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First Quarter 2015
VALUE FOCUS
Business Development Companies
As of the First Quarter 2015, the Busi-
ness Development Companies Industry
Newsletter has rebranded as the Portfolio
Valuation: Private Equity Marks and Trends
Newsletter. You will receive a copy of it in
the mail soon. This is the final issue of the
Business Development Companies News-
letter. Archives of the Business Development
Companies Newsletter can be found at
www.mercercapital.com.
BDC Market Metrics 2
Shareholder Returns 3
BDC Performance Metrics 5
Fair Value of Benchmark BDC Loan 6
BDC and Baby Bonds 6
PFLT Announces
Acquisition of MCGC 7
About Mercer Capital 9
Business Development Companies
•	 BDC returns outpaced broad market indices during the first
quarter, which reflected some tightening in credit spreads after
widening in 2H14 and perhaps enhanced disclosure to investors
regarding exposure to energy credits that allayed some fears.
During the second half of 2014 BDCs as a group performed
poorly due to concerns about (a) exposure to the energy sector;
(b) the potential for NAVs to decline due to lower fair value marks
as a result of then widening credit spreads; and (c) expectations
for dividend cuts—which we highlighted in our 4Q14 update on
the sector.
•	 As shown in Table 1 on the next page, a group of the largest
BDCs posted a median 4.6% total return in the first quarter, which
pushed the median trailing twelve month return for the group to
2.1% from negative 3.5% in the twelve months ended December
31, 2014. The modestly positive performance over the trailing
twelve months badly lags the broader market as represented by
the SP 500 (12.7%) and the Russell 2000 (8.2%).
•	 The returns for individual BDCs are primarily keyed to changes in
dividend policy. Among the underperformers over the LTM period,
Prospect Capital (-10.7%), Fifth Street Finance Corp (-14.3%),
Medley Capital (-24.1%), and TICC Capital Corp (-19.1%) each
announced dividend cuts. In our 4Q14 update, we questioned
the sustainability of BDC dividends absent reductions in cost
structures due to asset yields that seem destined to eventually
decline absent Fed rate hikes and a limit on the amount of
leverage BDCs can deploy.
•	 Indicated dividend yields declined during the quarter to a median
of 9.3% at March 31 from 9.7% at year-end, which reflected price
appreciation and in some instances dividend cuts. Among those
that pay a material dividend, yields range from 6.8% for Main
Street Capital to 15.6% for TICC Capital Corp. Main Street has
been one of the strongest BDC performers over the past several
years, generating attractive asset yields, producing favorable
credit performance, and maintaining a low cost structure. On the
other hand TICC’s shares have been dogged by asset valuation/
credit concerns and uncertainty regarding the dividend in spite of
a modest $0.02 per share reduction in the first quarter.
•	 Rising share prices pushed the median price/NAV ratio to 98%
from 89% at December 31. Nine of the BDCs analyzed in Table
1 are trading at a premium to NAV, offering those management
teams the ability to issue new shares on a non-dilutive basis to
support portfolio growth. However, Bloomberg data reports that
first-lien leveraged loan issuance across the market fell almost
65% on a year-over-year basis during the quarter. This suggests
that loan demand at BDCs may have been muted thus far in 2015.
Indeed, 1Q15 orginators are at bellweather ARCC lagged 1Q14
by 30%.
•	 Table 2 (on page 5) presents earnings and related measure for
the same group of nineteen large BDCs, while Table 3 presents
the aggregate performance metrics over the past five quarters.
Interestingly, 4Q14 investment income ROE of 10.1% was the
highest of the five quarters; however, Table 3 tells a story that we
think will play out in the form of eventual pressure on ROE and
therefore dividend payouts.
•	 Although the gross asset yield increased about 20bps from the
prior quarter to 11.1%, the median asset yield declined 54bps
from the year ago quarter. The pressure was offset by increasing
operating leverage in the form of a 48bps reduction in operating
expenses, which resulted in little change in the net asset yield
of 7.7% on a Y-O-Y basis and 30bps improvement from the prior
quarter. Funding costs were roughly unchanged, while slightly
more leverage yielded the upward bias in investment income
ROE to 10.1%
•	 A second area that impacts BDC share performance is changes
in NAV per share from realized gains and losses and changes in
fair value marks, which in turn are influenced by high yield credit
spreads in addition to company specific factors. High yield credit
spreads tightened modestly during the quarter due to stabilization
in oil prices and an inflow of funds that were attracted to improved
values. Nevertheless, high yield spreads were 110bps wider at
March 31, 2015 compared to March 31, 2014.
