Bain Capital Specialty Finance(BCSF) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents unaudited consolidated financial statements and management's discussion and analysis Item 1. Consolidated Financial Statements This section presents unaudited consolidated financial statements, cash flows, and investment schedules Consolidated Statements of Assets and Liabilities Total assets and liabilities decreased slightly from 2021 to 2022, leading to a minor reduction in net assets | Metric | As of Sep 30, 2022 (in thousands) | As of Dec 31, 2021 (in thousands) | Change (in thousands) | | :----- | :-------------------------------- | :-------------------------------- | :-------------------- | | Total Assets | $2,521,383 | $2,571,193 | $(49,810) | | Total Liabilities | $1,425,269 | $1,471,187 | $(45,918) | | Total Net Assets | $1,096,114 | $1,100,006 | $(3,892) | | Net Asset Value per Share | $16.98 | $17.04 | $(0.06) | Consolidated Statements of Operations Net investment income increased in 2022, but net assets from operations decreased due to realized and unrealized losses | Metric | 3 Months Ended Sep 30, 2022 (in thousands) | 3 Months Ended Sep 30, 2021 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :----- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Total Investment Income | $62,815 | $49,545 | $161,190 | $145,864 | | Total Expenses, net of fee waivers | $28,712 | $27,784 | $78,669 | $80,014 | | Net Investment Income | $34,103 | $21,761 | $82,521 | $65,850 | | Net Realized Gain (Loss) | $13,962 | $(5,992) | $18,742 | $(9,681) | | Net Change in Unrealized Appreciation (Depreciation) | $(37,014) | $7,573 | $(39,302) | $41,359 | | Net Increase in Net Assets from Operations | $11,051 | $23,342 | $61,961 | $97,528 | | Basic and Diluted Net Investment Income per Share | $0.53 | $0.34 | $1.28 | $1.02 | | Basic and Diluted Increase in Net Assets per Share | $0.17 | $0.36 | $0.96 | $1.51 | Consolidated Statements of Changes in Net Assets Total net assets decreased in 2022, driven by unrealized depreciation and stockholder distributions, despite increased net investment income | Metric | 3 Months Ended Sep 30, 2022 (in thousands) | 3 Months Ended Sep 30, 2021 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :----- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Net Investment Income | $34,103 | $21,761 | $82,521 | $65,850 | | Net Realized Gain (Loss) | $13,962 | $(5,992) | $18,742 | $(9,681) | | Net Change in Unrealized Appreciation (Depreciation) | $(37,014) | $7,573 | $(39,302) | $41,359 | | Net Increase in Net Assets from Operations | $11,051 | $23,342 | $61,961 | $97,528 | | Stockholder Distributions | $(21,951) | $(21,951) | $(65,853) | $(65,853) | | Total Increase (Decrease) in Net Assets | $(10,900) | $1,391 | $(3,892) | $31,675 | | Net Assets at End of Period | $1,096,114 | $1099,679 | $1,096,114 | $1099,679 | | Net Asset Value per Common Share | $16.98 | $17.03 | $16.98 | $17.03 | Consolidated Statements of Cash Flows Operating activities shifted from cash provision in 2021 to usage in 2022, while financing activities provided substantial cash | Metric | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :----- | :----------------------------------------- | :----------------------------------------- | | Net Cash Provided by (Used in) Operating Activities | $(379,883) | $196,452 | | Net Cash (Used in) Provided by Financing Activities | $235,543 | $(182,302) | | Net Increase (Decrease) in Cash, Foreign Cash, Restricted Cash and Cash Equivalents | $(144,340) | $14,150 | | Cash, Foreign Cash, Restricted Cash and Cash Equivalents, End of Period | $58,829 | $92,908 | Consolidated Schedules of Investments This section details the investment portfolio by type, region, and industry, including joint ventures Investment Type (as of Sep 30, 2022) | Investment Type (as of Sep 30, 2022) | Amortized Cost (in thousands) | Fair Value (in thousands) | % of Total Portfolio (Fair Value) | | :----------------------------------- | :---------------------------- | :------------------------ | :-------------------------------- | | First Lien Senior Secured Loans | $1,674,322 | $1,594,469 | 69.5% | | Subordinated Note Investment Vehicles | $224,284 | $224,284 | 9.8% | | Equity Interest | $208,853 | $208,755 | 9.1% | | Second Lien Senior Secured Loans | $97,984 | $96,054 | 4.2% | | Preferred Equity | $50,990 | $71,738 | 3.1% | | Equity Interest Investment Vehicles | $60,486 | $58,647 | 2.6% | | Subordinated Debt | $38,734 | $39,478 | 1.7% | | Warrants | $480 | $530 | 0.0% | | Preferred Equity Interest in Investment Vehicles | $10 | $(433) | 0.0% | | Total Investments | $2,356,143 | $2,293,522 | 100.0% | Geographic Region (as of Sep 30, 2022) | Geographic Region (as of Sep 30, 2022) | Amortized Cost (in thousands) | Fair Value (in thousands) | % of Total Portfolio (Fair Value) | | :------------------------------------- | :---------------------------- | :------------------------ | :-------------------------------- | | United States | $2,054,218 | $2,005,137 | 87.4% | | Cayman Islands | $114,115 | $113,796 | 5.1% | | United Kingdom | $81,284 | $74,077 | 3.2% | | Germany | $26,833 | $25,984 | 1.1% | | Canada | $18,833 | $18,847 | 0.8% | | Ireland | $19,146 | $16,838 | 0.7% | | Belgium | $11,036 | $12,024 | 0.5% | | Australia | $12,087 | $10,512 | 0.5% | | Luxembourg | $8,125 | $6,671 | 0.3% | | Netherlands | $5,160 | $4,646 | 0.2% | | Guernsey | $4,780 | $4,503 | 0.2% | | Israel | $341 | $344 | 0.0% | | Sweden | $185 | $143 | 0.0% | | Total | $2,356,143 | $2,293,522 | 100.0% | Industry (as of Sep 30, 2022) | Industry (as of Sep 30, 2022) | Amortized Cost (in thousands) | Fair Value (in thousands) | % of Total Portfolio (Fair Value) | | :---------------------------- | :---------------------------- | :------------------------ | :-------------------------------- | | Aerospace & Defense | $398,665 | $380,118 | 16.6% | | Investment Vehicles | $284,780 | $282,498 | 12.3% | | High Tech Industries | $220,512 | $217,497 | 9.5% | | Services: Business | $170,902 | $163,918 | 7.1% | | Consumer Goods: Non-Durable | $130,849 | $129,695 | 5.7% | | Construction & Building | $117,017 | $113,634 | 5.0% | | Healthcare & Pharmaceuticals | $101,715 | $99,633 | 4.3% | | Transportation: Cargo | $86,852 | $91,874 | 4.0% | | Automotive | $78,189 | $78,215 | 3.4% | | Transportation: Consumer | $81,733 | $78,151 | 3.4% | | Energy: Oil & Gas | $57,002 | $74,898 | 3.3% | | Consumer Goods: Durable | $84,266 | $74,692 | 3.3% | | FIRE: Insurance | $64,944 | $62,954 | 2.7% | | Retail | $60,350 | $53,266 | 2.3% | | FIRE: Finance | $49,741 | $47,545 | 2.1% | | Telecommunications | $46,415 | $47,204 | 2.1% | | Hotel, Gaming, & Leisure | $37,159 | $36,068 | 1.6% | | Environmental Industries | $35,140 | $34,538 | 1.5% | | Media: Diversified & Production | $36,721 | $34,136 | 1.5% | | Capital Equipment | $31,046 | $30,728 | 1.3% | | Media: Advertising, Printing & Publishing | $54,169 | $27,819 | 1.2% | | Wholesale | $26,426 | $27,640 | 1.2% | | Media: Publishing | $21,507 | $20,356 | 0.9% | | Services: Consumer | $17,585 | $17,823 | 0.8% | | Containers, Packaging & Glass | $16,372 | $16,071 | 0.7% | | Beverage, Food & Tobacco | $7,359 | $14,702 | 0.6% | | Chemicals, Plastics, & Rubber | $14,177 | $14,065 | 0.6% | | Banking | $7,736 | $7,980 | 0.3% | | Consumer goods: Wholesale | $8,839 | $7,086 | 0.3% | | Hospitality Holdings | $5,000 | $5,841 | 0.3% | | Media: Broadcasting & Subscription | $2,825 | $2,717 | 0.1% | | Banking, Finance, Insurance & Real Estate | $150 | $160 | 0.0% | | Total | $2,356,143 | $2,293,522 | 100.0% | - The company formed International Senior Loan Program, LLC (ISLP) on February 9, 2021, an unconsolidated joint venture with Pantheon, primarily investing in non-US first lien senior secured loans. As of September 30, 2022, the Company's investment in ISLP was $173.3 million in subordinated notes and $54.6 million in equity interests[125] - The company formed Bain Capital Senior Loan Program, LLC (SLP) on February 9, 2022, a joint venture with Amberstone Co., Ltd., primarily investing in senior secured first lien loans of U.S. borrowers. As of September 30, 2022, the Company's investment in SLP consisted of $51.0 million in subordinated notes, ($0.4) million in preferred equity interests, and $4.1 million in equity interests[150] Notes to Consolidated Financial Statements This section explains