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Operator: Good morning, ladies and gentlemen. Thank you for standing by. Welcome to Saratoga Investment Corp’s 2025 Fiscal First Quarter Financial Results Conference call. Please note that today’s call is being recorded. During today’s presentation, all parties will be in a listen-only mode. Following management’s prepared remarks we’ll open the line for questions. At this time I’d like to turn the call over to Saratoga Investment Corp’s Chief Financial Officer and Chief Compliance Officer, Mr. Henri Steenkamp. Sir, please go ahead.

Henri Steenkamp : Thank you. I would like to welcome everyone to Saratoga Investment Corp’s 2025 Fiscal First Quarter Earnings Conference Call. Today’s conference call includes forward-looking statements and projections. We ask you to refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these forward-looking statements and projections. We do not undertake to update our forward-looking statements unless required to do so by law. Today, we will be referencing a presentation during our call. You can find our fiscal first quarter 2025 shareholder presentation in the Events and Presentation section of our investor relations website. A link to our IR page is in the earnings press release distributed last night.

A replay of this conference call will also be available. Please refer to our earnings press release for details. I would now like to turn the call over to our Chairman and Chief Executive Officer, Christian Oberbeck, who will be making a few introductory remarks.

Christian Oberbeck : Thank you, Henri, and welcome, everyone. Saratoga’s adjusted net investment income per share for the quarter increased by 12% as compared to last quarter, as stable interest rates have resulted in elevated recurring net interest margins on our portfolio relative to the past year. This quarter’s earnings reflects elevated earnings power and quality versus a year ago with a 19% increase in recurring net interest margin, generated by the 9% increase in average assets under management and the sustained levels of increased interest rates and spreads on Saratoga’s investment’s largely floating rate assets, while costs of long-term balance sheet liabilities are largely fixed. This quarter’s net investment income of $1.05 per share significantly exceeded our recently increased $0.74 dividend by 42%.

In addition, our ongoing development of sponsor relationships continues to create attractive investment opportunities from high-quality sponsors, despite the constrained general volume of M&A over the last couple of years. We believe Saratoga continues to be favorably situated for potential future economic opportunities, as well as challenges. Saratoga’s largely fixed rate interest-only covenant-free, long duration credit structure with maturities primarily two years to 10 years out positions the company well with the elevated level of interest rates delivering substantially increased margins and industry-leading dividend coverage versus largely fixed credit costs and limits risks from creditors in crisis situations. Most importantly, at the foundation of our elevated level of NII performance is the high quality nature, resilience, and balance of our approximately $1.096 billion portfolio.

Our core BDC portfolio fair value, excluding our CLO and JV, and our two restructured Pepper Palace and Zollege investments, exceeds its cost by 3.3%. We have taken decisive action with respect to Pepper Palace and Zollege, assuming full control over both investments through consensual restructurings with the prior sponsors and establishing a combined remaining fair value of $4.4 million. The Zollege restructuring was completed during the first quarter, and the Pepper Palace restructuring is imminent. We are actively implementing management changes, capital structure improvements, and business plan adjustments, which have the potential for future increases in recovery value. With these two restructurings substantially completed, we have resolved uncertainties related to two of the three portfolio companies on our watch list.

The overall financial performance and strong earnings power of our current remaining portfolio reflects the strength of the underwriting in our solid growing portfolio of companies in well-selected industry segments. We continue to approach the market with prudence and discernment in terms of new commitments in the current environment. Our originations this quarter demonstrate that despite an overall robust pipeline, there are periods like the current one where many of the investments we review do not meet our high-quality credit standards. During the quarter, we originated no new portfolio company investments while benefiting from 16 smaller follow-on investments in existing portfolio companies we know well with strong business models and balance sheets.

With originations this quarter totaling $39 million versus $76 million of repayments and amortization, our quarter-end cash position has grown to $93.3 million, improving effective leverage from 159.6% regulatory leverage to 171.2% net leverage, netting available cash against outstanding debt. Including the increase in cash since quarter-end through this week, net leverage improves further to 186%. Our credit quality for this quarter remained high at 98.3% of credits rated in our highest category, with three investments currently still in non-accrual, representing 1.6% of fair value. With 86% of our investments at quarter-end in first-lien debt and our overall portfolio generally supported by strong enterprise values and balance sheets in industries that have historically performed well in stressed situations, we believe our portfolio and leverage is well structured for challenging economic conditions and uncertainty.

Saratoga’s annualized first quarter dividend of $0.74 per share and adjusted net investment income of $1.05 per share imply a 13.1% dividend yield and an 18.6% earnings yield based on a recent stock price of $22.59 per share on July 8, 2024. The over earning of the dividend by $0.31 this quarter, or $1.24 annualized per share, increases NAV, supports the increasing dividend level and portfolio growth, as well as providing a cushion against adverse events. In volatile economic conditions such as we are currently experiencing, balance sheet strength, liquidity, and NAV preservation remain paramount for us. On March 27, 2024, we entered into a special purpose vehicle and a new three-year financing credit facility with Live Oak Bank, which provides for incremental borrowings in an aggregate amount of up to $50 million.