•	 Charts 2 and 4 depict the tight (negative) correlation between
BDC returns and high-yield credit spreads. Unlike a depository
Value Focus
BUSINESS VALUATION 
FINANCIAL ADVISORY SERVICES
Mercer Capital | 5100 Poplar Avenue, Suite 2600, Memphis, Tennessee 38137 » 901.685.2120 (P) » www.mercercapital.com
First Quarter 2015
© 2015 Mercer Capital 2 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
Table 1: Business Development Company Market Metrics
Company Ticker
3/31/2015
Price
LTM Total
Return
1Q15
Total
Return
Assets
($millions)
Price /
Net Asset
Value
Dividend
Yield
LTM
ROAE
Ares Capital Corporation ARCC $17.17 7.1% 12.8% 9,498 102% 8.9% 11.7%
Prospect Capital Corporation PSEC $8.45 -10.7% 5.7% 6,716 82% 11.8% 9.1%
FS Investment Corporation FSIC $10.14 NA 4.4% 4,355 103% 8.8% 7.7%
Apollo Investment Corporation AINV $7.68 2.1% 6.2% 3,701 91% 10.4% 7.7%
Fifth Street Finance Corp. FSC $7.30 -14.3% -7.0% 2,950 80% 9.9% 3.4%
Solar Capital Ltd. SLRC $20.24 0.9% 14.7% 1,686 92% 7.9% 5.0%
Main Street Capital Corporation MAIN $30.90 2.3% 7.5% 1,694 148% 6.8% 11.4%
Golub Capital BDC, Inc. GBDC $17.55 6.0% -0.3% 1,461 113% 7.3% 9.1%
New Mountain Finance Corporation NMFC $14.60 11.0% 0.0% 1,515 106% 9.3% 6.1%
PennantPark Investment Corporation PNNT $9.05 -8.5% -2.1% 1,421 87% 12.4% 6.2%
TPG Specialty Lending, Inc. TSLX $17.21 13.1% 4.6% 1,304 111% 9.1% 10.7%
Hercules Technology Growth Capital, Inc. HTGC $13.48 4.1% -7.4% 1,299 132% 9.2% 10.9%
BlackRock Capital Investment Corporation BKCC $9.06 8.7% 13.0% 1,302 86% 9.3% 18.7%
Medley Capital Corporation MCC $9.15 -24.1% 2.1% 1,298 78% 13.1% 3.0%
TICC Capital Corp. TICC $6.92 -19.1% -4.6% 1,043 80% 15.6% -0.6%
TCP Capital Corp. TCPC $16.02 6.1% -2.4% 1,206 107% 9.0% 8.3%
Triangle Capital Corporation TCAP $22.81 -2.5% 15.2% 984 142% 10.3% 5.9%
Capital Southwest Corporation CSWC $46.42 34.4% 22.4% 796 98% 0.4% 2.4%
THL Credit, Inc. TCRD $12.29 -1.0% 7.5% 812 94% 11.1% 8.2%
Median 2.1% 4.6% 1,421 98% 9.3% 7.7%
Source: SNL Financial
institution, a BDC’s entire portfolio is marked to market each
quarter. As a result, even if credit losses remain mild, reported
NAVs are likely to be under pressure should credit spreads begin
to widen again.
•	 As shown on Chart 5 (on page 6), we have tracked the fair value of a
benchmark BDC loan on a quarterly basis over the past two years.
The chart illustrates how common structural features of BDC loans
and the overall credit markets can influence BDC loan marks.
»» Many floating-rate BDC loans have LIBOR floors. As
evident from the chart, the favorable impact of rate floors
on fair value is most pronounced when the forward yield
curve is relatively flat (as was the case through much of
2013). Even though LIBOR at March 31, 2015 is roughly
unchanged from December 31, 2012, the forward curve is
steeper, reducing the value increment associated with the
LIBOR floor.
»» Call provisions are common features of BDC loans. As a
result, such loans often exhibit “negative convexity” – while
widening spreads reduce loan values, the value benefit
of spread tightening is constrained by the likelihood that
the loan will be prepaid in such an environment. The
dampening effect of the call provision on loan value was
evident in the first half of 2014.
»» Two additional factors which influence the fair value of actual
BDC loans are not reflected in the benchmark loan modeled
in Chart 5. First, the actual credit spread appropriate for a
particular fair value measurement will reflect both changes
in market spreads and borrower-specific factors (improving
leverage ratios, changing industry outlook, acquisitions
and other strategic changes). The calculations underlying
Chart 5 do not include borrower-specific factors.
»» Second, actual BDC loans have a fixed maturity date, and
some have periodic amortization provisions. As a result,
with the passage of time, the duration of the loan decreases,
and the sensitivity of loan value to changes in interest rates
diminishes. In contrast, the benchmark BDC loan depicted
in Chart 5 is modeled with a constant maturity of four years,
with no interim amortization of principal.
© 2015 Mercer Capital 3 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
0%!
1%!
2%!
3%!
4%!
5%!
6%!
-4%!
-2%!
0%!
2%!
4%!
6%!
8%!
High-YieldOAS!
CumulativeQuarterlyTotalReturn(BDCGroup)!
BDC Group! BofA Merrill Lynch US High Yield Master II Option-Adjusted Spread!
Source: SNL Financial and Federal Reserve Bank of St. Louis!
-6%!
-4%!
-2%!
0%!
2%!
4%!
6%!
8%!
CumulativeQuarterlyTotalReturn!
SP 500! BDC Group! Russell 2000!Source: SNL Financial!
Chart 1:Total Shareholder Returns (1Q15)
Chart 2: BDC Shareholder Returns vs. High-Yield Spreads (1Q15)
© 2015 Mercer Capital 4 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
Chart 3:Total Shareholder Returns (LTM)
Chart 4: BDC Shareholder Returns vs. High-Yield Spreads (LTM)
0%!
1%!
2%!
3%!
4%!
5%!
6%!
7%!
8%!
-10%!
-8%!
-6%!
-4%!
-2%!
0%!
2%!
4%!
6%!
High-YieldOAS!
CumulativeLTMTotalReturn(BDCGroup)!
BDC Group! BofA Merrill Lynch US High Yield Master II Option-Adjusted Spread!