financial statements, covering organization, accounting policies, investment valuation, and debt Note 1. Organization BCSF, formed in 2015, operates as an externally managed BDC, focusing on senior direct lending - BCSF was formed on October 5, 2015, and commenced investment operations on October 13, 2016[68] - The company operates as a Business Development Company (BDC) and intends to qualify as a Regulated Investment Company (RIC) for tax purposes[68] - BCSF is externally managed by BCSF Advisors, LP, focusing on senior investments (first or second lien) in middle-market companies with $10.0 million to $150.0 million in EBITDA[68][70] Note 2. Summary of Significant Accounting Policies This note details accounting practices, including US GAAP, investment valuation, revenue recognition, and non-accrual loans - The company's financial statements are prepared in accordance with US GAAP for investment companies (ASC Topic 946)[72] - Investments are valued using a fair value hierarchy (Level 1, 2, 3), with Level 3 valuations relying on unobservable inputs and subject to Advisor and Board oversight[78][80][82][83] - Revenue recognition includes interest income (accrual basis, effective interest method for discounts/premiums), PIK income, and dividend income (accrual or record date basis); loans are placed on non-accrual status when principal or interest collection is doubtful[86][88][90] - As of September 30, 2022, there were four loans from two issuers on non-accrual status, compared to none as of December 31, 2021[90] Note 3. Investments This note details the investment portfolio's composition by type, region, industry, and joint ventures Investment Type (as of Sep 30, 2022) | Investment Type (as of Sep 30, 2022) | Amortized Cost (in thousands) | Fair Value (in thousands) | % of Total Portfolio (Fair Value) | | :----------------------------------- | :---------------------------- | :------------------------ | :-------------------------------- | | First Lien Senior Secured Loans | $1,674,322 | $1,594,469 | 69.5% | | Subordinated Note Investment Vehicles | $224,284 | $224,284 | 9.8% | | Equity Interest | $208,853 | $208,755 | 9.1% | | Second Lien Senior Secured Loans | $97,984 | $96,054 | 4.2% | | Preferred Equity | $50,990 | $71,738 | 3.1% | | Equity Interest Investment Vehicles | $60,486 | $58,647 | 2.6% | | Subordinated Debt | $38,734 | $39,478 | 1.7% | | Warrants | $480 | $530 | 0.0% | | Preferred Equity Interest in Investment Vehicles | $10 | $(433) | 0.0% | | Total Investments | $2,356,143 | $2,293,522 | 100.0% | - ISLP, an unconsolidated joint venture with Pantheon, had $623.0 million in debt and equity investments at fair value as of September 30, 2022, with a weighted average yield of 8.0%; the Company had $19.7 million in unfunded capital contributions to ISLP[130][132] - SLP, a newly formed joint venture with Amberstone, had $570.6 million in investments at fair value as of September 30, 2022, with a weighted average yield of 9.3%; SLP acquired 70% of the Company's 2018-1 portfolio membership interests, leading to its deconsolidation[150][154][157] Note 4. Fair Value Measurements This note details fair value measurements using the ASC 820 hierarchy, including Level 3 investments and their unobservable inputs Fair Value Hierarchy (as of Sep 30, 2022) | Fair Value Hierarchy (as of Sep 30, 2022) | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Measured at Net Asset Value (in thousands) | Total (in thousands) | | :---------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :----------------------------------------- | :------------------- | | Total Investments | $0 | $77,232 | $2,158,076 | $58,214 | $2,293,522 | | Cash Equivalents | $31,249 | $0 | $0 | $0 | $31,249 | | Forward Currency Exchange Contracts (asset) | $0 | $12,886 | $0 | $0 | $12,886 | - For Level 3 assets, valuation techniques include discounted cash flows (using comparative yields and discount rates) and comparable company multiples (using EBITDA and revenue multiples)[179] Level 3 Asset Type (as of Sep 30, 2022) | Level 3 Asset Type (as of Sep 30, 2022) | Fair Value (in thousands) | Significant Unobservable Inputs | Range (Weighted