company amended the Subscription Credit Facility pursuant to a first amendment to revolving credit agreement, which, among other things: (i) increased the size of the facility to a total of $750 million and (ii) amended the accordion feature to permit the Company to increase the commitments under the Subscription Credit Facility under certain circumstances up to a maximum principal amount of $900 million, if the existing or new lenders agreed to commit to such further increase. On November 2, 2017, the Company temporarily increased the size of the facility to $850 million. On December 1, 2017, the Company increased the size of the Subscription Credit Facility to a total of $900 million.
Borrowings under the Subscription Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.60% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.60%, (B) the federal funds rate plus 1.10%, and (C) one-month LIBOR plus 1.60%. Loans may be converted from one rate to another at any time at the Company’s election, subject to certain conditions. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. The Company also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
The Subscription Credit Facility will mature upon the earliest of (i) the date three (3) years from August 1, 2016; (ii) the date upon which the Administrative Agent declares the obligations under the Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under the Company’s Subscription Agreements (as defined below); (iv) forty-five (45) days prior to the date of any listing of the Company’s common stock on a national securities exchange; (v) the termination of the commitment period under the Company’s Subscription Agreements (if earlier than the scheduled date); and (vi) the date the Company terminates the commitments pursuant to the Subscription Credit Facility.
The Subscription Credit Facility is secured by a perfected first priority security interest in the Company’s right, title, and interest in and to the capital commitments of the Company’s private investors, including the Company’s right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.
The Subscription Credit Facility contains customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
43
Transfers of interests in the Company by shareholders must comply with certain sections of the Subscription Credit Facility and the Company shall notify the Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.
Revolving Credit Facility
On February 1, 2017, the Company entered into a senior secured revolving credit agreement (the “Original Revolving Credit Facility”). On April 2, 2019, the Company amended the Senior Secured Revolving Credit Agreement (the “Amendment,” and the Original Revolving Credit Facility as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 17, 2017, the First Omnibus Amendment to Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement, dated as of March 29, 2018, the Third Amendment to Senior Secured Revolving Credit Agreement, dated as of June 21, 2018, and the Amendment, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Book Runners, SunTrust Bank as Administrative Agent and ING Capital LLC as Syndication Agent.
The Revolving Credit Facility is guaranteed by OR Lending LLC, a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $960 million (increased from $925 million on May 2, 2019; previously increased on April 2, 2019 from $600 million to $925 million), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.5 billion (increased from $1.25 billion on April 2, 2019) through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $50 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on March 31, 2023 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on April 2, 2024 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility will bear interest at either LIBOR plus 2.00%, or the prime rate plus 1.00%. The Company may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. The Company also pays a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.
SPV Asset Facilities
On December 21, 2017 (the “SPV Asset Facility I Closing Date”), ORCC Financing LLC (“ORCC Financing”), a Delaware limited liability company and subsidiary of the Company, entered into a Loan and Servicing Agreement (as amended, the “SPV Asset Facility I”), with ORCC Financing as Borrower, the Company as Transferor and Servicer, the lenders from time to time parties thereto (the “SPV Lenders”), Morgan Stanley Asset Funding Inc. as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian.
From time to time, the Company sells and contributes certain investments to ORCC Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing. No gain or loss is recognized as a result of the contribution. Proceeds from the SPV Asset Facility I are used to finance the origination and acquisition of eligible assets by ORCC Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to
44
or acquired by ORCC Financing through our ownership of ORCC Financing. The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility I provides for the ability to draw and redraw amounts under the SPV Asset Facility I for a period of up to three years after the SPV Asset Facility I Closing Date (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on December 21, 2022 (the “SPV Asset Facility I Maturity Date”). Prior to the SPV Asset Facility I Maturity Date, proceeds received by ORCC Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Maturity Date, ORCC Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn will bear interest at LIBOR plus a spread of 2.25% until the six-month anniversary of the SPV Asset Facility I Closing Date, increasing to 2.50% thereafter, until the SPV Asset Facility I Commitment Termination Date. After the SPV Asset Facility I Commitment Termination Date, amounts drawn will bear interest at LIBOR plus a spread of 2.75%, increasing to 3.00% on the first anniversary of the SPV Asset Facility I Commitment Termination Date. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there is an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeds 25% of the maximum principal amount of the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC Financing and on any payments received by ORCC Financing in respect of those assets. Assets pledged to the SPV Lenders will not be available to pay the debts of the Company.
On May 22, 2018 (the “SPV Asset Facility II Closing Date”), ORCC Financing II LLC (“ORCC Financing II”), a Delaware limited liability company and subsidiary of the Company, entered into a Credit Agreement (as amended, the “SPV Asset Facility II”), with ORCC Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Cortland Capital Market Services LLC as Document Custodian. On October 10, 2018 (the “SPV Asset Facility II Amendment Date”), the parties to the SPV Asset Facility II and new lenders amended the SPV Asset Facility II to increase the maximum principal amount of the SPV Asset Facility II to $550 million, extend the period of availability of the term and revolving loans under the SPV Asset Facility II and the stated maturity of the SPV Asset Facility II.
From time to time, the Company sells and contributes certain investments to ORCC Financing II pursuant to a sale and contribution agreement by and between the Company and ORCC Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing II through the Company’s ownership of ORCC Financing II. The maximum principal amount of the SPV Asset Facility II increased from $250 million to $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Amendment Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on October 10, 2026 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the Stated Maturity, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread of 2.25% increasing to 2.50% following the six-month anniversary of the SPV Asset Facility II Closing Date. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. From the SPV Asset Facility II Closing Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee ranging from 0.50% to 1.00% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants,
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limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC Financing II and on any payments received by ORCC Financing II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay the debts of the Company.
