Maryland | 814-00995 | 80-0789789 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
520 Madison Avenue, 40th Floor, New York, New York | 10022 | |||
(Address of Principal Executive Offices) | (Zip Code) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | Exhibits: |
Exhibit Number | Description | |
99.1 | ||
99.2 |
TCG BDC, INC. | ||||
(Registrant) | ||||
Date: February 27, 2018 | By: | /s/ Venugopal Rathi | ||
Name: Venugopal Rathi | ||||
Title: Chief Financial Officer |
(dollar amounts in thousands, except per share data) | December 31, 2017 | September 30, 2017 | |||||
Total investments, at fair value | $ | 1,967,531 | $ | 1,964,117 | |||
Total assets | 2,021,383 | 2,013,475 | |||||
Total debt and notes payable | 833,946 | 849,770 | |||||
Total net assets | $ | 1,127,304 | $ | 1,124,353 | |||
Net assets per share | $ | 18.12 | $ | 18.18 |
For the three month periods ended | ||||||||
December 31, 2017 | September 30, 2017 | |||||||
Total investment income | $ | 49,510 | $ | 42,648 | ||||
Net investment income (loss) | 26,516 | 25,080 | ||||||
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments | 467 | 463 | ||||||
Net increase (decrease) in net assets resulting from operations | $ | 26,983 | $ | 25,543 | ||||
Basic and diluted per weighted-average common share: | ||||||||
Net investment income (loss) | $ | 0.43 | $ | 0.41 | ||||
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments | 0.01 | — | ||||||
Net increase (decrease) in net assets resulting from operations | $ | 0.44 | $ | 0.41 | ||||
Weighted-average shares of common stock outstanding—Basic and Diluted | 62,143,344 | 61,840,100 | ||||||
Dividends declared per common share | $ | 0.49 | $ | 0.37 |
• | On February 26, 2018, our Board of Directors declared a quarterly dividend of $0.37 per share, which is payable on April 17, 2018 to stockholders of record as of March 29, 2018; |
• | Net investment income for the three month period ended December 31, 2017 was $26,516, or $0.43 per share, as compared to $25,080, or $0.41 per share, for the three month period ended September 30, 2017; |
• | Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three month period ended December 31, 2017 was $467, or $0.01 per share, as compared to $463, or $0.00 per share, for the three month period ended September 30, 2017; and |
• | Net increase in net assets resulting from operations for the three month period ended December 31, 2017 was $26,983, or $0.44 per share, as compared to $25,543, or $0.41 per share, for the three month period ended September 30, 2017. |
December 31, 2017 | September 30, 2017 | ||||||||||||
Type—% of Fair Value | Fair Value | % of Fair Value | Fair Value | % of Fair Value | |||||||||
First Lien Debt (excluding First Lien/Last Out) | $ | 1,293,641 | 65.75 | % | $ | 1,259,983 | 64.15 | % | |||||
First Lien/Last Out Unitranche | 237,635 | 12.08 | 230,667 | 11.74 | |||||||||
Second Lien Debt | 246,233 | 12.51 | 268,783 | 13.69 | |||||||||
Structured Finance Obligations | — | — | 2,585 | 0.13 | |||||||||
Equity Investments | 17,506 | 0.89 | 13,552 | 0.69 | |||||||||
Investment Fund | 172,516 | 8.77 | 188,547 | 9.60 | |||||||||
Total | $ | 1,967,531 | 100.00 | % | $ | 1,964,117 | 100.00 | % |
Funded | Sold/Repaid | ||||||||||||
Principal amount of investments: | Amount | % of Total | Amount | % of Total | |||||||||
First Lien Debt | $ | 171,724 | 60.96 | % | $ | (131,771 | ) | 45.58 | % | ||||
Second Lien Debt | 50,239 | 17.83 | (74,854 | ) | 25.89 | ||||||||
Structured Finance Obligations | — | — | (11,750 | ) | 4.06 | ||||||||
