Main Street Capital CORP - Quarter Report: 2022 March (Form 10-Q)
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, 2022 | |
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: 001-33723
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland | 41-2230745 |
1300 Post Oak Boulevard, 8th Floor | 77056 |
(713) 350-6000
(Registrant’s telephone number including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which |
Common Stock, par value $0.01 per share | | MAIN | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company ◻ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧
The number of shares outstanding of the issuer’s common stock as of May 5, 2022 was 72,979,061.
| PART I | |
| FINANCIAL INFORMATION | |
| ||
| Consolidated Balance Sheets—March 31, 2022 (unaudited) and December 31, 2021 | 1 |
| Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2022 and 2021 | 2 |
| 3 | |
| Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2022 and 2021 | 4 |
| Consolidated Schedule of Investments (unaudited)—March 31, 2022 | 5 |
| 26 | |
| 48 | |
| 84 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 93 | |
111 | ||
111 | ||
| PART II | |
| OTHER INFORMATION | |
111 | ||
111 | ||
112 | ||
113 | ||
| 114 |
MAIN STREET CAPITAL CORPORATION
(in thousands, except shares and per share amounts)
| | March 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
| | (Unaudited) | | | | |
ASSETS |
| |
|
| |
|
Investments at fair value: |
| |
|
| |
|
Control investments (cost: $1,099,019 and $1,107,597 as of March 31, 2022 and December 31, 2021, respectively) | | $ | 1,486,663 | | $ | 1,489,257 |
Affiliate investments (cost: $583,428 and $578,539 as of March 31, 2022 and December 31, 2021, respectively) | |
| 559,439 | |
| 549,214 |
Non‑Control/Non‑Affiliate investments (cost: $1,690,120 and $1,573,110 as of March 31, 2022 and December 31, 2021, respectively) | |
| 1,644,636 | |
| 1,523,360 |
Total investments (cost: $3,372,567 and $3,259,246 as of March 31, 2022 and December 31, 2021, respectively) | |
| 3,690,738 | |
| 3,561,831 |
Cash and cash equivalents | |
| 17,952 | |
| 32,629 |
Interest receivable and other assets | |
| 68,320 | |
| 56,488 |
Receivable for securities sold | |
| — | |
| 35,125 |
Deferred financing costs (net of accumulated amortization of $9,705 and $9,462 as of March 31, 2022 and December 31, 2021, respectively) | |
| 3,973 | |
| 4,217 |
Total assets | | $ | 3,780,983 | | $ | 3,690,290 |
LIABILITIES | |
| | |
| |
Credit facility | | $ | 338,000 | | $ | 320,000 |
3.00% Notes due 2026 (par: $500,000 as of both March 31, 2022 and December 31, 2021) | |
| 497,741 | |
| 497,609 |
5.20% Notes due 2024 (par: $450,000 as of both March 31, 2022 and December 31, 2021) | |
| 451,136 | |
| 451,272 |
SBIC debentures (par: $350,000 as of both March 31, 2022 and December 31, 2021) | |
| 343,027 | |
| 342,731 |
4.50% Notes due 2022 (par: $185,000 as of both March 31, 2022 and December 31, 2021) | |
| 184,595 | |
| 184,444 |
Accounts payable and other liabilities | |
| 26,655 | |
| 40,469 |
Payable for securities purchased | |
| — | |
| 5,111 |
Interest payable | |
| 17,145 | |
| 14,926 |
Dividend payable | |
| 15,519 | |
| 15,159 |
Deferred tax liability, net | |
| 33,511 | |
| 29,723 |
Total liabilities | |
| 1,907,329 | |
| 1,901,444 |
Commitments and contingencies (Note K) | |
| | |
| |
NET ASSETS | |
| | |
| |
Common stock, $0.01 par value per share (150,000,000 shares authorized; 72,252,180 and 70,700,885 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively) | |
| 723 | |
| 707 |
Additional paid‑in capital | |
| 1,807,739 | |
| 1,736,346 |
Total undistributed earnings | |
| 65,192 | |
| 51,793 |
Total net assets | |
| 1,873,654 | |
| 1,788,846 |
Total liabilities and net assets | | $ | 3,780,983 | | $ | 3,690,290 |
NET ASSET VALUE PER SHARE | | $ | 25.89 | | $ | 25.29 |
The accompanying notes are an integral part of these consolidated financial statements
1
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
(Unaudited)
| | Three Months Ended | | ||||
|
| March 31, |
| ||||
|
| 2022 |
| 2021 | | ||
INVESTMENT INCOME: |
| |
|
| |
|
|
Interest, fee and dividend income: |
| |
|
| |
|
|
Control investments | | $ | 32,577 | | $ | 24,025 | |
Affiliate investments | |
| 13,917 | |
| 11,505 | |
Non‑Control/Non‑Affiliate investments | |
| 32,901 | |
| 27,277 | |
Total investment income | |
| 79,395 | |
| 62,807 | |
EXPENSES: | |
| | |
| | |
Interest | |
| (16,687) | |
| (13,804) | |
Compensation | |
| (7,269) | |
| (6,318) | |
General and administrative | |
| (3,226) | |
| (2,975) | |
Share‑based compensation | |
| (2,818) | |
| (2,333) | |
Expenses allocated to the External Investment Manager | |
| 2,817 | |
| 2,380 | |
Total expenses | |
| (27,183) | |
| (23,050) | |
NET INVESTMENT INCOME | |
| 52,212 | |
| 39,757 | |
NET REALIZED GAIN (LOSS): | |
| | |
| | |
Control investments | |
| - | |
| (10,925) | |
Affiliate investments | |
| 692 | |
| (4,803) | |
Non‑Control/Non‑Affiliate investments | |
| 2,644 | |
| (2) | |
Total net realized gain (loss) | |
| 3,336 | |
| (15,730) | |
NET UNREALIZED APPRECIATION (DEPRECIATION): | |
| | |
| | |
Control investments | |
| 8,279 | |
| 14,261 | |
Affiliate investments | |
| 3,041 | |
| 6,417 | |
Non‑Control/Non‑Affiliate investments | |
| 3,432 | |
| 13,323 | |
Total net unrealized appreciation (depreciation) | |
| 14,752 | |
| 34,001 | |
INCOME TAXES: | |
| | |
| | |
Federal and state income, excise and other taxes | |
| (1,309) | |
| (634) | |
Deferred taxes | |
| (3,788) | |
| (48) | |
Income tax benefit (provision) | |
| (5,097) | |
| (682) | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 65,203 | | $ | 57,346 | |
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED | | $ | 0.73 | | $ | 0.58 | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED | | $ | 0.91 | | $ | 0.84 | |
WEIGHTED AVERAGE SHARES | |
| 71,708,326 | |
| 68,126,576 | |
The accompanying notes are an integral part of these consolidated financial statements
2
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(Unaudited)
| | | | | | | | | | Total | | | | |
| | Common Stock | | Additional | | Undistributed | | | | |||||
| | Number of | | Par | | Paid‑In | | (Overdistributed) | | Total Net | ||||
|
| Shares |
| Value |
| Capital |
| Earnings |
| Asset Value | ||||
Balances at December 31, 2020 |
| 67,762,032 | | $ | 677 | | $ | 1,615,940 | | $ | (101,850) | | $ | 1,514,767 |
Public offering of common stock, net of offering costs | | 117,388 | |
| 2 | |
| 3,626 | |
| — | |
| 3,628 |
Share‑based compensation | | — | |
| — | |
| 2,333 | |
| — | |
| 2,333 |
Purchase of vested stock for employee payroll tax withholding | | (180) | |
| — | |
| (7) | |
| — | |
| (7) |
Dividend reinvestment | | 106,651 | |
| 1 | |
| 3,698 | |
| — | |
| 3,699 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 195 | |
| — | |
| 195 |
Issuance of restricted stock | | 15,007 | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 96 | |
| (41,893) | |
| (41,797) |
Net increase (decrease) resulting from operations | | — | |
| — | |
| — | |
| 57,346 | |
| 57,346 |
Balances at March 31, 2021 | | 68,000,898 | | $ | 680 | | $ | 1,625,881 | | $ | (86,397) | | $ | 1,540,164 |
| | | | | | | | | | | | | | |
Balances at December 31, 2021 | | 70,737,021 | | $ | 707 | | $ | 1,736,346 | | $ | 51,793 | | $ | 1,788,846 |
Public offering of common stock, net of offering costs | | 1,502,430 | |
| 15 | |
| 63,507 | |
| — | |
| 63,522 |
Share‑based compensation | | — | |
| — | |
| 2,818 | |
| — | |
| 2,818 |
Dividend reinvestment | | 114,043 | |
| 1 | |
| 4,812 | |
| — | |
| 4,813 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 147 | |
| — | |
| 147 |
Issuance of restricted stock, net of forfeited shares | | 16,913 | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 109 | |
| (51,804) | |
| (51,695) |
Net increase (decrease) resulting from operations | | — | |
| — | |
| — | |
| 65,203 | |
| 65,203 |
Balances at March 31, 2022 | | 72,370,407 | | $ | 723 | | $ | 1,807,739 | | $ | 65,192 | | $ | 1,873,654 |
The accompanying notes are an integral part of these consolidated financial statements
3
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| | Three Months Ended | ||||
|
| March 31, | ||||
| | 2022 |
| 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 65,203 | | $ | 57,346 |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | | |
Investments in portfolio companies | | | (315,369) | | | (208,186) |
Proceeds from sales and repayments of debt investments in portfolio companies | | | 218,781 | | | 121,027 |
Proceeds from sales and return of capital of equity investments in portfolio companies | | | 19,963 | | | 13,920 |
Net unrealized (appreciation) depreciation | | | (14,752) | | | (34,001) |
Net realized (gain) loss | | | (3,336) | | | 15,730 |
Accretion of unearned income | | | (2,834) | | | (2,468) |
Payment-in-kind interest | | | (937) | | | (2,389) |
Cumulative dividends | | | (887) | | | (425) |
Share-based compensation expense | | | 2,818 | | | 2,333 |
Amortization of deferred financing costs | | | 686 | | | 740 |
Deferred tax (benefit) provision | | | 3,788 | | | 48 |
Changes in other assets and liabilities: | | | | | | |
Interest receivable and other assets | | | (11,731) | | | 4,096 |
Interest payable | | | 2,219 | | | 6,610 |
Accounts payable and other liabilities | | | (13,667) | | | (504) |
Deferred fees and other | | | 378 | | | 1,172 |
Net cash used in operating activities | | | (49,677) | | | (24,951) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from public offering of common stock, net of offering costs | | | 63,522 | | | 3,628 |
Proceeds from public offering of 3.00% Notes due 2026 | | | - | | | 300,000 |
Dividends paid | | | (46,522) | | | (38,045) |
Proceeds from issuance of SBIC debentures | | | - | | | 20,200 |
Repayments of SBIC debentures | | | - | | | (40,000) |
Proceeds from credit facility | | | 185,000 | | | 125,000 |
Repayments on credit facility | | | (167,000) | | | (307,000) |
Debt issuance premiums (costs), net | | | - | | | (5,743) |
Purchases of vested stock for employee payroll tax withholding | | | - | | | (7) |
Net cash provided by financing activities | | | 35,000 | | | 58,033 |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (14,677) | | | 33,082 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 32,629 | | | 31,919 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 17,952 | | $ | 65,001 |
| | | | | | |
Supplemental cash flow disclosures: | | | | | | |
Interest paid | | $ | 13,751 | | $ | 6,424 |
Taxes paid | | $ | 2,874 | | $ | (487) |
Non-cash financing activities: | | | | | | |
Value of shares issued pursuant to the DRIP | | $ | 4,813 | | $ | 3,699 |
The accompanying notes are an integral part of these consolidated financial statements
4
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Control Investments (5) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Analytical Systems Keco Holdings, LLC | | Manufacturer of Liquid and Gas Analyzers | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/16/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 8/16/2024 | $ | 4,875 | $ | 4,689 | $ | 4,689 |
| | | Preferred Member Units | | 8/16/2019 | 3,200 | | | | | | 3,200 | | - |
| | | Preferred Member Units | | 5/20/2021 | 2,427 | | | | | | 2,426 | | 4,318 |
| | | Warrants | (27) | 8/16/2019 | 420 | | 8/16/2029 | | | | 316 | | - |
| | | | | | | | | | | | 10,631 | | 9,007 |
ASC Interests, LLC | | Recreational and Educational Shooting Facility | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2019 | | 13.00% | 7/31/2022 | | 170 | | 170 | | 170 |
| | | Secured Debt | | 8/1/2013 | | 13.00% | 7/31/2022 | | 1,650 | | 1,642 | | 1,642 |
| | | Member Units | | 8/1/2013 | 1,500 | | | | | | 1,500 | | 800 |
| | | | | | | | | | | | 3,312 | | 2,612 |
ATS Workholding, LLC | (10) | Manufacturer of Machine Cutting Tools and Accessories | | | | | | | | | | | | |
| | | Secured Debt | (14) | 11/16/2017 | | 5.00% | 8/16/2023 | | 4,794 | | 4,635 | | 3,005 |
| | | Preferred Member Units | | 11/16/2017 | 3,725,862 | | | | | | 3,726 | | - |
| | | | | | | | | | | | 8,361 | | 3,005 |
Barfly Ventures, LLC | (10) | Casual Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | | 10/15/2020 | | 7.00% | 10/31/2024 | | 711 | | 711 | | 711 |
| | | Member Units | | 10/26/2020 | 37 | | | | | | 1,584 | | 2,050 |
| | | | | | | | | | | | 2,295 | | 2,761 |
Batjer TopCo, LLC | | HVAC Mechanical Contractor | | | | | | | | | | | | |
| | | Secured Debt | | 3/7/2022 | | 11.00% | 3/31/2027 | | 11,025 | | 10,917 | | 10,917 |
| | | Preferred Stock | | 3/7/2022 | 4,073 | | | | | | 4,073 | | 4,073 |
| | | | | | | | | | | | 14,990 | | 14,990 |
Bolder Panther Group, LLC | | Consumer Goods and Fuel Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/31/2020 | | 10.50% (L+9.00%, Floor 1.50%) | 12/31/2025 | | 49,194 | | 48,901 | | 49,194 |
| | | Class B Preferred Member Units | (8) | 12/31/2020 | 140,000 | 8.00% | | | | | 14,000 | | 25,930 |
| | | | | | | | | | | | 62,901 | | 75,124 |
Brewer Crane Holdings, LLC | | Provider of Crane Rental and Operating Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/9/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 1/9/2023 | | 7,936 | | 7,919 | | 7,919 |
| | | Preferred Member Units | (8) | 1/9/2018 | 2,950 | | | | | | 4,279 | | 7,780 |
| | | | | | | | | | | | 12,198 | | 15,699 |
Bridge Capital Solutions Corporation | | Financial Services and Cash Flow Solutions Provider | | | | | | | | | | | | |
| | | Secured Debt | | 7/25/2016 | | 13.00% | 12/11/2024 | | 8,813 | | 8,813 | | 8,813 |
| | | Secured Debt | (30) | 7/25/2016 | | 13.00% | 12/11/2024 | | 1,000 | | 1,000 | | 1,000 |
| | | Preferred Member Units | (8) (30) | 7/25/2016 | 17,742 | | | | | | 1,000 | | 1,000 |
| | | Warrants | (27) | 7/25/2016 | 82 | | 7/25/2026 | | | | 2,132 | | 4,260 |
| | | | | | | | | | | | 12,945 | | 15,073 |
Café Brazil, LLC | | Casual Restaurant Group | | | | | | | | | | | | |
| | | Member Units | (8) | 6/9/2006 | 1,233 | | | | | | 1,742 | | 2,630 |
| | | | | | | | | | | | | | |
California Splendor Holdings LLC | | Processor of Frozen Fruits | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/30/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 3/30/2023 | | 28,000 | | 27,932 | | 27,932 |
| | | Preferred Member Units | (8) (19) | 7/31/2019 | 6,725 | 15.00% PIK | | | | | 9,867 | | 9,867 |
| | | Preferred Member Units | (8) | 3/30/2018 | 6,157 | | | | | | 10,775 | | 17,265 |
| | | | | | | | | | | | 48,574 | | 55,064 |
CBT Nuggets, LLC | | Produces and Sells IT Training Certification Videos | | | | | | | | | | | | |
5
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Member Units | (8) | 6/1/2006 | 416 | | | | | | 1,300 | | 48,880 |
| | | | | | | | | | | | | | |
Centre Technologies Holdings, LLC | | Provider of IT Hardware Services and Software Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/4/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 1/4/2024 | | 9,183 | | 9,145 | | 8,638 |
| | | Preferred Member Units | | 1/4/2019 | 12,696 | | | | | | 5,840 | | 5,840 |
| | | | | | | | | | | | 14,985 | | 14,478 |
Chamberlin Holding LLC | | Roofing and Waterproofing Specialty Contractor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/26/2018 | | 9.00% (L+8.00%, Floor 1.00%) | 2/26/2023 | | 17,681 | | 17,621 | | 17,681 |
| | | Member Units | (8) | 2/26/2018 | 4,347 | | | | | | 11,440 | | 24,140 |
| | | Member Units | (8) (30) | 11/2/2018 | 1,047,146 | | | | | | 1,322 | | 1,540 |
| | | | | | | | | | | | 30,383 | | 43,361 |
Charps, LLC | | Pipeline Maintenance and Construction | | | | | | | | | | | | |
| | | Unsecured Debt | | 8/26/2020 | | 10.00% | 1/31/2026 | | 5,694 | | 4,617 | | 5,694 |
| | | Preferred Member Units | (8) | 2/3/2017 | 1,829 | | | | | | 1,963 | | 14,090 |
| | | | | | | | | | | | 6,580 | | 19,784 |
Clad-Rex Steel, LLC | | Specialty Manufacturer of Vinyl-Clad Metal | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/20/2016 | | 10.50% (L+9.50%, Floor 1.00%) | 1/15/2024 | | 10,480 | | 10,411 | | 10,411 |
| | | Secured Debt | | 12/20/2016 | | 10.00% | 12/20/2036 | | 1,073 | | 1,063 | | 1,063 |
| | | Member Units | (8) | 12/20/2016 | 717 | | | | | | 7,280 | | 10,250 |
| | | Member Units | (30) | 12/20/2016 | 800 | | | | | | 210 | | 610 |
| | | | | | | | | | | | 18,964 | | 22,334 |
CMS Minerals Investments | | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Member Units | (8) (30) | 4/1/2016 | 100 | | | | | | 1,729 | | 2,057 |
| | | | | | | | | | | | | | |
Cody Pools, Inc. | | Designer of Residential and Commercial Pools | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/6/2020 | | 12.25% (L+10.50%, Floor 1.75%) | 12/17/2026 | | 42,494 | | 42,139 | | 42,482 |
| | | Preferred Member Units | (8) (30) | 3/6/2020 | 587 | | | | | | 8,317 | | 47,640 |
| | | | | | | | | | | | 50,456 | | 90,122 |
Colonial Electric Company LLC | | Provider of Electrical Contracting Services | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 12.00% | 3/31/2026 | | 24,255 | | 24,051 | | 24,051 |
| | | Preferred Member Units | (8) | 3/31/2021 | 17,280 | | | | | | 7,680 | | 9,130 |
| | | | | | | | | | | | 31,731 | | 33,181 |
CompareNetworks Topco, LLC | | Internet Publishing and Web Search Portals | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/29/2019 | | 10.00% (L+9.00%, Floor 1.00%) | 1/29/2024 | | 5,797 | | 5,779 | | 5,797 |
| | | Preferred Member Units | (8) | 1/29/2019 | 1,975 | | | | | | 1,975 | | 13,610 |
| | | | | | | | | | | | 7,754 | | 19,407 |
Copper Trail Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (CTMH, LP) | (31) | 7/17/2017 | 38.8% | | | | | | 710 | | 710 |
| | | | | | | | | | | | | | |
Datacom, LLC | | Technology and Telecommunications Provider | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 7.50% | 12/31/2025 | | 8,825 | | 8,271 | | 7,643 |
| | | Preferred Member Units | (8) | 3/31/2021 | 9,000 | | | | | | 2,610 | | 2,670 |
| | | | | | | | | | | | 10,881 | | 10,313 |
6
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Digital Products Holdings LLC | | Designer and Distributor of Consumer Electronics | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/1/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 4/1/2023 | | 16,523 | | 16,483 | | 16,483 |
| | | Preferred Member Units | (8) | 4/1/2018 | 3,857 | | | | | | 9,501 | | 9,835 |
| | | | | | | | | | | | 25,984 | | 26,318 |
Direct Marketing Solutions, Inc. | | Provider of Omni-Channel Direct Marketing Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/13/2018 | | 12.00% (L+11.00%, Floor 1.00%) | 2/13/2024 | | 23,756 | | 23,619 | | 23,737 |
| | | Preferred Stock | (8) | 2/13/2018 | 8,400 | | | | | | 8,400 | | 22,450 |
| | | | | | | | | | | | 32,019 | | 46,187 |
Gamber-Johnson Holdings, LLC | | Manufacturer of Ruggedized Computer Mounting Systems | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/24/2016 | | 10.50% (L+8.50%, Floor 2.00%) | 1/1/2025 | | 21,598 | | 21,540 | | 21,598 |
| | | Member Units | (8) | 6/24/2016 | 9,042 | | | | | | 17,692 | | 45,120 |
| | | | | | | | | | | | 39,232 | | 66,718 |
Garreco, LLC | | Manufacturer and Supplier of Dental Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/15/2013 | | 9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%) | 7/31/2022 | | 4,196 | | 4,196 | | 4,196 |
| | | Member Units | (8) | 7/15/2013 | 1,200 | | | | | | 1,200 | | 2,340 |
| | | | | | | | | | | | 5,396 | | 6,536 |
GRT Rubber Technologies LLC | | Manufacturer of Engineered Rubber Products | | | | | | | | | | | | |
| | | Secured Debt | | 12/19/2014 | | 8.23% (L+8.00%) | 10/29/2026 | | 38,885 | | 38,683 | | 38,885 |
| | | Member Units | (8) | 12/19/2014 | 5,879 | | | | | | 13,065 | | 46,190 |
| | | | | | | | | | | | 51,748 | | 85,075 |
Gulf Manufacturing, LLC | | Manufacturer of Specialty Fabricated Industrial Piping Products | | | | | | | | | | | | |
| | | Member Units | (8) | 8/31/2007 | 438 | | | | | | 2,980 | | 5,290 |
| | | | | | | | | | | | | | |
Gulf Publishing Holdings, LLC | | Energy Industry Focused Media and Publishing | | | | | | | | | | | | |
| | | Secured Debt | (9) (17) (19) | 9/29/2017 | | 10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) | 9/30/2020 | | 257 | | 257 | | 257 |
| | | Secured Debt | (17) (19) | 4/29/2016 | | 12.50% (6.25% Cash, 6.25% PIK) | 4/29/2021 | | 13,565 | | 13,565 | | 8,000 |
| | | Member Units | | 4/29/2016 | 3,681 | | | | | | 3,680 | | - |
| | | | | | | | | | | | 17,502 | | 8,257 |
Harris Preston Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (2717 MH, L.P.) | (31) | 10/1/2017 | 49.3% | | | | | | 2,860 | | 4,317 |
| | | LP Interests (2717 HPP-MS, L.P.) | (31) | 3/11/2022 | 49.3% | | | | | | 244 | | 244 |
| | | | | | | | | | | | 3,104 | | 4,561 |
Harrison Hydra-Gen, Ltd. | | Manufacturer of Hydraulic Generators | | | | | | | | | | | | |
| | | Common Stock | | 6/4/2010 | 107,456 | | | | | | 718 | | 3,530 |
| | | | | | | | | | | | | | |
Jensen Jewelers of Idaho, LLC | | Retail Jewelry Store | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/14/2006 | | 10.00% (Prime+6.75%, Floor 2.00%) | 11/14/2023 | | 2,450 | | 2,439 | | 2,450 |
| | | Member Units | (8) | 11/14/2006 | 627 | | | | | | 811 | | 15,120 |
| | | | | | | | | | | | 3,250 | | 17,570 |
Johnson Downie Opco, LLC | | Executive Search Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/10/2021 | | 13.00% (L+11.50%, Floor 1.50%) | 12/10/2026 | | 11,475 | | 11,350 | | 11,350 |