On December 14, 2018 (the “SPV Asset Facility III Closing Date”), ORCC Financing III LLC (“ORCC Financing III”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto (the “SPV Lenders III”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Cortland Capital Market Services LLC, as Collateral Custodian.
From time to time, the Company expects to sell and contribute certain loan assets to ORCC Financing III pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing III. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCC Financing III, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by ORCC Financing III through our ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III is $500 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
The SPV Asset Facility III provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility III, the SPV Asset Facility III will mature on the date that is two years after the last day of the SPV Asset Facility III Revolving Period (the “SPV Asset Facility III Stated Maturity”). Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, ORCC Financing III must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.
Amounts drawn bear interest at LIBOR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) LIBOR, such LIBOR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). LIBOR may be replaced as a base rate under certain circumstances. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. During the Revolving Period, ORCC Financing III will pay an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility III. During the Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 50% and increasing to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. The SPV Asset Facility III contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of ORCC Financing III and on any payments received by ORCC Financing III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders will not be available to pay the debts of the Company.
On December 21, 2017, the Company entered into a Note Purchase Agreement governing the issuance of $150 million in aggregate principal amount of unsecured notes (the “2023 Notes”) to institutional investors in a private placement. The issuance of $138.5 million of the 2023 Notes occurred on December 21, 2017, and $11.5 million of the 2023 Notes were issued in January 2018. The 2023 Notes have a fixed interest rate of 4.75% and are due on June 21, 2023. Interest on the 2023 Notes will be due semiannually. This interest rate is subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes cease to have an investment grade rating. The Company is obligated to offer to repay the 2023 Notes at par if certain
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change in control events occur. The 2023 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement for the 2023 Notes contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and a RIC under the Code, minimum shareholders equity, minimum asset coverage ratio and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The 2023 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The 2023 Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.
In connection with the offering of the 2023 Notes, on December 21, 2017 the Company entered into a centrally cleared interest rate swap to continue to align the interest rates of its liabilities with its investment portfolio, which consists predominately of floating rate loans. The notional amount of the interest rate swap is $150 million. The Company will receive fixed rate interest semi-annually at 4.75% and pay variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matures on December 21, 2021. For the three months ended March 31, 2019, the Company made periodic payments totaling $1.9 million. Pursuant to ASC 815 Derivatives and Hedging, the interest expense related to the 2023 Notes is offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2019, the interest rate swap had a fair value of $(0.4) million and is included as a component of accrued expenses and other liabilities on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is equally offset by the change in fair value of the 2023 Notes.
2024 Notes
On April 10, 2019, the Company issued $400 million aggregate principal amount of notes that mature on April 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 5.250% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. The Company may redeem some or all of the 2024 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2024 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2024 Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the 2024 Notes), the redemption price for the 2024 Notes will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Subsequent to quarter-end, in connection with the issuance of the 2024 Notes, the Company entered into centrally cleared interest rate swaps to continue to align interest rates of its liabilities with the investment portfolio, which consists of predominantly floating rate loans. The notional amount of the interest rate swaps is $400 million. The Company will receive fixed rate interest at 5.25% and pay variable rate interest based on one-month LIBOR plus 2.937%. The interest rate swaps mature on April 10, 2024. Pursuant to ASC 815 Derivatives and Hedging, the interest expense related to the 2024 Notes is offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations.
The Company used the net proceeds from the issuance of the 2024 Notes to pay down a portion of existing indebtedness under the Subscription Credit Facility.
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Note 7. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. As of March 31, 2019 and December 31, 2018, the Company had the following outstanding commitments to fund investments in current portfolio companies:
Accela, Inc.
2,384
3,284
AmSpec Services Inc.
8,873
12,084
Apptio, Inc.
2,779
Aramsco, Inc.
8,099
7,820
Associations, Inc.
29,781
37,226
11,543
Black Mountain Sand Eagle Ford LLC
40,500
Brigham Minerals, LLC
Carolina Beverage Group (fka Cold Spring Brewing Company)
2,684
Cheese Acquisition, LLC
111,740
16,364
7,155
2,003
ConnectWise, LLC
16,549
Covenant Surgical Partners, Inc.
75,000
Douglas Products and Packaging Company LLC
6,358
9,083
Endries Acquisition, Inc.
52,110
62,550
20,700
20,250
Galls, LLC
10,240
11,444
18,968
31,718
GC Agile Holdings Limited (dba Apex Fund Services)
36,038
6,373
18,019
10,386
Genesis Acquisition Co. (dba Procare Software)
2,637
Gerson Lehrman Group, Inc.
22,114
23,415
Hillstone Environmental Partners, LLC
Hometown Food Company
4,024
4,235
Ideal Tridon Holdings, Inc.
868
1,254
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IQN Holding Corp. (dba Beeline)
15,532
KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)
8,160
7,800
Lightning Midco, LLC (dba Vector Solutions)
17,210
19,348
7,991
13,362
LineStar Integrity Services LLC
25,833
Lytx, Inc.
2,033
Manna Development Group, LLC
3,469
Mavis Tire Express Services Corp.
23,456
MINDBODY, Inc.