Equity Investments | 3,562 | 1.26 | — | — | |||||||||
Investment Fund | 56,200 | 19.95 | (70,750 | ) | 24.47 | ||||||||
Total | $ | 281,725 | 100.00 | % | $ | (289,125 | ) | 100.00 | % |
Rating | Definition | |
1 | Performing—Low Risk: Borrower is operating more than 10% ahead of the base case. | |
2 | Performing—Stable Risk: Borrower is operating within 10% of the base case (above or below). This is the initial rating assigned to all new borrowers. | |
3 | Performing—Management Notice: Borrower is operating more than 10% below the base case. A financial covenant default may have occurred, but there is a low risk of payment default. | |
4 | Watch List: Borrower is operating more than 20% below the base case and there is a high risk of covenant default, or it may have already occurred. Payments are current although subject to greater uncertainty, and there is moderate to high risk of payment default. | |
5 | Watch List—Possible Loss: Borrower is operating more than 30% below the base case. At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have occurred. Loss of principal is possible. | |
6 | Watch List—Probable Loss: Borrower is operating more than 40% below the base case, and at the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Additionally, the prospects for improvement in the borrower’s situation are sufficiently negative that impairment of some or all principal is probable. |
December 31, 2017 | September 30, 2017 | ||||||||||||
Fair Value | % of Fair Value | Fair Value | % of Fair Value | ||||||||||
(dollar amounts in millions) | |||||||||||||
Internal Risk Rating 1 | $ | 73.7 | 4.15 | % | $ | 75.1 | 4.27 | % | |||||
Internal Risk Rating 2 | 1,399.6 | 78.74 | 1,376.0 | 78.20 | |||||||||
Internal Risk Rating 3 | 170.2 | 9.57 | 187.7 | 10.67 | |||||||||
Internal Risk Rating 4 | 103.3 | 5.81 | 84.1 | 4.78 | |||||||||
Internal Risk Rating 5 | 30.7 | 1.73 | 36.6 | 2.08 | |||||||||
Internal Risk Rating 6 | — | — | — | — | |||||||||
Total | $ | 1,777.5 | 100.00 | % | $ | 1,759.5 | 100.00 | % |
December 31, 2017 | September 30, 2017 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Investments, at fair value | |||||||
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,782,632 and $1,769,297, respectively) | $ | 1,779,584 | $ | 1,760,611 | |||
Investments—non-controlled/affiliated, at fair value (amortized cost of $16,273 and $15,935, respectively) | 15,431 | 14,959 | |||||
Investments—controlled/affiliated, at fair value (amortized cost of $172,251 and $186,801, respectively) | 172,516 | 188,547 | |||||
Total investments, at fair value (amortized cost of $1,971,015 and $1,972,033, respectively) | 1,967,531 | 1,964,117 | |||||
Cash and cash equivalents | 32,039 | 35,149 | |||||
Receivable for investment sold | 7,022 | — | |||||
Deferred financing costs | 3,626 | 3,734 | |||||
Interest receivable from non-controlled/non-affiliated investments | 5,066 | 4,892 | |||||
Interest receivable from non-controlled/affiliated investments | 42 | ||||||
Interest and dividend receivable from controlled/affiliated investments | 5,981 | 5,528 | |||||
Prepaid expenses and other assets | 76 | 55 | |||||
Total assets | $ | 2,021,383 | $ | 2,013,475 | |||
LIABILITIES | |||||||
Secured borrowings | $ | 562,893 | $ | 578,769 | |||
2015-1 Notes payable, net of unamortized debt issuance costs of $1,947 and $1,999, respectively | 271,053 | 271,001 | |||||
Payable for investments purchased | 9,469 | — | |||||
Due to Investment Adviser | 69 | 102 | |||||