We upsized this to $75 million in June and added two new banking relationships. Including this new facility at quarter-end, we maintained a substantial $299 million of investment capacity to support our portfolio companies with $136 million available through our newly approved SBIC III fund, $70 million from our two revolving credit facilities, and $93 million in cash. Saratoga Investments first quarter demonstrated a solid level of performance with our key performance indicators as compared to the quarters ended May 31, 2023, and February 29, 2024. Our adjusted NII is $14.3 million this quarter, up 12% from last year and last quarter. Our adjusted NII per share is $1.05 this quarter, down 3% from $1.08 last year and up 12% from $0.94 last quarter.

Adjusted NII yield is 15.5% this quarter, up from 15% last year and up from 14% last quarter. Latest 12 months return on equity is 4.4%, down from 7.2% last year, and up from 2.5% last quarter. Our NAV per share is $26.85, down 6% from $28.48 last year, and down 1% from $27.12 last quarter. And our quarter-end NAV is $368 million, up from $337 million last year, and slightly down from $370 million last quarter. While this past year has seen markdowns to a small number of credits in our core BDC portfolio, Slide 3 illustrates how our long-term average return on equity over the last 10 years is well above the BDC industry average at 10.5% versus the industry’s 6.7% and has remained consistently strong over the past decade, beating the industry eight of the past 10 years.

As you can see on Slide 4, our assets under management have steadily and consistently risen, since we took over the BDC 14 years ago, and the quality of our credits remain solid with only three credits on non-accrual unchanged from last quarter. Our management team is working diligently to continue this positive trend as we deploy our available capital into our pipeline, while at the same time being appropriately cautious in this volatile and evolving credit environment. With that, I would like to turn the call back over to Henri to review our financial results as well as the composition and performance of our portfolio.

Henri Steenkamp : Thank you, Chris. Slide 5 highlights our key performance metrics for the fiscal first quarter ended May 31, 2024, most of which Chris already highlighted. Of note, the weighted average common shares outstanding of 13.7 million shares in Q1 and Q4 increased from 11.9 million last year. Adjusted NII increased this quarter up 11.6% from last year and up 12.1% from last quarter. The increases in investment income from higher average assets were offset by first, increased interest expense resulting from the various new notes payable and SBA debentures issued during the past year, and two, increased base and incentive management fees from higher AUM and earnings. Total expenses for this quarter, excluding interest and debt financing expenses, base management fees and incentive fees, and income and excise taxes increased from $2.3 million to $2.9 million as compared to last year and from $1.9 million for last quarter.

This represented 1.0% of average total assets on an annualized basis, up from 0.8% last year and 0.7% last quarter. Increased expenses this quarter primarily related to legal expenses incurred with the restructuring activities, as well as increased general regulatory, accounting, and compliance requirements. Also, we have again added the KPI slides 26 through 29 in the Appendix at the end of the presentation that shows our income statement and balance sheet metrics for the past nine quarters, including a 36% increase in net interest margin over the past year. Moving on to Slide 6, NAV was $367.9 million as of this quarter end, a $2.3 million decrease from last quarter, and a $30.4 million increase from the same quarter last year. This chart also includes our historical NAV per share, which highlights how this important metric has increased 21 of the past 27 quarters with Q1 down $0.27 per share and with this quarter and recent reductions primarily reflecting the specific asset markdowns already discussed.

Over the long-term our net asset value has steadily increased since 2011 and this growth has been accretive as demonstrated by the long-term increase in NAV per share. Over the past five years, NAV per share is up $2.79 per share, or 11.6%. We continue to benefit from our history of consistent realized and unrealized gains. On Slide 7, you will see a simple reconciliation of the major changes in adjusted NII and NAV per share on a sequential, quarterly basis. Starting at the top, adjusted NII per share was up $0.11, primarily due to the $0.04 increase in non-CLO NII from higher average AUM and $0.05 decrease in operating expenses. On the lower half of the slide, NAV per share decreased by $0.27, primarily due to the $0.53 net realized loss and unrealized depreciation more than offsetting the GAAP NII excess earned over the Q4 dividend.

Slide 8 outlines the dry powder available to us as of quarter end, which totaled $299 million. This was spread between our available cash, undrawn SBA debentures, and undrawn secured credit facilities. This quarter end level of available liquidity allows us to grow our assets by an additional 27% without the need for external financing with $93 million of quarter end cash available and thus fully accretive to NII when deployed and $136 million of available SBA debentures with its low-cost pricing, also very accretive. We also include a column showing any call options of our debt. This shows that our $321 million of baby bonds, effectively all our 6% plus debt, is callable within the next year, creating a natural protection against potential future decreasing interest rates, which should allow us to protect our net interest margin if needed.

Also new to our capital structure and liquidity is the Live Oak Bank three-year $50 million secured revolving credit facility that we closed in March this year and subsequently upsized to $75 million in June. We remain pleased with our available liquidity and leverage position, including our access to diverse sources of both public and private liquidity and especially taking into account the overall conservative nature of our balance sheet, the fact that almost all our debt is long-term in nature and with almost no non-SBIC debt maturing within the next two years. Also, our debt is structured in such a way that we have no BDC covenants that can be stressed during volatile times. Now I would like to move on to Slides 9 through 12 and review the composition and yield of our investment portfolio.