Average) | | :-------------------------------------- | :------------------------ | :------------------------------ | :----------------------- | | First Lien Senior Secured Loan | $1,168,359 | Comparative Yields | 6.9% - 22.1% (12.2%) | | First Lien Senior Secured Loan | $65,089 | EBITDA Multiple | 4.8x - 8.5x (7.1x) | | Second Lien Senior Secured Loan | $96,054 | Comparative Yields | 13.3% - 20.8% (14.8%) | | Subordinated Note Investment Vehicles | $224,284 | Recovery Rate | 100% | | Equity Interest | $124,005 | Discount Rate | 10.0% - 16.4% (15.2%) | Note 5. Related Party Transactions This note details related party transactions, including management fees, incentive fees, and the Revolving Advisor Loan - The Base Management Fee is 1.5% (0.375% per quarter) of gross assets, tiered to 1.0% (0.25% per quarter) for assets attributable to leverage decreasing asset coverage below 200%[188] Fee Type | Fee Type | 3 Months Ended Sep 30, 2022 (in thousands) | 3 Months Ended Sep 30, 2021 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Base Management Fee (gross) | $8,853 | $8,776 | $25,673 | $26,096 | | Base Management Fee Waiver | $0 | $0 | $0 | $(4,837) | | Incentive Fee (gross) | $2,976 | $4,531 | $10,356 | $19,301 | | Incentive Fee Waiver | $0 | $0 | $0 | $(4,519) | - The incentive fee has two parts: an income-based fee calculated quarterly with a three-year lookback and a capital gains incentive fee determined annually based on realized capital gains[190][192][201] - The company has an unsecured Revolving Advisor Loan with BCSF Advisors, LP, with a maximum credit limit of $50.0 million and a maturity date of March 27, 2023; as of September 30, 2022, there were no borrowings under this loan[210][254] Note 6. Debt This note details debt obligations, including principal, interest, maturities, covenant compliance, and note deconsolidation Debt Instrument | Debt Instrument | Total Aggregate Principal Amount Committed (in thousands) | Principal Amount Outstanding (as of Sep 30, 2022, in thousands) | Carrying Value (as of Sep 30, 2022, in thousands) | | :-------------- | :-------------------------------------------------------- | :-------------------------------------------------------------- | :------------------------------------------------ | | 2019-1 Notes | $352,500 | $352,500 | $351,066 | | Revolving Advisor Loan | $50,000 | $0 | $0 | | March 2026 Notes | $300,000 | $300,000 | $296,106 | | October 2026 Notes | $300,000 | $300,000 | $294,467 | | Sumitomo Credit Facility | $635,000 | $418,000 | $418,000 | | Total Debt | $1,637,500 | $1,370,500 | $1,359,639 | - The company's asset coverage ratio was 180.0% as of September 30, 2022, exceeding the 150% requirement for BDCs[216] - The 2018-1 Notes were deconsolidated from the Company's financial statements on March 7, 2022, following the sale of 70% of its membership equity interests to SLP[232] - The Sumitomo Credit Facility's total commitments increased from $300.0 million to $635.0 million through amendments in July and August 2022, and its benchmark provisions were replaced with SOFR[283][284] Note 7. Derivatives This note discusses forward currency exchange contracts to manage foreign exchange risk, detailing exposure and impact - The company uses forward currency exchange contracts to reduce exposure to foreign currency exchange rate fluctuations[291][292] Metric | Metric | 3 Months Ended Sep 30, 2022 (in thousands) | 3 Months Ended Sep 30, 2021 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :----- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Net Realized Gains (Losses) on Forward Currency Exchange Contracts | $17,633 | $(2,085) | $20,894 | $(23,773) | | Net Change in Unrealized Appreciation on Forward Currency Exchange Contracts | $(2,210) | $6,080 | $7,565 | $26,685 | | Total Net Realized and Unrealized Gains (Losses) on Forward Currency Exchange Contracts | $15,423 | $3,995 | $28,459 | $2,912 | - For the three and nine months ended September 30, 2022, the company's average U.S. dollar notional exposure to forward currency exchange contracts was $160.6 million and $139.9 million, respectively[293] Note 8. Distributions This note summarizes distributions declared to common stockholders, totaling $65.853 million ($1.02 per share) for both 2022 and 2021 Date Declared | Date Declared | Record Date | Payment Date | Amount Per Share | Total Distributions (in thousands) | | :------------ | :---------- | :----------- | :--------------- | :--------------------------------- | | Feb 16, 2022 | Mar 31, 2022 | Apr 29, 2022 | $0.34 | $21,951 | | Apr 26, 2022 | Jun 30, 2022 | Jul 29, 2022 | $0.34 | $21,951 | | Jul 26, 2022 | Sep 30, 2022 | Oct 28, 2022 | $0.34 | $21,951 | | Total | | | $1.02 | $65,853 | - Distributions are determined by the Board and are generally based on estimated earnings, with the final tax characterization determined at fiscal year-end[91][309] Note 9. Common Stock/Capital This note details common stock and capital structure, including authorized shares, issuances, and share repurchase authorizations - The company has 100,000,000,000 authorized common shares ($0.001 par value) and 10,000,000,000 authorized preferred shares (none issued)[310] - As of September 30, 2022, 64,562,265.27 common shares were outstanding[9] - In June 2020, the company completed a transferable subscription rights offering, issuing 12,912,453 shares at $10.2163 per share, generating $129.6 million in net proceeds[315] - The Board authorized a $50 million share repurchase program in May 2019, but no repurchases have been made as of September 30, 2022[314][424] Note 10. Commitments and Contingencies This note outlines $307.3 million in unfunded commitments under loan agreements and confirms no material legal proceedings Category | Category | Unfunded Commitments (as of Sep 30, 2022, in thousands) | | :------- | :------------------------------------------------------ | | Total Unfunded Commitments | $307,312 | - Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and operational metrics[321] - The company is not currently subject to any material legal proceedings and is not aware of any threatened claims[324] Note 11. Financial Highlights This note presents key financial highlights, including per-share data, total returns, and financial ratios Metric | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :----- | :-------------------------- | :-------------------------- | | Net Asset Value at Beginning of Period | $17.04 | $16.54 | | Net Investment Income per Share | $1.28 | $1.02 | | Net Realized Gain (Loss) per Share | $0.29 | $(0.15) | | Net Change in Unrealized Appreciation (Depreciation) per Share | $(0.61) | $0.64 | | Net Increase in Net Assets from Operations per Share | $0.96 | $1.51 | | Stockholder Distributions from Income per Share | $(1.02) | $(1.02) | | Net Asset Value at End of Period | $16.98 | $17.03 | | Per Share Market Value at End of Period | $12.00 | $14.84 | | Total Return Based on Market Value | (15.03)% | 30.87% | | Total Return Based on Net Asset Value | 5.69% | 9.30% | | Ratio of Net Investment Income to Average Net Assets | 10.29% | 8.45% | | Ratio of Total Net Expenses to Average Net Assets | 9.19% | 9.58% | Note 12. Subsequent Events Management evaluated subsequent events through November 9, 2022, identifying no items requiring disclosure or adjustment - No material subsequent events were identified through November 9, 2022, requiring disclosure or adjustment[329] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition, operations, and cash flows, covering business overview, investment strategy, revenue, expenses, leverage, and portfolio performance - Bain Capital Specialty Finance, Inc. operates as an externally managed BDC, focusing on senior direct lending to middle-market companies with $10.0 million to $150.0 million in EBITDA[332][334] - The company primarily generates revenue from interest income on debt investments and distributions on equity investments, with 93.6% of debt investments bearing floating rates as of September 30, 2022[335][340] - As of September 30, 2022, the company's asset coverage ratio was 180.0%, meeting regulatory requirements[348] - During the nine months ended September 30, 2022, the company invested $1,292.2 million in 94 portfolio companies, resulting in a net increase in investments of $42.3 million[358] Metric | Metric | 9 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2021 (in