To DRIP or Not to DRIP (Seeking Alpha Article)

I just posted a Seeking Alpha article over here that outlines BDCs and whether or not reinvesting your dividends is worthwhile.

The companies to be examined for this article will be American Capital (ACAS), Apollo Investments (AINV), Ares Capital Corp (ARCC), Blackrock Kelso Capital Corp (BKCC), Kohlberg Capital (KCAP), Main Street Capital Corporation (MAIN), PennantPark (PNNT), Prospect Capital (PSEC), Solar Capital (SLRC) and Triangle Capital Corp (TCAP).

Monroe Capital Corp - Another New Filing

(This post is also being published on Seeking Alpha - either as an Instant Blog or real article)


Monroe Capital Corp filed papers to register as a BDC on March 3rd, they just recently filed amended papers on April 19th (N-2/A) for their shelf statement (correcting a typo in the original filing and increasing the fees). This new BDC is a division of Monroe Capital, a smaller private lender that was established in 2004 and currently manages around $440mm. There is an "MCAP" (Mango Capital) traded on the OTC BB, so for this stock, they went with "MRCC" instead (all of the good M tickers are taken). There is a backlog of new BDCs to profile and that raises a concern. We all know from Porter's 5 Forces that Barriers to Entry is a key driver for a company maintaining superior returns. It appears the SEC registration process is no longer a barrier for a number of smaller CLO/PE managers and the potential returns are worth the effort. Will this increased competition hurt some of the other BDCs? Only time and the 10-Qs will tell.


Organization
The company will use Monroe Capital BDC Advisors, LLC (MCAD), an entity formed for the purpose of serving as investment advisor. MCAD will provide MRCC with investment professionals and portfolio selection. Interestingly, they will also use another LLC - Monroe Capital Management Advisors (MCMA), LLC to serve as the administrator. The two entities mean that expenses are split - MCAD will receive the management and performance fees and MCMA will bill MRCC the proportional share of expenses. This setup is slightly different from other external managers and it may result in additional expenses, but there is no way to know how this setup will affect returns.


People in Charge
The investment decisions will be led by Theodore L. Koenig and Daniel M. Duffy. Theodore Koenig is a former lawyer, coming from the defunct firm of Holleb & Coef. After Holleb, he was president and CEO of Hilco Capital. Daniel M. Duffy comes from a more traditional finance background by way of CapitalSource and GE Capital. From what I can find on Mr. Duffy via his old CapitalSource bio:

Mr. Duffy has over 21 years of experience in corporate finance providing both debt and equity capital to companies in a wide range of industries. Mr. Duffy has been with CapitalSource since April 2003. Prior to joining CapitalSource Mr. Duffy was managing director in charge of GE Capital's debt placement team. Mr. Duffy joined GE Capital via its acquisition of Heller Financial where he spent 12 years acting in a number of leadership roles including co-head of the media lending team senior credit officer in corporate finance senior credit officer in equipment finance and team leader in loan workouts. Prior to joining Heller Mr. Duffy received his B.S. in accounting from Northern Illinois University in 1984. 

The filing also mentions that 18 professionals from Monroe Capital will also be supporting the firm. There will be no direct employees.


Fees
This is something interesting to note. In the original filing (glad I did not post this last week), the management fees were stated as 1%, as of the 4/19 filing, management fees are stated as: "calculated at an annual rate equal to 2% of our total assets (which includes cash, cash equivalents and assets purchased with borrowed amounts)." The inclusion of cash and cash equivalents makes this one of the higher management fees. The first part of the incentive fee is 20% of Net Investment Income subject to an 8% annual hurdle rate.
The first, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income (including interest that is accrued but not yet received in cash), subject to a 2% quarterly (8% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, MC Advisors receives no incentive fee until our net investment income equals the hurdle rate of 2% but then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, MC Advisors will receive 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply. The first component of the incentive fee will be computed and paid on income that may include interest that is accrued but not yet received in cash.
The second part is:
The second part is determined and payable in arrears as of the end of each fiscal year in an amount equal to 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of the year, computed net of all realized capital losses on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

This is similar to other BDCs like BKCC where a huge liability may be payable at the end of the year and introduce some seasonal earnings into the 10-Q analysis. One other note - Monroe is also looking to pay up to 50% of the fee (pursuant to SEC approval) in MCBDC stock.