Slide 9 highlights that we now have $1.096 billion of AUM at fair value, and this is invested in 53 portfolio companies, one CLO fund, and one joint venture. Our first-lien percentage is 86% of our total investments, of which [54%] (ph) is in first-lien, last-out positions. On Slide 10, you can see how the yield on our core BDC assets excluding our CLO has changed over time, especially the past two years. This quarter, our core BDC yield remained the same at 12.6% with base rates relatively unchanged. The CLO yield decreased slightly to 12.4% from last quarter. The CLO is performing and current. Slide 11 shows how our investments are diversified through the US, and on Slide 12, you can see the industry breadth in diversity that our portfolio represents spread over 43 distinct industries in addition to our investments in the CLO and JV, which are included as structured finance securities.

Moving on to Slide 13, 8.4% of our investment portfolio consists of equity interests, which remain an important part of our overall investment strategy. The slides show that for the past 12 fiscal years, we had a combined $60.5 million of net realized gains from the sale of equity interest or sale or early redemption of other investments. This is net of the Zollege and Netreo losses this past quarter. This consistent realized gain performance continues to highlight our portfolio credit quality and has helped grow our NAV and is reflected in our healthy long-term ROE. That concludes my financial and portfolio review. I will now turn the call over to Michael Grisius, our Chief Investment Officer, for an overview of the investment market.

Michael Grisius : Thanks, Henri. It’s only been two months since we last caught up, so I’ll focus on our perspective on the changes in the market since then, and then comment on our current portfolio performance and investment strategy. The overall deal market continues to reflect slower deal volume and M&A activity than in historical periods, while liquidity among private equity firms remains abundant, high financing costs and elevated levels of inflation continue to constrain the private equity deal market, which drives much of the demand for new credits. At the same time, some lenders have re-entered the market as they’ve grown more confident in the macroeconomic climate. The combination of historically low M&A volume and an abundant supply of capital is causing spreads to tighten as lenders compete to win deals.

As a result, we’re anticipating some pickup in payoffs due to lenders offering extremely aggressive pricing on some of our low leverage assets. Now that said, we believe the risk adjusted gross yields on first-lien assets remain exceptional and capital structures for new deals continue to be supported by strong equity capitalizations. Overall, while new deal volume is modest as compared to our historical levels, it continues to be a favorable market for capital deployment, especially at the lower end of the middle market where we compete. The Saratoga management team has successfully managed through a number of credit cycles and that experience has made us particularly aware of the importance of first, being disciplined when making investment decisions, and second being proactive in managing our portfolio.

In an environment that has seen ever shifting expectations for the economy due to inflation and rising interest rates, among other factors, we have stayed largely focused on managing and supporting our portfolio. Our underwriting bar remains high as usual, yet we continue to find opportunities to deploy capital. As seen on slide 14, our more recent performance has been characterized by continued asset deployment in existing portfolio companies, as demonstrated with 24 follow-ons thus far this calendar year, including delayed draws, which we expect to continue. While we invested in no new platform investments this calendar year as of yet, we focused much of our time and resources on supporting our portfolio and managing a discrete few challenge credits.

Overall, our deal flow remains strong and our consistent ability to generate new investments over the long term, despite ever changing and increasingly competitive market dynamics is a strength of ours. Portfolio management continues to be critically important and we remain actively engaged with our portfolio companies and in close contact with our management teams. The few discreet credits discussed in previous quarters that are experiencing various levels of stress remain unchanged, and I will touch on them shortly. But in general, our portfolio companies are healthy, and 79% of our portfolio is generating financial results at or above prior quarter. 86% of our portfolio is in first-lien debt and generally supported by strong enterprise values in industries that have historically performed well in stress situations.

We have no direct energy or commodities exposure. In addition, the majority of our portfolio is comprised of businesses that produce a high degree of recurring revenue and have historically demonstrated strong revenue retention. Consistent with last quarter, we still have three investments on non-accrual, namely Noland, Pepper Palace, and Zollege. Now looking at leverage on this same slide, you can see that industry debt multiples have continued to come down slightly this year from their historically high levels. Total leverage of our portfolio was 4.27 times, excluding Noland, Pepper Palace, and Zollege, while the industry is now again above 5 times leverage. Despite the success we’ve had investing in highly attractive businesses and growing our portfolio over the years, it is important to emphasize that we are not aiming to grow simply for growth’s sake.

Our capital deployment bar is always high and is conditioned upon healthy confidence that each incremental investment is in a durable business and will be accretive to our shareholders. Slide 15 provides more data on our deal flow. As you can see, the top of our deal pipeline is down from prior periods, in part because we made a conscious effort to improve the quality of our deal funnel, and in part because market activity is down considerably, as previously discussed. Overall, the significant progress we’ve made in building broader and deeper relationships in the marketplace is noteworthy because it strengthens the dependability of our deal flow and reinforces our ability to remain highly selective as we rigorously screen opportunities to execute on the best investments.

As you can see on Slide 16, our overall portfolio quality remains solid. While we are presently facing challenges in a few credits, I thought I’d take a moment to highlight that our team remains focused on deploying capital in strong business models where we are confident that under all reasonable scenarios, the enterprise value of the business will sustainably exceed the last dollar of our investments. We can’t be perfect, but we strive to be as perfect as possible, and we have not veered from our thorough and cautious underwriting approach. Over the dozen plus years that we’ve been working together, we’ve invested $2.2 billion in 116 portfolio companies. We’ve had just two realized losses on investment. Over that same timeframe, we’ve successfully exited 69 of those investments, achieving gross unlevered realized returns of 15.4% on $978 million of realizations.