7
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Preferred Equity | (8) | 12/10/2021 | 3,150 | | | | | | 3,150 | | 3,150 |
| | | | | | | | | | | | 14,500 | | 14,500 |
JorVet Holdings, LLC | | Supplier and Distributor of Veterinary Equipment and Supplies | | | | | | | | | | | | |
| | | Secured Debt | | 3/28/2022 | | 12.00% | 3/28/2027 | | 25,650 | | 25,394 | | 25,394 |
| | | Common Stock | | 3/28/2022 | 107,406 | | | | | | 10,741 | | 10,741 |
| | | | | | | | | | | | 36,135 | | 36,135 |
KBK Industries, LLC | | Manufacturer of Specialty Oilfield and Industrial Products | | | | | | | | | | | | |
| | | Member Units | (8) | 1/23/2006 | 325 | | | | | | 783 | | 13,930 |
| | | | | | | | | | | | | | |
Kickhaefer Manufacturing Company, LLC | | Precision Metal Parts Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | | 10/31/2018 | | 11.50% | 10/31/2023 | | 20,415 | | 20,336 | | 20,336 |
| | | Secured Debt | | 10/31/2018 | | 9.00% | 10/31/2048 | | 3,906 | | 3,868 | | 3,868 |
| | | Member Units | | 10/31/2018 | 581 | | | | | | 12,240 | | 12,240 |
| | | Member Units | (8) (30) | 10/31/2018 | 800 | | | | | | 992 | | 2,460 |
| | | | | | | | | | | | 37,436 | | 38,904 |
Market Force Information, LLC | | Provider of Customer Experience Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/28/2017 | | 12.00% (L+11.00%, Floor 1.00%) | 7/28/2023 | | 3,400 | | 3,400 | | 3,400 |
| | | Secured Debt | (14) (19) | 7/28/2017 | | 12.00% PIK | 7/28/2023 | | 26,079 | | 25,952 | | 8,936 |
| | | Member Units | | 7/28/2017 | 743,921 | | | | | | 16,642 | | - |
| | | | | | | | | | | | 45,994 | | 12,336 |
MH Corbin Holding LLC | | Manufacturer and Distributor of Traffic Safety Products | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2015 | | 13.00% | 3/31/2022 | | 8,170 | | 8,170 | | 4,368 |
| | | Preferred Member Units | | 3/15/2019 | 66,000 | | | | | | 4,400 | | - |
| | | Preferred Member Units | | 9/1/2015 | 4,000 | | | | | | 6,000 | | - |
| | | | | | | | | | | | 18,570 | | 4,368 |
MS Private Loan Fund I, LP | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests | (8) (31) | 1/26/2021 | 12.1% | | | | | | 7,500 | | 7,581 |
| | | | | | | | | | | | | | |
MSC Adviser I, LLC | (16) | Third Party Investment Advisory Services | | | | | | | | | | | | |
| | | Member Units | (8) | 11/22/2013 | | | | | | | 29,500 | | 132,920 |
| | | | | | | | | | | | | | |
Mystic Logistics Holdings, LLC | | Logistics and Distribution Services Provider for Large Volume Mailers | | | | | | | | | | | | |
| | | Secured Debt | | 8/18/2014 | | 10.00% | 1/31/2024 | | 6,098 | | 6,098 | | 6,098 |
| | | Common Stock | (8) | 8/18/2014 | 5,873 | | | | | | 2,720 | | 11,060 |
| | | | | | | | | | | | 8,818 | | 17,158 |
NAPCO Precast, LLC | | Precast Concrete Manufacturing | | | | | | | | | | | | |
| | | Member Units | (8) | 1/31/2008 | 2,955 | | | | | | 2,975 | | 13,370 |
| | | | | | | | | | | | | | |
Nebraska Vet AcquireCo, LLC | | Mixed-Animal Veterinary and Animal Health Product Provider | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 10,500 | | 10,418 | | 10,418 |
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 6,284 | | 6,237 | | 6,237 |
| | | Preferred Member Units | | 12/31/2020 | 6,987 | | | | | | 6,987 | | 7,700 |
| | | | | | | | | | | | 23,642 | | 24,355 |
NexRev LLC | | Provider of Energy Efficiency Products & Services | | | | | | | | | | | | |
| | | Secured Debt | | 2/28/2018 | | 11.00% | 2/28/2025 | | 15,999 | | 15,966 | | 13,837 |
| | | Preferred Member Units | (8) | 2/28/2018 | 86,400,000 | | | | | | 6,880 | | 2,690 |
| | | | | | | | | | | | 22,846 | | 16,527 |
NRP Jones, LLC | | Manufacturer of Hoses, Fittings and Assemblies | | | | | | | | | | | | |
| | | Secured Debt | | 12/21/2017 | | 12.00% | 3/20/2023 | | 2,080 | | 2,080 | | 2,080 |
8
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Member Units | (8) | 12/22/2011 | 65,962 | | | | | | 3,717 | | 6,290 |
| | | | | | | | | | | | 5,797 | | 8,370 |
NuStep, LLC | | Designer, Manufacturer and Distributor of Fitness Equipment | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/31/2017 | | 7.50% (L+6.50%, Floor 1.00%) | 1/31/2025 | | 2,920 | | 2,920 | | 2,920 |
| | | Secured Debt | | 1/31/2017 | | 12.00% | 1/31/2025 | | 17,240 | | 17,237 | | 17,240 |
| | | Preferred Member Units | | 1/31/2017 | 406 | | | | | | 10,200 | | 13,500 |
| | | | | | | | | | | | 30,357 | | 33,660 |
OMi Topco, LLC | | Manufacturer of Overhead Cranes | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2021 | | 12.00% | 8/31/2026 | | 17,500 | | 17,345 | | 17,500 |
| | | Preferred Member Units | (8) | 4/1/2008 | 900 | | | | | | 1,080 | | 20,210 |
| | | | | | | | | | | | 18,425 | | 37,710 |
Orttech Holdings, LLC | | Distributor of Industrial Clutches, Brakes and Other Components | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/30/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 7/31/2026 | | 24,375 | | 24,163 | | 24,163 |
| | | Preferred Stock | (8) (30) | 7/30/2021 | 10,000 | | | | | | 10,000 | | 10,000 |
| | | | | | | | | | | | 34,163 | | 34,163 |
Pearl Meyer Topco LLC | | Provider of Executive Compensation Consulting Services | | | | | | | | | | | | |
| | | Secured Debt | | 4/27/2020 | | 12.00% | 4/27/2025 | | 34,174 | | 33,955 | | 34,174 |
| | | Member Units | (8) | 4/27/2020 | 13,800 | | | | | | 13,000 | | 35,050 |
| | | | | | | | | | | | 46,955 | | 69,224 |
PPL RVs, Inc. | | Recreational Vehicle Dealer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/31/2019 | | 7.50% (L+7.00%, Floor 0.50%) | 11/15/2022 | | 2,000 | | 1,983 | | 1,983 |
| | | Secured Debt | (9) | 11/15/2016 | | 7.50% (L+7.00%, Floor 0.50%) | 11/15/2022 | | 11,655 | | 11,655 | | 11,655 |
| | | Common Stock | (8) | 6/10/2010 | 2,000 | | | | | | 2,150 | | 14,920 |
| | | | | | | | | | | | 15,788 | | 28,558 |
Principle Environmental, LLC | | Noise Abatement Service Provider | | | | | | | | | | | | |
| | | Secured Debt | | 2/1/2011 | | 13.00% | 11/15/2026 | | 973 | | 968 | | 968 |
| | | Secured Debt | | 7/1/2011 | | 13.00% | 11/15/2026 | | 5,924 | | 5,814 | | 5,814 |
| | | Preferred Member Units | (8) | 2/1/2011 | 21,806 | | | | | | 5,709 | | 11,160 |
| | | Common Stock | | 1/27/2021 | 1,037 | | | | | | 1,200 | | 710 |
| | | | | | | | | | | | 13,691 | | 18,652 |
Quality Lease Service, LLC | | Provider of Rigsite Accommodation Unit Rentals and Related Services | | | | | | | | | | | | |
| | | Member Units | | 6/8/2015 | 1,000 | | | | | | 8,563 | | 1,470 |
| | | | | | | | | | | | | | |
River Aggregates, LLC | | Processor of Construction Aggregates | | | | | | | | | | | | |
| | | Member Units | (8) (30) | 12/20/2013 | 1,500 | | | | | | 369 | | 3,280 |
| | | | | | | | | | | | | | |
Robbins Bros. Jewelry, Inc. | | Bridal Jewelry Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/15/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 12/15/2026 | | 36,360 | | 35,977 | | 35,977 |
| | | Preferred Equity | | 12/15/2021 | 11,070 | | | | | | 11,070 | | 11,070 |
| | | | | | | | | | | | 47,047 | | 47,047 |
Tedder Industries, LLC | | Manufacturer of Firearm Holsters and Accessories | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2018 | | 12.00% | 8/31/2022 | | 16,800 | | 16,763 | | 16,763 |
| | | Preferred Member Units | | 8/31/2018 | 505 | | | | | | 8,579 | | 8,579 |
| | | | | | | | | | | | 25,342 | | 25,342 |
Televerde, LLC | | Provider of Telemarketing and Data Services | | | | | | | | | | | | |
| | | Member Units | | 1/6/2011 | 460 | | | | | | 1,290 | | 5,472 |
| | | Preferred Stock | | 1/26/2022 | 248 | | | | | | 718 | | 1,794 |
| | | | | | | | | | | | 2,008 | | 7,266 |
9
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Trantech Radiator Topco, LLC | | Transformer Cooling Products and Services | | | | | | | | | | | | |
| | | Secured Debt | | 5/31/2019 | | 12.00% | 5/31/2024 | | 8,320 | | 8,271 | | 8,313 |
| | | Common Stock | (8) | 5/31/2019 | 615 | | | | | | 4,655 | | 8,660 |
| | | | | | | | | | | | 12,926 | | 16,973 |
Vision Interests, Inc. | | Manufacturer / Installer of Commercial Signage | | | | | | | | | | | | |
| | | Series A Preferred Stock | | 12/23/2011 | 3,000,000 | | | | | | 3,000 | | 3,000 |
| | | | | | | | | | | | | | |
VVS Holdco LLC | | Omnichannel Retailer of Animal Health Products | | | | | | | | | | | | |
| | | Secured Debt | (9) (30) | 12/1/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 12/1/2026 | | 800 | | 770 | | 770 |
| | | Secured Debt | (30) | 12/1/2021 | | 11.50% | 12/1/2026 | | 30,400 | | 30,115 | | 30,115 |
| | | Preferred Equity | (8) (30) | 12/1/2021 | 11,840 | | | | | | 11,840 | | 11,840 |
| | | | | | | | | | | | 42,725 | | 42,725 |
Ziegler’s NYPD, LLC | | Casual Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | | 6/1/2015 | | 12.00% | 10/1/2022 | | 625 | | 625 | | 625 |
| | | Secured Debt | | 10/1/2008 | | 6.50% | 10/1/2022 | | 1,000 | | 1,000 | | 1,000 |
| | | Secured Debt | | 10/1/2008 | | 14.00% | 10/1/2022 | | 2,750 | | 2,750 | | 2,750 |
| | | Preferred Member Units | | 6/30/2015 | 10,072 | | | | | | 2,834 | | 2,130 |
| | | Warrants | (27) | 7/1/2015 | 587 | | 10/1/2025 | | | | 600 | | - |
| | | | | | | | | | | | 7,809 | | 6,505 |
Subtotal Control Investments (79.3% of net assets at fair value) | | | | | | | | | | | $ | 1,099,019 | $ | 1,486,663 |
| | | | | | | | | | | | | | |
10
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Affiliate Investments (6) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
AAC Holdings, Inc. | (11) | Substance Abuse Treatment Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (19) | 12/11/2020 | | 18.00% (10.00% Cash, 8.00% PIK) | 6/25/2025 | $ | 10,408 | $ | 10,231 | $ | 10,044 |
| | | Common Stock | | 12/11/2020 | 593,928 | | | | | | 3,148 | | 2,079 |
| | | Warrants | (27) | 12/11/2020 | 554,353 | | 12/11/2025 | | | | - | | 1,940 |
| | | | | | | | | | | | 13,379 | | 14,063 |
AFG Capital Group, LLC | | Provider of Rent-to-Own Financing Solutions and Services | | | | | | | | | | | | |
| | | Secured Debt | | 4/25/2019 | | 10.00% | 5/25/2022 | | 58 | | 58 | | 58 |
| | | Preferred Member Units | (8) | 11/7/2014 | 186 | | | | | | 1,200 | | 8,350 |
| | | | | | | | | | | | 1,258 | | 8,408 |
ATX Networks Corp. | (11) | Provider of Radio Frequency Management Equipment | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/1/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 9/1/2026 | | 7,667 | | 7,092 | | 7,322 |
| | | Unsecured Debt | (19) | 9/1/2021 | | 10.00% PIK | 9/1/2028 | | 3,144 | | 2,040 | | 2,122 |
| | | Common Stock | | 9/1/2021 | 583 | | | | | | - | | - |
| | | | | | | | | | | | 9,132 | | 9,444 |
BBB Tank Services, LLC | | Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market | | | | | | | | | | | | |
| | | Unsecured Debt | (9) (17) | 4/8/2016 | | 12.00% (L+11.00%, Floor 1.00%) | 4/8/2021 | | 4,800 | | 4,800 | | 2,298 |
| | | Preferred Stock (non-voting) | (8) (19) | 12/17/2018 | | 15.00% PIK | | | | | 162 | | - |
| | | Member Units | | 4/8/2016 | 800,000 | | | | | | 800 | | - |
| | | | | | | | | | | | 5,762 | | 2,298 |
Boccella Precast Products LLC | | Manufacturer of Precast Hollow Core Concrete | | | | | | | | | | | | |
| | | Secured Debt | | 9/23/2021 | | 10.00% | 2/28/2027 | | 320 | | 320 | | 320 |
| | | Member Units | | 6/30/2017 | 2,160,000 | | | | | | 2,256 | | 4,830 |
| | | | | | | | | | | | 2,576 | | 5,150 |
Brightwood Capital Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Brightwood Capital Fund V, LP) | (31) | 7/12/2021 | 15.8% | | | | | | 1,500 | | 1,639 |
| | | | | | | | | | | | | | |
Buca C, LLC | | Casual Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | (9) (17) | 6/30/2015 | | 12.25% (L+11.25%, Floor 1.00%) | 6/30/2020 | | 19,491 | | 19,491 | | 14,370 |
| | | Preferred Member Units | (19) | 6/30/2015 | 6 | 6.00% PIK | | | | | 4,770 | | - |
| | | | | | | | | | | | 24,261 | | 14,370 |
Career Team Holdings, LLC | | Provider of Workforce Training and Career Development Services | | | | | | | | | | | | |
| | | Secured Debt | | 12/17/2021 | | 12.50% | 12/17/2026 | | 20,250 | | 20,060 | | 20,060 |
| | | Common Stock | | 12/17/2021 | 450,000 | | | | | | 4,499 | | 4,499 |
| | | | | | | | | | | | 24,559 | | 24,559 |
Chandler Signs Holdings, LLC | (10) | Sign Manufacturer | | | | | | | | | | | | |
| | | Class A Units | | 1/4/2016 | 1,500,000 | | | | | | 1,500 | | 620 |
| | | | | | | | | | | | | | |
Classic H&G Holdings, LLC | | Provider of Engineered Packaging Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/12/2020 | | 7.00% (L+6.00%, Floor 1.00%) | 3/12/2025 | | 7,600 | | 7,600 | | 7,600 |
11
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | | 3/12/2020 | | 8.00% | 3/12/2025 | | 19,274 | | 19,150 | | 19,274 |
| | | Preferred Member Units | (8) | 3/12/2020 | 154 | | | | | | 5,760 | | 16,280 |
| | | | | | | | | | | | 32,510 | | 43,154 |
Congruent Credit Opportunities Funds | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Congruent Credit Opportunities Fund | (8) (31) | 2/4/2015 | 17.4% | | | | | | 9,150 | | 8,853 |
| | | | | | | | | | | | | | |
DMA Industries, LLC | | Distributor of aftermarket ride control products | | | | | | | | | | | | |
| | | Secured Debt | | 11/19/2021 | | 12.00% | 11/19/2026 | | 21,200 | | 21,004 | | 21,004 |
| | | Preferred Equity | | 11/19/2021 | 5,944 | | | | | | 5,944 | | 5,944 |
| | | | | | | | | | | | 26,948 | | 26,948 |
Dos Rios Partners | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Dos Rios Partners, LP) | (31) | 4/25/2013 | 20.2% | | | | | | 6,605 | | 10,419 |
| | | LP Interests (Dos Rios Partners - A, LP) | (31) | 4/25/2013 | 6.4% | | | | | | 2,097 | | 3,308 |
| | | | | | | | | | | | 8,702 | | 13,727 |
Dos Rios Stone Products LLC | (10) | Limestone and Sandstone Dimension Cut Stone Mining Quarries | | | | | | | | | | | | |
| | | Class A Preferred Units | (30) | 6/27/2016 | 2,000,000 | | | | | | 2,000 | | 350 |
| | | | | | | | | | | | | | |
EIG Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (EIG Global Private Debt Fund-A, L.P.) | (8) (31) | 11/6/2015 | 11.1% | | | | | | 546 | | 499 |
| | | | | | | | | | | | | | |
Flame King Holdings, LLC | | Propane Tank and Accessories Distributor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/29/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 10/31/2026 | | 7,600 | | 7,528 | | 7,528 |
| | | Secured Debt | (9) | 10/29/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 10/31/2026 | | 21,200 | | 21,006 | | 21,006 |
| | | Preferred Equity | (8) | 10/29/2021 | 9,360 | | | | | | 10,400 | | 10,400 |
| | | | | | | | | | | | 38,934 | | 38,934 |
Freeport Financial Funds | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Freeport Financial SBIC Fund LP) | (31) | 3/23/2015 | 9.3% | | | | | | 4,481 | | 4,585 |
| | | LP Interests (Freeport First Lien Loan Fund III LP) | (8) (31) | 7/31/2015 | 6.0% | | | | | | 7,629 | | 7,231 |
| | | | | | | | | | | | 12,110 | | 11,816 |
GFG Group, LLC. | | Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 12.00% | 3/31/2026 | | 12,545 | | 12,442 | | 12,545 |
| | | Preferred Member Units | (8) | 3/31/2021 | 226 | | | | | | 4,899 | | 6,989 |
| | | | | | | | | | | | 17,341 | | 19,534 |
Harris Preston Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (HPEP 3, L.P.) | (8) (31) | 8/9/2017 | 8.2% | | | | | | 3,445 | | 4,684 |
| | | | | | | | | | | | | | |
Hawk Ridge Systems, LLC | | Value-Added Reseller of Engineering Design and Manufacturing Solutions | | | | | | | | | | | | |
12
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 12/2/2016 | | 7.00% (L+6.00%, Floor 1.00%) | 1/15/2026 | | 2,585 | | 2,585 | | 2,585 |
| | | Secured Debt | | 12/2/2016 | | 8.00% | 1/15/2026 | | 34,800 | | 34,680 | | 34,800 |
| | | Preferred Member Units | (8) | 12/2/2016 | 226 | | | | | | 2,850 | | 16,570 |
| | | Preferred Member Units | (30) | 12/2/2016 | 226 | | | | | | 150 | | 870 |
| | | | | | | | | | | | 40,265 | | 54,825 |
Houston Plating and Coatings, LLC | | Provider of Plating and Industrial Coating Services | | | | | | | | | | | | |
| | | Unsecured Convertible Debt | | 5/1/2017 | | 8.00% | 5/1/2022 | | 3,000 | | 3,000 | | 2,870 |
| | | Member Units | (8) | 1/8/2003 | 322,297 | | | | | | 2,352 | | 2,969 |
| | | | | | | | | | | | 5,352 | | 5,839 |
I-45 SLF LLC | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | Member Units (Fully diluted 20.0%; 24.40% profits | (8) | 10/20/2015 | | | | | | | 19,000 | | 14,439 |
| | | | | | | | | | | | | | |
Iron-Main Investments, LLC | | Consumer Reporting Agency Providing Employment Background Checks and Drug Testing | | | | | | | | | | | | |
| | | Secured Debt | | 8/2/2021 | | 12.50% | 11/15/2026 | | 4,600 | | 4,559 | | 4,559 |
| | | Secured Debt | | 9/1/2021 | | 12.50% | 11/15/2026 | | 3,200 | | 3,171 | | 3,171 |
| | | Secured Debt | | 11/15/2021 | | 12.50% | 11/15/2026 | | 28,944 | | 28,759 | | 28,759 |
| | | Common Stock | | 8/3/2021 | 179,778 | | | | | | 1,798 | | 1,798 |
| | | | | | | | | | | | 38,287 | | 38,287 |
L.F. Manufacturing Holdings, LLC | (10) | Manufacturer of Fiberglass Products | | | | | | | | | | | | |
| | | Preferred Member Units (non-voting) | (8) (19) | 1/1/2019 | | 14.00% PIK | | | | | 111 | | 111 |
| | | Member Units | (8) | 12/23/2013 | 2,179,001 | | | | | | 2,019 | | 2,560 |
| | | | | | | | | | | | 2,130 | | 2,671 |
OnAsset Intelligence, Inc. | | Provider of Transportation Monitoring / Tracking Products and Services | | | | | | | | | | | | |
| | | Secured Debt | (19) | 5/20/2014 | | 12.00% PIK | 12/31/2022 | | 964 | | 964 | | 964 |
| | | Secured Debt | (19) | 3/21/2014 | | 12.00% PIK | 12/31/2022 | | 983 | | 983 | | 983 |
| | | Secured Debt | (19) | 5/10/2013 | | 12.00% PIK | 12/31/2022 | | 2,116 | | 2,116 | | 2,116 |
| | | Secured Debt | (19) | 4/18/2011 | | 12.00% PIK | 12/31/2022 | | 4,415 | | 4,415 | | 4,415 |
| | | Unsecured Debt | (19) | 6/5/2017 | | 10.00% PIK | 12/31/2022 | | 197 | | 197 | | 197 |
| | | Preferred Stock | (19) | 4/18/2011 | 912 | 7.00% PIK | | | | | 1,981 | | - |
| | | Common Stock | | 4/15/2021 | 635 | | | | | | 830 | | - |
| | | Warrants | (27) | 4/18/2011 | 4,699 | | 5/10/2023 | | | | 1,089 | | - |
| | | | | | | | | | | | 12,575 | | 8,675 |
Oneliance, LLC | | Construction Cleaning Company | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/6/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 8/6/2026 | | 5,600 | | 5,550 | | 5,550 |
| | | Preferred Stock | | 8/6/2021 | 1,056 | | | | | | 1,056 | | 1,056 |
| | | | | | | | | | | | 6,606 | | 6,606 |
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC) | | Provider of Rigsite Accommodation Unit Rentals and Related Services | | | | | | | | | | | | |
| | | Secured Debt | (14) (17) | 6/30/2015 | | 12.00% | 1/8/2018 | | 30,369 | | 29,865 | | - |
| | | Preferred Member Units | | 1/8/2013 | 250 | | | | | | 2,500 | | - |
| | | | | | | | | | | | 32,365 | | - |
SI East, LLC | | Rigid Industrial Packaging Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2018 | | 10.25% | 8/31/2023 | | 65,543 | | 65,448 | | 65,543 |
| | | Preferred Member Units | (8) | 8/31/2018 | 157 | | | | | | 1,218 | | 12,529 |
| | | | | | | | | | | | 66,666 | | 78,072 |
Slick Innovations, LLC | | Text Message Marketing Platform | | | | | | | | | | | | |
| | | Secured Debt | | 9/13/2018 | | 13.00% | 9/13/2023 | | 5,120 | | 5,061 | | 5,120 |
| | | Common Stock | | 9/13/2018 | 70,000 | | | | | | 700 | | 1,510 |
| | | Warrants | (27) | 9/13/2018 | 18,084 | | 9/13/2028 | | | | 181 | | 400 |
| | | | | | | | | | | | 5,942 | | 7,030 |
13
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sonic Systems International, LLC | (10) | Nuclear Power Staffing Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/20/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 8/20/2026 | | 11,982 | | 11,769 | | 11,769 |
| | | Common Stock | | 8/20/2021 | 7,866 | | | | | | 1,070 | | 1,010 |
| | | | | | | | | | | | 12,839 | | 12,779 |
Superior Rigging & Erecting Co. | | Provider of Steel Erecting, Crane Rental & Rigging Services | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2020 | | 12.00% | 8/31/2025 | | 21,500 | | 21,344 | | 21,344 |
| | | Preferred Member Units | | 8/31/2020 | 1,571 | | | | | | 4,500 | | 4,500 |
| | | | | | | | | | | | 25,844 | | 25,844 |
The Affiliati Network, LLC | | Performance Marketing Solutions | | | | | | | | | | | | |
| | | Secured Debt | | 8/9/2021 | | 7.00% | 8/9/2026 | | 1,080 | | 1,063 | | 1,063 |
| | | Secured Debt | | 8/9/2021 | | 11.83% | 8/9/2026 | | 12,961 | | 12,841 | | 12,841 |
| | | Preferred Stock | (8) | 8/9/2021 | 1,280,000 | | | | | | 6,400 | | 6,990 |
| | | | | | | | | | | | 20,304 | | 20,894 |
UnionRock Energy Fund II, LP | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests | (8) (31) | 6/15/2020 | 11.1% | | | | | | 1,243 | | 1,653 |
| | | | | | | | | | | | | | |
UniTek Global Services, Inc. | (11) | Provider of Outsourced Infrastructure Services | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) | 10/15/2018 | | 8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) | 8/20/2024 | | 399 | | 398 | | 373 |
| | | Secured Debt | (9) (19) | 8/27/2018 | | 8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) | 8/20/2024 | | 1,996 | | 1,985 | | 1,864 |
| | | Secured Convertible Debt | (19) | 1/1/2021 | | 15.00% PIK | 2/20/2025 | | 1,290 | | 1,290 | | 2,388 |
| | | Preferred Stock | (8) (19) | 8/29/2019 | 1,133,102 | 20.00% PIK | | | | | 1,844 | | 2,833 |
| | | Preferred Stock | (19) | 8/21/2018 | 1,521,122 | 20.00% PIK | | | | | 2,188 | | 1,835 |