Portfolio Composition
The company expects to invest most of the proceeds of the IPOunitranche or junior-secured. The firm
expects to make investments in the $5mm to $25mm range, but maintains that range may drift as the firm's capitalization increases. As per the filing, the initial portfolio will have these statistics:
  •   Loans with a weighted average yield of 7% to 8%;
  •   Emphasis on middle market transactions;
  •   Minimum of 90% senior debt investments (including unitranche debt);
  •   Maximum concentration of 15% in any one industry;
  •   Average loan position of less than $5,000,000; and
  •   Loans with maximum loan-to-enterprise value ratio of between 50% to 70%


Risks
Standard risks are outlined here. The N-2/A has a lengthy list of risks as well that are worth reading.

I will keep everyone updated as this company moves along and IPOs.

BDC Weekly Roundup 4/18/2011

The BDCR Index continued the downward slide this past week by an amount of -1.17% from a level of 324.75 on 4/8/2011 to 321.00 for the week ending 4/15/2011. The major winners were CODI (+1.14%) and FSC (+1.15%) and the major losers were HTGC (-6.18%) and KCAP (-4.67%).

Chart:

News:
ARCC - Closes an $86.5 mm investment
BKCC - Motley Fool calls BKCC a "perfect stock" and gives it a 7 out of 10 score. Wow. - http://www.fool.com/investing/general/2011/04/15/is-blackrock-kelso-capital-the-perfect-stock.aspx
FSC - Closes convertible offering, CEO Leonard M. Tannenbaum purchases $2m in concurrent private offering.
GAIN - Ups dividend by 12.5% - http://finance.yahoo.com/news/Gladstone-Investment-prnews-3583817188.html?x=0&.v=1
HTGC - Joins the convertible party with a $75 million senior notes offering. Changes articles of incorporation to increase maximum share issuance from 60mm to 100mm.
TTO - Downgraded by Ladenburg Thalmann

Prospect Capital (PSEC) - What a Difference a Year Makes

(Author's note: I originally started this post with the goal of highlighting some of the changes PSEC has made to their company over the past year. In light of their recent equity raise - a private offering of 9 million shares at a market price destroying $11.40 a share maybe the management of PSEC still is learning. To be fair, the offering does add to Book Value. Although their continued practice of announcing "good news" and trying to sneak in some "bad news" does not sit well. The only way you can find the current pricing of the offering is to go into the SEC filing that I linked above.)

It has been just over a year since Prospect Capital's attempted acquisition of Allied was denied by Allied's management in one of the most eviscerating letters you will see written by a public company . Let us review some of the highlights:

• As a result of this review, Allied’s Board of Directors has unanimously concluded that this revised offer does not constitute, and is not reasonably likely to result in, a “Superior Proposal” as defined under our merger agreement with Ares Capital Corporation (“Ares” or “ARCC”). Allied’s Board of Directors has unanimously reaffirmed its recommendation that Allied shareholders vote for the transaction with Ares announced on October 26, 2009.

Allied added the bold for emphasis.

• During our discussions, Prospect made claims to have access to a significant amount of third party capital. While we were intrigued by these references, Prospect was unwilling to disclose any details, including the identity of the mysterious capital source, nor was Prospect willing to provide any information regarding the financial outline of a potential transaction.

Allied called Prospect out for their lack of transparency in the transaction and refuted the idea that Prospect had been an actual suitor. It is interesting to note that ARCC never increased their takeover offer in response to PSEC.