Even taking into account the current write-downs of a few discreet credits, our combined realized and unrealized returns on all capital invested equals 13.5%. We think this performance profile is particularly attractive for a portfolio predominantly constructed with first-lien senior debt. We continue to have three investments on non-accrual, with Pepper Palace and Zollege classified as red and Noland as yellow. Noland has been on yellow for a while and this quarter saw an improvement in the Q3 mark for the second quarter in a row, reflecting recent moderate improvement in the business and liquidity. Pepper Palace continued to suffer from poor performance and liquidity issues reflecting the further $0.6 million mark down this quarter. The remaining fair value of this investment is $2.4 million.

A transaction is imminent whereby we will restructure the balance sheet and take majority control of the business. As part of this restructuring, the turnaround specialist we have been working with who has substantial successful experience in similar situations, will invest significant equity in the business and become the CEO and a Board member. And the Zollege restructuring on the balance sheet was completed during this first quarter, resulting in us taking over the company and actively managing this investment. We have in place a framework for an agreement that would have the previous owner invest meaningful dollars in the business and work in partnership with us with the immediate goal of returning the business to its former profitability levels and the ultimate objective of exceeding those levels.

As part of the restructuring, we realized the $15.1 million realized loss for accounting, although we still have equity and a first-lien term loan in the company with a current value of $2 million. As previously communicated, during the quarter, our Netreo investment was paid off, and we realized a $6.1 million loss on our equity. It is important to note, however, that this investment taken as a whole, including both our debt and equity, produced a positive IRR of approximately 5% without taking into account any potential yield enhancement that could be achieved through our residual escrow and earn-out. In addition, the CLO and JV had $5 million of unrealized depreciation this quarter, reflecting primarily markdowns due to individual credits in our original CLO.

Of note is the rest of the core BDC portfolio has continued to perform well, resulting in $1.2 million of net unrealized appreciation across our remaining 51 portfolio companies in Q1. Our overall investment approach has yielded exceptional realized returns and recovery of our invested capital, and our long-term performance remains strong, as seen by our track record on this slide. Now, moving on to slide 17, you can see our second SBIC license is fully funded and deployed, and we are currently ramping up our new SBIC III license with $136 million of lower cost, undrawn debentures available, allowing us to continue to support US small businesses both new and existing. Now this concludes my review of the market. I’d like to turn the call back over to our CEO.

Chris?

Christian Oberbeck : Thank you, Mike. As outlined on Slide 18, our latest dividend of $0.74 per share for the quarter ended May 31, 2024, was paid on June 27, 2024. This is the largest quarterly dividend in our history and reflects a 6% and 40% increase over the past one and two years respectively. The board of directors will continue to evaluate the dividend level on at least a quarterly basis considering both company and general economic factors, including the current interest rate environment’s impact on our earnings. Recognizing the divergence of opinions on when interest rate cuts will commence and at what pace, as well as expectations for the economy, Saratoga’s Q1 over earning of its dividend by 42%, $1.05 versus $0.74 per share this quarter, deleverages by building NAV and also provides substantial cushion should economic conditions deteriorate or base rates decline.

Moving to Slide 19, our total return for the last 12 months, which includes both capital appreciation and dividends, has generated total returns of negative 5%, uncharacteristically low, and underperformed the BDC index of 27% for the same period. Our longer-term performance is outlined on our next Slide 20. Our five-year return places us almost in-line with the BDC Index, while our three-year performance is now slightly below the Index, being impacted by the recent latest 12-month performance. Since Saratoga took over management of the BDC in 2010, our total return has been 655% versus the industry’s 276%. On Slide 21, you can further see our performance placed in the context of the broader industry and specific to certain key performance metrics.

We continue to focus on our long-term metrics, such as return on equity, NAV per share, NII yield and dividend growth and coverage, all of which reflects the growing value our shareholders are receiving. While return on equity and NAV per share are lagging the industry for this past year, that is primarily due to three discreet non-accruals we have previously discussed. Our dividend coverage and dividend growth has been one of the strongest in the industry. We also continue to be one of the few BDCs who have grown NAV over the long-term and we have done it accretively. And our long term return on equity remains 1.6 times the long-term industry average. Moving on to Slide 22, all of our initiatives discussed on this call are designed to make Saratoga Investment, a leading BDC that is attractive to the capital markets community.

We believe that our differentiated performance characteristics outlined in this slide will help drive the size and quality of our investor base, including adding more institutions. These differentiating characteristics, many previously discussed, include maintaining one of the highest levels of management ownership in the industry at 12.5%, ensuring we are aligned with our shareholders. Looking ahead on Slide 23, we remain confident that our reputation, experienced management team, historically strong underwriting standards, and time and market-tested investment strategy will serve us well in navigating through challenges and uncovering opportunities in the current and future environment, and that our balance sheet, capital structure, and liquidity will benefit Saratoga shareholders in the near and long-term.

In closing, I would again like to thank all of our shareholders for their ongoing support and I would like to now open the call for questions.