| | | Preferred Stock | (19) | 6/30/2017 | 2,281,682 | 19.00% PIK | | | | | 3,667 | | - |
| | | Preferred Stock | (19) | 1/15/2015 | 4,336,866 | 13.50% PIK | | | | | 7,924 | | - |
| | | Common Stock | | 4/1/2020 | 945,507 | | | | | | - | | - |
| | | | | | | | | | | | 19,296 | | 9,293 |
Universal Wellhead Services Holdings, LLC | (10) | Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry | | | | | | | | | | | | |
| | | Preferred Member Units | (19) (30) | 12/7/2016 | 716,949 | 14.00% PIK | | | | | 1,032 | | - |
| | | Member Units | (30) | 12/7/2016 | 4,000,000 | | | | | | 4,000 | | - |
| | | | | | | | | | | | 5,032 | | - |
Volusion, LLC | | Provider of Online Software-as-a-Service eCommerce Solutions | | | | | | | | | | | | |
| | | Secured Debt | (17) | 1/26/2015 | | 11.50% | 1/26/2020 | | 17,084 | | 17,084 | | 17,084 |
| | | Unsecured Convertible Debt | | 5/16/2018 | | 8.00% | 11/16/2023 | | 409 | | 409 | | 409 |
| | | Preferred Member Units | | 1/26/2015 | 4,876,670 | | | | | | 14,000 | | 5,989 |
| | | Warrants | (27) | 1/26/2015 | 1,831,355 | | 1/26/2025 | | | | 2,576 | | - |
| | | | | | | | | | | | 34,069 | | 23,482 |
Subtotal Affiliate Investments (29.9% of net assets at fair value) | | | | | | | | | | | $ | 583,428 | $ | 559,439 |
14
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Non-Control/Non-Affiliate Investments (7) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Acousti Engineering Company of Florida | (10) | Interior Subcontractor Providing Acoustical Walls and Ceilings | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/2/2020 | | 10.00% (L+8.50%, Floor 1.50%) | 11/2/2025 | $ | 11,115 | $ | 11,018 | $ | 11,115 |
| | | Secured Debt | (9) | 5/26/2021 | | 14.00% (L+12.50%, Floor 1.50%) | 11/2/2025 | | 839 | | 831 | | 839 |
| | | | | | | | | | | | 11,849 | | 11,954 |
Adams Publishing Group, LLC | (10) | Local Newspaper Operator | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/11/2022 | | 8.50% (L+7.50%, Floor 1.00%) | 3/11/2027 | | 25,618 | | 25,550 | | 25,550 |
| | | | | | | | | | | | | | |
ADS Tactical, Inc. | (11) | Value-Added Logistics and Supply Chain Provider to the Defense Industry | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/29/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 3/19/2026 | | 21,861 | | 21,488 | | 20,969 |
| | | | | | | | | | | | | | |
American Health Staffing Group, Inc. | (10) | Healthcare Temporary Staffing | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 11/19/2026 | | 6,667 | | 6,593 | | 6,593 |
| | | | | | | | | | | | | | |
American Nuts, LLC | (10) | Roaster, Mixer and Packager of Bulk Nuts and Seeds | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 3/11/2022 | | 7.75% (SOFR+6.75%, Floor 1.00%) | 4/10/2026 | | 19,756 | | 19,411 | | 19,411 |
| | | Secured Debt | (9) (39) | 3/11/2022 | | 9.75% (SOFR+8.75%, Floor 1.00%) | 4/10/2026 | | 19,756 | | 19,411 | | 19,411 |
| | | | | | | | | | | | 38,822 | | 38,822 |
American Teleconferencing Services, Ltd. | (11) | Provider of Audio Conferencing and Video Collaboration Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) | 9/17/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 6/30/2022 | | 2,980 | | 2,980 | | 164 |
| | | Secured Debt | (9) (14) | 5/19/2016 | | 7.50% (L+6.50%, Floor 1.00%) | 6/28/2023 | | 14,370 | | 13,706 | | 790 |
| | | | | | | | | | | | 16,686 | | 954 |
ArborWorks, LLC | (10) | Vegetation Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/9/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 11/9/2026 | | 30,178 | | 29,489 | | 29,489 |
| | | Common Equity | | 11/9/2021 | 234 | | | | | | 234 | | 234 |
| | | | | | | | | | | | 29,723 | | 29,723 |
Arrow International, Inc | (10) | Manufacturer and Distributor of Charitable Gaming Supplies | | | | | | | | | | | | |
| | | Secured Debt | (9) (23) | 12/21/2020 | | 9.18% (L+7.93%, Floor 1.25%) | 12/21/2025 | | 22,500 | | 22,313 | | 22,500 |
| | | | | | | | | | | | | | |
ATS Operating, LLC | (10) | For-Profit Thrift Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 1/18/2022 | | 7.50%(SOFR+6.50%, Floor 1.00%) | 1/18/2027 | | 720 | | 720 | | 720 |
| | | Secured Debt | (9) (39) | 1/18/2022 | | 6.50%(SOFR+5.50%, Floor 1.00%) | 1/18/2027 | | 6,660 | | 6,660 | | 6,660 |
| | | Secured Debt | (9) (39) | 1/18/2022 | | 8.50%(SOFR+7.50%, Floor 1.00%) | 1/18/2027 | | 6,660 | | 6,660 | | 6,660 |
| | | Common Stock | | 1/18/2022 | 720,000 | | | | | | 720 | | 720 |
| | | | | | | | | | | | 14,760 | | 14,760 |
AVEX Aviation Holdings, LLC | (10) | Specialty Aircraft Dealer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/15/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 12/15/2026 | | 13,289 | | 12,991 | | 12,991 |
| | | Common Equity | | 12/15/2021 | 360 | | | | | | 360 | | 360 |
| | | | | | | | | | | | 13,351 | | 13,351 |
BDS Solutions IntermediateCo, LLC | (10) | Outsourced Consumer Services Provider | | | | | | | | | | | | |
15
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) (39) | 2/7/2022 | | 7.50% (SOFR+6.50%, Floor 1.00%) | 2/7/2027 | | 39,886 | | 39,047 | | 39,047 |
| | | | | | | | | | | | | | |
Berry Aviation, Inc. | (10) | Charter Airline Services | | | | | | | | | | | | |
| | | Secured Debt | (19) | 7/6/2018 | | 12.00% (10.50% Cash, 1.50% PIK) | 1/6/2024 | | 193 | | 193 | | 193 |
| | | Preferred Member Units | (8) (19) (30) | 11/12/2019 | 122,416 | 16.00% PIK | | | | | 175 | | 325 |
| | | Preferred Member Units | (8) (19) (30) | 7/6/2018 | 1,548,387 | 8.00% PIK | | | | | 2,066 | | 4,006 |
| | | | | | | | | | | | 2,434 | | 4,524 |
Binswanger Enterprises, LLC | (10) | Glass Repair and Installation Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/10/2017 | | 9.50% (L+8.50%, Floor 1.00%) | 3/10/2023 | | 12,001 | | 11,933 | | 12,001 |
| | | Member Units | | 3/10/2017 | 1,050,000 | | | | | | 1,050 | | 730 |
| | | | | | | | | | | | 12,983 | | 12,731 |
Bluestem Brands, Inc. | (11) | Multi-Channel Retailer of General Merchandise | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/28/2020 | | 10.00% (L+8.50%, Floor 1.50%) | 8/28/2025 | | 5,357 | | 5,357 | | 5,337 |
| | | Common Stock | (8) | 10/1/2020 | 723,184 | | | | | | 1 | | 2,775 |
| | | | | | | | | | | | 5,358 | | 8,112 |
Brainworks Software, LLC | (10) | Advertising Sales and Newspaper Circulation Software | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) (17) | 8/12/2014 | | 12.50% (Prime+9.25%, Floor 3.25%) | 7/22/2019 | | 7,817 | | 7,817 | | 4,201 |
| | | | | | | | | | | | | | |
Brightwood Capital Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Brightwood Capital Fund III, LP) | (8) (31) | 7/21/2014 | 1.6% | | | | | | 7,110 | | 4,502 |
| | | LP Interests (Brightwood Capital Fund IV, LP) | (8) (31) | 10/26/2016 | 0.6% | | | | | | 4,350 | | 4,394 |
| | | | | | | | | | | | 11,460 | | 8,896 |
Burning Glass Intermediate Holding Company, Inc. | (10) | Provider of Skills-Based Labor Market Analytics | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/14/2021 | | 6.00% (L+5.00%, Floor 1.00%) | 6/10/2026 | | 465 | | 431 | | 431 |
| | | Secured Debt | (9) | 6/14/2021 | | 6.00% (L+5.00%, Floor 1.00%) | 6/10/2028 | | 20,084 | | 19,767 | | 20,084 |
| | | | | | | | | | | | 20,198 | | 20,515 |
Cadence Aerospace LLC | (10) | Aerostructure Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) (34) | 11/14/2017 | | 9.28% Cash, 0.22% PIK | 11/14/2023 | | 28,553 | | 28,432 | | 28,553 |
| | | | | | | | | | | | | | |
CAI Software LLC | | Provider of Specialized Enterprise Resource Planning Software | | | | | | | | | | | | |
| | | Preferred Equity | | 12/13/2021 | 1,788,527 | | | | | | 1,789 | | 1,789 |
| | | Preferred Equity | | 12/13/2021 | 596,176 | | | | | | - | | - |
| | | | | | | | | | | | 1,789 | | 1,789 |
Camin Cargo Control, Inc. | (11) | Provider of Mission Critical Inspection, Testing and Fuel Treatment Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/14/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 6/4/2026 | | 15,378 | | 15,246 | | 15,301 |
| | | | | | | | | | | | | | |
Cenveo Corporation | (11) | Provider of Digital Marketing Agency Services | | | | | | | | | | | | |
| | | Common Stock | | 9/7/2018 | 322,907 | | | | | | 6,183 | | 3,849 |
| | | | | | | | | | | | | | |
Clarius BIGS, LLC | (10) | Prints & Advertising Film Financing | | | | | | | | | | | | |
| | | Secured Debt | (14) (17) (19) | 9/23/2014 | | 15.00% PIK | 1/5/2015 | | 2,746 | | 2,746 | | 25 |
16
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Computer Data Source, LLC | (10) | Third Party Maintenance Provider to the Data Center Ecosystem | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/6/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 8/6/2026 | | 23,294 | | 22,874 | | 23,165 |
| | | | | | | | | | | | | | |
Construction Supply Investments, LLC | (10) | Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors | | | | | | | | | | | | |
| | | Member Units | | 12/29/2016 | 861,618 | | | | | | 3,335 | | 15,605 |
| | | | | | | | | | | | | | |
Darr Equipment LP | (10) | Heavy Equipment Dealer | | | | | | | | | | | | |
| | | Secured Debt | | 12/26/2017 | | 11.50% | 6/22/2023 | | 4,681 | | 4,681 | | 4,413 |
| | | Warrants | (29) | 4/15/2014 | 915,734 | | 12/23/2023 | | | | 474 | | 160 |
| | | | | | | | | | | | 5,155 | | 4,573 |
DTE Enterprises, LLC | (10) | Industrial Powertrain Repair and Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/13/2018 | | 9.50% (L+8.00%, Floor 1.50%) | 4/13/2023 | | 9,324 | | 9,272 | | 8,897 |
| | | Class AA Preferred Member Units (non-voting) | (8) (19) | 4/13/2018 | | 10.00% PIK | | | | | 1,077 | | 1,077 |
| | | Class A Preferred Member Units | (19) | 4/13/2018 | 776,316 | 8.00% PIK | | | | | 776 | | 320 |
| | | | | | | | | | | | 11,125 | | 10,294 |
Dynamic Communities, LLC | (10) | Developer of Business Events and Online Community Groups | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/17/2018 | | 9.50% (L+8.50%, Floor 1.00%) | 7/17/2023 | | 5,681 | | 5,645 | | 5,327 |
| | | | | | | | | | | | | | |
Eastern Wholesale Fence LLC | (10) | Manufacturer and Distributor of Residential and Commercial Fencing Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2020 | | 8.00%, (L+7.00%, Floor 1.00%) | 10/30/2025 | | 33,484 | | 32,953 | | 33,484 |
| | | | | | | | | | | | | | |
Emerald Technologies Acquisition Co, Inc. | (11) | Design & Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 2/10/2022 | | 7.25% (SOFR+6.25%, Floor 1.00%) | 2/10/2028 | | 9,375 | | 9,190 | | 9,234 |
| | | | | | | | | | | | | | |
EnCap Energy Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (EnCap Energy Capital Fund VIII, L.P.) | (8) (31) | 1/22/2015 | 0.1% | | | | | | 3,745 | | 1,988 |
| | | LP Interests (EnCap Energy Capital Fund VIII Co- | (31) | 1/21/2015 | 0.4% | | | | | | 2,097 | | 947 |
| | | LP Interests (EnCap Energy Capital Fund IX, L.P.) | (8) (31) | 1/22/2015 | 0.1% | | | | | | 3,903 | | 2,155 |
| | | LP Interests (EnCap Energy Capital Fund X, L.P.) | (8) (31) | 3/25/2015 | 0.1% | | | | | | 8,408 | | 8,815 |
| | | LP Interests (EnCap Flatrock Midstream Fund II, L.P.) | (31) | 3/30/2015 | 0.8% | | | | | | 5,358 | | 1,515 |
| | | LP Interests (EnCap Flatrock Midstream Fund III, L.P.) | (8) (31) | 3/27/2015 | 0.2% | | | | | | 6,070 | | 5,037 |
| | | | | | | | | | | | 29,581 | | 20,457 |
17
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
EPIC Y-Grade Services, LP | (11) | NGL Transportation & Storage | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/22/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 6/30/2027 | | 6,875 | | 6,806 | | 5,815 |
| | | | | | | | | | | | | | |
Event Holdco, LLC | (10) | Event and Learning Management Software for Healthcare Organizations and Systems | | | | | | | | | | | | |
| | | Secured Debt | (9) (30) | 12/22/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 12/22/2026 | | 46,154 | | 45,700 | | 45,700 |
| | | | | | | | | | | | | | |
Flip Electronics LLC | (10) | Distributor of Hard-to-Find and Obsolete Electronic Components | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 1/4/2021 | | 8.50% (SOFR+7.50%, Floor 1.00%) | 1/2/2026 | | 6,185 | | 6,061 | | 6,061 |
| | | | | | | | | | | | | | |
Fortna Acquisition Co., Inc. | (10) | Process, Physical Distribution and Logistics Consulting Services | | | | | | | | | | | | |
| | | Secured Debt | | 7/23/2019 | | 5.21% (L+5.00%) | 4/8/2025 | | 7,542 | | 7,477 | | 7,542 |
| | | | | | | | | | | | | | |
Fuse, LLC | (11) | Cable Networks Operator | | | | | | | | | | | | |
| | | Secured Debt | | 6/30/2019 | | 12.00% | 6/28/2024 | | 1,810 | | 1,810 | | 1,672 |
| | | Common Stock | | 6/30/2019 | 10,429 | | | | | | 256 | | - |
| | | | | | | | | | | | 2,066 | | 1,672 |
GeoStabilization International (GSI) | (11) | Geohazard Engineering Services & Maintenance | | | | | | | | | | | | |
| | | Secured Debt | | 1/2/2019 | | 5.58% (L+5.25%) | 12/19/2025 | | 20,710 | | 20,621 | | 20,606 |
| | | | | | | | | | | | | | |
GoWireless Holdings, Inc. | (11) | Provider of Wireless Telecommunications Carrier Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/10/2018 | | 7.50% (L+6.50%, Floor 1.00%) | 12/22/2024 | | 18,249 | | 18,164 | | 18,249 |
| | | | | | | | | | | | | | |
Grupo Hima San Pablo, Inc. | (11) | Tertiary Care Hospitals | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) (17) | 3/7/2013 | | 9.25% (L+7.00%, Floor 1.50%) | 4/30/2019 | | 4,504 | | 4,504 | | 968 |
| | | Secured Debt | (14) (17) | 3/7/2013 | | 13.75% | 10/15/2018 | | 2,055 | | 2,040 | | 49 |
| | | Secured Debt | (14) (17) | 3/7/2013 | | 12.00% | 12/24/2021 | | 147 | | 147 | | 147 |
| | | | | | | | | | | | 6,691 | | 1,164 |
GS HVAM Intermediate, LLC | (10) | Specialized Food Distributor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/18/2019 | | 6.75% (L+5.75%, Floor 1.00%) | 10/2/2024 | | 13,187 | | 13,118 | | 13,187 |
| | | | | | | | | | | | | | |
GS Operating, LLC (Gexpro) | (10) | Distributor of Industrial and Specialty Parts | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 1/3/2022 | | 6.75% (SOFR+6.00%, Floor 0.75%) | 1/3/2028 | | 30,182 | | 29,359 | | 30,182 |
| | | | | | | | | | | | | | |
HDC/HW Intermediate Holdings | (10) | Managed Services and Hosting Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/21/2018 | | 8.50% (L+7.50%, Floor 1.00%) | 12/21/2023 | | 3,449 | | 3,422 | | 3,063 |
| | | | | | | | | | | | | | |
Heartland Dental, LLC | (10) | Dental Support Organization | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/9/2020 | | 7.50% (L+6.50%, Floor 1.00%) | 4/30/2025 | | 14,775 | | 14,465 | | 14,775 |
| | | | | | | | | | | | | | |
HOWLCO LLC | (11) (13) (21) | Provider of Accounting and Business Development Software to Real Estate End Markets | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/19/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 10/23/2026 | | 25,482 | | 25,482 | | 25,482 |
18
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Hybrid Promotions, LLC | (10) | Wholesaler of Licensed, Branded and Private Label Apparel | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/30/2021 | | 9.25% (L+8.25%, Floor 1.00%) | 6/30/2026 | | 7,088 | | 6,964 | | 6,930 |
| | | | | | | | | | | | | | |
IG Parent Corporation | (11) | Software Engineering | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/30/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 7/30/2026 | | 10,067 | | 9,905 | | 10,040 |
| | | | | | | | | | | | | | |
Implus Footcare, LLC | (10) | Provider of Footwear and Related Accessories | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/1/2017 | | 8.75% (L+7.75%, Floor 1.00%) | 4/30/2024 | | 18,656 | | 18,449 | | 17,623 |
| | | | | | | | | | | | | | |
Independent Pet Partners Intermediate Holdings, LLC | (10) | Omnichannel Retailer of Specialty Pet Products | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) (35) | 8/20/2020 | | L+6.50% PIK | 12/22/2022 | | 6,442 | | 6,442 | | 6,442 |
| | | Secured Debt | (19) | 12/10/2020 | | 6.00% PIK | 11/20/2023 | | 18,154 | | 17,258 | | 17,258 |
| | | Preferred Stock (non-voting) | (19) | 12/10/2020 | | 6.00% PIK | | | | | 3,235 | | 4,405 |
| | | Preferred Stock (non-voting) | | 12/10/2020 | | | | | | | - | | - |
| | | Member Units | | 11/20/2018 | 1,558,333 | | | | | | 1,558 | | - |
| | | | | | | | | | | | 28,493 | | 28,105 |
Industrial Services Acquisition, LLC | (10) | Industrial Cleaning Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/13/2021 | | 7.75% (L+6.75%, Floor 1.00%) | 8/13/2026 | | 19,848 | | 19,465 | | 19,808 |
| | | Preferred Member Units | (8) (19) (30) | 1/31/2018 | 144 | 10.00% PIK | | | | | 122 | | 166 |
| | | Preferred Member Units | (8) (19) (30) | 5/17/2019 | 80 | 20.00% PIK | | | | | 84 | | 101 |
| | | Member Units | (30) | 6/17/2016 | 900 | | | | | | 900 | | 729 |
| | | | | | | | | | | | 20,571 | | 20,804 |
Infolinks Media Buyco, LLC | (10) | Exclusive Placement Provider to the Advertising Ecosystem | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/1/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 11/1/2026 | | 8,658 | | 8,477 | | 8,477 |
| | | | | | | | | | | | | | |
Interface Security Systems, L.L.C | (10) | Commercial Security & Alarm Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/9/2021 | | 11.75% (L+10.00%, Floor 1.75%) | 8/7/2023 | | 770 | | 770 | | 770 |
| | | Secured Debt | (9) (14) (19) | 8/7/2019 | | 9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%) | 8/7/2023 | | 7,313 | | 7,237 | | 3,831 |
| | | Common Stock | | 12/7/2021 | 2,143 | | | | | | - | | - |
| | | | | | | | | | | | 8,007 | | 4,601 |
Intermedia Holdings, Inc. | (11) | Unified Communications as a Service | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/3/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 7/19/2025 | | 20,627 | | 20,563 | | 20,487 |
| | | | | | | | | | | | | | |
Invincible Boat Company, LLC. | (10) | Manufacturer of Sport Fishing Boats | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/28/2019 | | 8.00% (L+6.50%, Floor 1.50%) | 8/28/2025 | | 16,889 | | 16,749 | | 16,889 |
| | | | | | | | | | | | | | |
INW Manufacturing, LLC | (11) | Manufacturer of Nutrition and Wellness Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/19/2021 | | 6.76% (L+5.75%, Floor 0.75%) | 3/25/2027 | | 7,313 | | 7,123 | | 7,166 |
| | | | | | | | | | | | | | |
Isagenix International, LLC | (11) | Direct Marketer of Health & Wellness Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/21/2018 | | 6.75% (L+5.75%, Floor 1.00%) | 6/14/2025 | | 5,054 | | 5,033 | | 3,263 |
| | | | | | | | | | | | | | |
Jackmont Hospitality, Inc. | (10) | Franchisee of Casual Dining Restaurants | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/26/2015 | | 8.50% (L+7.50%, Floor 1.00%) | 11/4/2024 | | 2,095 | | 2,095 | | 2,095 |
| | | Preferred Equity | (8) | 11/8/2021 | 2,826,667 | | | | | | 320 | | 320 |
19
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | 2,415 | | 2,415 |
Joerns Healthcare, LLC | (11) | Manufacturer and Distributor of Health Care Equipment & Supplies | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/21/2019 | | 7.00% (L+6.00%, Floor 1.00%) | 8/21/2024 | | 4,034 | | 3,993 | | 3,329 |
| | | Secured Debt | (19) | 11/15/2021 | | 15.00% PIK | 11/8/2022 | | 1,705 | | 1,705 | | 1,705 |
| | | Common Stock | | 8/21/2019 | 472,579 | | | | | | 4,429 | | - |
| | | | | | | | | | | | 10,127 | | 5,034 |
JTI Electrical & Mechanical, LLC | (10) | Electrical, Mechanical and Automation Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/22/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 12/22/2026 | | 37,658 | | 36,786 | | 36,786 |
| | | Common Equity | | 12/22/2021 | 1,684,211 | | | | | | 1,684 | | 1,684 |
| | | | | | | | | | | | 38,470 | | 38,470 |
Klein Hersh, LLC | (10) | Executive and C-Suite Placement for the Life Sciences and Healthcare Industries | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/13/2020 | | 7.75% (L+7.00%, Floor 0.75%) | 11/13/2025 | | 42,519 | | 41,620 | | 42,478 |
| | | | | | | | | | | | | | |
KMS, LLC | (10) | Wholesaler of Closeout and Value-priced Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/4/2021 | | 8.25% (L+7.25%, Floor 1.00%) | 10/4/2026 | | 7,562 | | 7,405 | | 7,405 |
| | | | | | | | | | | | | | |
Kore Wireless Group Inc. | (11) (13) | Mission Critical Software Platform | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2018 | | 6.11% (L+5.50%) | 12/20/2024 | | 11,385 | | 11,322 | | 11,342 |
| | | | | | | | | | | | | | |
Laredo Energy, LLC | (10) | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Member Units | | 5/4/2020 | 1,155,952 | | | | | | 11,561 | | 10,099 |
| | | | | | | | | | | | | | |
Lightbox Holdings, L.P. | (11) | Provider of Commercial Real Estate Software | | | | | | | | | | | | |
| | | Secured Debt | | 5/23/2019 | | 5.61% (L+5.00%) | 5/9/2026 | | 14,588 | | 14,432 | | 14,369 |
| | | | | | | | | | | | | | |
LKCM Headwater Investments I, L.P. | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests | (8) (31) | 1/25/2013 | 2.3% | | | | | | 1,746 | | 2,854 |
| | | | | | | | | | | | | | |
LL Management, Inc. | (10) | Medical Transportation Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/2/2019 | | 8.25% (L+7.25%, Floor 1.00%) | 9/25/2023 | | 17,424 | | 17,314 | | 17,424 |
| | | | | | | | | | | | | | |
LLFlex, LLC | (10) | Provider of Metal-Based Laminates | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/16/2021 | | 10.00% (L+9.00%, Floor 1.00%) | 8/16/2026 | | 4,466 | | 4,376 | | 4,376 |
| | | | | | | | | | | | | | |