• We believe Prospect’s unsolicited offer does NOT provide Allied shareholders “Superior Value” as compared to the Ares transaction.

PSEC had made an offer that on its surface was at a premium to ARCC's offer. At the time of PSEC's revised offer to acquire ARCC, the transaction would have resulted in a 20% premium over ARCC's offer. Allied noted that after this offer was made, PSEC's stock dropped more than 5% and eroded the premium. In front, most of the market knew that taking over Allied would have been too much for PSEC to handle. After the offer was withdrawn, PSEC's stock price rebounded.

• We believe a merger with Allied would put Prospect’s dividend at risk, resulting in a near term dividend cut, which would reduce Prospect’s stock price and imply a lower value for Allied’s shareholders

For PSEC to complete this transaction, they would have to more than double the current share count. Given PSEC's eroding Net Interest Income, the only way to maintain the dividend would be to pay out of Capital Gains realized upon completion of the merger and asset write-ups. At the time of the offer, PSEC was already underfunding their dividend by 50%. In retrospect, the management team at Allied was correct and PSEC cut the dividend in May from 41 cents a quarter to 10 cents per month (25% reduction per quarter + they "skipped" the Q2 dividend by only paying 10 cents, although the change to monthly does provide a salve). Further underscoring the lack of transparency, the management team at PSEC hid this dividend cut in another news release discussing Q4 results. The market did not take this news well and the stock dropped another 10% in the aftermath.

• We believe Prospect lacks the managerial expertise to run the combined company.

This one is calling a spade a spade. Allied acknowledged PSEC was still in the "Junior Varsity" of the BDC league and would have a difficult time handling the merger. While this may or may not be true, PSEC did have a much smaller investment/support staff and they would have tripled their investment portfolio.

• There is no assurance that any agreement with Prospect could be reached or closed

Allied knows PSEC has not done its research and any delays would only hurt shareholder value. Also, Allied had already agreed to pay ARCC a $30mm "break-up" fee if the merger did not come to pass (it dropped to $15mm if the ALD shareholders had voted against ARCC).

• We believe Prospect has limited liquidity to operate the combined business

Ares (ARCC) had more relationships and available credit lines to draw than PSEC. Since that time PSEC and ARCC have both reorganized their debt structure. For example, PSEC's revolver is now is one-month LIBOR plus 325 basis points, subject to a minimum LIBOR floor of 100 basis points as opposed to 400 basis points with a floor of 200 basis points.

• We believe the Prospect management platform is inferior to the Ares management platform, providing weaker long term growth opportunities for Allied’s shareholders. Allied’s Board has no confidence in Prospect’s ability to manage the assets in Allied’s portfolio.

Again, this is basically saying PSEC was not ready for the big-time yet.

• We believe the acquisition of Patriot Capital further weakens Prospect’s platform, making Prospect a less attractive merger partner.  

There is always the risk of taking on too much at once. Allied and Ares were already down the line with regards to integrating their firms with ARCC purchasing the unitranche fund in November 2009. While these steps may call into question if Allied would have considered another offer from any BDC, PSEC was still working on integrating the PCAP assets at this time.

• Prospect has a track record of highly dilutive equity capital raises which we do not believe provides responsible growth to shareholders.

Most BDCs at the time were issuing shares below NAV that were dilutive to shareholders. This was the nature of the beast in 2009-2010 before capital markets reopened. The below chart (care of PSEC's Prospectus) shows the dilutive issues.

• We believe, by combining with Prospect, Allied shareholders would be inheriting a much riskier portfolio.

Prospect had recently acquired the PCAP portfolio, which if you had the chance to review before the acquisition was head scratching at best (one investment made prior to PCAP going under was in a hot-tub maker even though the recession had already taken hold). Prospect's management has turned the portfolio around and as of December 31, 2010, about 2.3% of the net assets were on non-accrual (as opposed to 6.8% as of the Allied letter).