Source: SNL Financial and Federal Reserve Bank of St. Louis!
-15%!
-10%!
-5%!
0%!
5%!
10%!
15%!
20%!
CumulativeLTMTotalReturns!
SP 500! BDC Group! Russell 2000!Source: SNL Financial!
© 2015 Mercer Capital 5 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
Company Ticker
Gross
Asset
Yield
Operating
Expenses
Net
Asset
Yield
Leverage
(Liabilities
/ Assets)
Funding
Cost
Leverage
Carry
Leverage
Multiplier
Investment
Income
ROE
Ares Capital Corporation ARCC 11.6% 3.6% 8.0% 0.44x 5.8% 2.5% 1.78x 1.78x
Prospect Capital Corporation PSEC 11.7% 4.0% 7.8% 0.46x 5.2% 2.4% 1.84x 1.84x
FS Investment Corporation FSIC 10.6% 2.4% 8.2% 0.46x 3.7% 1.7% 1.85x 1.85x
Apollo Investment Corporation AINV 11.7% 3.5% 8.2% 0.46x 4.7% 2.2% 1.86x 1.86x
Fifth Street Finance Corp. FSC 10.9% 3.8% 7.0% 0.49x 4.1% 2.0% 1.95x 1.95x
Solar Capital Ltd. SLRC 7.7% 2.9% 4.8% 0.45x 1.9% 0.8% 1.81x 1.81x
Main Street Capital Corporation MAIN 9.4% 0.8% 8.6% 0.42x 4.0% 1.7% 1.73x 1.73x
Golub Capital BDC, Inc. GBDC 7.6% 2.0% 5.6% 0.50x 3.2% 1.6% 1.98x 1.98x
New Mountain Finance Corporation NMFC 10.1% 1.5% 8.6% 0.47x 3.2% 1.5% 1.88x 1.88x
PennantPark Investment Corporation PNNT 11.1% 3.7% 7.3% 0.43x 4.3% 1.8% 1.76x 1.76x
TPG Specialty Lending, Inc. TSLX 15.9% 3.4% 12.5% 0.35x 3.5% 1.2% 1.54x 1.54x
Hercules Technology Growth Capital, Inc. HTGC 11.8% 4.2% 7.6% 0.47x 5.3% 2.5% 1.90x 1.90x
Blackrock Kelso Capital Corporation BKCC 12.4% 9.4% 3.0% 0.38x 4.8% 1.8% 1.61x 1.61x
Medley Capital Corporation MCC 12.2% 3.9% 8.2% 0.46x 4.2% 1.9% 1.85x 1.85x
TICC Capital Corp. TICC 11.0% 3.0% 8.0% 0.48x 6.5% 3.1% 1.92x 1.92x
TCP Capital Corp. TCPC 11.1% 2.5% 8.6% 0.29x 3.6% 1.0% 1.40x 1.40x
Triangle Capital Corporation TCAP 12.7% 3.8% 8.9% 0.44x 5.3% 2.3% 1.79x 1.79x
Capital Southwest Corporation CSWC 3.9% 1.7% 2.3% 0.05x 0.0% 0.0% 1.05x 1.05x
THL Credit, Inc. TCRD 12.4% 4.9% 7.5% 0.43x 3.9% 1.6% 1.74x 1.74x
Median 11.1% 3.5% 8.0% 0.45x 4.1% 1.8% 1.81x 1.81x
Group Aggregate 11.1% 3.4% 7.7% 0.44x 4.6% 2.0% 1.78x 1.78x
Source: SNL Financial, SEC Filings
Table 2: Business Development Company Performance Metrics (1Q15)
1Q15 4Q14 3Q14 2Q14 1Q14
Y-O-Y
Change
Gross Asset Yield 11.1% 10.9% 10.8% 11.0% 11.6% -54 bps
Operating Expenses 3.4% 3.5% 3.6% 3.6% 3.9% -48 bps
Net Asset Yield 7.7% 7.4% 7.2% 7.4% 7.7% -6 bps
Leverage (Liabilities/Assets) 0.44x 0.43x 0.42x 0.40x 0.39x 0.05x
times: Funding Cost 4.6% 4.5% 4.5% 4.5% 4.6% 1 bps
Leverage Carry 2.0% 1.9% 1.9% 1.8% 1.8% 22 bps
Leverage Multiplier 1.78x 1.75x 1.72x 1.67x 1.64x 0.14x
Investment Income ROE 10.1% 9.5% 9.1% 9.4% 9.8% 31 bps
Source: SNL Financial. Aggregate measures for 19 BDCs with over $750 million in assets (ARCC, PSEC, FSIC, AINV, FSC, SLRC, MAIN, GBDC, NMFC, PNNT, TSLX,
HTGC, BKCC, MCC, TICC, TCPC, TCAP, CSWC, TCRD)
Table 3:Trends in BDC Performance Metrics
© 2015 Mercer Capital 6 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
Chart 5: Fair Value of Benchmark BDC Loan
Chart 6: BDC Shareholder Returns vs. High-Yield Spreads (LTM)
s document is being provided for the exclusive use of MERCER USER at MERCER CAPI
NAGEMENT INC
© 2015 Mercer Capital 7 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
MA has not been a common occurrence among BDCs. Under
the external management model, the opportunity for material
cost savings is limited, and prices at or near NAV indicate that
investors assign little “franchise” value to the lending and origination
platforms. The recently announced acquisition of MCG Capital
(MCGC) by PennantPark Floating Rate Capital Ltd. (PFLT) is likely
the exception that proves the rule. In the conference call describing
the transaction, PFLT’s chairman Arthur Penn aptly described the
acquisition as a “synthetic equity” raise for PFLT.
