"Apollo Investment Corporation, a Maryland corporation organized on February 2, 2004, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended (the “Code”). Our common stock is quoted on The Nasdaq Global Select Market under the symbol “AINV.Our investment objective is to generate current income and capital appreciation. We invest primarily in various forms of debt investments including secured and unsecured debt, loan investments and/or equity in private middle market companies. We may also invest in the securities of public companies and structured products such as collateralized loan obligations (“CLOs”) and credit-linked notes (“CLNs”). Apollo Investment Management, L.P., an affiliate of Apollo Global Management, Inc., a leading global alternative investment manager, serves as our investment adviser".

IQ 2021 CREDIT UPDATE

AINV does not undertake an internal investment rating process. Here is the BDC Credit Reporter's evaluation. Total portfolio assets at 3/31/2021 were $2,716mn at cost and $2.449mn at FMV, a discount of (9.2%). AINV had 135 portfolio companies, of which 14 were rated as CCR 4 or CCR 5 on our 5 point credit performance scale. The cost of the underperformers was $665.25mn (including $310.8mn of Merxe Aviation) and the FMV $441.8mn (including $315.6mn of Merx Aviation). The discount was (34%).

Of the 14 underperformers, 8 were rated CCR 4 and 6 CCR 5. Overall, 5 are rated as non-material and are not reviewed by the BDC Credit Reporter. According to AINV "5.7% of total investments at amortized cost, or 1.4% of total investments at fair value, were on non-accrual status".  This equates to $155mn and $34mn respectively.

Far and away the largest individual underperformer (by the BDC Credit Reporter's standards albeit not by AINV's) - is Merx Aviation, an aircraft leasing company which the BDC controls. Also of significant size either on a fair market value or income basis - or both - are Dynamic Product Tankers - an oil shipment business in which AINV has a substantial equity stake and SHD Oil & Gas, an E&P company. AINV owns 38% of SHD, also known as Spotted Hawk. There are more modest exposures to CarbonFree Chemicals (aka Maxus Capital Carbon), a chemical plant which AINV financed and has an equity stake in and to Ambrosia Buyer Corp, a manufacturer of kitchen equipment. AINV also has exposure to Paper Source, a stationery retailer that recently filed Chapter 11 and to Sequential Brands, a licensor of consumer brands, whose debt is currently in default and to Golden Bear 2016-R, a special securitized vehicle. Then there are 6 other companies whose fair market value is less than $10mn each. For the full list of AINV underperformers at IQ 2021, see the attached table.

Posts for Apollo Investment (AINV)

Dynamic Product Tankers: IQ 2021 Update

We’ve written twice before about Dynamic Product Tankers, a company owned 85% by Apollo Investment (AINV), which is also a junior lender. The last time was in November 28, 2020 when the $22mn in subordinated debt on the books was valued at par and the $49.8mn at cost in equity was valued at $27.1mn. Jump forward two quarters and the cost remains the same; the subordinated debt is still valued at par and the equity has a slightly lower value – $25.5mn. We rated the company CCR 4.

AINV has not said anything about what’s happening to this shipping investment in some time so there is no news to report. However, the fundamentals of the sector have been improving with the uptick in business activity and this might benefit the company. We’ll find out more when IIQ 2021 results are published. Dynamic is being added to the Trending list because odds are good we might see a material change in value.

In any case, with $1.2mn in annual investment income (a below market 5.31% yield) and a current FMV equal to nearly 5% of the BDC’s net assets, this is an important asset for AINV. This is the second largest underperforming company by value on the BDC’s books as of March 31, 2021. As we’ve seen with other troubled investments of long standing held by AINV, this seemed like an almost certain eventual loss till this year. That might yet be the case, but there’s also a possibility that the BDC – which has been invested in the business since 2015 – might get some or all its $50mn invested back.

Spotted Hawk Development: IQ 2021 Update

We’ve written about Apollo Investment’s (AINV) long standing and ill fated investment in Spotted Hawk Development (aka SHD Oil & Gas) twice before. The last time – back on November 27, 2020 – we noted that two of the three debt tranches AINV has advanced were on non accrual and the FMV of the $115mn invested was only $42.3mn, based on IIIQ 2020 results.

Six months later – and going off the IQ 2021 AINV results – not much has changed. Total exposure at cost remains the same and two of the debt facilities remain on non accrual. The FMV is $35.4mn. (However, that valuation is slightly better than in the IVQ 2020 when the FMV was $32.4mn, the lowest ever. Maybe the increase in the price of oil has begun to revive Spotted Hawk’s value, if only on paper.

Back on May 20, 2021 AINV’s management had the following, vaguely encouraging, update to offer on the company:

Sort of now that oil prices have picked up, and there’s some sense of — there’s some — visibility is too strong a word. There’s some possibility of sort of constructive transactions. We’re going to be as aggressive as we can there to sort of exit that, but we don’t have anything”.