Allied management closed the letter with a unanimous "No" against PSEC and the ARCC merger went through as of April 1st 2010.

BDC Weekly Roundup 4/1/2011

The BDCR Index enjoyed a healthy gain this past week by an amount of 2.11% from a level of 318.75 on 3/25/2011 to 325.762 for the week ending 4/1/2011. Note, the index is still below the high set on February 22nd 2011 of 337.57. The major winners were ACAS (+8.12%) and TCAP (+5.54%) and the major losers were GAIN (-3.06%) and NGPC (-2.97%).

Chart:

News items from this past week. Looks like the first week of May will be a busy earnings season:

ARCC - Earnings release scheduled for 5/3.

FSC - Locks in a 4.03% borrowing rate for 10 years - http://finance.yahoo.com/news/Fifth-Street-Finance-Corp-pz-1409467551.html?x=0&.v=1

KCAP - Seeks to win shareholder approval to issue shares below NAV (common in 2009), but Nicholas Marshi disagrees - http://seekingalpha.com/article/261391-dubious-feelings-about-kohlberg-s-equity-raising-plan

KED - Increases dividend from 30 cents to 31 cents per share - http://finance.yahoo.com/news/Kayne-Anderson-Energy-bw-736572173.html?x=0&.v=1

KFN - Investopedia looking at yield vs. P/E - http://stocks.investopedia.com/stock-analysis/2011/Single-Digit-PE-Stocks-With-Juicy-Dividends-CH-KFN-HCII-KED0328.aspx

PNNT - Earnings release scheduled for 5/4.

PSEC - Popular with Wall Street insiders - http://www.fool.com/investing/general/2011/03/28/wall-streets-buy-list.aspx

SLRC - Earnings release scheduled for 5/2.

A Look at Dividend Coverage

Overview
The Dividend Coverage Ratio is a way to measure how "safe" a dividend is for a firm. For a BDC with a required minimum payout (to avoid taxes), this ratio becomes a little more meaningful. As you can see below, some BDCs will pay out more in dividends than they earned in their current quarter's Net Investment Income.

There are many formulas out there, but this site will use these formulas:

DCR  = Net Investment Income / Current Quarterly Dividend.

DC = Net Investment Income - Current Quarterly Dividend

I am using Net Investment Income because a BDC is required to have at least 70% of their holdings in qualified securities / cash. These investments are the life-blood of a BDC and while many firms generate fee income from structuring deals, these are more volatile. One other note, if a firm pays out dividends on a Monthly basis, I am adding together the past three months of dividends to get the amount. The second formula is useful because it shows you how much room a firm has to pay out its dividend

In the below chart, I have pulled the NII from the BDCR Index and compared that value with their current dividend payouts. In cases where NII is negative, the DCR will also be negative, this allows us to sort the results.


Results

Discussion of Table


As you can see, a large number of the firms are operating at the razor's edge when it comes to their payout ratio. While this is nice for fixed income investors, it may mean that a company is actually paying out their dividends at the expense of the firm. If a company cannot cover the dividend with investment income, it needs to generate the proceeds from another source(s).

• The first source would be from capital gains on the sales of a firm's assets. This dividend is good for a tax-paying investor in the short-term as it will be classified as a return of capital and taxed (in the US) at the long-term capital gains tax-rate (15% for most people, for the IRS view, please click this link). Return of capital dividends do require you to adjust your cost basis for your position though and that may not be desired from a book-keeping standpoint. For a BDC, this type of dividend payment may be bad as the firm has presumably sold off an income generating asset to meet a payout requirement. 
• A second source would be from the company tapping their Revolving Credit Facility (Revolver) to get the cash to payout to their investors. Again this may be a bad sign for the firm as they are increasing their interest expense and leverage without any offsetting gain.
• The final source is when a firm actually goes "Ponzi" and will begin issuing new shares to pay-off old shares. This does not happen on a large scale for long; most firms will cut their dividend or violate a lender covenant if they are in this situation. But, a good example would be AINV for 2008, you can see that their asset values and net investment income were tumbling, but the firm maintained its dividend and partially funded this dividend with proceeds from selling shares. AINV was not the only BDC to do this, but they are an easy target as they are still one of the largest.