MCGC has experienced steady erosion in NAV per share since
the beginning of the financial crisis due to substantial asset
writedowns. Since that time, MCGC shares generally have traded
at a discount – occasionally substantial – to reported NAV as
shown in Figure 1.
The difficulty of operating a BDC that consistently trades below
NAV became evident as MCG’s balance sheet contracted steadily
from approximately $1.6 billion in mid-2007 to approximately $580
million in mid-2013. MCGC did not originate new assets in 2014,
and total assets decreased further to approximately $180 million
as the company suspended dividend payments and commenced
an aggressive share repurchase program (acquiring approximately
46% of outstanding shares during 2014).
As of March 31, 2015, only four investments remain on MCGC’s
balance sheet. Cash  equivalents represent approximately 64% of
total assets at that date as shown in Figure 2; hence the description
of the transaction as a “synthetic equity” raise for PFLT.
Total consideration to MCGC shareholders of approximately $4.75
per share is equal to reported NAV per share and represents a 15.8%
PFLT Announces Acquisition of MCGC
$0
$5
$10
$15
$20
$25
Nov-01 Nov-02 Nov-03 Nov-04 Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14
ClosingPriceandNAVperShare
Closing Price per Share NAV per Share
Figure 1: MCGC Shares Closing Price/NAV per Share
© 2015 Mercer Capital 8 www.mercercapital.com
Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015
3/31/15 12/31/14 Pro
MCGC PFLT Forma
Cash  Equivalents 115,863 10,385 126,248
Investments 50,134 343,195 393,329
Other Assets 14,921 2,665 17,586
Total Assets $180,918 $356,246 $537,164
Interest-Bearing Debt 0 136,008 136,008
Other Liabilities 4,780 9,294 14,074
Total Liabilities 4,780 145,302 150,082
Shareholders' Equity 176,138 210,943 387,081
Total Liabilities  Equity $180,918 $356,246 $537,164
Shares Outstanding 37,074 14,898 26,743
NAV per Share $4.75 $14.16 $14.47
Closing Price - April 28, 2015 $4.10 $14.15
Source: SEC Filings, Mercer Capital analysis
Figure 2: Pro Forma Balance Sheet
premium to the prior trading price. The consideration consists of
PFLT shares ($4.521) and cash ($0.226). Since the cash portion
of the purchase consideration is payable from PFLT’s investment
advisor, the transaction should be modestly accretive to NAV per
PFLT share. PFLT shares did not move on the announcement.
According to PFLT management, the principal strategic motivation for
the transaction was the ability to increase the fund’s size materially,
allowing PFLT to capture a greater share of the middle market senior
secured lending market and be able to provide financing for larger
transactions.
PFLT completed two secondary offerings in 2013, yielding aggregate
proceeds of approximately $113 million. The MCGC acquisition will
provide PFLT with an additional $176 million of capital. At estimated
transaction costs of $2 million, the relative cost of the MCGC
acquisition will be comparable to the offering costs incurred in the
2013 secondary offerings.
Given the increase in the share count from the transaction
(approximately 80%), prompt deployment of the new capital will be
critical to maintain PFLT’s monthly dividend of $0.095 per share. As
with any capital raise – whether direct or “synthetic” – the ultimate
success of the acquisition will depend on PFLT’s ability to put the
new capital to good use.
PFLT Announces Acquisition of MCGC (cont.)
Copyright © 2015 Mercer Capital Management, Inc. All rights reserved. It is illegal under Federal law to reproduce this publication or any portion of its contents without the publisher’s per-
mission. Media quotations with source attribution are encouraged. Reporters requesting additional information or editorial comment should contact Barbara Walters Price at 901.685.2120.
Mercer Capital’s Value Focus is published quarterly and does not constitute legal or financial consulting advice. It is offered as an information service to our clients and friends. Those
interested in specific guidance for legal or accounting matters should seek competent professional advice. Inquiries to discuss specific valuation matters are welcomed. To add your name
to our mailing list to receive this complimentary publication, visit our web site at www.mercercapital.com.