We continue to rate the oil and gas explorer as CCR 5 – given the two non accruals. However, we have the investment on our Trending List because there’s a strong possibility – with $70+ oil and much enthusiasm about everything in the markets these days – that the value of the business might be improving and its cash flows – potentially – increasing. Furthermore, we’re sure that if anyone shows any interest in AINV’s 38% interest in the company, they’ll find a receptive seller. This may yet be an almost complete write-off when AINV finally creates some resolution, but there’s a chance the BDC might do better than one might have expected just a few months ago. Of course, these things change very quickly in any commodity industry.

Glacier Oil & Gas: IQ 2021 Update

We last wrote about Glacier Oil & Gas back on August 18, 2020 shortly after Apollo Investment (AINV) placed its debt on non accrual. At the time the BDC had invested $67mn at cost in the Alaskan oil & gas company and valued its investment at $14.7mn. Not much has changed in the interim. The debt remains on non accrual and the value of the BDC’s investment has been reduced somewhat to $8.1mn. That’s unchanged from the IVQ 2020 value.

With no income being generated, and little in the way of remaining value, we were tempted to categorize Glacier as non material and not bother with providing a written update. (This is a long standing “legacy investment” of Apollo that was previously known as Miller Energy, and which was restructured back in 2016 with no success). However, with the price of oil above $70 hope springs eternal that the company may escape its CCR 5 (non performing) status.

Unfortunately AINV has not discussed the company since April 2020, so we don’t have any updates to offer. The BDC does own 47% of Glacier’s equity, as well as holding that non accruing debt and could well benefit if the economics of the industry finally turn in its favor. We’re not taking anything for granted, but are adding the company to our Trending List because the value of Glacier may increase when the IIQ 2021 results are published. In the past, we’ve assumed the final value of Apollo’s misguided foray into oil and gas investing might be zero once AINV finally settles its account. At least now there is a glimmer of hope for AINV – and its long suffering shareholders – that some recovery might be possible. We’ll provide an update after the IIQ 2021 AINV results are published.

Golden Bear 2016-R: Update

Apollo Investment (AINV) has been invested in Golden Bear 2016-R since IVQ 2016, and the investment has been underperforming – by our standards – since IQ 2018. However, we’ve refrained from writing about Golden Bear before because we were – and remain – somewhat unclear what the investment consists of. We know Golden Bear is some sort of securitization – presumably the equity portion – and that AINV is a 100% owner. We also know that the BDC booked $1.2mn of dividend income from that source in the IQ 2021, which is consistent with the payout in the last three years. What we don’t know is what assets Golden Bear is securitizing, and why AINV has reduced by a third the value of the $16.8mn invested at cost in the vehicle.

We have rated Golden Bear CCR 4 because it seems unlikely the BDC will recoup its capital invested. The latest valuation is slightly better than the prior quarter, and improved on the worst discount of 45% reached in the IIIQ 2020.

We’ll continue to provide occasional updates, but neither the amount of FMV nor the income involved is of great importance to AINV.

Paper Source: Sold To Elliott Management

Last time we wrote about Paper Source Inc., the stationery retailer was bankrupt and Mid Cap Financial – an affiliate of Apollo Global Group – was preparing to acquire the company in a “stalking horse bid”. This would have made Apollo Investment (AINV) – a lender and investor to the company – a part owner (and also likely a lender) to the post-bankruptcy business. AINV as of March 31, 2021 had $16.4mn in debt at cost to Paper Source (its equity stake had no dollars attached) and a value of $13.4mn. For some reason, AINV carried the debt as performing, notwithstanding the bankruptcy.

Anyway, scrub all the above. In the interim, Elliott Management – owner of Barnes and Noble – has swooped in and acquired Paper Source out of bankruptcy for $91.5mn. Here is a link to a trade publication article on the subject, and an extract which explains the appeal of Paper Source to the buyer:

In a presentation, Elliott described the businesses of Barnes & Noble and Paper Source as “highly complementary, with shared product ranges and a common commitment to excellent customer service.” The investment firm noted that Paper Source will continue to operate independently and keep to its core product offering of greeting cards, stationery,office supplies, gifts and other products. At the same time, Elliott noted that “considerable opportunities exist for mutually beneficial retail partnerships.”  

Although Mid Cap/AINV lost the opportunity to acquire Paper Source – something of a mixed blessing given brick and mortar’s endemic challenges regardless of the pandemic – this is probably good news for the BDC. We get the impression the first lien debt – as well as DIP financing recently provided – will be repaid in full. That should allow AINV to post a several million dollar increase in value from the ultimate proceeds, which should show up in the IIQ 2021 results, or by the third quarter at the latest, as the transaction closes.

We may be jumping the gun, but expect to take Paper Source off our underperformers list. Given the potential increase in value, we are adding the company to our Trending List for the IIQ 2021 given the likely upside to be booked. This was never going to be a major setback for AINV and now looks likely to be a minor success. As has been the case on multiple occasions of late, thanks are due to a frothy financial environment and the fast recovery from the pandemic conditions that initially brought the company low.

Maxus Carbon: IQ 2021 Update

With Apollo Investment’s (AINV) IQ 2021 filings, we can provide our fifth update on Maxus Carbon (aka Carbonfree Chemicals). The BDC valued the now all equity investment with a cost of $77.8mn at $25.4mn. That’s essentially unchanged from the prior two quarters and since AINV’s debt to the business was converted into equity.