6,071
Motus, LLC and Runzheimer International LLC
5,481
NMI Acquisitionco, Inc. (dba Network Merchants)
220
Professional Plumbing Group, Inc.
6,200
QC Supply, LLC
497
RxSense Holdings, LLC
8,094
Swipe Acquisition Corporation (dba PLI)
12,931
TC Holdings, LLC (dba TrialCard)
14,549
24,248
4,613
4,194
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)
6,387
Troon Golf, L.L.C.
14,426
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)
4,239
Ultimate Baked Goods Midco, LLC
4,765
5,082
WU Holdco, Inc. (dba Weiman Products, LLC)
13,920
19,885
Total Unfunded Portfolio Company Commitments
593,889
790,115
The Company maintains sufficient borrowing capacity along with undrawn Capital Commitments to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.
Other Commitments and Contingencies
As of March 31, 2019, the Company had $5.5 billion in total Capital Commitments from investors ($1.6 billion undrawn), of which $112.4 million is from executives of the Adviser ($32.5 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.
As of December 31, 2018, the Company had $5.5 billion in total Capital Commitments from investors ($2.4 billion undrawn), of which $112.4 million is from executives of the Adviser ($47.9 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of the Company’s common stock.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2019, management was not aware of any pending or threatened litigation.
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Note 8. Net Assets
Subscriptions and Drawdowns
In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.
On March 1, 2016, the Company issued 100 common shares for $1,500 to the Adviser.
The Company has entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors.
During the three months March 31, 2019, the Company delivered the following capital call notices to investors:
Capital Drawdown Notice Date
Common Share Issuance Date
Number of Common Shares Issued
Aggregate Offering Price
($ in millions)
March 8, 2019
March 21, 2019
19,267,823
300.0
January 30, 2019
February 12, 2019
29,220,780
450.0
48,488,603
750.0
During the three months ended March 31, 2018, the Company delivered the following capital call notices to investors:
March 5, 2018
March 16, 2018
11,347,030
175.0
The following table reflects the distributions declared on shares of the Company’s common stock during the three months ended March 31, 2019:
Date Declared
Record Date
Payment Date
Distribution per Share
February 27, 2019
May 15, 2019
0.33
The following table reflects the distributions declared on shares of the Company’s common stock during the three months ended March 31, 2018:
March 31, 2018
March 2, 2018
April 30, 2018
Dividend Reinvestment
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
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The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2019:
Shares
November 7, 2018
January 31, 2019
2,613,223
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2018:
November 7, 2017
December 31, 2017
January 31, 2018
1,231,796
Repurchase Offers
During the three months ended March 31, 2019 and 2018, the Company did not make an offer to repurchase issued and outstanding shares.
Note 9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2019 and 2018:
Three Months Ended March 31,
($ in thousands, except per share amounts)
Increase (decrease) in net assets resulting from operations
Weighted average shares of common stock
outstanding—basic and diluted
Earnings per common share-basic and diluted
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Note 10. Financial Highlights
The following are the financial highlights for a common share outstanding during the three months ended March 31, 2019 and 2018:
($ in thousands, except share and per share amounts)
Per share data:
Net asset value, beginning of period
15.03
Net investment income(1)
0.41
0.38
Net realized and unrealized gain (loss)
0.08
0.06
Total from operations
Distributions declared from net investment income(2)
(0.33
Total increase in net assets
0.16
0.11
Net asset value, end of period
15.14
Shares outstanding, end of period
267,306,663
110,538,421
Total Return(3)
Ratios / Supplemental Data(4)
Ratio of total expenses to average net assets(5)
6.8
Ratio of net investment income to average net assets(5)
10.5
Net assets, end of period
Weighted-average shares outstanding
Total capital commitments, end of period
5,471,160
5,471,943
Ratio of total contributed capital to total committed capital, end of period
71.1
29.1
Portfolio turnover rate
8.2
The per share data was derived using the weighted average shares outstanding during the period.
The per share data was derived using actual shares outstanding at the date of the relevant transaction.
Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share.
Does not include expenses of investment companies in which the Company invests.
The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).
Note 11. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. Other than those previously disclosed, there have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, these consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Capital Corporation and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year December 31, 2018 and in “ITEM 1A. RISK FACTORS.” This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Overview
Owl Rock Capital Corporation (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on October 15, 2015. We were formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.
We are managed by Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”). The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Subject to the overall supervision of our board of directors (the “Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals. The Board consists of seven directors, four of whom are independent.
From March 3, 2016 (the “Initial Closing”) through March 2, 2018, we conducted private offerings (each, a “Private Offering”) of our common stock to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of each Private Offering, each investor made a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. As of March 31, 2019, we had $5.5 billion in total Capital Commitments from investors and have drawn $3.9 billion. If we have not consummated a listing of our common stock on a national securities exchange (an "Exchange Listing") by March 3, 2021, the five-year anniversary of the Initial Closing, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940 (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner.
Placement activities were conducted by our officers and the Adviser. In addition, we entered into agreements with placement agents or broker-dealers to solicit investor Capital Commitments. Fees paid pursuant to these agreements are paid by our Adviser.
The Adviser also serves as investment adviser to Owl Rock Capital Corporation II. Owl Rock Capital Corporation II is a corporation formed under the laws of the State of Maryland that, like us, has elected to be treated as a business development company (“BDC”) under the 1940 Act. Owl Rock Capital Corporation II’s investment objective is similar to ours, which is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. As of March 31, 2019, Owl Rock Capital Corporation II had raised gross proceeds of approximately $576.5 million, including seed capital contributed by the Adviser in September 2016 and approximately $10.0 million in gross proceeds raised from certain individuals and entities affiliated with the Adviser.