Travis W. Harms, CFA, CPA/ABV
901.322.9760
harmst@mercercapital.com
Jeff K. Davis, CFA
615.345.0350
jeffdavis@mercercapital.com
Mary Grace McQuiston
901.322.9720
mcquistonm@mercercapital.com
Mercer Capital
5100 Poplar Avenue, Suite 2600
Memphis, Tennessee 38137
901.685.2120
www.mercercapital.com
5100 Poplar Avenue, Suite 2600
Memphis, Tennessee 38137
Valuation Services for BDCs  Other Investment Funds
Business development companies are an important and growing source of funding for middle market companies. Along with private equity
and other investment funds, BDCs provide billions of dollars of investment capital to private companies in every segment of the economy. For
over thirty years, Mercer Capital has met the valuation needs of the same middle market companies to which BDCs and other funds provide
capital. We offer the following services for BDCs and other investment funds:
Contact Us
•	 Ongoing fair value measurement and review for portfolio
investments
•	 Fair value measurement process consulting
•	 Solvency and fairness opinions
•	 Regulatory review and litigation support
•	 Purchase price allocation for portfolio companies
•	 Goodwill impairment testing for portfolio companies
•	 Equity compensation fair value measurement for
portfolio companies
•	 Buy-sell agreement consulting and valuation dispute
resolution

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Mercer Capital's Business Development Companies Quarterly Newsletter | Q1 2015

  • 1. www.mercercapital.com First Quarter 2015 VALUE FOCUS Business Development Companies As of the First Quarter 2015, the Busi- ness Development Companies Industry Newsletter has rebranded as the Portfolio Valuation: Private Equity Marks and Trends Newsletter. You will receive a copy of it in the mail soon. This is the final issue of the Business Development Companies News- letter. Archives of the Business Development Companies Newsletter can be found at www.mercercapital.com. BDC Market Metrics 2 Shareholder Returns 3 BDC Performance Metrics 5 Fair Value of Benchmark BDC Loan 6 BDC and Baby Bonds 6 PFLT Announces Acquisition of MCGC 7 About Mercer Capital 9
  • 2. Business Development Companies • BDC returns outpaced broad market indices during the first quarter, which reflected some tightening in credit spreads after widening in 2H14 and perhaps enhanced disclosure to investors regarding exposure to energy credits that allayed some fears. During the second half of 2014 BDCs as a group performed poorly due to concerns about (a) exposure to the energy sector; (b) the potential for NAVs to decline due to lower fair value marks as a result of then widening credit spreads; and (c) expectations for dividend cuts—which we highlighted in our 4Q14 update on the sector. • As shown in Table 1 on the next page, a group of the largest BDCs posted a median 4.6% total return in the first quarter, which pushed the median trailing twelve month return for the group to 2.1% from negative 3.5% in the twelve months ended December 31, 2014. The modestly positive performance over the trailing twelve months badly lags the broader market as represented by the SP 500 (12.7%) and the Russell 2000 (8.2%). • The returns for individual BDCs are primarily keyed to changes in dividend policy. Among the underperformers over the LTM period, Prospect Capital (-10.7%), Fifth Street Finance Corp (-14.3%), Medley Capital (-24.1%), and TICC Capital Corp (-19.1%) each announced dividend cuts. In our 4Q14 update, we questioned the sustainability of BDC dividends absent reductions in cost structures due to asset yields that seem destined to eventually decline absent Fed rate hikes and a limit on the amount of leverage BDCs can deploy. • Indicated dividend yields declined during the quarter to a median of 9.3% at March 31 from 9.7% at year-end, which reflected price appreciation and in some instances dividend cuts. Among those that pay a material dividend, yields range from 6.8% for Main Street Capital to 15.6% for TICC Capital Corp. Main Street has been one of the strongest BDC performers over the past several years, generating attractive asset yields, producing favorable credit performance, and maintaining a low cost structure. On the other hand TICC’s shares have been dogged by asset valuation/ credit concerns and uncertainty regarding the dividend in spite of a modest $0.02 per share reduction in the first quarter. • Rising share prices pushed the median price/NAV ratio to 98% from 89% at December 31. Nine of the BDCs analyzed in Table 1 are trading at a premium to NAV, offering those management teams the ability to issue new shares on a non-dilutive basis to support portfolio growth. However, Bloomberg data reports that first-lien leveraged loan issuance across the market fell almost 65% on a year-over-year basis during the quarter. This suggests that loan demand at BDCs may have been muted thus far in 2015. Indeed, 1Q15 orginators are at bellweather ARCC lagged 1Q14 by 30%. • Table 2 (on page 5) presents earnings and related measure for the same group of nineteen large BDCs, while Table 3 presents the aggregate performance metrics over the past five quarters. Interestingly, 4Q14 investment income ROE of 10.1% was the highest of the five quarters; however, Table 3 tells a story that we think will play out in the form of eventual pressure on ROE and therefore dividend payouts. • Although the gross asset yield increased about 20bps from the prior quarter to 11.1%, the median asset yield declined 54bps from the year ago quarter. The pressure was offset by increasing operating leverage in the form of a 48bps reduction in operating expenses, which resulted in little change in the net asset yield of 7.7% on a Y-O-Y basis and 30bps improvement from the prior quarter. Funding costs were roughly unchanged, while slightly more leverage