Logix Acquisition Company, LLC | (10) | Competitive Local Exchange Carrier | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/8/2018 | | 6.75% (L+5.75%, Floor 1.00%) | 12/22/2024 | | 25,780 | | 24,642 | | 24,298 |
| | | | | | | | | | | | | | |
Looking Glass Investments, LLC | (12) (13) | Specialty Consumer Finance | | | | | | | | | | | | |
| | | Member Units | | 7/1/2015 | 3 | | | | | | 125 | | 25 |
| | | | | | | | | | | | | | |
Mac Lean-Fogg Company | (10) | Manufacturer and Supplier for Auto and Power Markets | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/22/2019 | | 5.88% (L+5.25%, Floor 0.625%) | 12/22/2025 | | 16,993 | | 16,914 | | 16,993 |
| | | Preferred Stock | (19) | 10/1/2019 | | 13.75% (4.50% Cash, 9.25% PIK) | | | | | 1,940 | | 1,940 |
| | | | | | | | | | | | 18,854 | | 18,933 |
Mako Steel, LP | (10) | Self-Storage Design & Construction | | | | | | | | | | | | |
| | | Secured Debt | (9) (38) | 3/15/2021 | | 8.18% (L+7.25%, Floor 0.75%) | 3/13/2026 | | 1,825 | | 1,775 | | 1,804 |
20
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 3/15/2021 | | 8.38 % (L+7.25%, Floor 0.75%) | 3/13/2026 | | 15,542 | | 15,290 | | 15,362 |
| | | | | | | | | | | | 17,065 | | 17,166 |
MB2 Dental Solutions, LLC | (11) | Dental Partnership Organization | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/28/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 1/29/2027 | | 7,956 | | 7,846 | | 7,956 |
| | | Secured Debt | (9) (36) | 1/28/2021 | | 7.10% | 1/29/2027 | | 4,610 | | 4,567 | | 4,610 |
| | | | | | | | | | | | 12,413 | | 12,566 |
Mills Fleet Farm Group, LLC | (10) | Omnichannel Retailer of Work, Farm and Lifestyle Merchandise | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/24/2018 | | 7.25% (L+6.25%, Floor 1.00%) | 10/24/2024 | | 17,781 | | 17,582 | | 17,781 |
| | | | | | | | | | | | | | |
NBG Acquisition Inc | (11) | Wholesaler of Home Décor Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/28/2017 | | 6.99% (L+5.50%, Floor 1.00%) | 4/26/2024 | | 3,932 | | 3,909 | | 2,669 |
| | | | | | | | | | | | | | |
NinjaTrader, LLC | (10) | Operator of Futures Trading Platform | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/18/2019 | | 7.25% (L+6.25%, Floor 1.00%) | 12/18/2024 | | 31,425 | | 30,886 | | 31,373 |
| | | | | | | | | | | | | | |
NNE Partners, LLC | (10) | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Secured Debt | | 3/2/2017 | | 9.42% (L+9.25%) | 12/31/2023 | | 24,781 | | 24,718 | | 23,582 |
| | | | | | | | | | | | | | |
Northstar Group Services, Inc | (11) | Commercial & Industrial Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/1/2021 | | 6.50% (L+5.50%, Floor 1.00%) | 11/12/2026 | | 9,935 | | 9,890 | | 9,898 |
| | | | | | | | | | | | | | |
NTM Acquisition Corp. | (11) | Provider of B2B Travel Information Content | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) | 7/12/2016 | | 8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%) | 6/7/2024 | | 4,538 | | 4,538 | | 4,380 |
| | | | | | | | | | | | | | |
NWN Corporation | (10) | Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/7/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 5/7/2026 | | 42,972 | | 42,158 | | 41,730 |
| | | | | | | | | | | | | | |
Ospemifene Royalty Sub LLC | (10) | Estrogen-Deficiency Drug Manufacturer and Distributor | | | | | | | | | | | | |
| | | Secured Debt | (14) | 7/8/2013 | | 11.50% | 11/15/2026 | | 4,540 | | 4,540 | | 91 |
| | | | | | | | | | | | | | |
OVG Business Services, LLC | (10) | Venue Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/29/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 11/19/2028 | | 14,000 | | 13,866 | | 13,580 |
| | | | | | | | | | | | | | |
Paragon Healthcare, Inc. | (10) | Infusion Therapy Treatment Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 1/19/2022 | | 6.75% (SOFR+5.75%, Floor 1.00%) | 1/19/2027 | | 18,388 | | 17,632 | | 17,632 |
| | | | | | | | | | | | | | |
Project Eagle Holdings, LLC | (10) | Provider of Secure Business Collaboration Software | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/6/2020 | | 7.76% (L+6.75%, Floor 1.00%) | 7/6/2026 | | 29,663 | | 29,110 | | 29,641 |
| | | | | | | | | | | | | | |
RA Outdoors LLC | (10) | Software Solutions Provider for Outdoor Activity Management | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/8/2021 | | 7.75% (L+6.75%, Floor 1.00%) | 4/8/2026 | | 18,991 | | 18,829 | | 17,812 |
| | | | | | | | | | | | | | |
21
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Research Now Group, Inc. and Survey Sampling International, LLC | (11) | Provider of Outsourced Online Surveying | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/29/2017 | | 6.50% (L+5.50%, Floor 1.00%) | 12/20/2024 | | 20,124 | | 19,817 | | 19,820 |
| | | | | | | | | | | | | | |
RM Bidder, LLC | (10) | Scripted and Unscripted TV and Digital Programming Provider | | | | | | | | | | | | |
| | | Member Units | | 11/12/2015 | 2,779 | | | | | | 46 | | 24 |
| | | Warrants | (26) | 11/12/2015 | 187,161 | | 10/20/2025 | | | | 425 | | - |
| | | | | | | | | | | | 471 | | 24 |
Roof Opco, LLC | (10) | Residential Re-Roofing/Repair | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/27/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 8/27/2026 | | 4,729 | | 4,618 | | 4,618 |
| | | | | | | | | | | | | | |
RTIC Subsidiary Holdings, LLC | (10) | Direct-To-Consumer eCommerce Provider of Outdoor Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/1/2020 | | 9.00% (L+7.75%, Floor 1.25%) | 9/1/2025 | | 20,709 | | 20,528 | | 20,709 |
| | | | | | | | | | | | | | |
Rug Doctor, LLC. | (10) | Carpet Cleaning Products and Machinery | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/16/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 11/16/2024 | | 9,105 | | 8,888 | | 8,941 |
| | | | | | | | | | | | | | |
Salient Partners L.P. | (11) | Provider of Asset Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/31/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 10/30/2022 | | 6,251 | | 6,248 | | 4,064 |
| | | Secured Debt | (9) | 9/30/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 10/30/2022 | | 1,250 | | 1,250 | | 2,435 |
| | | | | | | | | | | | 7,498 | | 6,499 |
Savers, Inc. | (11) | For-Profit Thrift Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/14/2021 | | 6.25% (L+5.50%, Floor 0.75%) | 4/26/2028 | | 11,372 | | 11,271 | | 11,315 |
| | | | | | | | | | | | | | |
SIB Holdings, LLC | (10) | Provider of Cost Reduction Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/29/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 10/29/2026 | | 6,282 | | 6,142 | | 6,152 |
| | | Common Equity | | 10/29/2021 | 95,238 | | | | | | 200 | | 200 |
| | | | | | | | | | | | 6,342 | | 6,352 |
South Coast Terminals Holdings, LLC | (10) | Specialty Toll Chemical Manufacturer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/10/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 12/13/2026 | | 41,567 | | 40,701 | | 40,701 |
| | | Common Equity | | 12/10/2021 | 863,636 | | | | | | 864 | | 864 |
| | | | | | | | | | | | 41,565 | | 41,565 |
Staples Canada ULC | (10) (13) (21) | Office Supplies Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) (22) | 9/14/2017 | | 8.00% (L+7.00%, Floor 1.00%) | 9/12/2024 | | 15,522 | | 15,457 | | 15,275 |
| | | | | | | | | | | | | | |
Stellant Systems, Inc. | (11) | Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/0/1900 | | 6.51% (L+5.50%, Floor 0.75%) | 10/1/2028 | | 7,681 | | 7,609 | | 7,566 |
| | | | | | | | | | | | | | |
Student Resource Center, LLC | (10) | Higher Education Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/25/2021 | | 9.00% (L+8.00%, Floor 1.00%) | 6/25/2026 | | 10,588 | | 10,394 | | 9,844 |
| | | | | | | | | | | | | | |
Tacala Investment Corp. | (33) | Quick Service Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/19/2021 | | 4.25% (L+3.50%, Floor 0.75%) | 2/5/2027 | | 1,995 | | 1,995 | | 1,968 |
| | | | | | | | | | | | | | |
22
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Team Public Choices, LLC | (11) | Home-Based Care Employment Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/22/2020 | | 6.00% (L+5.00%, Floor 1.00%) | 12/18/2027 | | 15,078 | | 14,762 | | 14,965 |
| | | | | | | | | | | | | | |
Tectonic Financial, LLC | | Financial Services Organization | | | | | | | | | | | | |
| | | Common Stock | (8) | 5/15/2017 | 200,000 | | | | | | 2,000 | | 5,630 |
| | | | | | | | | | | | | | |
Tex Tech Tennis, LLC | (10) | Sporting Goods & Textiles | | | | | | | | | | | | |
| | | Common Stock | (30) | 7/7/2021 | 1,000,000 | | | | | | 1,000 | | 1,130 |
| | | | | | | | | | | | | | |
U.S. TelePacific Corp. | (11) | Provider of Communications and Managed Services | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) (39) | 5/17/2017 | | 9.25% (2.00% Cash, 7.25% PIK) (SOFR+1.00%, Floor 1.00%, 7.25% PIK) | 5/2/2026 | | 17,088 | | 17,004 | | 12,115 |
| | | | | | | | | | | | | | |
USA DeBusk LLC | (10) | Provider of Industrial Cleaning Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/22/2019 | | 6.75% (L+5.75%, Floor 1.00%) | 9/8/2026 | | 37,188 | | 36,460 | | 37,188 |
| | | | | | | | | | | | | | |
Veregy Consolidated, Inc. | (11) | Energy Service Company | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/9/2020 | | 7.00% (L+6.00%, Floor 1.00%) | 11/3/2027 | | 17,820 | | 16,720 | | 16,718 |
| | | | | | | | | | | | | | |
Vida Capital, Inc | (11) | Alternative Asset Manager | | | | | | | | | | | | |
| | | Secured Debt | | 10/10/2019 | | 6.33% (L+6.00%) | 10/1/2026 | | 16,835 | | 16,663 | | 15,502 |
| | | | | | | | | | | | | | |
Vistar Media, Inc. | (10) | Operator of Digital Out-of-Home Advertising Platform | | | | | | | | | | | | |
| | | Preferred Stock | | 4/3/2019 | 70,207 | | | | | | 768 | | 2,349 |
| | | | | | | | | | | | | | |
VORTEQ Coil Finishers, LLC | (10) | Specialty Coating of Aluminum and Light-Gauge Steel | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/30/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 11/30/2026 | | 25,962 | | 25,476 | | 25,476 |
| | | Common Equity | | 11/30/2021 | 1,038,462 | | | | | | 1,038 | | 1,038 |
| | | | | | | | | | | | 26,514 | | 26,514 |
Wahoo Fitness Acquisition L.L.C. | (11) | Fitness Training Equipment Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/17/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 8/12/2028 | | 14,906 | | 14,494 | | 14,608 |
| | | | | | | | | | | | | | |
Wall Street Prep, Inc. | (10) | Financial Training Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/19/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 7/19/2026 | | 4,345 | | 4,262 | | 4,262 |
| | | Common Stock | | 7/19/2021 | 400,000 | | | | | | 400 | | 400 |
| | | | | | | | | | | | 4,662 | | 4,662 |
Watterson Brands, LLC | (10) | Facility Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/17/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 12/17/2026 | | 16,170 | | 15,795 | | 15,795 |
| | | | | | | | | | | | | | |
West Star Aviation Acquisition, LLC | (10) | Aircraft, Aircraft Engine and Engine Parts | | | | | | | | | | | | |
| | | Secured Debt | (9) (39) | 3/1/2022 | | 6.75% (SOFR+6.0%, Floor 0.75%) | 3/1/2028 | | 10,848 | | 10,612 | | 10,612 |
| | | Common Stock | | 3/1/2022 | 1,522,200 | | | | | | 1,541 | | 1,541 |
| | | | | | | | | | | | 12,153 | | 12,153 |
Winter Services LLC | (10) | Provider of Snow Removal and Ice Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 11/19/2026 | | 11,222 | | 10,975 | | 11,016 |
| | | | | | | | | | | | | | |
Xenon Arc, Inc. | (10) | Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/17/2021 | | 6.75% (L+6.00%, Floor 0.75%) | 12/17/2026 | | 38,504 | | 37,387 | | 37,387 |
23
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
YS Garments, LLC | (11) | Designer and Provider of Branded Activewear | | | | | | | | | | | | |
| | | Secured Debt | (9) (37) | 8/22/2018 | | 6.51% | 8/9/2024 | | 12,940 | | 12,880 | | 12,811 |
| | | | | | | | | | | | | | |
Zips Car Wash, LLC | (10) | Express Car Wash Operator | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/11/2022 | | 8.25%(L+7.25%, Floor 1.00%) | 3/1/2024 | | 17,734 | | 17,433 | | 17,433 |
| | | | | | | | | | | | | | |
Subtotal Non-Control/Non-Affiliate Investments (87.8% of net assets at fair value) | | | | | | | | | | | $ | 1,690,120 | $ | 1,644,636 |
Total Portfolio Investments, March 31, 2022 (197.0% of net assets at fair value) | | | | | | | | | | | $ | 3,372,567 | $ | 3,690,738 |
(1) | All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds. |
(2) | Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted. |
(3) | See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies. |
(4) | Principal is net of repayments. Cost is net of repayments and accumulated unearned income. |
(5) | Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. |
(6) | Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments. |
(7) | Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments. |
(8) | Income producing through dividends or distributions. |
(9) | Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR, SOFR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at March 31, 2022. As noted in this schedule, 68% of the loans (based on the par amount) contain LIBOR or SOFR floors which range between 0.50% and 2.00%, with a weighted-average floor of approximately 1.05%. |
(10) | Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments. |
(11) | Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments. |
(12) | Other Portfolio investment. See Note C for a description of Other Portfolio investments. |
(13) | Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. |
(14) | Non-accrual and non-income producing investment. |
(15) | All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.” |
(16) | External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds. |
(17) | Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable. |
(18) | Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion. |
(19) | PIK interest income and cumulative dividend income represent income not paid currently in cash. |
24
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
(20) | All portfolio company headquarters are based in the United States, unless otherwise noted. |
(21) | Portfolio company headquarters are located outside of the United States. |
(22) | In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of March 31, 2022. |
(23) | The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate. |
(24) | Investment date represents the date of initial investment in the security position. |
(25) | Warrants are presented in equivalent shares with a strike price of $10.92 per share. |
(26) | Warrants are presented in equivalent units with a strike price of $14.28 per unit. |
(27) | Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit. |
(28) | Warrants are presented in equivalent shares with a strike price of $0.001 per share. |
(29) | Warrants are presented in equivalent units with a strike price of $1.50 per unit. |
(30) | Shares/Units represent ownership in an underlying Real Estate or HoldCo entity. |
(31) | Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated. |
(32) | Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status. |
(33) | Short-term portfolio investments. See Note C for a description of short-term portfolio investments. |
(34) | The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period. |
(35) | Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%. |
(36) | Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% (Floor 1.00%) or Prime+5.00%. |
(37) | Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+5.50% (Floor 1.00%) or Prime+4.00%. |
(38) | RLOC facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+7.25% (Floor 0.75%). |
(39) | SOFR based contracts may include a credit spread adjustment (the "Adjustment") that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2022, the portfolio had Adjustments ranging from 0.10% to 0.26%. |
25
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |||||||||||||||
Control Investments (5) | | | | | | | | | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Analytical Systems Keco Holdings, LLC | | Manufacturer of Liquid and Gas Analyzers | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 8/16/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 8/16/2024 | $ | 4,945 | $ | 4,736 | $ | 4,736 | |||||||||||||||
| | | Preferred Member Units | | 8/16/2019 | 3,200 | | | | | | 3,200 | | - | |||||||||||||||
| | | Preferred Member Units | | 5/20/2021 | 2,427 | | | | | | 2,427 | | 4,894 | |||||||||||||||
| | | Warrants | (27) | 8/16/2019 | 420 | | 8/16/2029 | | | | 316 | | - | |||||||||||||||
| | | | | | | | | | | | 10,679 | | 9,630 | |||||||||||||||
ASC Interests, LLC | | Recreational and Educational Shooting Facility | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 12/31/2019 | | 13.00% | 7/31/2022 | | 200 | | 200 | | 200 | |||||||||||||||
| | | Secured Debt | | 8/1/2013 | | 13.00% | 7/31/2022 | | 1,650 | | 1,636 | | 1,636 | |||||||||||||||
| | | Member Units | | 8/1/2013 | 1,500 | | | | | | 1,500 | | 720 | |||||||||||||||
| | | | | | | | | | | | 3,336 | | 2,556 | |||||||||||||||
ATS Workholding, LLC | (10) | Manufacturer of Machine Cutting Tools and Accessories | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (14) | 11/16/2017 | | 5.00% | 8/16/2023 | | 4,794 | | 4,635 | | 3,005 | |||||||||||||||
| | | Preferred Member Units | | 11/16/2017 | 3,725,862 | | | | | | 3,726 | | - | |||||||||||||||
| | | | | | | | | | | | 8,361 | | 3,005 | |||||||||||||||
Barfly Ventures, LLC | (10) | Casual Restaurant Group | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 10/15/2020 | | 7.00% | 10/31/2024 | | 711 | | 711 | | 711 | |||||||||||||||
| | | Member Units | | 10/26/2020 | 37 | | | | | | 1,584 | | 1,930 | |||||||||||||||
| | | | | | | | | | | | 2,295 | | 2,641 | |||||||||||||||
Bolder Panther Group, LLC | | Consumer Goods and Fuel Retailer | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 12/31/2020 | | 10.50% (L+9.00%, Floor 1.50%) | 12/31/2025 | | 39,000 | | 38,687 | | 39,000 | |||||||||||||||
| | | Class A Preferred Member Units | (8) | 12/31/2020 | | 14.00% | | | | | 10,194 | | 10,194 | |||||||||||||||
| | | Class B Preferred Member Units | (8) | 12/31/2020 | 140,000 | 8.00% | | | | | 14,000 | | 23,170 | |||||||||||||||
| | | | | | | | | | | | 62,881 | | 72,364 | |||||||||||||||
Brewer Crane Holdings, LLC | | Provider of Crane Rental and Operating Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 1/9/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 1/9/2023 | | 8,060 | | 8,037 | | 8,037 | |||||||||||||||
| | | Preferred Member Units | (8) | 1/9/2018 | 2,950 | | | | | | 4,280 | | 7,710 | |||||||||||||||
| | | | | | | | | | | | 12,317 | | 15,747 | |||||||||||||||
Bridge Capital Solutions Corporation | | Financial Services and Cash Flow Solutions Provider | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 7/25/2016 | | 13.00% | 12/11/2024 | | 8,813 | | 8,813 | | 8,813 | |||||||||||||||
| | | Warrants | (27) | 7/25/2016 | 82 | | 7/25/2026 | | | | 2,132 | | 4,060 | |||||||||||||||
| | | Secured Debt | (30) | 7/25/2016 | | 13.00% | 12/11/2024 | | 1,000 | | 1,000 | | 1,000 | |||||||||||||||
| | | Preferred Member Units | (8) (30) | 7/25/2016 | 17,742 | | | | | | 1,000 | | 1,000 | |||||||||||||||
| | | | | | | | | | | | 12,945 | | 14,873 | |||||||||||||||
Café Brazil, LLC | | Casual Restaurant Group | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 6/9/2006 | 1,233 | | | | | | 1,742 | | 2,570 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
California Splendor Holdings LLC | | Processor of Frozen Fruits | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 3/30/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 3/30/2023 | | 28,000 | | 27,915 | | 27,915 | |||||||||||||||
| | | Preferred Member Units | (8) (19) | 7/31/2019 | 6,725 | 15.00% PIK | | | | | 9,510 | | 9,510 | |||||||||||||||
| | | Preferred Member Units | (8) | 3/30/2018 | 6,157 | | | | | | 10,775 | | 13,275 | |||||||||||||||
| | | | | | | | | | | | 48,200 | | 50,700 | |||||||||||||||
CBT Nuggets, LLC | | Produces and Sells IT Training Certification Videos | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 6/1/2006 | 416 | | | | | | 1,300 | | 50,620 | |||||||||||||||
| | | | | | | | | | | | | | |
26
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Centre Technologies Holdings, LLC | | Provider of IT Hardware Services and Software Solutions | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 1/4/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 1/4/2024 | | 9,416 | | 9,370 | | 8,864 | |||||||||||||||
| | | Preferred Member Units | | 1/4/2019 | 12,696 | | | | | | 5,840 | | 5,840 | |||||||||||||||
| | | | | | | | | | | | 15,210 | | 14,704 | |||||||||||||||
Chamberlin Holding LLC | | Roofing and Waterproofing Specialty Contractor | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 2/26/2018 | | 9.00% (L+8.00%, Floor 1.00%) | 2/26/2023 | | 17,817 | | 17,738 | | 17,817 | |||||||||||||||
| | | Member Units | (8) | 2/26/2018 | 4,347 | | | | | | 11,440 | | 24,140 | |||||||||||||||
| | | Member Units | (8) (30) | 11/2/2018 | 1,047,146 | | | | | | 1,322 | | 1,540 | |||||||||||||||
| | | | | | | | | | | | 30,500 | | 43,497 | |||||||||||||||
Charps, LLC | | Pipeline Maintenance and Construction | | | | | | | | | | | | | |||||||||||||||
| | | Unsecured Debt | | 8/26/2020 | | 10.00% | 1/31/2024 | | 5,694 | | 4,599 | | 5,694 | |||||||||||||||