The Adviser is under common control with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Capital Private Fund Advisors LLC (“ORCPFA”), which also are investment advisers and subsidiaries of Owl Rock Capital Partners. The Adviser, ORTA, ORCPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.”
We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We, our Adviser and certain affiliates have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates, including Owl Rock Capital Corporation II and Owl Rock Technology Finance Corp., in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our
shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, and (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing. Owl Rock’s investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.
On April 27, 2016, we formed a wholly-owned subsidiary, OR Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending LLC loans to borrowers headquartered in California. For time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.
We have elected to be regulated as a BDC under the 1940 Act and as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:
the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;
source of income limitations;
asset diversification requirements; and
the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.
Our Investment Framework
We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through March 31, 2019, our Adviser and its affiliates have originated $12.7 billion aggregate principal amount of investments, of which $11.4 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to generate current income primarily in U.S. middle market companies through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, investments in equity-related securities including warrants, preferred stock and similar forms of senior equity.
We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself.
We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities. In addition, we may invest a portion of our portfolio in opportunistic investments, which will not be our primary focus, but will be intended to enhance returns to our Shareholders. These investments may include high-yield bonds and broadly-syndicated loans. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.
Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
As of March 31, 2019, our average debt investment size in each of our portfolio companies was approximately $84.1 million based on fair value. As of March 31, 2019, our portfolio companies, excluding the investment in Sebago Lake and certain investments that fall outside of our typical borrower profile and represent 98.8%% of our total portfolio based on fair value, had weighted average annual revenue of $455 million and weighted average annual EBITDA of $80 million.
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The companies in which we invest use our capital to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.
Key Components of Our Results of Operations
We focus primarily on the direct origination of loans to middle market companies domiciled in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of March 31, 2019, 99.6% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.
Our investment portfolio consists primarily of floating rate loans, and our credit facilities bear interest at floating rates. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”) may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. GAAP as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.
Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity also reflects the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the consolidated statement of operations.
Our primary operating expenses include the payment of the management fee and, in the event of the future quotation or listing of our securities on a national securities exchange, the incentive fee, and expenses reimbursable under the Administration Agreement and Investment Advisory Agreement. The management fee and incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of
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overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other expenses of its operations and transactions including, without limitation, those relating to:
the cost of our organization and offerings;
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting any sales and repurchases of our common stock and other securities;
fees and expenses payable under any dealer manager agreements, if any;
debt service and other costs of borrowings or other financing arrangements;
costs of hedging;
expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
transfer agent and custodial fees;
fees and expenses associated with marketing efforts;
federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
federal, state and local taxes;
independent directors’ fees and expenses including certain travel expenses;
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing;
the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs), the costs of any shareholder or director meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
commissions and other compensation payable to brokers or dealers;
research and market data;
fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;
direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits, outside legal and consulting costs;
costs of winding up;
costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
extraordinary expenses (such as litigation or indemnification); and
costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.
We expect, but cannot assure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.
Leverage
The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. Generally, our total borrowings are limited so that we cannot incur additional borrowings, including through the issuance of additional debt securities, if such additional indebtedness would cause our asset coverage ratio to fall below 200%, as defined in the 1940 Act; however, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. The reduced asset coverage requirement would permit a BDC to double the amount of
leverage it could incur. We are permitted to increase our leverage capacity if shareholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If we receive such shareholder approval, we would be permitted to increase our leverage capacity on the first day after such approval. Alternatively, we may increase the maximum amount of leverage we may incur to an asset coverage ratio of 150% if the required majority (as defined in Section 57(o) of the 1940 Act) of the independent
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members of our Board approves such increase with such approval becoming effective after one year. In either case, we would be required to extend to our shareholders, as of the date of such approval, the opportunity to sell the shares of common stock that they hold and we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. For shareholders accepting such an offer, the Company would be required to repurchase 25% of such shareholders’ eligible shares in each of the four calendar quarters following the calendar quarter in which the approval occurs. In addition, before incurring any such additional leverage, we would have to renegotiate or receive a waiver from the contractual leverage limitations under our existing credit facilities and notes.
In any period, our interest expense will depend largely on the extent of our borrowing, and we expect interest expense will increase as we increase our debt outstanding. In addition, we may dedicate assets to financing facilities.
Market Trends
We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted returns based on a combination of the following factors:
Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural changes in the market have reduced the amount of capital available to U.S. middle-market companies. In particular, we believe there are currently fewer providers of capital to middle market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.
Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. While underwritten bond and syndicated loan markets have been robust in recent years, middle market companies are less able to access these markets for reasons including the following:
High Yield Market – Middle market companies generally are not issuing debt in an amount large enough to be an attractively sized bond. High yield bonds are generally purchased by institutional investors who, among other things, are focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Because there is typically little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to U.S. middle market companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.
Syndicated Loan Market – While the syndicated loan market is modestly more accommodating to middle market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. Loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis.
Robust Demand for Debt Capital. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, we believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $1.26 trillion as of March 2019, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.
The Middle Market is a Large Addressable Market. According to GE Capital’s National Center for the Middle Market 4th quarter 2018 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 47.9 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies.
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Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses.