A firm that has a DCR over 1 or a DC > 0 is a firm that is currently covering its dividend with its investment proceeds and that may be a sign of a responsible management team. There are some firms that are close to their ideal payout (KCAP for example) that may be correcting their balance sheets, but you should take a look at their dividend and NII history to come to your own conclusions. The best firms in terms of dividend coverage are KFN (which is not a BDC) and MVC. The worst are the firms that have already cancelled their dividend.

TPG Special Situations - New Guy on the Block

On January 14th, TPG Specialty Lending, Inc., the Special Situations division of Private Equity giant TPG Capital filed a 10-12G (Initial Form for General Registration of Securities, aka IPO overview) with the SEC. Judging by available tickers and what other companies have been doing, I assume they are going to go with "TPGM" (TPG Management, there already exists a TPG Capital, the parent) and for the sake of brevity I will refer to them as that for the rest of this post.

Organization
The company will use TSL Advisers (affiliate of TPG Capital) as the investment adviser and enter into an "Administration Agreement" with them. This means TPGM will essentially outsource all functions to them. TSL will provide the new firm with investment professionals, investment decisions, facilities and reporting functions. The new firm will operate very much like other externally managed BDC's such as Ares Capital (ARCC) and Apollo Investment (AINV).

People in Charge
The investment decisions will be led by Co-CIOs Alan Waxman and Joshua Easterly, both former Goldman Sachs employees. Mr. Waxman was the co-founder of the Goldman Sachs Specialty Lending Group (GSSLG) and Mr. Easterly is a former co-head of that group. The statement also stipulates that they have a team of over 20 dedicated professionals. The Board of Directors will be at the time of IPO only 5 people, where at least 3 people cannot be "interested persons" of the Company. The document states that the firm does not intend to ever have any direct employees.

Fees
This is where the filing gets interesting. An externally managed BDC is usually setup by the external manager as a way of increasing fee income. In a way, it is a publicly-traded CLO where the equity can be held by anyone. The manager collects a management fee + a performance fee. TPG Capital will collect a 1.5% management fee of the Company's average total gross assets of of the end of the quarter. Until the IPO, TPGC will not collect a fee and for the first two quarters the fee will be based on the quarter-end gross assets.
The performance fee will have two components. It is best to copy/paste directly from the filing on this one. "(i) Following an IPO, the first component of the Incentive Fee will equal 100% of the excess (if any) of pre-Incentive Fee net investment income over a 1.5% quarterly (6% annualized) hurdle rate, until the Adviser has received 17.5% of total net investment income for that quarter, and 17.5% of all remaining pre-Incentive Fee net investment income for that quarter. No Incentive Fee will be payable under this component for any quarter in which pre-Incentive Fee net investment income does not exceed the hurdle rate for that quarter. Prior to an IPO, the first component of the Incentive Fee payable by the Company will be subject to a reduced rate.

     “Pre-Incentive Fee net investment income” means dividends (whether or not reinvested), interest and fee income less operating expenses, calculated on an accrual basis.

     (ii) Following an IPO, the second component, payable at the end of each fiscal year in arrears, will equal a percentage, which we refer to as the “Weighted Percentage,” of the cumulative capital gains from the inception of the Company to the end of such fiscal year, minus the aggregate amount of any previously paid capital gain Incentive Fees for prior periods; but in no event will be less than zero. The Weighted Percentage will be calculated at the end of each fiscal year of the Company that occurs following an IPO and is intended to ensure that the portion of the Company’s capital gains that accrued following an IPO will be subject to an incentive fee rate of 17.5% and the portion of the Company’s capital gains that accrued prior to an IPO will be subject to a reduced rate. The Weighted Percentage will be calculated in the manner set forth in the Advisory Agreement, the form of which is filed as Exhibit 10.1 of this Registration Statement. Prior to an IPO, the second component of the Incentive Fee payable by the Company will be subject to a reduced rate.