Operator: Thank you. [Operator Instructions] Our first question comes from Bryce Rowe. Your line is open.

Bryce Rowe: Thanks. Good morning all.

Christian Oberbeck: Can you communicate with the operator?

Bryce Rowe: I wanted to maybe start on just the environment for investing, making comments here around repayment activity, possibly picking up. And then Chris, you made a comment about…

Christian Oberbeck: Bryce, can you pause for a moment?

Bryce Rowe: Sure.

Christian Oberbeck: Operator, can you hear us?

Operator: Yes, I can hear you. Can you hear me?

Bryce Rowe: Operator, are you still there?

Operator: One moment, Bryce. It looks like they’re having a little technical issues. Can you guys hear me?

Henri Steenkamp: Yeah, Kevin, we can hear you. You just disappeared there for a short while.

Operator: Okay, so Bryce, you can go ahead and ask your question.

Bryce Rowe: Okay. Hopefully you guys can hear me. Wanted to start here on the investing environment. You made some comments around kind of repayment activity possibly picking up. And then, Chris, you talked about cash having come in, I guess, subsequent to quarter-end. If you could just provide a little bit more commentary around that. And then also I wanted to kind of get a feel for the environment for new transactions. Obviously, it’s been pretty skinny over the last 12 months in terms of new deals into the portfolio. What is it that you’d like to see that maybe you are not seeing to get some of these newer opportunities across the finish line?

Michael Grisius: Let me try to tackle that Bryce, and all good questions. First of all, let me give you a little bit of context for that. And I’m sure you’re aware the deal volume overall for — in the U.S., especially for private equity-backed deals, I think the corporate M&A environment is starting to pick up. But for P/E-backed deals, overall M&A activity is down kind of record lows, even below any recent period in years, except for kind of the height of the COVID experience that first half of 2020. As a result, we are not seeing as much activity and opportunities to invest in new portfolio companies. Now we are still seeing plenty of opportunities to exist or to support our existing portfolio companies, and you’ve seen us do that quite actively in the last few quarters.

We have also had the benefit of not experiencing as many payoffs as a result of lower M&A activity. What is new and as we pointed out, is that I think the combination of all of the capital that’s sitting on the sidelines and the low new deal activity is causing some competition on price. And so you are seeing in certain credits, you are seeing people start to get pretty aggressive to deploy capital. And so for some of our lower leverage kind of deals where there are kind of obvious targets where we’ve seen kind of more senior lender types, et cetera, come in and offer more attractive financing, I think, we may have some payoff experience there. But generally sort of stepping back, we feel very comfortable that where we sit in the market at the lower end of the middle market and with the breadth of our relationships, as well as our portfolio that we’ll continue to have plenty of opportunities to deploy capital and that in the long run, that will outpace kind of repayment activity that we may experience.

I’d highlight, just as we step back and think about it, we think being in the lower end of the middle market is a great place to be from a credit quality standpoint also in terms of just deal activity and our opportunity to generate new deals. We think that we’ve got really strong depth at that end of the middle market with really good relationships that will fuel more opportunities to deploy capital. We feel really good about the verticals that we’re in, generally being non-cyclical and verticals that if you know them well, you can deploy capital very smartly we feel terrific about the quality of our team. We think that our underwriting and our team is among the very best in the industry. And the risk adjusted returns that you can get in senior debt complemented with equity co-investments, we think it’s just a great strategy.

And in the long run, that will continue to benefit our investors just as it has historically. In the present moment, though — and this will play out. We’ve been through a lot of different cycles. In the present moment, there is not as much deal activity and it’s kind of sort of what we’re working through, if you will.

Bryce Rowe: Got it. That’s helpful, Mike. I mean — and then again, on the — maybe a couple of follow ups. The comment about cash coming in post quarter-end, can you just give us kind of maybe a pro forma cash balance since you did make that comment? And then I also wanted to ask about the undistributed position and how you are kind of thinking about that as we think about maybe moving into the second half of 2024?

Henri Steenkamp: I might start with the cash position. We don’t generally disclose that Bryce, but we did mention, as you said, we had another deal repay, and we have a couple of others that could potentially for the reasons that Mike described. And so therefore, we felt it was worthwhile to just mention that obviously, there is sort of net cash coming in thus far being only a month into the new quarter.

Christian Oberbeck: And with regards to the spillover question, the undistributed, that is the equation we are still working on. There is a lot of technical aspects to it as we do the timing of declared dividends, magnitude of dividends and the like. And that’s something that we will be focusing more closely on as — in our next quarter.

Bryce Rowe: Okay. I appreciate you guys taking the questions. I’ll get back in queue.

Christian Oberbeck : Thanks, Bryce.

Operator: Our next question comes from Casey Alexander with Compass Point. Your line is open.

Casey Alexander: Hi, can you hear me? I know you had a little trouble there for a while.

Christian Oberbeck : Good morning Casey.

Casey Alexander: Great. Good morning. A couple of questions. First one for Mike. The LSEG lender survey has suggested that some larger private credit platforms because of the lack of deal flow in the upper middle and the traditional middle market have been coming down market some. Have you seen that form of competition creeping into your market?