Conservative Capital Structures. Following the credit crisis, which we define broadly as occurring between mid-2007 and mid-2009, lenders have generally required borrowers to maintain more equity as a percentage of their total capitalization, specifically to protect lenders during economic downturns. With more conservative capital structures, U.S. middle market companies have exhibited higher levels of cash flows available to service their debt. In addition, U.S. middle market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.
Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities. We believe that opportunities in senior secured loans are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. Given the current low interest rate environment, we believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.
Portfolio and Investment Activity
As of March 31, 2019, based on fair value, our portfolio consisted of 81.7% first lien senior secured debt investments, 16.5% second lien senior secured debt investments, 0.4% unsecured debt investments, 1.2% investment funds and vehicles, and 0.2% equity investments.
As of March 31, 2019, our weighted average total yield of the portfolio at fair value and amortized cost was 9.4% and 9.4%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 9.4% and 9.4%, respectively.
As of March 31, 2019 we had investments in 81 portfolio companies with an aggregate fair value of $6.8 billion.
Our investment activity for the three months ended March 31, 2019 and 2018 is presented below (information presented herein is at par value unless otherwise indicated).
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New investment commitments
Gross originations
926,939
1,112,532
Less: Sell downs
(14,875
(170,259
Total new investment commitments
912,064
942,273
Principal amount of investments funded:
814,764
504,674
10,500
288,010
8,793
Total principal amount of investments funded
827,764
801,477
Principal amount of investments sold or repaid:
(20,000
(95,128
Total principal amount of investments sold or repaid
(152,128
Number of new investment commitments in new portfolio companies(1)
Average new investment commitment amount
109,447
86,819
Weighted average term for new investment commitments (in years)
Percentage of new debt investment commitments at
floating rates
fixed rates
0.0
Weighted average interest rate of new investment
commitments(2)
8.3
9.1
Weighted average spread over LIBOR of new floating rate investment commitments
Number of new investment commitments represents commitments to a particular portfolio company.
Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 2.60% and 2.31% as of March 31, 2019 and 2018, respectively.
As of March 31, 2019 and December 31, 2018, our investments consisted of the following:
Includes investment in Sebago Lake.
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The table below describes investments by industry composition based on fair value as of March 31, 2019 and December 31, 2018:
The table below describes investments by geographic composition based on fair value as of March 31, 2019 and December 31, 2018:
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The weighted average yields and interest rates of our investments at fair value as of March 31, 2019 and December 31, 2018 were as follows:
Weighted average total yield of portfolio
Weighted average total yield of debt and income producing
securities
Weighted average interest rate of debt securities
9.0
Weighted average spread over LIBOR of all floating rate
investments
6.1
6.3
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment Rating
Description
Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
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Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our portfolio on the 1 to 5 rating scale as of March 31, 2019 and December 31, 2018:
at Fair Value
Percentage of
Total Portfolio
759,138
11.1
748,877
5,658,352
82.8
4,665,758
80.7
414,222
369,434
6.4
The following table shows the amortized cost of our performing and non-accrual debt investments as of March 31, 2019 and December 31, 2018:
Percentage
Performing
Non-accrual
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Sebago Lake, a Delaware limited liability company, was formed as a joint venture between us and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. Sebago Lake’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Both we and Regents (the “Members”) have a 50% economic ownership in Sebago Lake. Except under certain circumstances, contributions to Sebago Lake cannot be redeemed. Each of the Members initially agreed to contribute up to $100 million to Sebago Lake. On July 26, 2018, each of the Members increased their contribution to Sebago Lake up to an aggregate of $125 million. As of March 31, 2019, each Member has funded $93.6 million of their respective $125 million commitments. Sebago Lake is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members.
We have determined that Sebago Lake is an investment company under Accounting Standards Codification (“ASC”) 946, however, in accordance with such guidance, we will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, we do not consolidate our non-controlling interest in Sebago Lake.
During 2018, we acquired one investment from Sebago Lake at fair market value. The transaction generated a realized gain of $0.1 million for Sebago Lake. During 2017, we sold our investment in three portfolio companies at fair market value to Sebago Lake generating a realized gain of $0.5 million.
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As of March 31, 2019 and December 31, 2018, Sebago Lake had total investments in senior secured debt at fair value of $481.0 million and $531.5 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in our Board’s valuation process. The following table is a summary of Sebago Lake’s portfolio as well as a listing of the portfolio investments in Sebago Lake’s portfolio as of March 31, 2019 and December 31, 2018:
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64
65
66
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On August 9, 2017, Sebago Lake Financing LLC and SL Lending LLC, wholly-owned subsidiaries of Sebago Lake, entered into a credit facility with Goldman Sachs Bank USA. Goldman Sachs Bank USA serves as the sole lead arranger, syndication agent and administrative agent, and State Street Bank and Trust Company serves as the collateral administrator and agent. The credit facility includes a maximum borrowing capacity of $400 million. As of March 31, 2019, there was $320.0 million outstanding under the credit facility. For the three months ended March 31, 2019 and 2018, the components of interest expense were as follows:
For the Three Months
Ended March 31,
4,226
2,299
407
325
348,412
238,542
If the loan origination and structuring fees earned by Sebago Lake during a fiscal period exceed Sebago Lake’s expenses and other obligations (excluding financing costs), such excess is allocated to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by Sebago Lake with respect to the loans originated by such Member; provided, that in no event will the amount allocated to a Member exceed 1% of the par value of the loans originated by such Member in any fiscal year. The loan origination and structuring fee is accrued quarterly and included in other income from controlled, affiliated investments on our Consolidated Statements of Operations and paid annually. On February 27, 2019, the Members agreed to amend the terms of Sebago Lake’s operating agreement to eliminate the allocation of excess loan origination and structuring fees to the Members. As such, for the three months ended March 31, 2019, we accrued no income based on loan origination and structuring fees. As of March 31, 2018, we accrued and received income based on loan origination and structuring fees of $1.2 million.