Interest and credit facility fees payable | 5,353 | 4,792 | |||||
Dividend payable | 30,481 | 22,888 | |||||
Base management and incentive fees payable | 13,098 | 9,986 | |||||
Administrative service fees payable | 95 | 100 | |||||
Other accrued expenses and liabilities | 1,568 | 1,484 | |||||
Total liabilities | 894,079 | 889,122 | |||||
NET ASSETS | |||||||
Common stock, $0.01 par value; 200,000,000 shares authorized; 62,207,603 shares and 61,859,848 shares issued and outstanding at December 31, 2017 and September 30, 2017, respectively | 622 | 619 | |||||
Paid-in capital in excess of par value | 1,172,807 | 1,166,599 | |||||
Offering costs | (1,618 | ) | (1,588 | ) | |||
Accumulated net investment income (loss), net of cumulative dividends of $222,254 and $191,773 at December 31, 2017 and September 30, 2017, respectively | 2,522 | (280 | ) | ||||
Accumulated net realized gain (loss) | (43,548 | ) | (33,081 | ) | |||
Accumulated net unrealized appreciation (depreciation) | (3,481 | ) | (7,916 | ) | |||
Total net assets | $ | 1,127,304 | $ | 1,124,353 | |||
NET ASSETS PER SHARE | $ | 18.12 | $ | 18.18 |
For the three month periods ended | ||||||||
December 31, 2017 | September 30, 2017 | |||||||
Investment income: | ||||||||
From non-controlled/non-affiliated investments: | ||||||||
Interest income | $ | 40,243 | $ | 34,684 | ||||
Other income | 2,626 | 1,318 | ||||||
Total investment income from non-controlled/non-affiliated investments | 42,869 | 36,002 | ||||||
From non-controlled/affiliated investments: | ||||||||
Interest income | 381 | 834 | ||||||
Total investment income from non-controlled/affiliated investments | 381 | 834 | ||||||
From controlled/affiliated investments: | ||||||||
Interest income | 3,420 | 3,012 | ||||||
Dividend income | 2,840 | 2,800 | ||||||
Total investment income from controlled/affiliated investments | 6,260 | 5,812 | ||||||
Total investment income | 49,510 | 42,648 | ||||||
Expenses: | ||||||||
Base management fees | 7,473 | 6,999 | ||||||
Incentive fees | 5,625 | 5,321 | ||||||
Professional fees | 938 | 361 | ||||||
Administrative service fees | 139 | 184 | ||||||
Interest expense | 7,816 | 5,922 | ||||||
Credit facility fees | 430 | 521 | ||||||
Directors’ fees and expenses | 88 | 121 | ||||||
Other general and administrative | 390 | 472 | ||||||
Total expenses | 22,899 | 19,901 | ||||||
Waiver of base management fees | — | 2,333 | ||||||
Net expenses | 22,899 | 17,568 | ||||||
Net investment income (loss) before taxes | 26,611 | 25,080 | ||||||
Excise tax expense | 95 | — | ||||||
Net investment income (loss) | 26,516 | 25,080 | ||||||
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments: | ||||||||
Net realized gain (loss) from: | ||||||||
Non-controlled/non-affiliated investments | (3,968 | ) | 172 | |||||
Net change in unrealized appreciation (depreciation): | ||||||||
Non-controlled/non-affiliated | 5,782 | 279 | ||||||
Non-controlled/affiliated | 134 | 976 | ||||||
Controlled/affiliated | (1,481 | ) | (964 | ) | ||||
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments | 467 | 463 | ||||||
Net increase (decrease) in net assets resulting from operations | $ | 26,983 | $ | 25,543 | ||||
Basic and diluted earnings per common share | $ | 0.44 | $ | 0.41 | ||||
Weighted-average shares of common stock outstanding—Basic and Diluted | 62,143,344 | 61,840,100 | ||||||
Dividends declared per common share | $ | 0.49 | $ | 0.37 |
Investors: | Media: |
Daniel Harris | Jordan DeJarnette |
+1-212-813-4527 daniel.harris@carlyle.com | +1-202-729-5025 jordan.dejarnette@carlyle.com |