| | | Preferred Member Units | (8) | 2/3/2017 | 1,829 | | | | | | 1,963 | | 13,990 | |||||||||||||||
| | | | | | | | | | | | 6,562 | | 19,684 | |||||||||||||||
Clad-Rex Steel, LLC | | Specialty Manufacturer of Vinyl-Clad Metal | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 12/20/2016 | | 10.50% (L+9.50%, Floor 1.00%) | 1/15/2024 | | 10,480 | | 10,401 | | 10,401 | |||||||||||||||
| | | Member Units | (8) | 12/20/2016 | 717 | | | | | | 7,280 | | 10,250 | |||||||||||||||
| | | Secured Debt | | 12/20/2016 | | 10.00% | 12/20/2036 | | 1,081 | | 1,071 | | 1,071 | |||||||||||||||
| | | Member Units | (30) | 12/20/2016 | 800 | | | | | | 210 | | 530 | |||||||||||||||
| | | | | | | | | | | | 18,962 | | 22,252 | |||||||||||||||
CMS Minerals Investments | | Oil & Gas Exploration & Production | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) (30) | 4/1/2016 | 100 | | | | | | 1,838 | | 1,974 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Cody Pools, Inc. | | Designer of Residential and Commercial Pools | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 3/6/2020 | | 12.25% (L+10.50%, Floor 1.75%) | 12/17/2026 | | 42,497 | | 42,117 | | 42,484 | |||||||||||||||
| | | Preferred Member Units | (8) (30) | 3/6/2020 | 587 | | | | | | 8,317 | | 47,640 | |||||||||||||||
| | | | | | | | | | | | 50,434 | | 90,124 | |||||||||||||||
Colonial Electric Company LLC | | Provider of Electrical Contracting Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 3/31/2021 | | 12.00% | 3/31/2026 | | 24,570 | | 24,351 | | 24,351 | |||||||||||||||
| | | Preferred Member Units | (8) | 3/31/2021 | 17,280 | | | | | | 7,680 | | 9,130 | |||||||||||||||
| | | | | | | | | | | | 32,031 | | 33,481 | |||||||||||||||
CompareNetworks Topco, LLC | | Internet Publishing and Web Search Portals | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 1/29/2019 | | 10.00% (L+9.00%, Floor 1.00%) | 1/29/2024 | | 6,477 | | 6,452 | | 6,477 | |||||||||||||||
| | | Preferred Member Units | (8) | 1/29/2019 | 1,975 | | | | | | 1,975 | | 12,000 | |||||||||||||||
| | | | | | | | | | | | 8,427 | | 18,477 | |||||||||||||||
Copper Trail Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | | |||||||||||||||
| | | LP Interests (CTMH, LP) | (31) | 7/17/2017 | 38.8% | | | | | | 710 | | 710 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Datacom, LLC | | Technology and Telecommunications Provider | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 3/31/2021 | | 5.00% | 12/31/2025 | | 8,892 | | 8,296 | | 7,668 | |||||||||||||||
| | | Preferred Member Units | | 3/31/2021 | 9,000 | | | | | | 2,610 | | 2,610 | |||||||||||||||
| | | | | | | | | | | | 10,906 | | 10,278 | |||||||||||||||
Digital Products Holdings LLC | | Designer and Distributor of Consumer Electronics | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 4/1/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 4/1/2023 | | 16,853 | | 16,801 | | 16,801 |
27
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Preferred Member Units | (8) | 4/1/2018 | 3,857 | | | | | | 9,501 | | 9,835 | |||||||||||||||
| | | | | | | | | | | | 26,302 | | 26,636 | |||||||||||||||
Direct Marketing Solutions, Inc. | | Provider of Omni-Channel Direct Marketing Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 2/13/2018 | | 12.00% (L+11.00%, Floor 1.00%) | 2/13/2024 | | 24,070 | | 23,911 | | 24,048 | |||||||||||||||
| | | Preferred Stock | (8) | 2/13/2018 | 8,400 | | | | | | 8,400 | | 18,350 | |||||||||||||||
| | | | | | | | | | | | 32,311 | | 42,398 | |||||||||||||||
Gamber-Johnson Holdings, LLC | | Manufacturer of Ruggedized Computer Mounting Systems | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 6/24/2016 | | 9.50% (L+7.50%, Floor 2.00%) | 1/1/2025 | | 21,598 | | 21,535 | | 21,598 | |||||||||||||||
| | | Member Units | (8) | 6/24/2016 | 9,042 | | | | | | 17,692 | | 49,700 | |||||||||||||||
| | | | | | | | | | | | 39,227 | | 71,298 | |||||||||||||||
Garreco, LLC | | Manufacturer and Supplier of Dental Products | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 7/15/2013 | | 9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%) | 7/31/2022 | | 4,196 | | 4,196 | | 4,196 | |||||||||||||||
| | | Member Units | (8) | 7/15/2013 | 1,200 | | | | | | 1,200 | | 2,270 | |||||||||||||||
| | | | | | | | | | | | 5,396 | | 6,466 | |||||||||||||||
GRT Rubber Technologies LLC | | Manufacturer of Engineered Rubber Products | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 12/19/2014 | | 8.10% (L+8.00%) | 10/29/2026 | | 38,885 | | 38,672 | | 38,885 | |||||||||||||||
| | | Member Units | (8) | 12/19/2014 | 5,879 | | | | | | 13,065 | | 46,190 | |||||||||||||||
| | | | | | | | | | | | 51,737 | | 85,075 | |||||||||||||||
Gulf Manufacturing, LLC | | Manufacturer of Specialty Fabricated Industrial Piping Products | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 8/31/2007 | 438 | | | | | | 2,980 | | 5,640 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Gulf Publishing Holdings, LLC | | Energy Industry Focused Media and Publishing | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) (17) (19) | 9/29/2017 | | 10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) | 9/30/2020 | | 257 | | 257 | | 257 | |||||||||||||||
| | | Secured Debt | (17) (19) | 4/29/2016 | | 12.50% (6.25% Cash, 6.25% PIK) | 4/29/2021 | | 13,565 | | 13,565 | | 9,717 | |||||||||||||||
| | | Member Units | | 4/29/2016 | 3,681 | | | | | | 3,681 | | - | |||||||||||||||
| | | | | | | | | | | | 17,503 | | 9,974 | |||||||||||||||
Harris Preston Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | | |||||||||||||||
| | | LP Interests (2717 MH, L.P.) | (31) | 10/1/2017 | 49.3% | | | | | | 2,703 | | 3,971 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Harrison Hydra-Gen, Ltd. | | Manufacturer of Hydraulic Generators | | | | | | | | | | | | | |||||||||||||||
| | | Common Stock | | 6/4/2010 | 107,456 | | | | | | 718 | | 3,530 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Jensen Jewelers of Idaho, LLC | | Retail Jewelry Store | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 11/14/2006 | | 10.00% (Prime+6.75%, Floor 2.00%) | 11/14/2023 | | 2,550 | | 2,536 | | 2,550 | |||||||||||||||
| | | Member Units | (8) | 11/14/2006 | 627 | | | | | | 811 | | 12,420 | |||||||||||||||
| | | | | | | | | | | | 3,347 | | 14,970 | |||||||||||||||
Johnson Downie Opco, LLC | | Executive Search Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 12/10/2021 | | 13.00% (L+11.50%, Floor 1.50%) | 12/10/2026 | | 11,475 | | 11,344 | | 11,344 | |||||||||||||||
| | | Preferred Equity | | 12/10/2021 | 3,150 | | | | | | 3,150 | | 3,150 | |||||||||||||||
| | | | | | | | | | | | 14,494 | | 14,494 | |||||||||||||||
KBK Industries, LLC | | Manufacturer of Specialty Oilfield and Industrial Products | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 1/23/2006 | 325 | | | | | | 783 | | 13,620 | |||||||||||||||
| | | | | | | | | | | | | | |
28
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kickhaefer Manufacturing Company, LLC | | Precision Metal Parts Manufacturing | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 10/31/2018 | | 11.50% | 10/31/2023 | | 20,415 | | 20,324 | | 20,324 | |||||||||||||||
| | | Member Units | | 10/31/2018 | 581 | | | | | | 12,240 | | 12,310 | |||||||||||||||
| | | Secured Debt | | 10/31/2018 | | 9.00% | 10/31/2048 | | 3,915 | | 3,876 | | 3,876 | |||||||||||||||
| | | Member Units | (8) (30) | 10/31/2018 | 800 | | | | | | 992 | | 2,460 | |||||||||||||||
| | | | | | | | | | | | 37,432 | | 38,970 | |||||||||||||||
Market Force Information, LLC | | Provider of Customer Experience Management Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 7/28/2017 | | 12.00% (L+11.00%, Floor 1.00%) | 7/28/2023 | | 3,400 | | 3,400 | | 3,400 | |||||||||||||||
| | | Secured Debt | (14) (19) | 7/28/2017 | | 12.00% PIK | 7/28/2023 | | 26,079 | | 25,952 | | 8,936 | |||||||||||||||
| | | Member Units | | 7/28/2017 | 743,921 | | | | | | 16,642 | | - | |||||||||||||||
| | | | | | | | | | | | 45,994 | | 12,336 | |||||||||||||||
MH Corbin Holding LLC | | Manufacturer and Distributor of Traffic Safety Products | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 8/31/2015 | | 13.00% | 3/31/2022 | | 8,250 | | 8,241 | | 5,934 | |||||||||||||||
| | | Preferred Member Units | | 3/15/2019 | 66,000 | | | | | | 4,400 | | - | |||||||||||||||
| | | Preferred Member Units | | 9/1/2015 | 4,000 | | | | | | 6,000 | | - | |||||||||||||||
| | | | | | | | | | | | 18,641 | | 5,934 | |||||||||||||||
MS Private Loan Fund I, LP | (12) (13) | Investment Partnership | | | | | | | | | | | | | |||||||||||||||
| | | Unsecured Debt | | 2/11/2021 | | 5.00% | 2/28/2022 | | 63,151 | | 63,151 | | 63,151 | |||||||||||||||
| | | LP Interests | (31) | 1/26/2021 | 12.1% | | | | | | 2,500 | | 2,581 | |||||||||||||||
| | | | | | | | | | | | 65,651 | | 65,732 | |||||||||||||||
MSC Adviser I, LLC | (16) | Third Party Investment Advisory Services | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 11/22/2013 | | | | | | | 29,500 | | 140,400 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Mystic Logistics Holdings, LLC | | Logistics and Distribution Services Provider for Large Volume Mailers | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 8/18/2014 | | 12.00% | 1/17/2022 | | 6,378 | | 6,377 | | 6,378 | |||||||||||||||
| | | Common Stock | (8) | 8/18/2014 | 5,873 | | | | | | 2,720 | | 8,840 | |||||||||||||||
| | | | | | | | | | | | 9,097 | | 15,218 | |||||||||||||||
NAPCO Precast, LLC | | Precast Concrete Manufacturing | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) | 1/31/2008 | 2,955 | | | | | | 2,975 | | 13,560 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Nebraska Vet AcquireCo, LLC | | Mixed-Animal Veterinary and Animal Health Product Provider | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 10,500 | | 10,412 | | 10,412 | |||||||||||||||
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 4,868 | | 4,829 | | 4,829 | |||||||||||||||
| | | Preferred Member Units | | 12/31/2020 | 6,987 | | | | | | 6,987 | | 7,700 | |||||||||||||||
| | | | | | | | | | | | 22,228 | | 22,941 | |||||||||||||||
NexRev LLC | | Provider of Energy Efficiency Products & Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 2/28/2018 | | 11.00% | 2/28/2023 | | 16,217 | | 16,173 | | 14,045 | |||||||||||||||
| | | Preferred Member Units | (8) | 2/28/2018 | 86,400,000 | | | | | | 6,880 | | 2,690 | |||||||||||||||
| | | | | | | | | | | | 23,053 | | 16,735 | |||||||||||||||
NRP Jones, LLC | | Manufacturer of Hoses, Fittings and Assemblies | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 12/21/2017 | | 12.00% | 3/20/2023 | | 2,080 | | 2,080 | | 2,080 | |||||||||||||||
| | | Member Units | (8) | 12/22/2011 | 65,962 | | | | | | 3,717 | | 6,440 | |||||||||||||||
| | | | | | | | | | | | 5,797 | | 8,520 | |||||||||||||||
NuStep, LLC | | Designer, Manufacturer and Distributor of Fitness Equipment | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 1/31/2017 | | 7.50% (L+6.50%, Floor 1.00%) | 1/31/2025 | | 1,720 | | 1,720 | | 1,720 | |||||||||||||||
| | | Secured Debt | | 1/31/2017 | | 11.00% | 1/31/2025 | | 17,240 | | 17,236 | | 17,240 | |||||||||||||||
| | | Preferred Member Units | | 1/31/2017 | 406 | | | | | | 10,200 | | 13,500 | |||||||||||||||
| | | | | | | | | | | | 29,156 | | 32,460 | |||||||||||||||
OMi Topco, LLC | | Manufacturer of Overhead Cranes | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 8/31/2021 | | 12.00% | 8/31/2026 | | 18,000 | | 17,831 | | 18,000 |
29
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Preferred Member Units | (8) | 4/1/2008 | 900 | | | | | | 1,080 | | 20,210 | |||||||||||||||
| | | | | | | | | | | | 18,911 | | 38,210 | |||||||||||||||
Orttech Holdings, LLC | | Distributor of Industrial Clutches, Brakes and Other Components | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 7/30/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 7/31/2026 | | 24,375 | | 24,151 | | 24,151 | |||||||||||||||
| | | Preferred Stock | (8) (30) | 7/30/2021 | 10,000 | | | | | | 10,000 | | 10,000 | |||||||||||||||
| | | | | | | | | | | | 34,151 | | 34,151 | |||||||||||||||
Pearl Meyer Topco LLC | | Provider of Executive Compensation Consulting Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 4/27/2020 | | 12.00% | 4/27/2025 | | 32,674 | | 32,438 | | 32,674 | |||||||||||||||
| | | Member Units | (8) | 4/27/2020 | 13,800 | | | | | | 13,000 | | 26,970 | |||||||||||||||
| | | | | | | | | | | | 45,438 | | 59,644 | |||||||||||||||
PPL RVs, Inc. | | Recreational Vehicle Dealer | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 10/31/2019 | | 7.50% (L+7.00%, Floor 0.50%) | 11/15/2022 | | 750 | | 726 | | 726 | |||||||||||||||
| | | Secured Debt | (9) | 11/15/2016 | | 7.50% (L+7.00%, Floor 0.50%) | 11/15/2022 | | 11,655 | | 11,655 | | 11,655 | |||||||||||||||
| | | Common Stock | (8) | 6/10/2010 | 2,000 | | | | | | 2,150 | | 14,360 | |||||||||||||||
| | | | | | | | | | | | 14,531 | | 26,741 | |||||||||||||||
Principle Environmental, LLC | | Noise Abatement Service Provider | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 2/1/2011 | | 13.00% | 11/15/2026 | | 1,473 | | 1,465 | | 1,465 | |||||||||||||||
| | | Secured Debt | | 7/1/2011 | | 13.00% | 11/15/2026 | | 5,924 | | 5,808 | | 5,808 | |||||||||||||||
| | | Preferred Member Units | | 2/1/2011 | 21,806 | | | | | | 5,709 | | 11,160 | |||||||||||||||
| | | Common Stock | | 1/27/2021 | 1,037 | | | | | | 1,200 | | 710 | |||||||||||||||
| | | | | | | | | | | | 14,182 | | 19,143 | |||||||||||||||
Quality Lease Service, LLC | | Provider of Rigsite Accommodation Unit Rentals and Related Services | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | | 6/8/2015 | 1,000 | | | | | | 9,213 | | 2,149 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
River Aggregates, LLC | | Processor of Construction Aggregates | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | (8) (30) | 12/20/2013 | 1,500 | | | | | | 369 | | 3,280 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Robbins Bros. Jewelry, Inc. | | Bridal Jewelry Retailer | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9) | 12/15/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 12/15/2026 | | 36,360 | | 35,956 | | 35,956 | |||||||||||||||
| | | Preferred Equity | | 12/15/2021 | 11,070 | | | | | | 11,070 | | 11,070 | |||||||||||||||
| | | | | | | | | | | | 47,026 | | 47,026 | |||||||||||||||
Tedder Industries, LLC | | Manufacturer of Firearm Holsters and Accessories | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 8/31/2018 | | 12.00% | 8/31/2022 | | 16,240 | | 16,181 | | 16,181 | |||||||||||||||
| | | Preferred Member Units | | 8/31/2018 | 505 | | | | | | 8,579 | | 8,579 | |||||||||||||||
| | | | | | | | | | | | 24,760 | | 24,760 | |||||||||||||||
Televerde, LLC | | Provider of Telemarketing and Data Services | | | | | | | | | | | | | |||||||||||||||
| | | Member Units | | 1/6/2011 | 460 | | | | | | 1,290 | | 7,280 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Trantech Radiator Topco, LLC | | Transformer Cooling Products and Services | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 5/31/2019 | | 12.00% | 5/31/2024 | | 8,720 | | 8,663 | | 8,712 | |||||||||||||||
| | | Common Stock | (8) | 5/31/2019 | 615 | | | | | | 4,655 | | 8,660 | |||||||||||||||
| | | | | | | | | | | | 13,318 | | 17,372 | |||||||||||||||
UnionRock Energy Fund II, LP | (12) (13) | Investment Partnership | | | | | | | | | | | | | |||||||||||||||
| | | LP Interests | (8) (31) | 6/15/2020 | 49.6% | | | | | | 3,828 | | 6,122 | |||||||||||||||
| | | | | | | | | | | | | | | |||||||||||||||
Vision Interests, Inc. | | Manufacturer / Installer of Commercial Signage | | | | | | | | | | | | | |||||||||||||||
| | | Series A Preferred Stock | | 12/23/2011 | 3,000,000 | | | | | | 3,000 | | 3,000 | |||||||||||||||
| | | | | | | | | | | | | | |
30
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
VVS Holdco LLC | | Omnichannel Retailer of Animal Health Products | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | (9)(30) | 12/1/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 12/1/2026 | | 1,200 | | 1,170 | | 1,169 | |||||||||||||||
| | | Secured Debt | (30) | 12/1/2021 | | 11.50% | 12/1/2026 | | 30,400 | | 30,100 | | 30,100 | |||||||||||||||
| | | Preferred Equity | (30) | 12/1/2021 | 11,840 | | | | | | 11,840 | | 11,840 | |||||||||||||||
| | | | | | | | | | | | 43,110 | | 43,109 | |||||||||||||||
Ziegler’s NYPD, LLC | | Casual Restaurant Group | | | | | | | | | | | | | |||||||||||||||
| | | Secured Debt | | 6/1/2015 | | 12.00% | 10/1/2022 | | 625 | | 625 | | 625 | |||||||||||||||
| | | Secured Debt | | 10/1/2008 | | 6.50% | 10/1/2022 | | 1,000 | | 1,000 | | 1,000 | |||||||||||||||
| | | Secured Debt | | 10/1/2008 | | 14.00% | 10/1/2022 | | 2,750 | | 2,750 | | 2,750 | |||||||||||||||
| | | Preferred Member Units | | 6/30/2015 | 10,072 | | | | | | 2,834 | | 2,130 | |||||||||||||||
| | | Warrants | (27) | 7/1/2015 | 587 | | 10/1/2025 | | | | 600 | | - | |||||||||||||||
| | | | | | | | | | | | 7,809 | | 6,505 | |||||||||||||||
Subtotal Control Investments (83.3% of net assets at fair value) | | | | | | | | | | | $ | 1,107,597 | $ | 1,489,257 |
31
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Affiliate Investments (6) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
AAC Holdings, Inc. | (11) | Substance Abuse Treatment Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (19) | 12/11/2020 | | 18.00% (10.00% Cash, 8.00% PIK) | 6/25/2025 | $ | 10,202 | $ | 10,011 | $ | 9,794 |
| | | Common Stock | | 12/11/2020 | 593,928 | | | | | | 3,148 | | 2,079 |
| | | Warrants | (27) | 12/11/2020 | 554,353 | | 12/11/2025 | | | | - | | 1,940 |
| | | | | | | | | | | | 13,159 | | 13,813 |
AFG Capital Group, LLC | | Provider of Rent-to-Own Financing Solutions and Services | | | | | | | | | | | | |
| | | Secured Debt | | 4/25/2019 | | 10.00% | 5/25/2022 | | 144 | | 144 | | 144 |
| | | Preferred Member Units | (8) | 11/7/2014 | 186 | | | | | | 1,200 | | 7,740 |
| | | | | | | | | | | | 1,344 | | 7,884 |
ATX Networks Corp. | (11) | Provider of Radio Frequency Management Equipment | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/1/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 9/1/2026 | | 7,667 | | 7,092 | | 7,092 |
| | | Unsecured Debt | (19) | 9/1/2021 | | 10.00% PIK | 9/1/2028 | | 3,067 | | 1,963 | | 1,963 |
| | | Common Stock | | 9/1/2021 | 583 | | | | | | - | | - |
| | | | | | | | | | | | 9,055 | | 9,055 |
BBB Tank Services, LLC | | Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market | | | | | | | | | | | | |
| | | Unsecured Debt | (9) (17) | 4/8/2016 | | 12.00% (L+11.00%, Floor 1.00%) | 4/8/2021 | | 4,800 | | 4,800 | | 2,508 |
| | | Preferred Stock (non-voting) | (8) (19) | 12/17/2018 | | 15.00% PIK | | | | | 162 | | - |
| | | Member Units | | 4/8/2016 | 800,000 | | | | | | 800 | | - |
| | | | | | | | | | | | 5,762 | | 2,508 |
Boccella Precast Products LLC | | Manufacturer of Precast Hollow Core Concrete | | | | | | | | | | | | |
| | | Secured Debt | | 9/23/2021 | | 10.00% | 2/28/2027 | | 320 | | 320 | | 320 |
| | | Member Units | (8) | 6/30/2017 | 2,160,000 | | | | | | 2,256 | | 4,830 |
| | | | | | | | | | | | 2,576 | | 5,150 |
Brightwood Capital Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Brightwood Capital Fund V, LP) | (31) | 7/12/2021 | 15.8% | | | | | | 1,000 | | 1,000 |
| | | | | | | | | | | | | | |
Buca C, LLC | | Casual Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | (9) (17) | 6/30/2015 | | 10.25% (L+9.25%, Floor 1.00%) | 6/30/2020 | | 19,491 | | 19,491 | | 14,370 |
| | | Preferred Member Units | (19) | 6/30/2015 | 6 | 6.00% PIK | | | | | 4,770 | | - |
| | | | | | | | | | | | 24,261 | | 14,370 |
Career Team Holdings, LLC | | Provider of Workforce Training and Career Development Services | | | | | | | | | | | | |
| | | Secured Debt | | 12/17/2021 | | 12.50% | 12/17/2026 | | 20,250 | | 20,050 | | 20,050 |
| | | Class A Common Units | | 12/17/2021 | 450,000 | | | | | | 4,500 | | 4,500 |
| | | | | | | | | | | | 24,550 | | 24,550 |
Chandler Signs Holdings, LLC | (10) | Sign Manufacturer | | | | | | | | | | | | |
| | | Class A Units | | 1/4/2016 | 1,500,000 | | | | | | 1,500 | | 460 |
| | | | | | | | | | | | | | |
Classic H&G Holdings, LLC | | Provider of Engineered Packaging Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/12/2020 | | 7.00% (L+6.00%, | 3/12/2025 | | 4,000 | | 4,000 | | 4,000 |
32
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Floor 1.00%) | ||||||||||||||
| | | Secured Debt | | 3/12/2020 | | 8.00% | 3/12/2025 | | 19,274 | | 19,139 | | 19,274 |
| | | Preferred Member Units | (8) | 3/12/2020 | 154 | | | | | | 5,760 | | 15,260 |
| | | | | | | | | | | | 28,899 | | 38,534 |
Congruent Credit Opportunities Funds | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Congruent Credit Opportunities Fund | (8) (31) | 2/4/2015 | 17.4% | | | | | | 10,256 | | 9,959 |
| | | | | | | | | | | | | | |
DMA Industries, LLC | | Distributor of aftermarket ride control products | | | | | | | | | | | | |
| | | Secured Debt | | 11/19/2021 | | 12.00% | 11/19/2026 | | 21,200 | | 20,993 | | 20,993 |
| | | Preferred Equity | | 11/19/2021 | 5,944 | | | | | | 5,944 | | 5,944 |
| | | | | | | | | | | | 26,937 | | 26,937 |
Dos Rios Partners | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Dos Rios Partners, LP) | (31) | 4/25/2013 | 20.2% | | | | | | 6,605 | | 10,329 |