Results of Operations
The following table represents the operating results for the three months ended March 31, 2019 and 2018:
151.5
65.4
Less: Expenses
53.8
97.7
38.7
Less: Income taxes, including excise taxes
96.0
38.6
18.5
114.5
44.3
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.
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Investment income for the three months ended March 31, 2019 and 2018 were as follows:
Interest income from investments
146.5
61.3
Total investment income
For the three months ended March 31, 2019 and 2018
Investment income increased to $151.5 million for the three months ended March 31, 2019 from $65.4 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our investment portfolio. Our investment portfolio, at par, increased from $3.1 billion as of March 31, 2018, to $7.0 billion as of March 31, 2019. In addition to the growth in the portfolio, the incremental increase in investment income was due to an increase in dividend income earned from our investment in Sebago Lake of $1.4 million year-over-year. Other income decreased in totality due to an increase in incremental fee income of $0.7 million period over period offset by $1.2 million of Sebago Lake fee income received for the three months ended March 31, 2018 that is no longer received subsequent to December 31, 2018.
Expenses for the three months ended March 31, 2019 and 2018 were as follows:
34.7
15.2
12.0
Total expenses
Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.
Total expenses increased to $53.8 million for the three months ended March 31, 2019 from $26.7 million for the same period in the prior year primarily due to an increase in management fees and interest expense. The increase in interest expense of $22.6 million is driven by both an increase in average daily borrowings to $2.8 billion from $1.1 billion period over period, and an increase in the average interest rate to 4.7% from 3.6% period over period. The increase in management fees of $3.2 million is primarily due to an increase in gross assets and partially offset by a decrease in unfunded commitments.
Income Taxes, Including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three months ended March 31, 2019 and 2018 we recorded expenses of $1.7 million and $0.1 million for U.S. federal excise tax, respectively.
Net Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2019 and 2018, net unrealized gains (losses) on our investment portfolio were comprised of the following:
Net unrealized gain (loss) on investments
For the three months ended March 31, 2019, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2018. As of March 31, 2019 the fair value of our debt investments as a percentage of principal was 98.2% as compared to 97.9% as of December 31, 2018.
For the three months ended March 31, 2018, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2017. As of March 31, 2018 the fair value of our debt investments as a percentage of principal was 98.93% as compared to 98.88% as of December 31, 2017.
Net Realized Gains (Losses) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies during the three months ended March 31, 2019 and 2018 were comprised of the following:
Net realized gain (loss) on investments
Net realized gain (loss) on foreign currency transactions
Realized Gross Internal Rate of Return
Since we began investing in 2016 through March 31, 2019, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 11.3% (based on total capital invested of $1.2 billion and total proceeds from these exited investments of $1.3 billion). Over eighty percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 10% or greater.
IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.
Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
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Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed Capital Commitments, cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities and other debt. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.
We may from time to time enter into additional debt facilities, increase the size of our existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% (or 150% if certain conditions are met). As of March 31, 2019 and December 31, 2018, our asset coverage ratio was 245% and 225%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 200% (or 150% if certain conditions are met) asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash and restricted cash as of March 31, 2019, taken together with our uncalled Capital Commitments of $1.6 billion, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2019, we had $290.7 million available under our credit facilities.
As of March 31, 2019, we had $98.8 million in cash and restricted cash. During the three months ended March 31, 2019, we used $0.9 billion in cash for operating activities, primarily as a result of funding portfolio investments of $1.1 billion, partially offset by sell downs of $0.1 billion and other operating activity of $0.1 billion. Lastly, cash provided by financing activities was $0.9 billion during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $0.2 billion and proceeds from the issuance of shares, net of offering costs and distributions paid, of $0.7 billion.
Equity
In connection with our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.
On March 1, 2016, we issued 100 common shares for $1,500 to the Adviser.
We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors.
During the three months ended March 31, 2019, we delivered the following capital call notices to our investors:
During the three months ended March 31, 2018, we delivered the following capital call notices to our investors:
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The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2019:
The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2018:
With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
During the three months ended March 31, 2019 and 2018, we did not make an offer to repurchase issued and outstanding shares.
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Debt
Aggregate Borrowings
The carrying value of the Company’s Subscription Credit Facility, Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III and the 2023 Notes are presented net of deferred financing costs of $0.7 million, $4.1 million, $3.4 million, $6.2 million, $4.6 million and $1.7 million, respectively.
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Credit Facilities
Our credit facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
On August 1, 2016, we entered into a subscription credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (the “Subscription Credit Facility Administrative Agent”) and letter of credit issuer, and Wells Fargo, State Street Bank and Trust Company and the banks and financial institutions from time to time party thereto, as lenders.
Initially the Subscription Credit Facility permitted us to borrow up to $250 million, subject to availability under the borrowing base which is calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements. Through a series of amendments, we increased the size of the Subscription Credit Facility to a total of $900 million.