The valuation might suggest that nothing much – good or bad – is happening at Maxus Carbon but what was said on the May 20, 2021 AINV conference call suggests otherwise. Here is what was said by AINV’s CEO Howard Widra:

[Maxus Carbon] has some really good developments there. And that’s an all equity debt investment that had been converted to our equity. But that’s all equity and is a carbon-efficient business that has a lot of demand, obviously, where the world is going right now. And so, we hope that over the next year can have some real significant positive things happen to it”.

We can’t tell if the above is something specific getting underway or just hopeful comments from the BDC. It’s about time something happened at Maxus Carbon – on the books since 2013, and non-income producing since IIIQ 2020.

We are retaining our CCR 4 rating and not adding Maxus to our Trending List given the unchanged nature of the recent valuations and the vague nature of management’s status update. In the current environment, though, where capital is loose, it’s not impossible that SOMETHING might happen of a positive nature where this long standing “zombie” investment is concerned. That’s at variance with our earlier thoughts that the most likely resolution would be a write-off of the project and a complete loss. At this stage, both good news or bad news are equally likely.

Merx Aviation: IQ 2021 Update

Apollo Investment (AINV) has reported its full year and fiscal IVQ 2021 results through March 31, 2021. To management’s credit, much was said about the BDC’s largest investment – aircraft lessor and maintenance company Merx Aviation Finance LLC. We’ve written about Merx before on three occasions. The BDC Credit Reporter has been skeptical of the – let’s say – “generous” valuations AINV has placed on its debt and equity investments in Merx, despite the severe impact of the pandemic on flying and the value of aircraft and their leases. Both in the IVQ 2020 and in the IQ 2021 results, AINV has increased the value of its investment in Merx after a modest unrealized write-down earlier in 2020. As of now, the $190.5mn of first lien debt is carried at par, as was the case before the pandemic. The value of the now $120.3mn in equity is given as $125.1mn, up $0.5mn in the period.

On the latest conference call AINV sought to explain how Merx could be re-leasing planes at lower rates than before the pandemic or having to sell them off and still see an increase in the value of the equity stake. (Previously the BDC pointed to increases in their aircraft maintenance activities for its higher valuation, but this was not mentioned in the most recent conference call). Much as we’d like to, we don’t follow how AINV maintains such a high equity valuation despite the undeniably tough conditions. We rate the company CCR 4 despite the fact that AINV values its overall investment modestly over cost. However, we encourage readers to review the conference call transcript and decide for themselves.

With all that said, industry trends seem to be on the mend for Merx and total capital at risk – thanks to a large principal repayment – has dropped from $321mn as of March 2020 to $311mn a year later. The debt is performing at a 10% yield (down from 12% previously). The equity is non-income producing. The overall annual return on assets invested – both debt and equity – is 6.4% versus something closer to 15% pre-Covid when the loan yield was higher and dividends were being paid. AINV’s management does not envisage a return to those halcyon days but hopes for a ROA somewhere in-between.

This is very much a work in progress, but if industry conditions improve as expected, AINV should be able to avoid any further reduction in its debt yield from Merx. Once securitizations of aircraft are sufficiently paid down – which are senior to where AINV sits – we may even see a resumption of some dividend payouts. However, we cannot estimate when that might occur. We are maintaining our CCR 4 rating till we get more substantive good news and the credit remains Trending because we would not be surprised to see values and income change materially again – probably for the better – in IIQ 2021.

Even if AINV extricates itself from Merx without a realized loss (even though the loss of investment income has been substantial in recent quarters), the question remains why a BDC supposedly committed to portfolio diversification would invest 30% of its capital (using the IQ 2021 numbers) in a single company ?

Ambrosia Buyer Corp: IQ 2021 Update

We’ve discussed Ambrosia Buyer Corp, which also goes by the name Trimark USA LLC and TMK Hawk Parent Corp on BDC books twice in the past. The first article was on November 26, 2020 when we discussed a major dispute between different lender groups. On February 5, 2021, we confirmed that second lien debt outstanding had been placed on non accrual by Apollo Investment (AINV). However, several other BDC lenders – involved in both the first and second lien debt – had discounted the value of their positions but had not placed the obligations on non performing status. AINV admitted to continuing to receive contractual interest, but applying the proceeds to reducing the cost basis of their investment.

Neither AINV nor the other public BDC with exposure (first lien) New Mountain Finance (NMFC) addressed what is happening at the company on their IQ 2021 conference calls. Last we heard, the dispute between different lender groups was before a judge but we’ve not been able to determine an outcome, if any has occurred. Still, in the IQ 2021 both AINV and NMFC reduced the discount applied to their debt positions. The former’ discount is now (38%) versus (52%) in the prior quarter but remains on non accrual and the cost is still being reduced from interest proceeds. NMFC has reduced its own discount by 10%.

From what we can gather the disputed rescue package has provided the company with much needed liquidity and – presumably – market conditions are improving as lockdowns end and people are eating out again. Moody’s still rates the company Caa2 – or did in January 2021. We’d like to offer more clarity but with the BDC lenders mum, we can only suggest that the company is on the mend and a major financial crisis does not seem likely.