| | | LP Interests (Dos Rios Partners - A, LP) | (31) | 4/25/2013 | 6.4% | | | | | | 2,097 | | 3,280 |
| | | | | | | | | | | | 8,702 | | 13,609 |
Dos Rios Stone Products LLC | (10) | Limestone and Sandstone Dimension Cut Stone Mining Quarries | | | | | | | | | | | | |
| | | Class A Preferred Units | (30) | 6/27/2016 | 2,000,000 | | | | | | 2,000 | | 640 |
| | | | | | | | | | | | | | |
EIG Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (EIG Global Private Debt Fund-A, L.P.) | (8) (31) | 11/6/2015 | 5,000,000 | | | | | | 594 | | 547 |
| | | | | | | | | | | | | | |
Flame King Holdings, LLC | | Propane Tank and Accessories Distributor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/29/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 10/31/2026 | | 6,400 | | 6,324 | | 6,324 |
| | | Secured Debt | (9) | 10/29/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 10/31/2026 | | 21,200 | | 20,996 | | 20,996 |
| | | Preferred Equity | | 10/29/2021 | 9,360 | | | | | | 10,400 | | 10,400 |
| | | | | | | | | | | | 37,720 | | 37,720 |
Freeport Financial Funds | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Freeport Financial SBIC Fund LP) | (31) | 3/23/2015 | 9.3% | | | | | | 5,974 | | 6,078 |
| | | LP Interests (Freeport First Lien Loan Fund III LP) | (8) (31) | 7/31/2015 | 6.0% | | | | | | 7,629 | | 7,231 |
| | | | | | | | | | | | 13,603 | | 13,309 |
GFG Group, LLC. | | Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 12.00% | 3/31/2026 | | 12,545 | | 12,435 | | 12,545 |
| | | Preferred Member Units | (8) | 3/31/2021 | 226 | | | | | | 4,900 | | 6,990 |
| | | | | | | | | | | | 17,335 | | 19,535 |
Harris Preston Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (HPEP 3, L.P.) | (31) | 8/9/2017 | 8.2% | | | | | | 3,193 | | 4,712 |
| | | | | | | | | | | | | | |
Hawk Ridge Systems, LLC | (13) | Value-Added Reseller of | | | | | | | | | | | | |
33
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Engineering Design and Manufacturing Solutions | ||||||||||||||
| | | Secured Debt | (9) | 12/2/2016 | | 7.00% (L+6.00%, Floor 1.00%) | 1/15/2026 | | 2,585 | | 2,585 | | 2,585 |
| | | Secured Debt | | 12/2/2016 | | 8.00% | 1/15/2026 | | 34,800 | | 34,672 | | 34,800 |
| | | Preferred Member Units | (8) | 12/2/2016 | 226 | | | | | | 2,850 | | 14,680 |
| | | Preferred Member Units | (30) | 12/2/2016 | 226 | | | | | | 150 | | 770 |
| | | | | | | | | | | | 40,257 | | 52,835 |
Houston Plating and Coatings, LLC | | Provider of Plating and Industrial Coating Services | | | | | | | | | | | | |
| | | Unsecured Convertible Debt | | 5/1/2017 | | 8.00% | 5/1/2022 | | 3,000 | | 3,000 | | 2,960 |
| | | Member Units | (8) | 1/8/2003 | 322,297 | | | | | | 2,352 | | 3,210 |
| | | | | | | | | | | | 5,352 | | 6,170 |
I-45 SLF LLC | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | Member Units (Fully diluted 20.0%; 24.40% profits | (8) | 10/20/2015 | | | | | | | 19,000 | | 14,387 |
| | | | | | | | | | | | | | |
Iron-Main Investments, LLC | | Consumer Reporting Agency Providing Employment Background Checks and Drug Testing | | | | | | | | | | | | |
| | | Secured Debt | | 8/3/2021 | | 13.00% | 8/1/2026 | | 4,600 | | 4,557 | | 4,557 |
| | | Secured Debt | | 9/1/2021 | | 12.50% | 9/1/2026 | | 3,200 | | 3,170 | | 3,170 |
| | | Secured Debt | | 8/3/2021 | | 12.50% | 11/30/2026 | | 20,000 | | 19,805 | | 19,805 |
| | | Secured Debt | (19) | 8/3/2021 | | 12.50% PIK | 3/31/2022 | | 8,944 | | 8,944 | | 8,944 |
| | | Common Stock | | 8/3/2021 | 179,778 | | | | | | 1,798 | | 1,798 |
| | | | | | | | | | | | 38,274 | | 38,274 |
L.F. Manufacturing Holdings, LLC | (10) | Manufacturer of Fiberglass Products | | | | | | | | | | | | |
| | | Preferred Member Units (non-voting) | (8) (19) | 1/1/2019 | | 14.00% PIK | | | | | 107 | | 107 |
| | | Member Units | | 12/23/2013 | 2,179,001 | | | | | | 2,019 | | 2,557 |
| | | | | | | | | | | | 2,126 | | 2,664 |
OnAsset Intelligence, Inc. | | Provider of Transportation Monitoring / Tracking Products and Services | | | | | | | | | | | | |
| | | Secured Debt | (19) | 5/20/2014 | | 12.00% PIK | 12/31/2022 | | 935 | | 935 | | 935 |
| | | Secured Debt | (19) | 3/21/2014 | | 12.00% PIK | 12/31/2022 | | 954 | | 954 | | 954 |
| | | Secured Debt | (19) | 5/10/2013 | | 12.00% PIK | 12/31/2022 | | 2,055 | | 2,055 | | 2,055 |
| | | Secured Debt | (19) | 4/18/2011 | | 12.00% PIK | 12/31/2022 | | 4,286 | | 4,286 | | 4,286 |
| | | Unsecured Debt | (19) | 6/5/2017 | | 10.00% PIK | 12/31/2022 | | 192 | | 192 | | 192 |
| | | Preferred Stock | (19) | 4/18/2011 | 912 | 7.00% PIK | | | | | 1,981 | | - |
| | | Common Stock | | 4/15/2021 | 635 | | | | | | 830 | | - |
| | | Warrants | (27) | 4/18/2011 | 4,699 | | 5/10/2023 | | | | 1,089 | | - |
| | | | | | | | | | | | 12,322 | | 8,422 |
Oneliance, LLC | | Construction Cleaning Company | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/6/2021 | | 12.00% (L+11.00%, Floor 1.00%) | 8/6/2026 | | 5,600 | | 5,547 | | 5,547 |
| | | Preferred Stock | | 8/6/2021 | 1,056 | | | | | | 1,056 | | 1,056 |
| | | | | | | | | | | | 6,603 | | 6,603 |
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC) | | Provider of Rigsite Accommodation Unit Rentals and Related Services | | | | | | | | | | | | |
| | | Secured Debt | (14) (17) | 6/30/2015 | | 12.00% | 1/8/2018 | | 30,369 | | 29,865 | | - |
| | | Preferred Member Units | | 1/8/2013 | 250 | | | | | | 2,500 | | - |
| | | | | | | | | | | | 32,365 | | - |
SI East, LLC | | Rigid Industrial Packaging Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2018 | | 10.25% | 8/31/2023 | | 65,850 | | 65,738 | | 65,850 |
| | | Preferred Member Units | (8) | 8/31/2018 | 157 | | | | | | 1,218 | | 11,570 |
| | | | | | | | | | | | 66,956 | | 77,420 |
34
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Slick Innovations, LLC | | Text Message Marketing Platform | | | | | | | | | | | | |
| | | Secured Debt | | 9/13/2018 | | 13.00% | 9/13/2023 | | 5,320 | | 5,248 | | 5,320 |
| | | Common Stock | | 9/13/2018 | 70,000 | | | | | | 700 | | 1,510 |
| | | Warrants | (27) | 9/13/2018 | 18,084 | | 9/13/2028 | | | | 181 | | 400 |
| | | | | | | | | | | | 6,129 | | 7,230 |
Sonic Systems International, LLC | (10) | Nuclear Power Staffing Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/20/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 8/20/2026 | | 11,982 | | 11,757 | | 11,757 |
| | | Common Stock | | 8/20/2021 | 7,866 | | | | | | 1,070 | | 1,070 |
| | | | | | | | | | | | 12,827 | | 12,827 |
Superior Rigging & Erecting Co. | | Provider of Steel Erecting, Crane Rental & Rigging Services | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2020 | | 12.00% | 8/31/2025 | | 21,500 | | 21,332 | | 21,332 |
| | | Preferred Member Units | | 8/31/2020 | 1,571 | | | | | | 4,500 | | 4,500 |
| | | | | | | | | | | | 25,832 | | 25,832 |
The Affiliati Network, LLC | | Performance Marketing Solutions | | | | | | | | | | | | |
| | | Secured Debt | | 8/9/2021 | | 7.00% | 8/9/2026 | | 280 | | 262 | | 262 |
| | | Secured Debt | | 8/9/2021 | | 11.83% | 8/9/2026 | | 12,961 | | 12,834 | | 12,834 |
| | | Preferred Stock | (8) | 8/9/2021 | 1,280,000 | | | | | | 6,400 | | 6,400 |
| | | | | | | | | | | | 19,496 | | 19,496 |
UniTek Global Services, Inc. | (11) | Provider of Outsourced Infrastructure Services | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) | 10/15/2018 | | 8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) | 8/20/2024 | | 397 | | 396 | | 371 |
| | | Secured Debt | (9) (19) | 8/27/2018 | | 8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) | 8/20/2024 | | 1,986 | | 1,974 | | 1,852 |
| | | Secured Convertible Debt | (19) | 1/1/2021 | | 15.00% PIK | 2/20/2025 | | 1,197 | | 1,197 | | 2,375 |
| | | Preferred Stock | (8) (19) | 8/29/2019 | 1,133,102 | 20.00% PIK | | | | | 1,757 | | 2,833 |
| | | Preferred Stock | (19) | 8/21/2018 | 1,521,122 | 20.00% PIK | | | | | 2,188 | | 1,498 |
| | | Preferred Stock | (19) | 1/15/2015 | 4,336,866 | 13.50% PIK | | | | | 7,924 | | - |
| | | Preferred Stock | (19) | 6/30/2017 | 2,281,682 | 19.00% PIK | | | | | 3,667 | | - |
| | | Common Stock | | 4/1/2020 | 945,507 | | | | | | - | | - |
| | | | | | | | | | | | 19,103 | | 8,929 |
Universal Wellhead Services Holdings, LLC | (10) | Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry | | | | | | | | | | | | |
| | | Preferred Member Units | (19) (30) | 12/7/2016 | 716,949 | 14.00% PIK | | | | | 1,032 | | - |
| | | Member Units | (30) | 12/7/2016 | 4,000,000 | | | | | | 4,000 | | - |
| | | | | | | | | | | | 5,032 | | - |
Volusion, LLC | | Provider of Online Software-as-a-Service eCommerce Solutions | | | | | | | | | | | | |
| | | Secured Debt | (17) | 1/26/2015 | | 11.50% | 1/26/2020 | | 17,434 | | 17,434 | | 17,434 |
| | | Unsecured Convertible Debt | | 5/16/2018 | | 8.00% | 11/16/2023 | | 409 | | 409 | | 409 |
| | | Preferred Member Units | | 1/26/2015 | 4,876,670 | | | | | | 14,000 | | 5,990 |
| | | Warrants | (27) | 1/26/2015 | 1,831,355 | | 1/26/2025 | | | | 2,576 | | - |
| | | | | | | | | | | | 34,419 | | 23,833 |
Subtotal Affiliate Investments (30.7% of net assets at fair value) | | | | | | | | | | | $ | 578,539 | $ | 549,214 |
35
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Non-Control/Non-Affiliate Investments (7) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Acousti Engineering Company of Florida | (10) | Interior Subcontractor Providing Acoustical Walls and Ceilings | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/2/2020 | | 10.00% (L+8.50%, Floor 1.50%) | 11/2/2025 | $ | 12,111 | $ | 12,005 | $ | 12,111 |
| | | Secured Debt | (9) | 5/26/2021 | | 14.00% (L+12.50%, Floor 1.50%) | 11/2/2025 | | 850 | | 841 | | 850 |
| | | | | | | | | | | | 12,846 | | 12,961 |
ADS Tactical, Inc. | (11) | Value-Added Logistics and Supply Chain Provider to the Defense Industry | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/29/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 3/19/2026 | | 22,136 | | 21,734 | | 22,012 |
| | | | | | | | | | | | | | |
American Health Staffing Group, Inc. | (10) | Healthcare Temporary Staffing | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 11/19/2026 | | 7,067 | | 6,988 | | 6,988 |
| | | | | | | | | | | | | | |
American Nuts, LLC | (10) | Roaster, Mixer and Packager of Bulk Nuts and Seeds | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/21/2018 | | 9.00% (L+8.00%, Floor 1.00%) | 4/10/2025 | | 12,017 | | 11,854 | | 12,017 |
| | | | | | | | | | | | | | |
American Teleconferencing Services, Ltd. | (11) | Provider of Audio Conferencing and Video Collaboration Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) (17) | 9/17/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 9/9/2021 | | 2,980 | | 2,980 | | 89 |
| | | Secured Debt | (9) (14) | 5/19/2016 | | 7.50% (L+6.50%, Floor 1.00%) | 6/28/2023 | | 14,370 | | 13,706 | | 431 |
| | | | | | | | | | | | 16,686 | | 520 |
ArborWorks, LLC | (10) | Vegetation Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/9/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 11/9/2026 | | 32,605 | | 31,873 | | 31,873 |
| | | Common Equity | | 11/9/2021 | 234 | | | | | | 234 | | 234 |
| | | | | | | | | | | | 32,107 | | 32,107 |
Arrow International, Inc | (10) | Manufacturer and Distributor of Charitable Gaming Supplies | | | | | | | | | | | | |
| | | Secured Debt | (9) (23) | 12/21/2020 | | 9.18% (L+7.93%, Floor 1.25%) | 12/21/2025 | | 22,500 | | 22,300 | | 22,500 |
| | | | | | | | | | | | | | |
AVEX Aviation Holdings, LLC | (10) | Specialty Aircraft Dealer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/15/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 12/15/2026 | | 13,320 | | 13,005 | | 13,005 |
| | | Common Equity | | 12/15/2021 | 360 | | | | | | 360 | | 360 |
| | | | | | | | | | | | 13,365 | | 13,365 |
Berry Aviation, Inc. | (10) | Charter Airline Services | | | | | | | | | | | | |
| | | Secured Debt | (19) | 7/6/2018 | | 12.00% (10.50% Cash, 1.50% PIK) | 1/6/2024 | | 4,694 | | 4,674 | | 4,694 |
| | | Preferred Member Units | (8) (19) (30) | 11/12/2019 | 122,416 | 16.00% PIK | | | | | 168 | | 208 |
| | | Preferred Member Units | (19) (30) | 7/6/2018 | 1,548,387 | 8.00% PIK | | | | | 1,671 | | 2,487 |
| | | | | | | | | | | | 6,513 | | 7,389 |
Binswanger Enterprises, LLC | (10) | Glass Repair and Installation Service Provider | | | | | | | | | | | | |
36
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 3/10/2017 | | 9.50% (L+8.50%, Floor 1.00%) | 3/10/2023 | | 12,194 | | 12,107 | | 12,194 |
| | | Member Units | | 3/10/2017 | 1,050,000 | | | | | | 1,050 | | 730 |
| | | | | | | | | | | | 13,157 | | 12,924 |
Bluestem Brands, Inc. | (11) | Multi-Channel Retailer of General Merchandise | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/28/2020 | | 10.00% (L+8.50%, Floor 1.50%) | 8/28/2025 | | 5,357 | | 5,357 | | 5,337 |
| | | Common Stock | (8) | 10/1/2020 | 723,184 | | | | | | 1 | | 1,515 |
| | | | | | | | | | | | 5,358 | | 6,852 |
Brainworks Software, LLC | (10) | Advertising Sales and Newspaper Circulation Software | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) (17) | 8/12/2014 | | 12.50% (Prime+9.25%, Floor 3.25%) | 7/22/2019 | | 7,817 | | 7,817 | | 4,201 |
| | | | | | | | | | | | | | |
Brightwood Capital Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (Brightwood Capital Fund III, LP) | (8) (31) | 7/21/2014 | 1.6% | | | | | | 7,200 | | 4,269 |
| | | LP Interests (Brightwood Capital Fund IV, LP) | (8) (31) | 10/26/2016 | 0.6% | | | | | | 4,350 | | 4,394 |
| | | | | | | | | | | | 11,550 | | 8,663 |
Burning Glass Intermediate Holding Company, Inc. | (10) | Provider of Skills-Based Labor Market Analytics | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/14/2021 | | 6.00% (L+5.00%, Floor 1.00%) | 6/10/2026 | | 465 | | 429 | | 429 |
| | | Secured Debt | (9) | 6/14/2021 | | 6.00% (L+5.00%, Floor 1.00%) | 6/10/2028 | | 20,134 | | 19,803 | | 19,985 |
| | | | | | | | | | | | 20,232 | | 20,414 |
Cadence Aerospace LLC | (10) | Aerostructure Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | (19) (35) | 11/14/2017 | | 9.28% Cash, 0.22% PIK | 11/14/2023 | | 28,540 | | 28,399 | | 26,767 |
| | | | | | | | | | | | | | |
CAI Software LLC | | Provider of Specialized Enterprise Resource Planning Software | | | | | | | | | | | | |
| | | Preferred Equity | | 12/13/2021 | 1,788,527 | | | | | | 1,789 | | 1,789 |
| | | Preferred Equity | | 12/13/2021 | 596,176 | | | | | | - | | - |
| | | | | | | | | | | | 1,789 | | 1,789 |
Camin Cargo Control, Inc. | (11) | Provider of Mission Critical Inspection, Testing and Fuel Treatment Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/14/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 6/4/2026 | | 15,920 | | 15,775 | | 15,840 |
| | | | | | | | | | | | | | |
Cenveo Corporation | (11) | Provider of Digital Marketing Agency Services | | | | | | | | | | | | |
| | | Common Stock | | 9/7/2018 | 322,907 | | | | | | 6,183 | | 2,852 |
| | | | | | | | | | | | | | |
Chisholm Energy Holdings, LLC | (10) | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/15/2019 | | 7.75% (L+6.25%, Floor 1.50%) | 5/15/2026 | | 2,857 | | 2,804 | | 2,663 |
| | | | | | | | | | | | | | |
Clarius BIGS, LLC | (10) | Prints & Advertising Film Financing | | | | | | | | | | | | |
| | | Secured Debt | (14) (17) (19) | 9/23/2014 | | 15.00% PIK | 1/5/2015 | | 2,756 | | 2,756 | | 33 |
| | | | | | | | | | | | | | |
Computer Data Source, LLC | (10) | Third Party Maintenance Provider to the Data Center Ecosystem | | | | | | | | | | | | |
37
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 8/6/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 8/6/2026 | | 21,681 | | 21,234 | | 21,234 |
| | | | | | | | | | | | | | |
Construction Supply Investments, LLC | (10) | Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors | | | | | | | | | | | | |
| | | Member Units | (8) | 12/29/2016 | 861,618 | | | | | | 3,335 | | 14,640 |
| | | | | | | | | | | | | | |
Darr Equipment LP | (10) | Heavy Equipment Dealer | | | | | | | | | | | | |
| | | Secured Debt | (19) | 12/26/2017 | | 12.50% (11.50% Cash, 1.00% PIK) | 6/22/2023 | | 4,685 | | 4,685 | | 4,227 |
| | | Warrants | (29) | 4/15/2014 | 915,734 | | 12/23/2023 | | | | 474 | | 160 |
| | | | | | | | | | | | 5,159 | | 4,387 |
DTE Enterprises, LLC | (10) | Industrial Powertrain Repair and Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/13/2018 | | 9.50% (L+8.00%, Floor 1.50%) | 4/13/2023 | | 9,324 | | 9,259 | | 8,884 |
| | | Class AA Preferred Member Units (non-voting) | (8) (19) | 4/13/2018 | | 10.00% PIK | | | | | 1,051 | | 1,051 |
| | | Class A Preferred Member Units | (19) | 4/13/2018 | 776,316 | 8.00% PIK | | | | | 776 | | 320 |
| | | | | | | | | | | | 11,086 | | 10,255 |
Dynamic Communities, LLC | (10) | Developer of Business Events and Online Community Groups | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/17/2018 | | 9.50% (L+8.50%, Floor 1.00%) | 7/17/2023 | | 5,681 | | 5,638 | | 5,569 |
| | | | | | | | | | | | | | |
Eastern Wholesale Fence LLC | (10) | Manufacturer and Distributor of Residential and Commercial Fencing Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2020 | | 8.00%, (L+7.00%, Floor 1.00%) | 10/30/2025 | | 31,810 | | 31,238 | | 31,810 |
| | | | | | | | | | | | | | |
EnCap Energy Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (EnCap Energy Capital Fund VIII, L.P.) | (8) (31) | 1/22/2015 | 0.1% | | | | | | 3,745 | | 1,599 |
| | | LP Interests (EnCap Energy Capital Fund VIII Co- | (31) | 1/21/2015 | 0.4% | | | | | | 2,097 | | 777 |
| | | LP Interests (EnCap Energy Capital Fund IX, L.P.) | (8) (31) | 1/22/2015 | 0.1% | | | | | | 4,047 | | 2,284 |
| | | LP Interests (EnCap Energy Capital Fund X, L.P.) | (8) (31) | 3/25/2015 | 0.1% | | | | | | 8,443 | | 8,276 |
| | | LP Interests (EnCap Flatrock Midstream Fund II, L.P.) | (31) | 3/30/2015 | 0.8% | | | | | | 6,582 | | 2,796 |
| | | LP Interests (EnCap Flatrock Midstream Fund III, L.P.) | (8) (31) | 3/27/2015 | 0.2% | | | | | | 6,082 | | 5,064 |
| | | | | | | | | | | | 30,996 | | 20,796 |
EPIC Y-Grade Services, LP | (11) | NGL Transportation & Storage | | | | | | | | | | | | |
38
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 6/22/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 6/30/2027 | | 6,892 | | 6,819 | | 5,862 |
| | | | | | | | | | | | | | |
Event Holdco, LLC | (10) | Event and Learning Management Software for Healthcare Organizations and Systems | | | | | | | | | | | | |
| | | Secured Debt | (9)(30) | 12/22/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 12/22/2026 | | 51,692 | | 51,135 | | 51,135 |
| | | | | | | | | | | | | | |
Flip Electronics LLC | (10) | Distributor of Hard-to-Find and Obsolete Electronic Components | | | | | | | | | | | | |
| | | Secured Debt | (9) (33) | 1/4/2021 | | 9.09% (L+8.09%, Floor 1.00%) | 1/2/2026 | | 5,400 | | 5,304 | | 5,287 |
| | | | | | | | | | | | | | |
Fortna Acquisition Co., Inc. | (10) | Process, Physical Distribution and Logistics Consulting Services | | | | | | | | | | | | |
| | | Secured Debt | | 7/23/2019 | | 5.09% (L+5.00%) | 4/8/2025 | | 7,595 | | 7,525 | | 7,595 |
| | | | | | | | | | | | | | |
Fuse, LLC | (11) | Cable Networks Operator | | | | | | | | | | | | |
| | | Secured Debt | | 6/30/2019 | | 12.00% | 6/28/2024 | | 1,810 | | 1,810 | | 1,672 |
| | | Common Stock | | 6/30/2019 | 10,429 | | | | | | 256 | | - |
| | | | | | | | | | | | 2,066 | | 1,672 |
GeoStabilization International (GSI) | (11) | Geohazard Engineering Services & Maintenance | | | | | | | | | | | | |
| | | Secured Debt | | 1/2/2019 | | 5.35% (L+5.25%) | 12/19/2025 | | 20,710 | | 20,615 | | 20,606 |
| | | | | | | | | | | | | | |
GoWireless Holdings, Inc. | (11) | Provider of Wireless Telecommunications Carrier Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/10/2018 | | 7.50% (L+6.50%, Floor 1.00%) | 12/22/2024 | | 18,534 | | 18,440 | | 18,576 |
| | | | | | | | | | | | | | |
Grupo Hima San Pablo, Inc. | (11) | Tertiary Care Hospitals | | | | | | | | | | | | |
| | | Secured Debt | (9) (14) (17) | 3/7/2013 | | 9.25% (L+7.00%, Floor 1.50%) | 4/30/2019 | | 4,504 | | 4,504 | | 1,269 |
| | | Secured Debt | (14) (17) | 3/7/2013 | | 13.75% | 10/15/2018 | | 2,055 | | 2,040 | | 49 |
| | | Secured Debt | (17) | 3/7/2013 | | 12.00% | 12/24/2021 | | 147 | | 147 | | 147 |
| | | | | | | | | | | | 6,691 | | 1,465 |
GS HVAM Intermediate, LLC | (10) | Specialized Food Distributor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/18/2019 | | 6.75% (L+5.75%, Floor 1.00%) | 10/2/2024 | | 13,243 | | 13,167 | | 13,243 |
| | | | | | | | | | | | | | |
GS Operating, LLC | (10) | Distributor of Industrial and Specialty Parts | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/24/2020 | | 8.00% (L+6.50%, Floor 1.50%) | 2/24/2025 | | 28,451 | | 28,068 | | 28,451 |
| | | | | | | | | | | | | | |
HDC/HW Intermediate Holdings | (10) | Managed Services and Hosting Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/21/2018 | | 8.50% (L+7.50%, Floor 1.00%) | 12/21/2023 | | 3,449 | | 3,419 | | 3,059 |
| | | | | | | | | | | | | | |
Heartland Dental, LLC | (10) | Dental Support Organization | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/9/2020 | | 7.50% (L+6.50%, Floor 1.00%) | 4/30/2025 | | 14,813 | | 14,477 | | 14,887 |
| | | | | | | | | | | | | | |
HOWLCO LLC | (11) (13) (21) | Provider of Accounting and Business Development | | | | | | | | | | | | |
39