“Cumulative capital gains” means, on any relevant date, cumulative realized capital gains, less the sum of (a) realized capital losses and (b) unrealized capital depreciation on investments, in each case as of such date. "

In normal person terms - this means they will collect 1.5/17.5 (kind of like a hedge fund 2/20 standard), with a quarterly high water mark of 1.5% on the NII + they get a kicker at the end of the year based on Capital Gains.

Portfolio Composition

Like most of the other BDC companies, TPGM will focus on senior secured loans, first and second lien, some unitranche loans (this post does a nice job of explaining), some mezzanine loans, structured equity and even straight equity/warrants.  Most of the equity instruments will be hand in hand with another more senior investment.

Private Offering
Prior to the IPO, the company will have private offering with a number of investors that provided seed capital. The company will structure the private offering like a Private Equity fund where investors will make an initial capital commitment and drawdowns (capital calls) will take place. These initial shareholders will not be able to sell their stock until the restrictions are lifted. The release condition would be for TPGM to have an IPO that results in the Company having a common stock float of at least $75 million or for the fourth anniversary of the private closing to have passed. TPGM has also reserved the right to offer a board seat to a member of the initial private subscription group.

Stated Risks
This could easily be another post, but I will list the main bullet points here

• We are a newly-formed company with no operating history
• We will be dependent on upon management personnel of the Advisor for our future success
• The Adviser and its management have no prior experience managing a BDC
• Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.
• We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.
• We will operate in a highly competitive market for investment opportunities
• Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable (No matter what, TPG will get paid)
• We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code.
• There is a risk that you may not receive dividends or that our dividends may not grow over time. 
• You may be subject to filing requirements under the 1934 Act as a result of your investment in the Company.
• You may be subject to the short-swing profits rules under the 1934 Act as a result of your investment in the Company.
• Potential conflicts of interest could impact our investment returns.
• Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval.
• Changes in laws or regulations governing our operations may adversely affect our business.
• The Adviser can resign on 60 days' notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. 
• To the extent that we do not realize income or choose not to retain after-tax realized capital gains, we will have a greater need for additional capital to fund our investments and operating expenses.

So there you have it. I encourage anyone who would like to know more about a BDC to read as many 10-12G filings as possible as this provides you with a great look into how the firm was organized (most of these filings have some copy/paste to them) and it provides a number of definitions in it.

BDC Weekly Roundup 1/17/2011

The BDCR Index rose by 1.65% from a level of 318.66 on 1/10/2010 to 324.01 for the week ending 1/17/2010. The major winners were TINY (+11.14%) and NGPC (+7.17%) and the major losers were MVC (-3.64%) and KFN (-2.9%).

Some notable news items:
ARCC - Increases capital committed to its SSLP fund http://finance.yahoo.com/news/GE-Capital-and-Ares-Capital-bw-1554288246.html?x=0&.v=1
GAIN / GLAD - Elected Jack Reilly elected to Board and selects David Watson as CFO http://www.streetinsider.com/Analyst+Comments/Gladstone+Capital+Corporation+Elects+Jack+Reilly+to+its+Board+of+Directors/6211001.html
http://www.cnbc.com/id/41044729
TINY - Coverage initiated by Research 2.0 http://seekingalpha.com/article/245846-harris-harris-grows-big-on-small-technologies
TTO - Wants to deregister as a BDC and own Real Assets (not just investment securities) http://finance.yahoo.com/news/Tortoise-Capital-Resources-bw-161869629.html?x=0&.v=1

TPG Special Situations group intends to register as a BDC
http://www.reuters.com/article/idUSN1420292320110114?feedType=RSS&feedName=privateEquity&rpc=43