yielded the upward bias in investment income ROE to 10.1% • A second area that impacts BDC share performance is changes in NAV per share from realized gains and losses and changes in fair value marks, which in turn are influenced by high yield credit spreads in addition to company specific factors. High yield credit spreads tightened modestly during the quarter due to stabilization in oil prices and an inflow of funds that were attracted to improved values. Nevertheless, high yield spreads were 110bps wider at March 31, 2015 compared to March 31, 2014. • Charts 2 and 4 depict the tight (negative) correlation between BDC returns and high-yield credit spreads. Unlike a depository Value Focus BUSINESS VALUATION FINANCIAL ADVISORY SERVICES Mercer Capital | 5100 Poplar Avenue, Suite 2600, Memphis, Tennessee 38137 » 901.685.2120 (P) » www.mercercapital.com First Quarter 2015
  • 3. © 2015 Mercer Capital 2 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 Table 1: Business Development Company Market Metrics Company Ticker 3/31/2015 Price LTM Total Return 1Q15 Total Return Assets ($millions) Price / Net Asset Value Dividend Yield LTM ROAE Ares Capital Corporation ARCC $17.17 7.1% 12.8% 9,498 102% 8.9% 11.7% Prospect Capital Corporation PSEC $8.45 -10.7% 5.7% 6,716 82% 11.8% 9.1% FS Investment Corporation FSIC $10.14 NA 4.4% 4,355 103% 8.8% 7.7% Apollo Investment Corporation AINV $7.68 2.1% 6.2% 3,701 91% 10.4% 7.7% Fifth Street Finance Corp. FSC $7.30 -14.3% -7.0% 2,950 80% 9.9% 3.4% Solar Capital Ltd. SLRC $20.24 0.9% 14.7% 1,686 92% 7.9% 5.0% Main Street Capital Corporation MAIN $30.90 2.3% 7.5% 1,694 148% 6.8% 11.4% Golub Capital BDC, Inc. GBDC $17.55 6.0% -0.3% 1,461 113% 7.3% 9.1% New Mountain Finance Corporation NMFC $14.60 11.0% 0.0% 1,515 106% 9.3% 6.1% PennantPark Investment Corporation PNNT $9.05 -8.5% -2.1% 1,421 87% 12.4% 6.2% TPG Specialty Lending, Inc. TSLX $17.21 13.1% 4.6% 1,304 111% 9.1% 10.7% Hercules Technology Growth Capital, Inc. HTGC $13.48 4.1% -7.4% 1,299 132% 9.2% 10.9% BlackRock Capital Investment Corporation BKCC $9.06 8.7% 13.0% 1,302 86% 9.3% 18.7% Medley Capital Corporation MCC $9.15 -24.1% 2.1% 1,298 78% 13.1% 3.0% TICC Capital Corp. TICC $6.92 -19.1% -4.6% 1,043 80% 15.6% -0.6% TCP Capital Corp. TCPC $16.02 6.1% -2.4% 1,206 107% 9.0% 8.3% Triangle Capital Corporation TCAP $22.81 -2.5% 15.2% 984 142% 10.3% 5.9% Capital Southwest Corporation CSWC $46.42 34.4% 22.4% 796 98% 0.4% 2.4% THL Credit, Inc. TCRD $12.29 -1.0% 7.5% 812 94% 11.1% 8.2% Median 2.1% 4.6% 1,421 98% 9.3% 7.7% Source: SNL Financial institution, a BDC’s entire portfolio is marked to market each quarter. As a result, even if credit losses remain mild, reported NAVs are likely to be under pressure should credit spreads begin to widen again. • As shown on Chart 5 (on page 6), we have tracked the fair value of a benchmark BDC loan on a quarterly basis over the past two years. The chart illustrates how common structural features of BDC loans and the overall credit markets can influence BDC loan marks. »» Many floating-rate BDC loans have LIBOR floors. As evident from the chart, the favorable impact of rate floors on fair value is most pronounced when the forward yield curve is relatively flat (as was the case through much of 2013). Even though LIBOR at March 31, 2015 is roughly unchanged from December 31, 2012, the forward curve is steeper, reducing the value increment associated with the LIBOR floor. »» Call provisions are common features of BDC loans. As a result, such loans often exhibit “negative convexity” – while widening spreads reduce loan values, the value benefit of spread tightening is constrained by the likelihood that the loan will be prepaid in such an environment. The dampening effect of the call provision on loan value was evident in the first half of 2014. »» Two additional factors which influence the fair value of actual BDC loans are not reflected in the benchmark loan modeled in Chart 5. First, the actual credit spread appropriate for a particular fair value measurement will reflect both changes in market spreads and borrower-specific factors (improving leverage ratios, changing industry outlook, acquisitions and other strategic changes). The calculations underlying Chart 5 do not include borrower-specific factors. »» Second, actual BDC loans have a fixed maturity date, and some have periodic amortization provisions. As a result, with the passage of time, the duration of the loan decreases, and the sensitivity of loan value to changes in interest rates diminishes. In contrast, the benchmark BDC loan depicted in Chart 5 is modeled with a constant maturity of four years, with no interim amortization of principal.
  • 4. © 2015 Mercer Capital 3 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 0%! 1%! 2%! 3%! 4%! 5%! 6%! -4%! -2%! 0%! 2%! 4%! 6%! 8%! High-YieldOAS! CumulativeQuarterlyTotalReturn(BDCGroup)! BDC Group! BofA Merrill Lynch US High Yield Master II Option-Adjusted Spread! Source: SNL Financial and Federal Reserve Bank of St. Louis! -6%! -4%! -2%! 0%! 2%! 4%! 6%! 8%! CumulativeQuarterlyTotalReturn! SP 500! BDC Group! Russell 2000!Source: SNL Financial! Chart 1:Total Shareholder Returns (1Q15) Chart 2: BDC Shareholder Returns vs. High-Yield Spreads (1Q15)
  • 5. © 2015 Mercer Capital 4 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 Chart 3:Total Shareholder Returns (LTM) Chart 4: BDC Shareholder Returns vs. High-Yield Spreads (LTM) 0%! 1%! 2%! 3%! 4%! 5%! 6%! 7%! 8%! -10%! -8%! -6%! -4%! -2%! 0%! 2%! 4%! 6%! High-YieldOAS! CumulativeLTMTotalReturn(BDCGroup)! BDC Group! BofA Merrill Lynch US High Yield Master II Option-Adjusted Spread! Source: SNL Financial and Federal Reserve Bank of St. Louis! -15%! -10%! -5%! 0%! 5%! 10%! 15%! 20%! CumulativeLTMTotalReturns! SP 500! BDC Group! Russell 2000!Source: SNL Financial!