We continue to rate Ambrosia CCR 5, even if NMFC and two other BDCs still have the debt as performing. The company is still Trending, because it’s likely that the valuation will change again – probably for the better – in the IIQ 2021 results when they come out. Moreover, the lawsuit between lenders may get resolved.

Sequential Brands: Loan Waiver Extended

Common stock shareholders were excited to hear that lenders to Sequential Brands had extended a waiver of loan defaults from May 10 to June 7, 2021. At the time – according to Seeking Alpha – the stock price jumped 30%. However, for the lenders to the troubled company this means no resolution has yet been found to troubles that date many months back. We’ve written about Sequential Brands seven times before, so we won’t rehash the whole backstory.

However, we’ll note that BDC exposure – in both debt and equity – to the company remains huge: $277.1mn at cost. The debt at March 31, 2021 has been discounted by (16%) and the equity by (100%). The BDC lenders are FS KKR Capital (FSK) and FS KKR Capital II (FSKR), as well as Apollo Investment (AINV). However, given that FSKR is to be merged into the outstandings can rightfully be allocated all to FSK. Over a quarter of a billion dollars is a Major exposure for the KKR-managed BDC. (AINV has invested $12.8mn at cost).

We have no idea how this is going to play out, although some sort of resolution must be the horizon. We retain a Trending rating for Sequential as chances are good valuations or income derived therefrom could change shortly. We’re also affirming our CCR 4 credit rating which suggests we believe some sort of realized loss will eventually occur. However, whether that will be a few tens of millions or hundreds of millions – an important distinction – remains unclear.

Sequential Brands: Lender Appoints Board Members

Sequential Brands is the BDC Credit Reporter’s Godot. We’ve written multiple articles over the past two years breathlessly warning that something bad – a bankruptcy or a forced sale – was close to happening. Then: nothing. The company and their lenders always seem to arrive at a temporary modus vivendi, but no permanent resolution. (We’re desperately trying not to use the kicking of cans down the road analogy again). At times – given the high valuations the BDC lenders have maintained – we’ve doubted ourselves and the urgency of the situation.

However, the latest developments suggest – once again – that SOMETHING is going to occur at Sequential in the near future and that there is a possibility the BDCs – with $290.5mn outstanding in debt and equity to the company – may be materially impacted. Here’s what we know: According to a March 31, 2021 regulatory filing the company and one of its lender groups – led by Wilmington Trust – extended “a waiver of existing defaults under the Credit Agreement through April 19, 2021“. Furthermore, the lender “shall have the right to appoint an independent majority of the Board of Directors of the Company“. So gone is Martha Stewart and three other less famous Board members, probably letting out a sign of relief. Also a red flag: the company has not yet filed its IVQ 2020 and full year results.

The short extension period by Wilmington suggests that whatever “strategic alternatives” the company has been exploring since December 2020 is reaching some sort of conclusion. That might involve a sale of the business – in whole or in parts – or some pre-agreed Chapter 11 filing. The public shareholders seem to be bullish about this likely outcome, with Sequential trading at $22.22 as of the close on Thursday April 1, 2021. We are less optimistic – as is our self appointed mandate.

At risk for the BDCs involved is the prospect of ($28mn) of annual investment income from their 2024 Term debt outstanding being interrupted. Then there’s a good chance – based on the most recent quarterly valuations which discounts the equity owned by (99%) – a realized loss of up to ($10mn) will be incurred. However, the most important question mark is how the second lien debt will fare in the half billion dollar of borrowings Sequential owes. FS KKR Capital (FSK) and FS KKR Capital II (FSKR) and Apollo Investment (AINV) have advanced $280.5mn– more than half the total debt outstanding.

Currently, FSK and FSKR discount their debt by only (12%) and AINV by just (4%). If we apply the more conservative discount, that would still result in ($34mn) of realized losses on the debt and ($44mn) in total. The loss could be higher, but even ($44mn) is material given the big bets placed by the FS- KKR organization and which will shortly all be held by FSK, as FSKR is about to merge into its sister BDC. (AINV’s exposure is – clearly – much more modest even adjusting for the respective BDC sizes).

We should say – to be fair and recognizing that the stock market seems to believe that there is considerable market value left in Sequential – that this could all pass as quickly and harmlessly as a summer storm. Some deep pocketed buyer could be finalizing a generous deal as we write this or some hard working lawyers could be arranging a favorable “debt for equity swap” which will leave creditors undiminished. Maybe there’s a SPAC out there who wants to own a group of consumer brands…We don’t know, but we are as confident as we’ve been in two years that a change of status is in the cards for the company in the near future.

We are maintaining our CCR 4 rating on the company – as an eventual loss seems more likely than repayment in full. We are also adding Sequential to our Trending list because of the expectation that whatever is in the company’s future in the weeks ahead will be reflected in the BDC valuations and income – most probably in the IIQ 2021. For FSK especially this could either be a body blow, or not. We’ll be tracking the situation daily and will report back when something material occurs.