Michael Grisius: We haven’t seen much of it, Casey, but a little bit. I think, one of the deals that we referenced were we might be facing a payoff is one where it is a really large senior lending institution that’s pricing the deal at a level that candidly doesn’t make any sense for us and will probably get paid off there. But outside of that, we haven’t seen it much, but we’re seeing a little bit of that, which suggests to me that there are players that are probably sitting on capital and are just looking for ways to deploy it even if the pricing isn’t really sensible.

Casey Alexander: Okay. That’s great.

Michael Grisius: I should say this though, just before we depart that. From a day-to-day kind of where we play in the marketplace and who we compete against, it is not those groups. Are we subject to somebody, an institution like that looking at a portfolio company that’s been in portfolio for a while doing really well, and they can come in and try to knock that off. yes, we are always subject to that a little bit. And this environment probably is right for that type of activity. But in terms of what we do and where we play in the market, we don’t see those by folks. They are not really set up to be underwriting the types of credits with the rigor that we do and the process that we do. And most of the deals that we do aren’t really in their size range out of the box.

So most of what doing tends to be smaller and you’ll note that with just about all of our top 10 investments all started off quite small and then they grow over time as we support their growth. So in terms of what we are doing on a new portfolio activity standpoint and kind of building our portfolio over time in the marketplace that we reside in, we don’t really see those large institutions very much. Companies have to grow up to that point, whether you’re subject to that.

Casey Alexander: Right. That makes some sense that they might be a taker of your late cycle investments that you’ve bolted on to over time. So that makes some sense. Thank you. Henri, for you, — and we have the Live Oak facility, and it looks like you’re adding back to the Live Oak facility. How would you characterize the cost in the terms of Live Oak compared to Encina? And as — is it your plan to continue to add banks to that Live Oak facility and ultimately just have it replaced the Encina facility?

Henri Steenkamp: Yes. I mean it is a great question, Casey. I think firstly what we loved about having the second facility is, it allows us to broaden our relationships with new banks in a way that still achieves our goal of having a credit facility with a really strong structure. So when that opportunity came along with a firm we know Live Oak was a great opportunity. And then the upsize, as important as the extra 25 was just because it creates more availability. We added two new banks to that in addition to Live Oak. And as you probably know, in the Encina facility there is also another bank as well. So we effectively now have five new relationships in the last two years in these two facilities. Encina still has, I think almost two years left on it.

So we don’t need to make any decisions now around, do we, at some point go back to one facility that’s just much larger. But they operate in a way that it really doesn’t create much more cost or work for us in having the two facilities versus the one. It’s just two different SPVs. But we’re set up in process-wise to deal with two versus one, it’s not a problem. From a cost perspective, it is very similar. The Live Oak facility just has a tiering. And so from how much we actually draw the rate comes down. So it starts off at the same rate, but as we draw more every 25% more that we draw, we save 25 basis points.

Casey Alexander: Yes. Well, I mean, the reason that I bring up the question is because the Encina is not the cheapest facility in the world and it has a pretty meaningful minimum draw. And so here we are sitting on $93 million of cash, and yet we have a minimum, it feels like an inefficient use of capital to a certain extent.

Henri Steenkamp: Yes. I think it is a balancing act for us and around having available liquidity for those moments when you not only just need to fund the deal, but you need it for much more important market activities or functions et cetera. And so we sort of accept that as a cost of doing business to have a very well-structured facility. But I hear you, obviously every single day, I wake up and we try to make sure we optimize our capital and our cash in the most efficient way.

Casey Alexander: Understood. Last question and I think you’ve done a much better job on the income statement of detailing where some of the other sources of income are coming from such as the dividend income and the structuring and advisory fee income. It is still in this quarter, you had about $0.09 a share or let’s call it $0.07 a share after accounting for incentive fee of other income. What’s the texture of that other income? How much of that should we think of as one-time this quarter? It is a pretty meaningful amount to be just dropped down into other.

Henri Steenkamp: Yes. No, I totally agree with you. We have split out the income statement in more detail as sort of the sources of that other income has expanded. Dividends become a bigger part of it. There is really — in other income now, it is primarily either amendment fees or prepayment fees that fall in there. And then I guess, a little bit of monitoring fees as well. But probably two-thirds of that, I would say is transactional in nature, Casey. So it’s one-off in that quarter related to a specific deal, but you tend to have those types of events occur more recurring. So it is a little bit of — it’s one-off items that sort of are recurring in nature because you obviously have prepayments that occur almost every single quarter. And you also have amendments that occur almost every single quarter. But it can be a little lumpy at some point, but I wouldn’t view all of it as one-time.

Casey Alexander: Yes. Okay. But given your comments about at least having one payoff that you know of coming up in this quarter and your sense that some more are coming, it would thus be reasonable to expect some meaningful other income in the coming quarter?

Henri Steenkamp: Yes. I mean, that could be the case. It’s obviously specific to every deal, but that’s an unreasonable assumption, yes.

Casey Alexander: Okay, great. Thank you. That’s all of my questions. Thank you.

Operator: Our next question comes from Robert Dodd with Raymond James. Your line is open.

Robert Dodd: Hi guys. A couple of questions or focus on. First, on the non-accruals, I mean last quarter, for example on knowledge, you gave us a lot of detail about what was going on and all the drivers of the issues of that business. I’m not looking to retread all of that — but with the restructuring and the partial realization write-down for example, there. I mean, was there anything that kind of trended differently that drove that? Or was that all kind of part of the plan when you gave us the detail last quarter in terms of the restructuring in [New York] (ph). Has anything changed? Or was that just a continuation of what you already saw going on?