  • 6. © 2015 Mercer Capital 5 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 Company Ticker Gross Asset Yield Operating Expenses Net Asset Yield Leverage (Liabilities / Assets) Funding Cost Leverage Carry Leverage Multiplier Investment Income ROE Ares Capital Corporation ARCC 11.6% 3.6% 8.0% 0.44x 5.8% 2.5% 1.78x 1.78x Prospect Capital Corporation PSEC 11.7% 4.0% 7.8% 0.46x 5.2% 2.4% 1.84x 1.84x FS Investment Corporation FSIC 10.6% 2.4% 8.2% 0.46x 3.7% 1.7% 1.85x 1.85x Apollo Investment Corporation AINV 11.7% 3.5% 8.2% 0.46x 4.7% 2.2% 1.86x 1.86x Fifth Street Finance Corp. FSC 10.9% 3.8% 7.0% 0.49x 4.1% 2.0% 1.95x 1.95x Solar Capital Ltd. SLRC 7.7% 2.9% 4.8% 0.45x 1.9% 0.8% 1.81x 1.81x Main Street Capital Corporation MAIN 9.4% 0.8% 8.6% 0.42x 4.0% 1.7% 1.73x 1.73x Golub Capital BDC, Inc. GBDC 7.6% 2.0% 5.6% 0.50x 3.2% 1.6% 1.98x 1.98x New Mountain Finance Corporation NMFC 10.1% 1.5% 8.6% 0.47x 3.2% 1.5% 1.88x 1.88x PennantPark Investment Corporation PNNT 11.1% 3.7% 7.3% 0.43x 4.3% 1.8% 1.76x 1.76x TPG Specialty Lending, Inc. TSLX 15.9% 3.4% 12.5% 0.35x 3.5% 1.2% 1.54x 1.54x Hercules Technology Growth Capital, Inc. HTGC 11.8% 4.2% 7.6% 0.47x 5.3% 2.5% 1.90x 1.90x Blackrock Kelso Capital Corporation BKCC 12.4% 9.4% 3.0% 0.38x 4.8% 1.8% 1.61x 1.61x Medley Capital Corporation MCC 12.2% 3.9% 8.2% 0.46x 4.2% 1.9% 1.85x 1.85x TICC Capital Corp. TICC 11.0% 3.0% 8.0% 0.48x 6.5% 3.1% 1.92x 1.92x TCP Capital Corp. TCPC 11.1% 2.5% 8.6% 0.29x 3.6% 1.0% 1.40x 1.40x Triangle Capital Corporation TCAP 12.7% 3.8% 8.9% 0.44x 5.3% 2.3% 1.79x 1.79x Capital Southwest Corporation CSWC 3.9% 1.7% 2.3% 0.05x 0.0% 0.0% 1.05x 1.05x THL Credit, Inc. TCRD 12.4% 4.9% 7.5% 0.43x 3.9% 1.6% 1.74x 1.74x Median 11.1% 3.5% 8.0% 0.45x 4.1% 1.8% 1.81x 1.81x Group Aggregate 11.1% 3.4% 7.7% 0.44x 4.6% 2.0% 1.78x 1.78x Source: SNL Financial, SEC Filings Table 2: Business Development Company Performance Metrics (1Q15) 1Q15 4Q14 3Q14 2Q14 1Q14 Y-O-Y Change Gross Asset Yield 11.1% 10.9% 10.8% 11.0% 11.6% -54 bps Operating Expenses 3.4% 3.5% 3.6% 3.6% 3.9% -48 bps Net Asset Yield 7.7% 7.4% 7.2% 7.4% 7.7% -6 bps Leverage (Liabilities/Assets) 0.44x 0.43x 0.42x 0.40x 0.39x 0.05x times: Funding Cost 4.6% 4.5% 4.5% 4.5% 4.6% 1 bps Leverage Carry 2.0% 1.9% 1.9% 1.8% 1.8% 22 bps Leverage Multiplier 1.78x 1.75x 1.72x 1.67x 1.64x 0.14x Investment Income ROE 10.1% 9.5% 9.1% 9.4% 9.8% 31 bps Source: SNL Financial. Aggregate measures for 19 BDCs with over $750 million in assets (ARCC, PSEC, FSIC, AINV, FSC, SLRC, MAIN, GBDC, NMFC, PNNT, TSLX, HTGC, BKCC, MCC, TICC, TCPC, TCAP, CSWC, TCRD) Table 3:Trends in BDC Performance Metrics
  • 7. © 2015 Mercer Capital 6 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 Chart 5: Fair Value of Benchmark BDC Loan Chart 6: BDC Shareholder Returns vs. High-Yield Spreads (LTM) s document is being provided for the exclusive use of MERCER USER at MERCER CAPI NAGEMENT INC
  • 8. © 2015 Mercer Capital 7 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 MA has not been a common occurrence among BDCs. Under the external management model, the opportunity for material cost savings is limited, and prices at or near NAV indicate that investors assign little “franchise” value to the lending and origination platforms. The recently announced acquisition of MCG Capital (MCGC) by PennantPark Floating Rate Capital Ltd. (PFLT) is likely the exception that proves the rule. In the conference call describing the transaction, PFLT’s chairman Arthur Penn aptly described the acquisition as a “synthetic equity” raise for PFLT. MCGC has experienced steady erosion in NAV per share since the beginning of the financial crisis due to substantial asset writedowns. Since that time, MCGC shares generally have traded at a discount – occasionally substantial – to reported NAV as shown in Figure 1. The difficulty of operating a BDC that consistently trades below NAV became evident as MCG’s balance sheet contracted steadily from approximately $1.6 billion in mid-2007 to approximately $580 million in mid-2013. MCGC did not originate new assets in 2014, and total assets decreased further to approximately $180 million as the company suspended dividend payments and commenced an aggressive share repurchase program (acquiring approximately 46% of outstanding shares during 2014). As of March 31, 2015, only four investments remain on MCGC’s balance sheet. Cash equivalents represent approximately 64% of total assets at that date as shown in Figure 2; hence the description of the transaction as a “synthetic equity” raise for PFLT. Total consideration to MCGC shareholders of approximately $4.75 per share is equal to reported NAV per share and represents a 15.8% PFLT Announces Acquisition of MCGC $0 $5 $10 $15 $20 $25 Nov-01 Nov-02 Nov-03 Nov-04 Nov-05 Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 ClosingPriceandNAVperShare Closing Price per Share NAV per Share Figure 1: MCGC Shares Closing Price/NAV per Share