Paper Source Inc. : Files Chapter 11

On March 2, 2021 stationery retailer Paper Source Inc. filed Chapter 11. According to Bloomberg: “The company intends to hand control of the business to an affiliate of MidCap Financial, a lending arm of Apollo Global Management, in exchange for debt forgiveness, court papers show. Paper Source owes about $103 million to lenders, including more than $55 million under a first-lien term loan“.

This is no great surprise to the BDC Credit Reporter, which has had the company on its underperformer list with a CCR 3 rating since IIQ 2017. A further downgrade occurred in April 2020 to CCR 4 and will now be moved to a CCR 5 – non performing. The principal BDC lender is Apollo Investment (AINV) , which has invested $14.2mn in the company, principally in the form of first lien debt, which was valued at $11.4mn at year-end 2020, a (20%) discount. Presumably some ($1.2mn) of annual interest income will be forgone as Paper Source is sorted out.

From what is being said in court papers, the Apollo Global owned lender Mid-Cap Financial – with whom AINV participated – envisages some sort of debt for equity swap. This will make the lenders owner/lenders going forward and reduce the company’s debt. Here is an outline of the plan, according to the Chicago-Tribune, quoting from court papers:

Paper Source said MidCap Financial agreed to serve as an initial bidder, or “stalking horse,” to purchase the company’s assets for up to $88.8 million, which includes $16.5 million in financing to help the company continue operating… A sale is expected to close in about 90 days”.

AINV only arrived on the scene as a lender in June 2019 when Paper Source was already underperforming, possibly as part of a “lend-to-own” strategy or just in a case of bad timing. Chances are now high that the BDC will be advancing additional monies; restructuring debt and the like and extending indefinitely its relationship with the retailer.

For AINV, whose credit troubles have been mostly concentrated in “legacy assets” booked some time ago under a different management team, this is a rare setback for loans booked by Mid-Cap Financial, the principal source of the BDC’s current new investment activity. We’re adding Paper Source to our Trending List because both income and investment values should be substantially different in the IQ 2021 results.

AMP Solar Group: Investment Sold

When we last wrote about AMP Solar Group on January 12, 2021, we were full of questions. We’d heard that the Carlyle Group had made an investment in the company, but we didn’t know what were the implications for Apollo Investment (AINV), which has a very long standing equity investment with a cost of $10.0mn and a value through September 30, 2020 of $8.570mn.

We don’t know if Carlyle’s involvement validates the multi-year investment in AMP Solar and we will see either a sale of the BDC’s position to them or an increase in the business valuation. ..We just don’t know but hope to learn more from AINV when IVQ 2020 results are published and discussed in February 2021“.

Now AINV has reported those results we know a lot more, even if not much color was offered. Apparently, the BDC received $14.0mn for its position, resulting in ” a net gain of approximately $5.6 million during the quarter“.

Six years after getting first involved with AMP Solar this is a positive outcome for AINV which has been long trying to sell-off its “non core” alternative energy investments. At one point this investment had been written down on an unrealized basis by (91%) so the gain realized must feel like vindication to the BDC.

The BDC Credit Reporter had rated the investment CCR 3, as its value had been appreciating in recent quarters, but the rating had been CCR 4 in the past. We are re-rating to CCR 6 as the BDC no longer has any exposure.

Ambrosia Buyer: Debt Placed On Non Accrual

As we noted at the top of our earlier article on November 26, 2020 about Ambrosia Buyer Corp., there are actually three different names used by different BDCs for the same borrower. Here’s what we wrote:

Occasionally BDCs use different corporate names for portfolio companies, which is very confusing for the BDC Credit Reporter and requires much checking and double checking. In this case we are going to discuss Ambrosia Buyer Corp; Trimark USA LLC and TMK Hawk Parent Corp. Three names but one company and set of debt. As CreditRisk Monitor explains: “Ambrosia Buyer, Corp. was formed by Centerbridge Partners, L.P. to facilitate its acquisition of TMK Hawk Parent Corp. d/b/a TriMark USA, LLC (“TriMark”) from Warburg Pincus LLC. TriMark is a leading distributor of foodservice equipment and supplies in North America serving over 80,000 customers”. Several BDC lenders are involved in a first lien Term Loan due August 2024 and a second lien maturing one year later. Total BDC exposure is a material $63.5mn at cost, split between four firms: Apollo Investment (AINV); New Mountain Finance (NMFC); Audax Credit BDC and Cion Investment, which is related to AINV.”

We also predicted in that same article that a default was a likely outcome: “As half of Ambrosia/Trimark’s customers – according to Moody’s – are restaurants and that the group already has a Caa rating on the company, we are not optimistic. We don’t know enough to add the company to the Weakest Links list, so we’re not “calling” an imminent payment default. Would we be surprised if one occurred ? No, given the dire economic conditions and the 10X debt to EBITDA remarked on by Moody’s as far back as April 2020″.

Now – thanks to AINV IVQ 2020 results disclosure – and a brief comment on its conference call, we know that company is non performing: “We placed 1 new investment on nonaccrual status during the quarter: our second lien investment in Ambrosia Buyer, or TriMark, was placed on nonaccrual status. The company is the distributor of food service equipment and supplies in North America and has been struggling during the pandemic as its restaurant customers were forced to close. We continue to receive scheduled cash interest payments from the company, but we’ll be applying those proceeds to the amortized cost of our position“.

