Special Value Continuation Partners, LP - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Special Value Continuation Partners, LP	s001465x1_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Special Value Continuation Partners, LP	s001465x1_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Special Value Continuation Partners, LP	s001465x1_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2016

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00897

SPECIAL VALUE CONTINUATION PARTNERS, LP

(Exact Name of Registrant as Specified in Charter)

Delaware	68-0631675
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

2951 28 ^th Street, Suite 1000 Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller Reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the Registrant’s common limited partner interests outstanding as of September 30, 2016 was 1,026,886,283.

SPECIAL VALUE CONTINUATION PARTNERS, LP

FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

	TABLE OF CONTENTS

Part I.	Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015	2
	Consolidated Schedule of Investments as of September 30, 2016 (unaudited) and December 31, 2015	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2016 (unaudited) and September 30, 2015 (unaudited)	13
	Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2016 (unaudited) and year ended December 31, 2015	14
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 (unaudited) and September 30, 2015 (unaudited)	15
	Notes to Consolidated Financial Statements (unaudited)	16
	Consolidated Schedule of Changes in Investments in Affiliates for the nine months ended September 30, 2016 (unaudited) and year ended December 31, 2015	38
	Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2016 (unaudited) and December 31, 2015	40



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	54

Part II.	Other Information

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55

Item 3.	Defaults upon Senior Securities	55

Item 4.	Mine Safety Disclosures	55

Item 5.	Other Information	55

Item 6.	Exhibits	55

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Statements of Assets and Liabilities

	September 30, 2016			December 31, 2015
	(unaudited)
Assets
Investments, at fair value:
Companies less than 5% owned (cost of $1,161,033,998 and $1,123,682,687, respectively)	$	1,144,719,963		$	1,099,208,475
Companies 5% to 25% owned (cost of $72,925,246 and $68,862,518, respectively)		68,900,676			69,008,931
Companies more than 25% owned (cost of $88,662,808 and $39,162,221, respectively)		62,809,253			14,702,319
Total investments (cost of $1,322,622,052 and $1,231,707,426, respectively)		1,276,429,892			1,182,919,725

Cash and cash equivalents		140,873,527			35,629,435
Receivable for investments sold		6,306,581			-
Accrued interest income:
Companies less than 5% owned		11,067,134			8,842,528
Companies 5% to 25% owned		1,036,764			741,306
Companies more than 25% owned		15,919			29,230
Deferred debt issuance costs		4,216,157			5,390,241
Unrealized appreciation on swaps		-			3,229,442
Options (cost of $279,327 and $51,750, respectively)		460,972			-
Prepaid expenses and other assets		760,453			2,047,131
Total assets		1,441,167,399			1,238,829,038

Liabilities
Debt, net of unamortized issuance costs		394,444,776			394,467,407
Payable for investments purchased		9,151,343			6,425,414
Incentive allocation payable		5,133,010			5,207,606
Interest payable		2,423,138			2,663,341
Payable to the Advisor		465,878			260,760
Accrued expenses and other liabilities		2,662,971			2,348,909
Total liabilities		414,281,116			411,373,437

Commitments and contingencies (Note 5)

Net assets applicable to common limited and general partners	$	1,026,886,283		$	827,455,601

Composition of net assets applicable to common limited and general partners
Paid-in capital in excess of par		1,180,024,317			981,033,295
Accumulated net investment income		29,520,432			25,141,636
Accumulated net realized losses		(136,478,910	)		(132,485,958	)
Accumulated net unrealized depreciation		(46,179,556	)		(46,233,372	)
Net assets applicable to common limited and general partners	$	1,026,886,283		$	827,455,601

See accompanying notes to the consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Unaudited)

September 30, 2016

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments ^(A)
Activities Related to Real Estate
Associations, Inc.	First Lien FILO Term Loan	LIBOR (Q)		1.00	%		8.96	%		9.96	%	12/23/2019	$	12,924,237	$	12,795,214		$	12,794,994			0.90	%

Advertising and Public Relations Services
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		10.98	%	9/1/2018	$	15,000,000		14,717,540			14,735,250			1.04	%	H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	–		-			-			-		H
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	–		-			-			-		H
																14,717,540			14,735,250			1.04	%
Air Transportation
Mesa Air Group, Inc.	Acquisition Loan	LIBOR (M)		-			7.25	%		7.81	%	7/15/2022	$	14,545,227		14,324,197			14,836,131			1.05	%