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Software to Real Estate End Markets | ||||||||||||||
| | | Secured Debt | (9) | 8/19/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 10/23/2026 | | 25,546 | | 25,546 | | 25,546 |
| | | | | | | | | | | | | | |
Hybrid Promotions, LLC | (10) | Wholesaler of Licensed, Branded and Private Label Apparel | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/30/2021 | | 9.25% (L+8.25%, Floor 1.00%) | 6/30/2026 | | 7,088 | | 6,957 | | 7,028 |
| | | | | | | | | | | | | | |
IG Parent Corporation | (11) | Software Engineering | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/30/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 7/30/2026 | | 9,591 | | 9,419 | | 9,419 |
| | | | | | | | | | | | | | |
Implus Footcare, LLC | (10) | Provider of Footwear and Related Accessories | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/1/2017 | | 8.75% (L+7.75%, Floor 1.00%) | 4/30/2024 | | 18,702 | | 18,471 | | 17,743 |
| | | | | | | | | | | | | | |
Independent Pet Partners Intermediate Holdings, LLC | (10) | Omnichannel Retailer of Specialty Pet Products | | | | | | | | | | | | |
| | | Secured Debt | (36) | 8/20/2020 | | 7.20% | 12/22/2022 | | 6,563 | | 6,563 | | 6,563 |
| | | Secured Debt | (19) | 12/10/2020 | | 6.00% PIK | 11/20/2023 | | 17,891 | | 16,861 | | 16,861 |
| | | Preferred Stock (non-voting) | (19) | 12/10/2020 | | 6.00% PIK | | | | | 3,235 | | 4,329 |
| | | Preferred Stock (non-voting) | | 12/10/2020 | | | | | | | - | | - |
| | | Member Units | | 11/20/2018 | 1,558,333 | | | | | | 1,558 | | - |
| | | | | | | | | | | | 28,217 | | 27,753 |
Industrial Services Acquisition, LLC | (10) | Industrial Cleaning Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/13/2021 | | 7.75% (L+6.75%, Floor 1.00%) | 8/13/2026 | | 19,897 | | 19,490 | | 19,490 |
| | | Preferred Member Units | (8) (19) (30) | 1/31/2018 | 144 | 10.00% PIK | | | | | 120 | | 164 |
| | | Preferred Member Units | (8) (19) (30) | 5/17/2019 | 80 | 20.00% PIK | | | | | 81 | | 99 |
| | | Member Units | (30) | 6/17/2016 | 900 | | | | | | 900 | | 730 |
| | | | | | | | | | | | 20,591 | | 20,483 |
Infolinks Media Buyco, LLC | (10) | Exclusive Placement Provider to the Advertising Ecosystem | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/1/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 11/1/2026 | | 8,680 | | 8,487 | | 8,487 |
| | | | | | | | | | | | | | |
Interface Security Systems, L.L.C | (10) | Commercial Security & Alarm Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/9/2021 | | 11.75% (L+10.00%, Floor 1.75%) | 8/7/2023 | | 525 | | 525 | | 525 |
| | | Secured Debt | (9) (14) (19) | 8/7/2019 | | 9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%) | 8/7/2023 | | 7,313 | | 7,237 | | 5,233 |
| | | | | | | | | | | | 7,762 | | 5,758 |
Intermedia Holdings, Inc. | (11) | Unified Communications as a Service | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/3/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 7/19/2025 | | 20,627 | | 20,559 | | 20,527 |
| | | | | | | | | | | | | | |
Invincible Boat Company, LLC. | (10) | Manufacturer of Sport Fishing Boats | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/28/2019 | | 8.00% (L+6.50%, Floor 1.50%) | 8/28/2025 | | 17,510 | | 17,354 | | 17,510 |
| | | | | | | | | | | | | | |
INW Manufacturing, LLC | (11) | Manufacturer of Nutrition and Wellness Products | | | | | | | | | | | | |
40
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 5/19/2021 | | 6.50% (L+5.75%, Floor 0.75%) | 3/25/2027 | | 7,406 | | 7,205 | | 7,258 |
| | | | | | | | | | | | | | |
Isagenix International, LLC | (11) | Direct Marketer of Health & Wellness Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/21/2018 | | 6.75% (L+5.75%, Floor 1.00%) | 6/14/2025 | | 5,158 | | 5,135 | | 3,865 |
| | | | | | | | | | | | | | |
Jackmont Hospitality, Inc. | (10) | Franchisee of Casual Dining Restaurants | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/26/2015 | | 8.00% (L+7.00%, Floor 1.00%) | 11/4/2024 | | 2,100 | | 2,100 | | 2,100 |
| | | Preferred Equity | | 11/8/2021 | 2,826,667 | | | | | | 314 | | 314 |
| | | | | | | | | | | | 2,414 | | 2,414 |
Joerns Healthcare, LLC | (11) | Manufacturer and Distributor of Health Care Equipment & Supplies | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/21/2019 | | 7.00% (L+6.00%, Floor 1.00%) | 8/21/2024 | | 4,034 | | 3,989 | | 3,658 |
| | | Secured Debt | (19) | 11/15/2021 | | 15.00% PIK | 11/8/2022 | | 1,000 | | 1,004 | | 1,004 |
| | | Common Stock | | 8/21/2019 | 472,579 | | | | | | 4,429 | | - |
| | | | | | | | | | | | 9,422 | | 4,662 |
JTI Electrical & Mechanical, LLC | (10) | Electrical, Mechanical and Automation Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/22/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 12/22/2026 | | 37,895 | | 36,972 | | 36,972 |
| | | Common Equity | | 12/22/2021 | 1,684,211 | | | | | | 1,684 | | 1,684 |
| | | | | | | | | | | | 38,656 | | 38,656 |
Klein Hersh, LLC | (10) | Executive and C-Suite Placement for the Life Sciences and Healthcare Industries | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/13/2020 | | 7.75% (L+7.00%, Floor 0.75%) | 11/13/2025 | | 43,321 | | 42,342 | | 43,278 |
| | | | | | | | | | | | | | |
KMS, LLC | (10) | Wholesaler of Closeout and Value-priced Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/4/2021 | | 8.25% (L+7.25%, Floor 1.00%) | 10/4/2026 | | 7,581 | | 7,415 | | 7,415 |
| | | | | | | | | | | | | | |
Kore Wireless Group Inc. | (11) (13) | Mission Critical Software Platform | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2018 | | 5.72% (L+5.50%) | 12/20/2024 | | 11,415 | | 11,345 | | 11,400 |
| | | | | | | | | | | | | | |
Laredo Energy, LLC | (10) | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Member Units | | 5/4/2020 | 1,155,952 | | | | | | 11,560 | | 9,659 |
| | | | | | | | | | | | | | |
LaserAway Intermediate Holdings II, LLC | (11) | Aesthetic Dermatology Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/18/2021 | | 6.50% (L+5.75%, Floor 0.75%) | 10/14/2027 | | 4,130 | | 4,050 | | 4,115 |
| | | | | | | | | | | | | | |
Lightbox Holdings, L.P. | (11) | Provider of Commercial Real Estate Software | | | | | | | | | | | | |
| | | Secured Debt | | 5/23/2019 | | 5.22% (L+5.00%) | 5/9/2026 | | 14,625 | | 14,460 | | 14,442 |
| | | | | | | | | | | | | | |
LKCM Headwater Investments I, L.P. | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests | (8) (31) | 1/25/2013 | 2.3% | | | | | | 1,746 | | 2,541 |
| | | | | | | | | | | | | | |
LL Management, Inc. | (10) | Medical Transportation Service Provider | | | | | | | | | | | | |
41
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 5/2/2019 | | 8.25% (L+7.25%, Floor 1.00%) | 9/25/2023 | | 17,438 | | 17,309 | | 17,438 |
| | | | | | | | | | | | | | |
LLFlex, LLC | (10) | Provider of Metal-Based Laminates | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/16/2021 | | 10.00% (L+9.00%, Floor 1.00%) | 8/16/2026 | | 4,478 | | 4,382 | | 4,382 |
| | | | | | | | | | | | | | |
Logix Acquisition Company, LLC | (10) | Competitive Local Exchange Carrier | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/8/2018 | | 6.75% (L+5.75%, Floor 1.00%) | 12/22/2024 | | 25,850 | | 24,605 | | 24,428 |
| | | | | | | | | | | | | | |
Looking Glass Investments, LLC | (12) (13) | Specialty Consumer Finance | | | | | | | | | | | | |
| | | Member Units | | 7/1/2015 | 3 | | | | | | 125 | | 25 |
| | | | | | | | | | | | | | |
Mac Lean-Fogg Company | (10) | Manufacturer and Supplier for Auto and Power Markets | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/22/2019 | | 5.88% (L+5.25%, Floor 0.625%) | 12/22/2025 | | 17,080 | | 16,995 | | 17,080 |
| | | Preferred Stock | (19) | 10/1/2019 | | 13.75% (4.50% Cash, 9.25% PIK) | | | | | 1,920 | | 1,920 |
| | | | | | | | | | | | 18,915 | | 19,000 |
Mako Steel, LP | (10) | Self-Storage Design & Construction | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/15/2021 | | 8.00% (L+7.25%, Floor 0.75%) | 3/13/2026 | | 17,589 | | 17,267 | | 17,589 |
| | | | | | | | | | | | | | |
MB2 Dental Solutions, LLC | (11) | Dental Partnership Organization | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/28/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 1/29/2027 | | 11,682 | | 11,531 | | 11,682 |
| | | | | | | | | | | | | | |
Mills Fleet Farm Group, LLC | (10) | Omnichannel Retailer of Work, Farm and Lifestyle Merchandise | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/24/2018 | | 7.25% (L+6.25%, Floor 1.00%) | 10/24/2024 | | 17,781 | | 17,563 | | 17,781 |
| | | | | | | | | | | | | | |
NBG Acquisition Inc | (11) | Wholesaler of Home Décor Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/28/2017 | | 6.50% (L+5.50%, Floor 1.00%) | 4/26/2024 | | 3,987 | | 3,961 | | 2,758 |
| | | | | | | | | | | | | | |
NinjaTrader, LLC | (10) | Operator of Futures Trading Platform | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/18/2019 | | 7.25% (L+6.25%, Floor 1.00%) | 12/18/2024 | | 31,425 | | 30,837 | | 31,368 |
| | | | | | | | | | | | | | |
NNE Partners, LLC | (10) | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Secured Debt | (19) | 3/2/2017 | | 9.37% (4.87% Cash, 4.50% PIK) (4.50% PIK + L+4.75%) | 12/31/2023 | | 24,781 | | 24,709 | | 23,154 |
| | | | | | | | | | | | | | |
Northstar Group Services, Inc | (11) | Commercial & Industrial Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/1/2021 | | 6.50% (L+5.50%, Floor 1.00%) | 11/12/2026 | | 10,000 | | 9,952 | | 10,034 |
| | | | | | | | | | | | | | |
NTM Acquisition Corp. | (11) | Provider of B2B Travel Information Content | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) | 7/12/2016 | | 8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + | 6/7/2024 | | 4,598 | | 4,598 | | 4,552 |
42
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
L+6.25%, Floor 1.00%) | ||||||||||||||
| | | | | | | | | | | | | | |
NWN Corporation | (10) | Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/7/2021 | | 7.50% (L+6.50%, Floor 1.00%) | 5/7/2026 | | 42,972 | | 42,108 | | 42,323 |
| | | | | | | | | | | | | | |
Ospemifene Royalty Sub LLC | (10) | Estrogen-Deficiency Drug Manufacturer and Distributor | | | | | | | | | | | | |
| | | Secured Debt | (14) | 7/8/2013 | | 11.50% | 11/15/2026 | | 4,562 | | 4,562 | | 112 |
| | | | | | | | | | | | | | |
OVG Business Services, LLC | (10) | Venue Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/29/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 11/19/2028 | | 14,000 | | 13,861 | | 13,861 |
| | | | | | | | | | | | | | |
Project Eagle Holdings, LLC | (10) | Provider of Secure Business Collaboration Software | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/6/2020 | | 7.75% (L+6.75%, Floor 1.00%) | 7/6/2026 | | 29,738 | | 29,151 | | 29,714 |
| | | | | | | | | | | | | | |
PT Network, LLC | (10) | Provider of Outpatient Physical Therapy and Sports Medicine Services | | | | | | | | | | | | |
| | | Secured Debt | (9) (19) | 10/12/2017 | | 8.50% (6.50% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%) | 11/30/2023 | | 8,889 | | 8,889 | | 8,889 |
| | | Common Stock | | 1/1/2020 | 2 | | | | | | - | | 80 |
| | | | | | | | | | | | 8,889 | | 8,969 |
RA Outdoors LLC | (10) | Software Solutions Provider for Outdoor Activity Management | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/8/2021 | | 7.75% (L+6.75%, Floor 1.00%) | 4/8/2026 | | 19,374 | | 19,193 | | 18,352 |
| | | | | | | | | | | | | | |
Research Now Group, Inc. and Survey Sampling International, LLC | (11) | Provider of Outsourced Online Surveying | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/29/2017 | | 6.50% (L+5.50%, Floor 1.00%) | 12/20/2024 | | 20,124 | | 19,789 | | 19,899 |
| | | | | | | | | | | | | | |
RM Bidder, LLC | (10) | Scripted and Unscripted TV and Digital Programming Provider | | | | | | | | | | | | |
| | | Member Units | | 11/12/2015 | 2,779 | | | | | | 46 | | 26 |
| | | Warrants | (26) | 11/12/2015 | 187,161 | | 10/20/2025 | | | | 425 | | - |
| | | | | | | | | | | | 471 | | 26 |
Roof Opco, LLC | (10) | Residential Re-Roofing/Repair | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/27/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 8/27/2026 | | 2,800 | | 2,704 | | 2,704 |
| | | | | | | | | | | | | | |
RTIC Subsidiary Holdings, LLC | (10) | Direct-To-Consumer eCommerce Provider of Outdoor Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 9/1/2020 | | 9.00% (L+7.75%, Floor 1.25%) | 9/1/2025 | | 18,191 | | 17,997 | | 18,191 |
| | | | | | | | | | | | | | |
Rug Doctor, LLC. | (10) | Carpet Cleaning Products and Machinery | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/16/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 11/16/2024 | | 11,145 | | 10,902 | | 10,902 |
| | | | | | | | | | | | | | |
43
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Salient Partners L.P. | (11) | Provider of Asset Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/31/2018 | | 7.00% (L+6.00%, Floor 1.00%) | 10/30/2022 | | 6,251 | | 6,247 | | 4,063 |
| | | Secured Debt | (9) | 9/30/2021 | | 6.00% (L+5.00%, Floor 1.00%) | 10/30/2022 | | 1,250 | | 1,250 | | 2,435 |
| | | | | | | | | | | | 7,497 | | 6,498 |
Savers, Inc. | (11) | For-Profit Thrift Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/14/2021 | | 6.25% (L+5.50%, Floor 0.75%) | 4/26/2028 | | 11,400 | | 11,295 | | 11,386 |
| | | | | | | | | | | | | | |
SIB Holdings, LLC | (10) | Provider of Cost Reduction Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 10/29/2021 | | 7.00% (L+6.00%, Floor 1.00%) | 10/29/2026 | | 6,282 | | 6,134 | | 6,145 |
| | | Common Equity | | 10/29/2021 | 95,238 | | | | | | 200 | | 200 |
| | | | | | | | | | | | 6,334 | | 6,345 |
South Coast Terminals Holdings, LLC | (10) | Specialty Toll Chemical Manufacturer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/10/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 12/13/2026 | | 50,704 | | 49,589 | | 49,589 |
| | | Common Equity | | 12/10/2021 | 863,636 | | | | | | 864 | | 864 |
| | | | | | | | | | | | 50,453 | | 50,453 |
Staples Canada ULC | (10) (13) (21) | Office Supplies Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) (22) | 9/14/2017 | | 8.00% (L+7.00%, Floor 1.00%) | 9/12/2024 | | 16,116 | | 16,039 | | 15,620 |
| | | | | | | | | | | | | | |
Stellant Systems, Inc. | (11) | Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/0/1900 | | 6.25% (L+5.50%, Floor 0.75%) | 10/1/2028 | | 7,700 | | 7,625 | | 7,700 |
| | | | | | | | | | | | | | |
Student Resource Center, LLC | (10) | Higher Education Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/25/2021 | | 9.00% (L+8.00%, Floor 1.00%) | 6/25/2026 | | 10,969 | | 10,753 | | 10,826 |
| | | | | | | | | | | | | | |
Tacala Investment Corp. | (34) | Quick Service Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/19/2021 | | 4.25% (L+3.50%, Floor 0.75%) | 2/5/2027 | | 1,995 | | 1,995 | | 1,994 |
| | | | | | | | | | | | | | |
Team Public Choices, LLC | (11) | Home-Based Care Employment Service Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/22/2020 | | 6.00% (L+5.00%, Floor 1.00%) | 12/18/2027 | | 15,109 | | 14,778 | | 15,071 |
| | | | | | | | | | | | | | |
Tectonic Financial, LLC | | Financial Services Organization | | | | | | | | | | | | |
| | | Common Stock | (8) | 5/15/2017 | 200,000 | | | | | | 2,000 | | 4,650 |
| | | | | | | | | | | | | | |
Tex Tech Tennis, LLC | (10) | Sporting Goods & Textiles | | | | | | | | | | | | |
| | | Common Stock | (30) | 7/7/2021 | 1,000,000 | | | | | | 1,000 | | 1,000 |
| | | | | | | | | | | | | | |
U.S. TelePacific Corp. | (11) | Provider of Communications and Managed Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 5/17/2017 | | 7.00% (L+6.00%, Floor 1.00%) | 5/2/2023 | | 17,088 | | 16,985 | | 12,917 |
| | | | | | | | | | | | | | |
USA DeBusk LLC | (10) | Provider of Industrial Cleaning Services | | | | | | | | | | | | |
44
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Secured Debt | (9) | 10/22/2019 | | 6.75% (L+5.75%, Floor 1.00%) | 9/8/2026 | | 37,281 | | 36,510 | | 37,281 |
| | | | | | | | | | | | | | |
Veregy Consolidated, Inc. | (11) | Energy Service Company | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/9/2020 | | 6.25% (L+5.25, Floor 1.00%) | 11/3/2025 | | 5,875 | | 5,111 | | 5,111 |
| | | Secured Debt | (9) | 11/9/2020 | | 7.00% (L+6.00%, Floor 1.00%) | 11/3/2027 | | 14,888 | | 14,524 | | 14,925 |
| | | | | | | | | | | | 19,635 | | 20,036 |
Vida Capital, Inc | (11) | Alternative Asset Manager | | | | | | | | | | | | |
| | | Secured Debt | | 10/10/2019 | | 6.10% (L+6.00%) | 10/1/2026 | | 17,089 | | 16,905 | | 15,850 |
| | | | | | | | | | | | | | |
Vistar Media, Inc. | (10) | Operator of Digital Out-of-Home Advertising Platform | | | | | | | | | | | | |
| | | Preferred Stock | | 4/3/2019 | 70,207 | | | | | | 767 | | 1,726 |
| | | | | | | | | | | | | | |
VORTEQ Coil Finishers, LLC | (10) | Specialty Coating of Aluminum and Light-Gauge Steel | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/30/2021 | | 8.50% (L+7.50%, Floor 1.00%) | 11/30/2026 | | 25,962 | | 25,450 | | 25,450 |
| | | Common Equity | | 11/30/2021 | 1,038,462 | | | | | | 1,038 | | 1,038 |
| | | | | | | | | | | | 26,488 | | 26,488 |
Wahoo Fitness Acquisition L.L.C. | (11) | Fitness Training Equipment Provider | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/17/2021 | | 6.75% (L+5.75%, Floor 1.00%) | 8/12/2028 | | 15,000 | | 14,569 | | 14,916 |
| | | | | | | | | | | | | | |
Wall Street Prep, Inc. | (10) | Financial Training Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/19/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 7/19/2026 | | 4,373 | | 4,288 | | 4,285 |
| | | Common Stock | | 7/19/2021 | 400,000 | | | | | | 400 | | 400 |
| | | | | | | | | | | | 4,688 | | 4,685 |
Watterson Brands, LLC | (10) | Facility Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/17/2021 | | 7.25% (L+6.25%, Floor 1.00%) | 12/17/2026 | | 25,876 | | 25,267 | | 25,267 |
| | | | | | | | | | | | | | |
Winter Services LLC | (10) | Provider of Snow Removal and Ice Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/19/2021 | | 8.00% (L+7.00%, Floor 1.00%) | 11/19/2026 | | 10,278 | | 10,018 | | 10,061 |
| | | | | | | | | | | | | | |
Xenon Arc, Inc. | (10) | Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/17/2021 | | 6.75% (L+6.00%, Floor 0.75%) | 12/17/2026 | | 38,600 | | 37,423 | | 37,423 |
| | | | | | | | | | | | | | |
YS Garments, LLC | (11) | Designer and Provider of Branded Activewear | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/22/2018 | | 6.50% (L+5.50%, Floor 1.00%) | 8/9/2024 | | 13,034 | | 12,967 | | 12,578 |
Subtotal Non-Control/Non-Affiliate Investments (85.2% of net assets at fair value) | | | | | | | | | | | $ | 1,573,110 | $ | 1,523,360 |
Total Portfolio Investments, December 31, 2021 (199.2% of net assets at fair value) | | | | | | | | | | | $ | 3,259,246 | $ | 3,561,831 |
(1) | All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise |
45
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds. | |
(2) | Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted. |
(3) | See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies. |
(4) | Principal is net of repayments. Cost is net of repayments and accumulated unearned income. |
(5) | Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. |
(6) | Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments. |
(7) | Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments. |
(8) | Income producing through dividends or distributions. |
(9) | Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2021. As noted in this schedule, 67% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.06%. |
(10) | Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments. |
(11) | Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments. |
(12) | Other Portfolio investment. See Note C for a description of Other Portfolio investments. |
(13) | Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. |
(14) | Non-accrual and non-income producing investment. |
(15) | All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.” |
(16) | External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds. |
(17) | Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable. |
(18) | Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion. |
(19) | PIK interest income and cumulative dividend income represent income not paid currently in cash. |
(20) | All portfolio company headquarters are based in the United States, unless otherwise noted. |
(21) | Portfolio company headquarters are located outside of the United States. |
(22) | In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of December 31, 2021. |
(23) | The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate. |
(24) | Investment date represents the date of initial investment in the security position. |
(25) | Warrants are presented in equivalent shares with a strike price of $10.92 per share. |
(26) | Warrants are presented in equivalent units with a strike price of $14.28 per unit. |
(27) | Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit. |
(28) | Warrants are presented in equivalent shares with a strike price of $0.001 per share. |
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MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
December 31, 2021
(dollars in thousands)
(29) | Warrants are presented in equivalent units with a strike price of $1.50 per unit. |