From an income standpoint, that’s ($1.9mn) forgone on an annual basis, or about 1.7% of the BDC’s latest Net Investment Income Per Share annualized. (The second lien has a principal value of $21.4mn and an interest rate of 9.0%). As of the IIIQ 2020, there were still 4 BDCs involved with the multi-named company, with $63mn invested in first and second lien debt. Only Cion – besides AINV – holds a second lien position ($13.4mn). The remainder are in the first lien debt and may, or may not, also be in default.

AINV dropped its value in Ambrosia 30 percentage points from $16.6mn to $10mn, so it’s likely other BDCs will – at least – discount their debt further. Last quarter the senior loan was already haircut by (33%). For our part, we are downgrading the company from CCR 4 to CCR 5 and will provide an additional update when we hear from NMFC.

AMP Solar Group: Carlyle To Invest In Company

Here’s a mystery for you. What are the implications of the announcement that Carlyle Group is making a $374mn investment commitment to AMP Solar Group ? As Carlyle’s press release says, the company :

…”is a global renewable energy infrastructure manager, developer and owner. Since 2009, the Company has successfully developed over 1.8 gigawatts of distributed and utility-scale renewable generation projects, hybrid generation plus storage projects, and stand-alone battery storage projects around the world. Amp Energy’s proprietary digital energy platform, Amp X, also provides a diverse portfolio of disruptive and interoperable solutions, including a state-of-the-art smart transformer, that enable real-time autonomous management and optimized dispatch of all forms of distributed generation and loads across the grid. The Carlyle investment will help catalyze the continued rapid growth of both Amp’s asset base and Amp X within its core markets of North America, Japan, Australia, Iberia and the UK.

Apollo Investment (AINV) has $10mn invested in equity in AMP Solar (owns 6.6%) and $13.2mn in a UK subsidiary, which goes by the name AMP Solar Group UK or Solarplicity. The former investment is valued at a (14%) discount to cost while the latter is valued at only $0.17 on the dollar. The debt and the preferred on the UK company is on non accrual so the entire $23.2mn which AINV has invested at cost is non-income producing.

We don’t know if Carlyle’s involvement validates the multi-year investment in AMP Solar and we will see either a sale of the BDC’s position to them or an increase in the business valuation. Maybe the debt to the UK operation – never very profitable as the yield was fixed at 4% – will return ? We just don’t know but hope to learn more from AINV when IVQ 2020 results are published and discussed in February 2021.

Sequential Brands: Charged With Accounting Fraud

The BDC Credit Reporter has written multiple articles about publicly traded Sequential Brands (SQBG) over the last two years. There are five different updates in the archives. In the past, we were mostly concerned about the consumer brands conglomerate’s liquidity. Now the company, it’s shareholders and creditors face a new challenge: charges by the SEC that the company did not properly account for goodwill.

The complaint, filed in federal district court in Manhattan, charges Sequential with violating antifraud, reporting, books and records, and internal controls provisions of the federal securities laws and seeks injunctive relief and civil monetary penalties”.

As reported previously, there are three BDCs with exposure to the company, of which two have outsized amounts outstanding – mostly in first lien debt due in 2024: FS KKR Capital II (FSKR) and FS KKR Capital (FSK), with $218mn and $61mn respectively invested at cost. Far behind in terms of dollars – but invested in second lien debt is Apollo Investment (AINV) with $13mn.

For our part, we had recently upgraded Sequential from CCR 4 to CCR 3 in mid-year 2020 as our concerns about weak liquidity and a potential restructuring or bankruptcy seemed overblown at a time when the BDCs themselves (through IQ 2020) were valuing their debt almost at par. We had removed the company from our Weakest Links list as well.

Still, back on September 2, 2020 we wrote in our internal notes: “We wonder – after reviewing the IIQ 2020 results again – whether we were wise to upgrade from CCR 4 to CCR 3 following the IQ 2020 valuations. We may have allowed ourselves to be taken in by the almost knee jerk optimistic valuation of BDC lenders/investors when facing a major exposure. For example, AINV’s second lien debt is discounted but -5%. Regrets. We may have a few“.

Now we’re back to downgrading Sequential to CCR 4 again. It’s not just the SEC charges – which do not seem to have fazed shareholders. We also note that the Board has announced its intention to explore “strategic alternatives“. Furthermore, we’ve noticed that the FS KKR BDCs have been increasing their discount of the first lien debt in the last two quarters. At September 30, 2020 the discount was (15%). (AINV discounts its more junior debt only -4%).

Taken together, this is worrying and given the aggregate size of BDC exposure – $292mn at cost and $25mn of annual interest income – worth paying attention to. FSKR and FSK shareholders should have a special interest in any outcome – especially a poor one. Given the “strategic alternatives” exploration, we may hear sooner rather than later about the direction of Sequential Brands.