Michael Grisius: It was a continuation of what we already saw going on. We felt like those discrete credits are meaningful enough that we wanted to discuss it again and keep people informed of events there. But now these are both credits that we are actively working, and I think there are a lot of elements of certainly those credits that we liked from the beginning that we still feel fundamentally are there in those credits, and we are going to work hard to try to recover as much capital as we can in each of those situations. But both of them, we’ve got a lot of wood to chop.

Henri Steenkamp: And Robert, I would also just add that although we’ve restructured them now and there’s a big component to some of the securities, we continue to keep them on non-accrual. As you probably noted that we continue to say we have three investments on non-accrual going forward.

Robert Dodd: Got it. I appreciate that color. Thank you. On the second one, I mean, the market color point that you always very helpful on giving it all that. I mean, like on — was a significant number, 16 follow-ons. Can you give us any color on what the nature — I mean, is this follow-on acquisitions that these portfolio companies are making? Is it incremental working capital that you’re funding or can you give us any color on the nature of when you make a follow-on? What’s the kind of thing that that’s being used for today? Because obviously, not no new platforms, but a lot of follow-on activity. So any color on what that is?

Michael Grisius: Sure. Most of the businesses that we invest in, not all of them, but most of them are pretty have a pretty healthy appetite for additional capital. And most of that is to drive growth through M&A activity through add-on activity. And so the majority of those follow-ons were really to do tuck-in acquisitions in existing platforms. And that’s something that’s worked out really well for us over the years where we’ve come in and in some cases lent. And I think our biggest portfolio company right now is one that started off as a $6 million debt piece with a $2 million equity co-investment and that company kept coming back to market to execute on acquisitions that have worked out really well. So that strategy is kind of fundamental to what we do, and that’s what the majority of those follow-ons were for.

Robert Dodd: Got it. I appreciate it. That’s what I expected you to say. So can you reconcile for because I’m just not getting something about the market, not about what you’re saying. I mean as you said, I mean your PE activity is low for new platforms. Most of the businesses you are involved in have a PE sponsor, but they’re very active on the add-on front. They are not active on the new platform front, even though the cost of financing for both is relatively elevated. So what is the differential driver? I mean, obviously, multiples are lower for add-ons may be. But what’s the driver of why people — the PE sponsors are perfectly willing to pay the incremental financing costs on an add-on but not willing to make a new platform acquisition? What’s the disconnect there? Is it [finance on the pricing or what] (ph)?

Michael Grisius: It’s a really good question. And now this is a generalization, but it’s, I think the right perspective. a new platform opportunity typically yields a pretty healthy multiple. And so when a sponsor is looking at a new platform, they usually pay up for that new platform. It’s gotten to a certain scale. It’s something that gets marketed through a really competitive process, et cetera. And in a lot of these businesses, private equity firms have been very successful doing bolt-on acquisitions that are a bit smaller that are very complementary to their core platform business and very accretive to execute with an add-on. But often, those add-on acquisitions don’t command platform multiples. They are typically a bit smaller businesses, that may not have the value that you get for a platform so you can execute on an add-on at a lower multiple and make it very accretive to shareholders.

And we’ve seen to the owners — and we’ve seen that play out very effectively in other markets. But certainly in this market, I think a lot of the private equity firms are saying, Geez, I think there is a marketplace where I can command a better exit on my business. It’s performing really well. So now it’s not the time to sell. Let’s kind of hold and figure out the best time to exit. But in the meantime, let’s continue to do what we’ve done, which is go out and continue to build the business, and some of that includes add-on activity at multiples that are lower than where they execute on the original acquisition.

Robert Dodd: Got it. Thank you for that. How was — last one, if I can. How would you characterize like the spread to your point spread between what add-on acquisitions are going for right now, what can be found for versus platform acquisitions. Obviously, from your color, there’s a big gap. Is that — I mean, is that historically large presumably or there’d be some different behavior in there. But I mean, how wide is that today versus other periods that you’ve seen in the market?

Michael Grisius: I don’t know that it is much wider. When private equity firms are executing on a new platform. It’s a very common place for them to be thinking what acquisitions can we do. There’s an organic growth component, there’s certainly some where the primary goal is to go and do acquisitions. And much of that is driven by the delta between what they think they can sell the company at a larger scale versus what they can do when they execute on smaller add-ons. And so that delta, I’m not sure it is much different. Certainly, there is variability depending on where you’re in the market and what end market they are operating in. But I wouldn’t say that they are much, much different in this environment than they are in others.

Christian Oberbeck: Yes. And one further comment I’d make on that is, again, it’s all specific to the given investment. But some of these platforms while they are acquiring a business at an X multiple pro forma for the synergies and the cost savings and things like that, it can be a significant discount. And so you’ve got a multiple arbitrage on what you go in at, but then your pro forma arbitrage is even greater. And so that’s really the economics of these buildups, and people have done very well on that.

Robert Dodd : Yeah. Got it. Thank you.