(30) | Shares/Units represent ownership in an underlying Real Estate or HoldCo entity. |
(31) | Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated. |
(32) | Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status. |
(33) | The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.96% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate. |
(34) | Short-term portfolio investments. See Note C for a description of short-term portfolio investments. |
(35) | The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period. |
(36) | Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of December 31, 2021, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%. |
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MAIN STREET CAPITAL CORPORATION
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE A—ORGANIZATION AND BASIS OF PRESENTATION
1. Organization
Main Street Capital Corporation (“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its LMM investment strategy. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.
MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.
MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements.
MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.
MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.
Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.
2. Basis of Presentation
Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented
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herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street’s investments in LMM portfolio companies, investments in Private Loan (as defined in Note C) portfolio companies, investments in Middle Market portfolio companies, Other Portfolio (as defined in Note C) investments and the investment in the External Investment Manager (see “Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Investment Portfolio Composition” for additional discussion of Main Street’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations and cash flows for the three months ended March 31, 2022 and 2021, and financial position as of March 31, 2022 and December 31, 2021, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Principles of Consolidation
Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B.1., with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss).”
Portfolio Investment Classification
Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.
NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Valuation of the Investment Portfolio
Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and
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enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.
Main Street’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have been originated directly by Main Street or through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Private Loan investments are made in companies that are consistent with the size of companies Main Street invests in through its LMM portfolio and Middle Market portfolio. Main Street’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Private Loan portfolio investments or Middle Market portfolio investments, including investments which may be managed by third parties. Main Street’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.
LMM investments and Other Portfolio investments generally have no established trading market while Middle Market and short-term portfolio investments generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street’s Investment Portfolio.
For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a yield-to-maturity model (“Yield-to-Maturity”) for its LMM debt investments. For Middle Market and short-term portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.
These valuation approaches consider the value associated with Main Street’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.
Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent
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transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for Main Street’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.
Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.
Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to Main Street that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street’s ability to realize the full NAV of its interests in the investment fund.
Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification regarding the Company’s determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each LMM portfolio company at least once every calendar year, and for Main Street’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain
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instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at Main Street’s determination of fair value on its investments in a total of 19 LMM portfolio companies for the three months ended March 31, 2022, representing approximately 30% of the total LMM portfolio at fair value as of March 31, 2022, and on a total of 16 LMM portfolio companies for the three months ended March 31, 2021, representing approximately 26% of the total LMM portfolio at fair value as of March 31, 2021. Excluding its investments in LMM portfolio companies that, as of March 31, 2022 and 2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2022 and 2021 was 36% and 29% of the total LMM portfolio at fair value as of March 31, 2022 and 2021, respectively.
For valuation purposes, all of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.
In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company’s determinations of the fair value of its Private Loan portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in a total of 18 Private Loan portfolio companies for the three months ended March 31, 2022, representing approximately 26% of the total Private Loan portfolio at fair value as of March 31, 2022, and on a total of 11 Private Loan portfolio companies for the three months ended March 31, 2021, representing approximately 22% of the total Private Loan portfolio at fair value as of March 31, 2021. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2022 and 2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2022 and 2021 was 42% and 29% of the total Private Loan portfolio at fair value as of March 31, 2022 and 2021, respectively.
For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company generally consults on a limited basis with a financial advisory services firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (93% as of both March 31, 2022 and December 31, 2021) of the Middle Market
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portfolio investments are valued using third-party quotes or other independent pricing services, or are new investments that will be consulted on once they have been in the Investment Portfolio for at least twelve months subsequent to the initial investment.
For valuation purposes, all of Main Street’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.
For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street’s Other Portfolio investments comprised 2.8% and 4.7% of Main Street’s Investment Portfolio at fair value as of March 31, 2022 and December 31, 2021, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.
For valuation purposes, Main Street’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.
Due to the inherent uncertainty in the valuation process, Main Street’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.
Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Main Street’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of its executive officers to serve as the Board’s valuation designee. Main Street adopted the Valuation Procedures effective April 1, 2021. Main Street believes its Investment Portfolio as of March 31, 2022 and December 31, 2021 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.
2. Use of Estimates
The preparation of 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 financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street, pursuant to valuation policies and procedures approved and overseen by Main Street’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment
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Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.
The COVID-19 pandemic, and the related effect on the U.S. and global economies, has impacted, and threatens to continue to impact, the businesses and operating results of certain of Main Street’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of the COVID-19 pandemic, as well as the uncertainty regarding the extent and duration of its impact, the valuation of Main Street’s Investment Portfolio has experienced increased volatility since the beginning of the COVID-19 pandemic.
3. Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.
At March 31, 2022, cash balances totaling $15.8 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.
4. Interest, Dividend and Fee Income
Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street’s valuation policies, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.
As of March 31, 2022, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.6% of its fair value and 3.1% of its cost. As of December 31, 2021, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.7% of its fair value and 3.3% of its cost.
Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. For the three months ended March 31, 2022 and 2021, (i) approximately 1.2% and 3.8%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.1% and 0.7%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible.
Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.
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A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:
| | Three Months Ended | | | ||||
| | March 31, | | | ||||
|
| 2022 |
| 2021 |
|
| ||
| | (dollars in thousands) | | |||||
Interest, fee and dividend income: | | | | | | | | |
Interest income | | $ | 59,441 | | $ | 43,471 | | |
Dividend income | |
| 16,622 | |
| 17,697 | | |
Fee income | |
| 3,332 | |
| 1,639 | | |
Total interest, fee and dividend income | | $ | 79,395 | | $ | 62,807 | | |
5. Deferred Financing Costs
Deferred financing costs include commitment fees and other costs related to Main Street’s multi-year revolving credit facility (the “Credit Facility”) and its unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures. See further discussion of Main Street’s debt in Note E. Deferred financing costs in connection with the Credit Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the related debt liability.
6. Equity Offering Costs
The Company’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.
7. Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value
Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.
In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.
Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.
To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended March 31, 2022 and 2021, approximately 2.0% and 2.4%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.
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8. Share-Based Compensation
Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.
Main Street has also adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.
9. Income Taxes
MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.
The Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.
The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.
The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary,
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against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Our stockholder’s equity includes an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
10. Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.
11. Fair Value of Financial Instruments
Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.
To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in “Note E – Debt”, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.
12. Earnings per Share
Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.
13. Recently Issued or Adopted Accounting Standards
In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company continues to evaluate the potential impact that the amendments in this update will have on its consolidated financial statements and disclosures.
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In December 2021, the SEC published Staff Accounting Bulletin No. 120 (“SAB 120”) to provide accounting and disclosure guidance for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align with the current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation. In part, SAB 120 requires that an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for when an adjustment to the share price is required, how it determines the amount of an adjustment to the share price and any significant assumptions used in determining an adjustment to the share price. SAB 120 is effective for all stock compensation awards issued after December 1, 2021. Main Street is in compliance with the guidance pursuant to SAB 120 for any share-based compensation disclosures. See “Note J – Share-Based Compensation” for further discussion of Main Street’s policies and procedures regarding share-based compensation. The impact of SAB 120 was not material to the consolidated financial statements and the notes thereto.
From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.
NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION
ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.
Fair Value Hierarchy
In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).
Investments recorded on Main Street’s balance sheet are categorized based on the inputs to the valuation techniques as follows:
Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).
Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:
● | Quoted prices for similar assets in active markets (for example, investments in restricted stock); |
● | Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies); |
● | Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and |
● | Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment. |
Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.
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As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
As of March 31, 2022 and December 31, 2021, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.
As of March 31, 2022 and December 31, 2021, Main Street’s Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.
As of March 31, 2022 and December 31, 2021, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.
As of March 31, 2022 and December 31, 2021, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.
As of March 31, 2022, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of March 31, 2022. As of December 31, 2021, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of December 31, 2021.
The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:
● | Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers; |
● | Current and projected financial condition of the portfolio company; |
● | Current and projected ability of the portfolio company to service its debt obligations; |
● | Type and amount of collateral, if any, underlying the investment; |
● | Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment; |
● | Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio); |
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● | Pending debt or capital restructuring of the portfolio company; |
● | Projected operating results of the portfolio company; |
● | Current information regarding any offers to purchase the investment; |
● | Current ability of the portfolio company to raise any additional financing as needed; |
● | Changes in the economic environment which may have a material impact on the operating results of the portfolio company; |
● | Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company; |
● | Qualitative assessment of key management; |
● | Contractual rights, obligations or restrictions associated with the investment; and |
● | Other factors deemed relevant. |
The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see “Note B.1.—Valuation of the Investment Portfolio”) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.
The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of March 31, 2022 and December 31, 2021:
|
| Fair Value as of |
| |
| |
| |
| |
| |
| |
| | March 31, | | | | | | | | | | |
| |
Type of | | 2022 | | | | Significant | | | | Weighted | | |
| |
Investment |
| (in thousands) | | Valuation Technique | | Unobservable Inputs | | Range(3) | | Average(3) | | Median(3) | | |
Equity investments | | $ | 1,080,542 |
| Discounted cash flow |
| WACC |
| 9.0% - 21.0% |
| 14.0 | % | 15.0 | % |
| | | |
| Market comparable / Enterprise value |
| EBITDA multiple (1) |
| 4.8x - 8.3x(2) |
| 6.7x |
| 5.9x | |
Debt investments | | $ | 2,253,438 |
| Discounted cash flow |
| Risk adjusted discount factor |
| 5.6% - 15.4%(2) |
| 9.8 | % | 9.3 | % |
| | | | | |
| Expected principal recovery percentage |
| 0.0% - 200.0% |
| 99.5 | % | 100.0 | % |
Debt investments | | $ | 354,790 |
| Market approach |
| Third‑party quote |
| 5.5 - 100.5 |
| 93.6 |
| 98.0 | |
Total Level 3 investments | | $ | 3,688,770 | | | | | | | | | | | |
(1) | EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment. |
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(2) | Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.7x and the range for risk adjusted discount factor is 4.7% - 38.5%. |
(3) | Does not include investments for which the valuation technique does not include the use of the applicable fair value input. |
|
| Fair Value as of |
| |
| |
| |
| |
| |
| |
| | December 31, | | | | | | | | | | |
| |
Type of | | 2021 | | | | Significant | | | | Weighted | | |
| |
Investment |
| (in thousands) | | Valuation Technique | | Unobservable Inputs | | Range(3) | | Average(3) | | Median(3) | | |
Equity investments | | $ | 1,050,269 |
| Discounted cash flow |
| WACC |
| 9.1% - 20.6% |
| 13.8 | % | 14.8 | % |
| | | |
| Market comparable / Enterprise value |
| EBITDA multiple (1) |
| 4.8x - 7.7x(2) |
| 6.6x |
| 5.9x | |
Debt investments | | $ | 2,158,424 |
| Discounted cash flow |
| Risk adjusted discount factor |
| 5.6% - 15.7%(2) |
| 9.8 | % | 9.3 | % |
| | | | | |
| Expected principal recovery percentage |
| 0.0% - 100.0% |
| 99.6 | % | 100.0 | % |
Debt investments | | $ | 351,144 |
| Market approach |
| Third‑party quote |
| 3.0 - 100.5 |
| 94.4 |
| 99.0 | |
Total Level 3 investments | | $ | 3,559,837 | | | | | | | | | | | |
(1) | EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment. |
(2) | Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 11.0x and the range for risk adjusted discount factor is 4.2% - 38.5%. |
(3) | Does not include investments for which the valuation technique does not include the use of the applicable fair value input. |
The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the three-month periods ended March 31, 2022 and 2021 (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Net | | | | | | | | | | |
| | Fair Value | | Transfers | | | | | | | | Changes | | Net | | | | | Fair Value | |||||
| | as of | | Into | | | | | | | | from | | Unrealized | | | | | as of | |||||
Type of |
| December 31, |
| Level 3 |
| Redemptions/ |
| New |
| Unrealized |
| Appreciation | | | |
| March 31, | |||||||
Investment |
| 2021 |
| Hierarchy |
| Repayments |
| Investments |
| to Realized |
| (Depreciation) |
| Other(1) |
| 2022 | ||||||||
Debt | | $ | 2,509,568 | | $ | — | | $ | (183,699) | | $ | 287,044 | | $ | 2,123 | | $ | (6,807) | | $ | — | | $ | 2,608,229 |
Equity | | | 1,043,709 | | | — | | | (17,569) | | | 24,711 | | | 418 | | | 22,512 | | | — | | | 1,073,781 |
Equity Warrant | | | 6,560 | | | — | | | — | | | — | | | — | | | 200 | | | — | | | 6,760 |
| | $ | 3,559,837 | | $ | — | | $ | (201,268) | | $ | 311,755 | | $ | 2,541 | | $ | 15,905 | | $ | — | | $ | 3,688,770 |
(1) | Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows. |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| | |
| | |
| | |
| | |
| Net |
| | |
| | |
| | | |
| | Fair Value | | Transfers | | | | | | | | Changes | | Net | | | | | Fair Value | |||||
| | as of | | Into | | | | | | | | from | | Unrealized | | | | | as of | |||||
Type of | | December 31, | | Level 3 | | Redemptions/ | | New | | Unrealized | | Appreciation | | | | | March 31, | |||||||
Investment | | 2020 | | Hierarchy | | Repayments | | Investments |
| to Realized | | (Depreciation) | | Other(1) | | 2021 | ||||||||
Debt | | $ | 1,807,134 | | $ | — | | $ | (125,448) | | $ | 157,787 | | $ | 5,529 | | $ | 8,999 | | $ | (2,610) | | $ | 1,851,391 |
Equity | |
| 866,734 | |
| — | | | (24,913) | |
| 18,290 | |
| 11,146 | |
| 11,696 | |
| 3,810 | |
| 886,763 |
Equity Warrant | |
| 10,998 | |
| — | | | — | |
| — | |
| 330 | |
| (914) | |
| (1,200) | |
| 9,214 |
| | $ | 2,684,866 | | $ | — | | $ | (150,361) | | $ | 176,077 | | $ | 17,005 | | $ | 19,781 | | $ | — | | $ | 2,747,368 |
(1) | Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows. |
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At March 31, 2022 and December 31, 2021, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:
| | | | | Fair Value Measurements | |||||||
| | | | | (in thousands) | |||||||
|
| | |