Dynamic Product Tankers: Changes In Debt

For what it’s worth: there’s something happening here, but what it is ain’t exactly clear. We’re cribbing from Buffalo Springfield to reference Dynamic Product Tankers. The shipping business is 85% owned by Apollo Investment (AINV) and has been since 2015. (The rest is held by management). Since 2018, the BDC owner has also been a first lien lender with a $42mn first lien loan due in 2023 and priced at LIBOR + 700 basis points. [There’s another $50mn invested in the equity, which is valued at just $27.1mn but that’s another part of the story].

In the IIIQ 2020 AINV’s 10-Q no longer shows that 2023 first lien loan but a now $22mn subordinated loan due in 2024. Furthermore, the pricing on this ostensibly more junior capital is only LIBOR + 500 basis points. Management has not explained the change on its latest conference call but the 10-Q does show that the value of AINV’s investment has been written down ($9.5mn) in the past 6 months. That represents a third of AINV’s unrealized losses on its control companies in this period: i.e. material.

This could be a glass half full or half empty story. If the former, AINV has received some repayment of its debt, either from Dynamic or from a third party lender refinancing a portion of that first lien debt. If the latter, AINV is being pushed down the capital structure of the company to generate some cash by pledging a first security interest to a new lender. The low pricing for the debt and the continuing drop in the enterprise value makes us plump for the darker theory.

This has already impacted the income generated from this investment, which has dropped from a $3.5mn level to $1.2mn annual pace. Of course, if things are getting worse at Dynamic Product Tankers even that remaining income may be at risk and all the $49.1mn in debt and equity value remaining.

The BDC Credit Reporter affirms our existing CCR 4 rating on the company. We are not adding this to the Weakest Links list because AINV’s dual role of owner and lender makes very difficult handicapping when a default on the debt might be triggered. This may prove to be an important credit story for AINV, or much ado about nothing. We will learn something more when AINV next reports its results.

Spotted Hawk Development: IIIQ 2020 Update

Spotted Hawk Development LLC is the BDC’s largest single remaining energy investment and the only one still generating current income for the BDC. As a result, the BDC Credit Reporter is undertaking an update as of September 30, 2020. The total cost remains $115mn, essentially unchanged from the prior period. However, the fair market value has dropped to $42.3mn from $47.5mn. The reduction occurred in the Tranche A senior loan (there are three tranches), which remains on non accrual.

Currently only Tranche A of the debt is still “performing”, with a cost of $24.7mn and a slightly higher FMV. The debt is priced at a 12.0% yield, generating $3.0mn of annual investment income, equal to 2.7% of the BDC’s annualized Net Investment Income Per Share.

Management provided no update on the company this quarter and no analyst asked a question. We affirm the company’s CCR 5 rating, which has been in place since 2016 and continue to expect – given the parlous state of the energy sector – that this investment will end in a huge realized loss and – probably – a further decrease in fair market value from the IIIQ 2020 level. What’s impossible to tell – given that AINV controls this business and has – is whether Spotted Hawk will continue to pay its interest. Given the valuation trend, the outlook for payment and for valuation looks bleak.

KLO Holdings: IIIQ 2020 Update

With no guidance from BDC lender Apollo Investment (AINV), the BDC Credit Reporter recently wrote an update on October 17, 2020 about KLO Holdings – holding company for a kayak manufacturer with operations in the US and Canada. We posited that the BDC investment in the business – which failed earlier in the year – would result in a 100% write-off and everyone would move on.

Now that we’ve had a chance to dig into AINV’s IIIQ 2020 financials we’re changing our story. Once again we are getting no help from AINV – which like most BDC managers only episodically shares an anecdote or two about underperforming portfolio companies. We do know, though, from the 10-Q that AINV booked a ($3.7mn) realized loss in the IIIQ 2020 associated with KLO Holdings. However, a new borrower is now listed in the KLO Holdings Group : 1244311 B.C. Ltd. To this entity AINV has advanced $4.0mn in debt and $1.0mn in equity.

The $4.8mn invested in cost at the KLO Holdings subsidiary KLO Acquisition, in the form of a loan, remains valued at zero and on non accrual. The Canadian subsidiary of KLO holdings 9357-5991 Quebec Inc. had a cost of $8.657mn as of June, also in the form of a loan. That’s cost has now been reduced to zero. We’re guessing this is where the ($3.7mn) realized loss came from and the remaining $5.0mn transferred to the new entity: 1244311 B.C. Ltd. Of that $4mn in new debt, three quarters is cash paying, according to the 10-Q, and $1mn is in PIK form. AINV has valued its “new” $5.0mn investment at $4.844mn. The rest of the historic advances to KLO Acquisition and 9357-5991 Quebec Inc. are valued at zero.

That took us half an hour to parse out, so if you’re confused we sympathize. The bottom line, though, is that AINV has taken a small realized loss equal to one quarter of its June 2020 exposure to the KLO Holdings companies, but continues to have exposure to a new company by moving obligations around and changing their form. This means KLO Holdings is both a non performing and a performing loan, depending what subsidiary entity you’re talking about !