Borrowings under the Subscription Credit Facility bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.60% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.60%, (B) the federal funds rate plus 1.10%, and (C) one-month LIBOR plus 1.60%. Loans may be converted from one rate to another at any time at our election, subject to certain conditions. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. We also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
The Subscription Credit Facility will mature upon the earliest of (i) the date three (3) years from August 1, 2016; (ii) the date upon which the Subscription Credit Facility Administrative Agent declares the obligations under the Subscription Credit Facility due and payable after the occurrence of an event of default; (iii) forty-five (45) days prior to the scheduled termination of the commitment period under our Subscription Agreements (as defined below); (iv) forty-five (45) days prior to the date of any listing of our common stock on a national securities exchange; (v) the termination of the commitment period under our Subscription Agreements (if earlier than the scheduled date); and (vi) the date we terminate the commitments pursuant to the Subscription Credit Facility. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
The Subscription Credit Facility is secured by a perfected first priority security interest in our right, title, and interest in and to the capital commitments of our private investors. including our right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.
Transfers of interests in the Company by investors must comply with certain sections of the Subscription Credit Facility and we shall notify the Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.
On February 1, 2017, we entered into a senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Book Runners, SunTrust Bank as Administrative Agent and ING Capital LLC as Syndication Agent.
The Revolving Credit Facility is guaranteed by OR Lending LLC, our subsidiary, and will be guaranteed by certain domestic subsidiaries of us that are formed or acquired by us in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $960 million (increased from $925 million on May 2, 2019; previously increased on April 2, 2019 from $600 million to $925 million), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.5 billion (increased from $1.25 billion on April 2, 2019) through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $50 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on March 31, 2023 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on April 2, 2024 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
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We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility will bear interest at either LIBOR plus 2.00%, or the prime rate plus 1.00%. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. We will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
In addition to customary covenants, the Revolving Credit Facility includes certain financial covenants related to asset coverage and liquidity and other maintenance covenants.
Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary.
The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts.
The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
On December 21, 2017, ORCC Financing LLC (“ORCC Financing”), a Delaware limited liability company and our subsidiary, entered into a Loan and Servicing Agreement (as amended, the “SPV Asset Facility I”), with ORCC Financing as Borrower, us as Transferor and Servicer, the lenders from time to time parties thereto, Morgan Stanley Asset Funding Inc. as administrative agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian.
The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.
The SPV Asset Facility I provides for the ability to draw and redraw amounts under the SPV Asset Facility I for a period of up to three years after December 21, 2017 (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on December 21, 2022. Prior to December 21, 2022, proceeds received by ORCC Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On December 21, 2022, ORCC Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.
Amounts drawn will bear interest at LIBOR plus a spread of 2.50% until the SPV Asset Facility I Commitment Termination Date. After the SPV Asset Facility I Commitment Termination Date, amounts drawn will bear interest at LIBOR plus a spread of 2.75%, increasing to 3.00% on the first anniversary of the SPV Asset Facility I Commitment Termination Date. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there is an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeds 25% of the maximum principal amount of the SPV Asset Facility I. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
On May 22, 2018, our subsidiary, ORCC Financing II LLC (“ORCC Financing II”), a Delaware limited liability company and our subsidiary, entered into a Credit Agreement (as amended, the “SPV Asset Facility II”), with ORCC Financing II, as Borrower, the lenders from time to time parties thereto, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Cortland Capital Market Services LLC as Document Custodian. The maximum principal amount of the SPV Asset Facility II increased from $250 million to $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after October 10, 2018 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless
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otherwise terminated, the SPV Asset Facility II will mature on October 10, 2026. Prior to October 10, 2026, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On October 10, 2026, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.
Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread ranging from 2.00% to 2.50%. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. From May 22, 2018 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee ranging from 0.50% to 1.00% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
On December 14, 2018, ORCC Financing III LLC (“ORCC Financing III”), a Delaware limited liability company and our subsidiary, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, ourselves, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Cortland Capital Market Services LLC, as Collateral Custodian.
The maximum principal amount of the SPV Asset Facility III is $500 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
The SPV Asset Facility III provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III for a period of up to three years after December 14, 2018 unless such period is extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility III, the SPV Asset Facility III will mature on the date that is two years after the last day of the SPV Asset Facility III Revolving Period (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, ORCC Financing III must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.
Amounts drawn bear interest at LIBOR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) LIBOR, such LIBOR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). LIBOR may be replaced as a base rate under certain circumstances. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. During the Revolving Period, ORCC Financing III will pay an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility III. During the Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 50% and increasing to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt. “Unsecured Notes.”.