Michael Grisius: That’s a very good point. So very often, the seller and the add-on views the sale as though they’re getting X dollars for it, right, X multiple for it. But the buyer can look at the cost structure and say, I don’t really need a lot of that redundant cost, so I’m actually buying it for something less than that. So there is a — it’s kind of a win-win.

Robert Dodd: Yes. No, I appreciate that color. It all makes a lot of sense. But it seems like a lot of those dynamics like the bid ask, et cetera, that’s true at any point in the market cycle and it just seems that it’s unusually skewed not just for you, for everybody, unusually bonds right now and something is going to give at some point. But thank you for your color.

Christian Oberbeck: Actually, I think it is a very good question. And I think maybe one other perspective on it, which again, a gross generalization. But I think, it is also different markets. Some of these smaller deals are kind of they are owned by individuals, owned by families, owned by management teams and they are selling into a private equity institutional environment. And so they’re selling for different reasons. They might be selling because of life cycle, maybe they’re — they want to retire estate planning, taken as long as sort of like individually driven decisions. But I think in the private equity market, it’s much more of a market decisions going on. People may have paid certain multiples and they are not going to sell until they get a certain rate of return and there is going to hold until they get that for can’t hold any longer.

So I think that the private equity platform marketplace is a different marketplace than this other one because it is different drivers, different factors. It is not a pure rate of return timing, like a private equity firm could say well, I’m going to hold this for another two years. But the 65 year-old manager is like this is the time to sell my company. I want to move to Florida. I do whatever I want to do. And so he is not going to say, oh, I want to wait on 67 because I don’t like the market kind of ready to move on.

Robert Dodd : Yeah, understood. Thank you.

Operator: Our next question comes from Erik Zwick with [indiscernible] Capital Markets. Your line is open.

Unidentified Analyst: Thank you. Good morning everyone. Maybe first a follow-up on the fact that there were no new investment commitments in the quarter, and you mentioned that you didn’t meet your standard. I was curious if you could provide a little coverage – little color to that in terms of leverage spread, covenants. And I’m curious at all it’s all reflective of — at all reflective of some weakening in the economy? Or are you seeing some potentially sectors that you are just wanting to avoid more? So I’m wondering if you could provide some on thoughts there.

Michael Grisius: Good question. I think it’s not — I can’t tell you that it’s spread or leverage per se. I think the deal volume is down quite considerably, and we’re already highly selective when we decide to support a portfolio company. And so when you take the combination of much lower deal volume, — and then just our rigor that we apply to any of our new investment opportunities that just hasn’t yielded results. I think one of the things that we are getting attuned to, I would say, is that pricing has come down pretty considerably. And so if you look at where pricing is on deals now, let’s say, versus even a year ago, we’ve seen in some cases that pricing is 100-plus basis points lower than where it was. And so you kind of have to react to that in competitive processes as this time goes on. So that probably in a couple of cases, probably came into play as well.

Unidentified Analyst: Got it. Thank you. And other one for me. Just with respect to the restructurings of Zollege and Pepper Palace. You mentioned there is a potential to create some future increases in recovery value. And I know, it is early days for both of those just kind of completing the restructuring, but how do you think about that from a time standpoint? Have you said or will you set, say, like six months, one year, two year targets for improvement in the KPIs at those companies? Or how do you think about it from a timing perspective?

Michael Grisius: We don’t set targets in terms of we are going to give us sort of date certain and evaluate and otherwise make kind of fundamental decision. I think like anything, we are constantly evaluating what the opportunities are where we’re positioned, where the company is positioned and the best way to try to maximize value, and that’s something that you’re constantly assessing and then you make a decision based on those facts. I think in both these deals, as I mentioned, there are some elements of the businesses that we think are attractive but certainly have a lot of wood to chop. As I mentioned, we’ve got work to do to get them to a better place. So time will tell.

Unidentified Analyst: And maybe one last follow-up on that one. Just in terms of the new management teams that are putting in place, how are where have you sourced those? And I guess that’s kind of the crux of the question there.

Michael Grisius: Well, I think in Zollege’s case, we actually went to the original founder of the business, who was still — who had sold the business to the private equity sponsor and was still involved at a much lesser level. And we approached him to get involved in the business and he’s essentially kind of helping us operate it today, and he’s the one that we referenced that we’ve got a framework for a deal going forward where he will invest capital. So he was a natural person who had started that business from scratch and had made it quite successful. So we’ve got measured optimism that with kind of a renewed approach to thinking about the business and taking advantage of the market opportunities and some of the elements of the business model that we think are very sound that there is a runway for us to improve its performance.

And he feels that way, obviously because he’s investing capital, new capital into the business. In the Pepper Palace case, we came upon somebody who had in a number of situations, gotten involved in distressed credits and had made capital investments in those credits and turned around the businesses very successfully. So the person that we are working with there also has a track record of turnarounds just like this in similar type businesses, and that person will also be investing meaningful dollars in Pepper Palace.

Unidentified Analyst: Very helpful. Thanks for taking my questions today.

Michael Grisius: Thank you.

Operator: And I’m not showing any further questions at this time. I’d like to turn the call back over to Christian Oberbeck for any closing remarks.

Christian Oberbeck: Again, we thank you for your support, and we look forward to speaking to you next quarter.

Operator: Thank you. Ladies and gentlemen, this does conclude today’s presentation. You may now disconnect and have a wonderful day.