We have clearly under-estimated the unwillingness of AINV to give up and walk away. Only time will tell though if these are just realized losses delayed by these clever transactions or whether the BDC might participate in some turnaround and eventual partial or full recovery. Admittedly, the current FMV is low: just $2.157mn, and the amount of interest income being now received is very modest. For readers, this story of the changing nature of AINV’s kayak investment is a useful example of the flexibility BDCs have to re-characterize and restructure their assets. Investors have the challenge of trying to keep up in order to have a sense of what value is lost or created.

Ambrosia Buyer Corp : Lender Dispute

Occasionally BDCs use different corporate names for portfolio companies, which is very confusing for the BDC Credit Reporter and requires much checking and double checking. In this case we are going to discuss Ambrosia Buyer Corp; Trimark USA LLC and TMK Hawk Parent Corp. Three names but one company and set of debt. As CreditRisk Monitor explains: “Ambrosia Buyer, Corp. was formed by Centerbridge Partners, L.P. to facilitate its acquisition of TMK Hawk Parent Corp. d/b/a TriMark USA, LLC (“TriMark”) from Warburg Pincus LLC. TriMark is a leading distributor of foodservice equipment and supplies in North America serving over 80,000 customers”. Several BDC lenders are involved in a first lien Term Loan due August 2024 and a second lien maturing one year later. Total BDC exposure is a material $63.5mn at cost, split between four firms: Apollo Investment (AINV); New Mountain Finance (NMFC); Audax Credit BDC and Cion Investment, which is related to AINV.

The debt was performing normally till Covid came along but was downgraded from CCR 2 to CCR 3 in the IQ 2020 and then to CCR 4 in the IIQ 2020. We were influenced by the ever lower BDC valuations and a major downgrade of Trimark by Moody’s in the spring. As of September 2020, the BDCs involved are discounting their exposure by anywhere from (21%) to (33%). The AINV/Cion combo are in the second lien debt and the other BDCs in the 2024 first lien. However, AINV/Cion have applied the more modest discounts, which seems counter-intuitive.

In any case, Ambrosia/Trimark is caught up in a major struggle between lenders that has ended up in court. Here is the dispute in a nutshell as spelled out by Institutional Investor: “

“…a group of lenders to TriMark USA, which provides equipment to the foodservice industry, sued their fellow private credit providers, alleging that they improperly amended the credit agreement.

TriMark has been struggling during the pandemic, as its customers — restaurants — had to close. The lenders changed the credit agreement in a bid to give the company more liquidity.  

Friday’s lawsuit claims that these changes devalued certain lenders’ debt and makes it less likely that they’ll get repaid if TriMark defaults. “This breach-of-contract case arises from a cannibalistic assault by one group of lenders in a syndicate against another,” the lawsuit said.” 

The plaintiffs include Audax, BlueMountain Capital Management, Golub Capital Partners, Intermediate Capital Group, New Mountain Finance Corp., Shenkman Capital Management, York CLO Managed Holdings, and Z Capital Credit Partners. 

..The list of asset managers and owners they are suing is long. Two of the defendants are TriMark’s private equity owners Centerbridge Partners and Blackstone, which holds a minority stake in the company. “Blackstone is a minority investor in the company and these claims are wholly without merit,” a spokesperson for the firm said via email. A spokesperson for Centerbridge declined to comment

The plaintiffs are also suing BlackRock, Ares Management, Oaktree, Sculptor Capital Management, Australia’s Future Fund, and the Canadian construction industry pension plan, among several others“.

We can’t hope to disentangle here which BDC is on which side and who might be doing what to whom. The attached FT article is a useful primer, but may get overtaken by events. Our purpose is simply to highlight that this is a contentious credit and may yet result in significant defaults occurring. Most at risk on paper is NMFC with $33mn invested at cost, but in first lien debt. Next is AINV with $21.1mn, followed by Cion with $13.2mn, both in the 2025 Term loan. Audax has a very modest, noin material exposure.

We are maintaining the CCR 4 rating assigned earlier in the year and will revert back when this dispute plays out in a way that allows us to determine what lasting damage might occur to the BDCs involved – if any. As half of Ambrosia/Trimark’s customers – according to Moody’s – are restaurants and that the group already has a Caa rating on the company, we are not optimistic. We don’t know enough to add the company to the Weakest Links list, so we’re not “calling” an imminent payment default. Would we be surprised if one occurred ? No, given the dire economic conditions and the 10X debt to EBITDA remarked on by Moody’s as far back as April 2020.

A-L Parent: IIIQ 2020 Update

After reviewing the IIIQ 2020 BDC results, there are two developments worth noting at Learfield Communications, owned by A-L Parent, which we last wrote about last quarter. First, our decision to downgrade the company to CCR 4 from CCR 3 on August 7, 2020 was validated by Apollo Investment’s (AINV) latest valuation. The BDC is discounting the second lien Term loan by (34%) from (22%). That’s a ($0.650mn) reduction in FMV to $3.654mn. The income involved – still being received – amounts to just under $0.5mn a year.

Secondly, Bain Capital Specialty Finance (BCSF) – which was also a second lien lender as of June, seems to have decamped, leaving AINV as the only remaining lender.

We affirm the CCR 4 rating and the inclusion of the company on the Weakest Links list, which means chances are high of a default in the next quarter.