  • 9. © 2015 Mercer Capital 8 www.mercercapital.com Mercer Capital’s Value Focus: Business Development Companies Industry First Quarter 2015 3/31/15 12/31/14 Pro MCGC PFLT Forma Cash Equivalents 115,863 10,385 126,248 Investments 50,134 343,195 393,329 Other Assets 14,921 2,665 17,586 Total Assets $180,918 $356,246 $537,164 Interest-Bearing Debt 0 136,008 136,008 Other Liabilities 4,780 9,294 14,074 Total Liabilities 4,780 145,302 150,082 Shareholders' Equity 176,138 210,943 387,081 Total Liabilities Equity $180,918 $356,246 $537,164 Shares Outstanding 37,074 14,898 26,743 NAV per Share $4.75 $14.16 $14.47 Closing Price - April 28, 2015 $4.10 $14.15 Source: SEC Filings, Mercer Capital analysis Figure 2: Pro Forma Balance Sheet premium to the prior trading price. The consideration consists of PFLT shares ($4.521) and cash ($0.226). Since the cash portion of the purchase consideration is payable from PFLT’s investment advisor, the transaction should be modestly accretive to NAV per PFLT share. PFLT shares did not move on the announcement. According to PFLT management, the principal strategic motivation for the transaction was the ability to increase the fund’s size materially, allowing PFLT to capture a greater share of the middle market senior secured lending market and be able to provide financing for larger transactions. PFLT completed two secondary offerings in 2013, yielding aggregate proceeds of approximately $113 million. The MCGC acquisition will provide PFLT with an additional $176 million of capital. At estimated transaction costs of $2 million, the relative cost of the MCGC acquisition will be comparable to the offering costs incurred in the 2013 secondary offerings. Given the increase in the share count from the transaction (approximately 80%), prompt deployment of the new capital will be critical to maintain PFLT’s monthly dividend of $0.095 per share. As with any capital raise – whether direct or “synthetic” – the ultimate success of the acquisition will depend on PFLT’s ability to put the new capital to good use. PFLT Announces Acquisition of MCGC (cont.)
  • 10. Copyright © 2015 Mercer Capital Management, Inc. All rights reserved. It is illegal under Federal law to reproduce this publication or any portion of its contents without the publisher’s per- mission. Media quotations with source attribution are encouraged. Reporters requesting additional information or editorial comment should contact Barbara Walters Price at 901.685.2120. Mercer Capital’s Value Focus is published quarterly and does not constitute legal or financial consulting advice. It is offered as an information service to our clients and friends. Those interested in specific guidance for legal or accounting matters should seek competent professional advice. Inquiries to discuss specific valuation matters are welcomed. To add your name to our mailing list to receive this complimentary publication, visit our web site at www.mercercapital.com. Travis W. Harms, CFA, CPA/ABV 901.322.9760 harmst@mercercapital.com Jeff K. Davis, CFA 615.345.0350 jeffdavis@mercercapital.com Mary Grace McQuiston 901.322.9720 mcquistonm@mercercapital.com Mercer Capital 5100 Poplar Avenue, Suite 2600 Memphis, Tennessee 38137 901.685.2120 www.mercercapital.com 5100 Poplar Avenue, Suite 2600 Memphis, Tennessee 38137 Valuation Services for BDCs Other Investment Funds Business development companies are an important and growing source of funding for middle market companies. Along with private equity and other investment funds, BDCs provide billions of dollars of investment capital to private companies in every segment of the economy. For over thirty years, Mercer Capital has met the valuation needs of the same middle market companies to which BDCs and other funds provide capital. We offer the following services for BDCs and other investment funds: Contact Us • Ongoing fair value measurement and review for portfolio investments • Fair value measurement process consulting • Solvency and fairness opinions • Regulatory review and litigation support • Purchase price allocation for portfolio companies • Goodwill impairment testing for portfolio companies • Equity compensation fair value measurement for portfolio companies • Buy-sell agreement consulting and valuation dispute resolution