On December 21, 2017, we entered into a Note Purchase Agreement governing the issuance of $150 million in aggregate principal amount of unsecured notes (the “2023 Notes”) to institutional investors in a private placement. The 2023 Notes have a fixed interest rate of 4.75% and are due on June 21, 2023. Interest on the 2023 Notes will be due semiannually. This interest rate is subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes cease to have an investment grade rating. We are obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes are general unsecured obligations of us that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Note Purchase Agreement for the 2023 Notes contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act and a RIC under the Code, minimum shareholders equity, minimum asset coverage ratio and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant,
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cross-default under other indebtedness of us or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
In connection with the offering of the 2023 Notes, on December 21, 2017 we entered into a centrally cleared interest rate swap to continue to align the interest rates of our liabilities with our investment portfolio, which consists predominately of floating rate loans. The notional amount of the interest rate swap is $150 million. We will receive fixed rate interest semi-annually at 4.75% and pay variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matures on December 21, 2021. For the three months ended March 31, 2019, we made periodic payments of $1.9 million. Pursuant to ASC 815 Derivatives and Hedging, the interest expense related to the 2023 Notes is offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense in our Consolidated Statements of Operations. As of March 31, 2019, the interest rate swap had a fair value of $(0.4) million and is included as a component of accrued expenses and other liabilities on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is equally offset by the change in fair value of the 2023 Notes. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
On April 10, 2019, we issued $400 million aggregate principal amount of notes that mature on April 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 5.250% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. We may redeem some or all of the 2024 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2024 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2024 Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the 2024 Notes), the redemption price for the 2024 Notes will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Subsequent to quarter-end, in connection with the issuance of the 2024 Notes, we entered into centrally cleared interest rate swaps to continue to align interest rates of our liabilities with the investment portfolio, which consists of predominantly floating rate loans. The notional amount of the interest rate swaps is $400 million. We will receive fixed rate interest at 5.25% and pay variable rate interest based on one-month LIBOR plus 2.937%. The interest rate swaps mature on April 10, 2024. Pursuant to ASC 815 Derivatives and Hedging, the interest expense related to the 2024 Notes is offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations.
We used the net proceeds from the issuance of the 2024 Notes to pay down a portion of our existing indebtedness under the Subscription Credit Facility.
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Off-Balance Sheet Arrangements
From time to time, we may enter into commitments to fund investments. As of March 31, 2019 and December 31, 2018, we had the following outstanding commitments to fund investments in current portfolio companies:
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We maintain sufficient borrowing capacity along with undrawn Capital Commitments to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 200% asset coverage limitation along with undrawn Capital commitments from our investors to cover any outstanding portfolio company unfunded commitments we are required to fund.
As of March 31, 2019, we had $5.5 billion in total Capital Commitments from investors ($1.6 billion undrawn), of which $112.4 million is from executives of our Adviser ($32.5 million undrawn).
As of December 31, 2018, we had $5.5 billion in total Capital Commitments from investors ($2.4 billion undrawn), of which $112.4 million is from executives of the Adviser ($47.9 million undrawn).
These undrawn Capital Commitments will no longer remain in effect following the completion of an initial public offering of our common stock.
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Contractual Obligations
A summary of our contractual payment obligations under our credit facilities as of March 31, 2019, is as follows:
Payments Due by Period
Less than 1 year
1-3 years
3-5 years
After 5 years
701.0
489.9
400.0
550.0
500.0
150.0
Total Contractual Obligations
2,790.9
1,539.9
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement;
the Administration Agreement; and
the License Agreement.
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates, including Owl Rock Capital Corporation II and Owl Rock Technology Finance Corp., in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.
We invest together with Regents through Sebago Lake, a controlled affiliated investment as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 4. Investments – Sebago Lake LLC” for further details.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in “ITEM 1A. RISK FACTORS.”
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which
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similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.
We conduct this valuation process on a quarterly basis.
We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, we evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
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We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under Subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distributions for tax purposes equal to at least 90 percent of the sum of our:
investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:
98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
100% of any income or gains recognized, but not distributed, in preceding years.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2016 and intend to continue to qualify as a RIC. So long as we maintain our tax
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treatment as a RIC, we generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.
We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2018. The 2015 through 2017 tax years remain subject to examination by U.S. federal, state and local tax authorities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of March 31, 2019, 99.6% of our debt investments based on fair value in our portfolio were at floating rates.
Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2019, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month LIBOR and there are no changes in our investment and borrowing structure:
Interest Income
Interest Expense
Net Income
Up 300 basis points
204.9
83.7
121.2
Up 200 basis points
136.6
55.8
80.8
Up 100 basis points
68.3
27.9
40.4
Down 100 basis points
(68.3
(27.9
(40.4
Down 200 basis points
(111.9
(55.8
(56.1
Down 300 basis points
(117.0
(80.9
(36.1
We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Item 4. Controls and Procedures.
(a)
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b)
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC.
On January 31, 2019, pursuant to our dividend reinvestment plan, we issued 2,613,223 shares of our common stock, at a price of $15.10 per share, to stockholders of record as of December 31, 2018 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
Exhibit
Number
Description of Exhibits
Articles of Amendment and Restatement, dated March 1, 2016 (incorporated by reference to the Company’s Registration Statement on Form 10, filed on April 11, 2016).
Bylaws, dated January 11, 2016 (incorporated by reference to the Company’s Registration Statement on Form 10, filed on April 11, 2016).
4.1*
Indenture, dated April 10, 2019, between Owl Rock Capital Corporation and Wells Fargo Bank, National Association, as trustee.
4.2*
First Supplemental Indenture, dated April 10, 2019, between Owl Rock Capital Corporation and Wells Fargo Bank, National Association, as trustee, including the form of global note attached thereto.
10.1
Third Amendment to Revolving Credit Agreement, dated February 1,2019, between the Company, Wells Fargo, National Association and other lenders party thereto (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 27, 2019).
First Amendment to Amended and Restated Limited Liability Operating Company Agreement, dated as of February 27, 2019, between the Company and Regents of the University of California (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 27, 2019).
Amended and Restated Investment Advisory Agreement, dated February 27, 2019, between the Company and the Adviser (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 27, 2019).
10.4
Waiver Agreement, dated February 27, 2019, between the Company and the Adviser (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 27, 2019).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Filed herein
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 8, 2019
By:
/s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer
/s/ Alan Kirshenbaum
Alan Kirshenbaum
Chief Operating Officer and Chief Financial Officer