thousands) | | :----- | :----------------------------------------- | :----------------------------------------- | | Total Investment Income | $161,190 | $145,864 | | Total Expenses, net of fee waivers | $78,669 | $80,014 | | Net Investment Income | $82,521 | $65,850 | | Net Realized Gain (Loss) | $18,742 | $(9,681) | | Net Change in Unrealized Appreciation (Depreciation) | $(39,302) | $41,359 | | Net Increase in Net Assets from Operations | $61,961 | $97,528 | - As of September 30, 2022, 90.2% of the investment portfolio was rated 2 (performing as expected), while 8.0% was rated 3 (performing below expectations) and 1.7% was rated 4 (performing materially below expectations)[380] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section addresses market risks, including interest rate and foreign currency fluctuations, providing hypothetical interest rate impact analysis and mentioning hedging strategies - The company is subject to financial market risks, including changes in interest rates and foreign currency exchange rates, primarily due to investments in illiquid loans and securities[455][457] Change in Interest Rates | Change in Interest Rates | Increase (Decrease) in Interest Income (in thousands) | Increase (Decrease) in Interest Expense (in thousands) | Net Increase (Decrease) in Net Investment Income (in thousands) | | :----------------------- | :---------------------------------------------------- | :----------------------------------------------------- | :-------------------------------------------------------------- | | Down 25 basis points | $(4,915) | $(1,926) | $(2,989) | | Up 100 basis points | $19,130 | $7,705 | $11,425 | | Up 200 basis points | $39,484 | $15,410 | $24,074 | | Up 300 basis points | $59,241 | $23,115 | $36,126 | - The company may use hedging techniques, such as forward contracts, to minimize risks from fluctuations in foreign exchange rates[457][458] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes in internal controls over financial reporting - Management concluded that disclosure controls and procedures were effective as of September 30, 2022, providing reasonable assurance for timely and accurate reporting[459] - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2022[460] PART II. OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings, nor are any threatened - The company is not currently subject to any material legal proceedings, nor is any material legal proceeding threatened against it[461] Item 1A. Risk Factors This section refers to risk factors from the 2021 Annual Report, noting no material changes but highlighting Ukraine invasion risks - No material changes to risk factors from the Annual Report on Form 10-K for the year ended December 31, 2021, were identified as of September 30, 2022[462] - Risks include potential political, social, and economic disruptions and uncertainties caused by the military invasion of Ukraine, affecting business operations of the company and its portfolio companies[463] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds to report[465] Item 3. Defaults Upon Senior Securities This item is not applicable for the reporting period - Not applicable[465] Item 4. Mine Safety Disclosures This item is not applicable for the reporting period - Not applicable[465] Item 5. Other Information No other information is reported for the period - No other information to report[465] Item 6. Exhibits This section lists all exhibits included or incorporated by reference, such as corporate documents and agreements - The report includes various exhibits such as the Amended and Restated Certificate of Incorporation, Bylaws, Dividend Reinvestment Plan, Investment Advisory Agreement, Administration Agreement, and several debt-related agreements (e.g., Indentures, Revolving Credit Agreements)[468][469][470] - Certifications from the Chief Executive Officer and Chief Financial Officer, pursuant to the Sarbanes-Oxley Act, are filed herewith[470] Signatures The report is duly signed by the Chief Financial Officer and Chief Executive Officer on November 9, 2022 - The report was signed by Sally F. Dornaus, Chief Financial Officer, and Michael A. Ewald, Chief Executive Officer, on November 9, 2022[473][474]