Apparel Manufacturing
Broder Bros., Co.	First Lien Term Loan (First Out)	LIBOR (Q)		1.25	%		5.75	%		7.00	%	6/3/2021	$	9,760,000		9,592,010			9,711,200			0.69	%
Broder Bros., Co.	First Lien Term Loan B (Last Out)	LIBOR (Q)		1.25	%		12.25	%		13.50	%	6/3/2021	$	9,840,000		9,675,719			9,741,600			0.69	%
JH Apparel Holdings, LLC	First Lien FILO Term Loan	LIBOR (M)		1.00	%		9.60	%		10.60	%	4/8/2019	$	2,953,456		2,940,331			2,982,990			0.21	%
																22,208,060			22,435,790			1.59	%
Building Equipment Contractors
Hylan Datacom & Electrical, LLC	First Lien Delayed Draw Term Loan	LIBOR (Q)		1.00	%		7.50	%		8.50	%	7/25/2021	$	–		-			-			-
Hylan Datacom & Electrical, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		7.50	%		8.50	%	7/25/2021	$	14,386,131		14,173,719			14,172,065			1.00	%
																14,173,719			14,172,065			1.00	%
Business Support Services
Enerwise Global Technologies, Inc.	Sr Secured Revolving Loan	LIBOR (Q)		0.23	%		8.52	%		N/A		11/30/2018	$	–		(22,700	)		(24,400	)		-		K
Enerwise Global Technologies, Inc.	Sr Secured Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.23	%		9.27	%		9.92	%	11/30/2019	$	23,937,500		23,785,168			23,791,481			1.68	%	L
STG-Fairway Acquisitions, Inc. (First Advantage)	Second Lien Term Loan	LIBOR (Q)		1.00	%		9.25	%		10.25	%	6/30/2023	$	31,000,000		30,574,535			31,093,000			2.19	%
																54,337,003			54,860,081			3.87	%
Chemicals
Anuvia Plant Nutrients Holdings, LLC	Sr Secured Term Loan (8.0% Exit Fee)	LIBOR (Q)		-			10.63	%		12.15	%	2/1/2018	$	9,053,891		9,480,486			9,650,996			0.68	%	L
Green Biologics, Inc.	Sr Secured Delayed Draw Term Loan (10.0% Exit Fee)	Prime Rate		-			7.75	%		11.25	%	5/1/2018	$	15,000,000		15,340,950			14,694,750			1.04	%	L
																24,821,436			24,345,746			1.72	%
Communications Equipment Manufacturing
Globecomm Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		7.63	%		8.88	%	12/11/2018	$	14,517,321		14,372,148			14,517,320			1.02	%	B
Globecomm Systems, Inc.	First Lien Series A Term Loan	LIBOR (Q)		1.25	%		7.63	%		N/A		12/11/2018	$	–		-			-			-		B
Triangle Acquisition Co. (Polycom)	First Lien Term Loan	LIBOR (Q)		1.00	%		6.50	%		7.50	%	9/29/2023	$	5,000,000		4,800,000			4,825,000			0.34	%
																19,172,148			19,342,320			1.36	%

Computer Equipment Manufacturing
Silicon Graphics International Corp.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/27/2018	$	15,846,397		15,677,901			16,140,347			1.14	%	J

Computer Systems Design and Related Services
Dealersocket, Inc.	Senior Secured 1st Lien Term Loan	LIBOR (M)		1.00	%		10.00	%		11.00	%	2/10/2021	$	17,500,000		16,858,354			17,272,500			1.22	%
MSC Software Corporation	Second Lien Term Loan	LIBOR (M)		1.00	%		7.50	%		8.50	%	5/29/2021	$	6,993,035		6,949,718			6,853,175			0.49	%
Marketo, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	8/16/2021	$	23,295,455		22,605,970			22,596,591			1.59	%
Marketo, Inc.	Senior Secured Revolver	LIBOR (Q)		1.00	%		9.50	%		10.50	%	8/16/2021	$	–		(49,877	)		(51,135	)		-		K
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.75	%	9/3/2018	$	2,319,933		2,319,933			2,319,933			0.16	%	H
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.75	%	9/3/2018	$	10,346,667		10,287,679			10,346,667			0.73	%	H
OnX USA, LLC	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.75	%	9/3/2018	$	3,749,867		3,749,867			3,749,867			0.26	%
OnX USA, LLC	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.75	%	9/3/2018	$	3,173,333		3,160,481			3,173,333			0.22	%
Waterfall International, Inc.	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	LIBOR (Q)		-			11.67	%		12.48	%	9/1/2018	$	4,800,000		4,798,895			4,779,360			0.34	%	L
																70,681,020			71,040,291			5.01	%
Data Processing and Hosting Services
Rightside Group, Ltd.	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.63	%	8/6/2019	$	4,562,500		3,964,688			4,608,125			0.33	%
United TLD Holdco, Ltd. (Rightside) (Cayman Islands)	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.63	%	8/6/2019	$	9,125,000		7,929,375			9,216,250			0.65	%	H
																11,894,063			13,824,375			0.98	%
Electric Power Generation, Transmission and Distribution
Holocene Renewable Energy Fund 3, LLC (Conergy)	First Lien Term Loan	Fixed		-		9% Cash + 1% PIK				10.00	%	9/10/2017	$	7,518,173		7,480,132			7,442,991			0.53	%
CGY UK Portfolio I Borrower LLC, (Conergy)	Senior Secured 1st Lien Term Loan	LIBOR (Q)		-			9.00	%		9.85	%	3/3/2018	$	3,951,020		3,862,845			3,911,510			0.28	%
																11,342,977			11,354,501			0.81	%
Electronic Component Manufacturing
Redaptive, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			10.72	%		N/A		7/1/2018	$	–		(84,877	)		-			-		K
Soraa, Inc.	Tranche A Term Loan (3.0% Exit Fee)	LIBOR (Q)		0.44	%		9.33	%		10.15	%	3/1/2018	$	18,563,581		18,170,569			18,164,464			1.28	%	L
Soraa, Inc.	Tranche B Term Loan	LIBOR (Q)		0.44	%		9.33	%		10.15	%	9/1/2017	$	1,603,779		1,539,706			1,548,689			0.11	%
																19,625,398			19,713,153			1.39	%
Equipment Leasing
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		-			12.00	%		12.00	%	11/1/2020	$	24,180,718		24,180,718			24,180,718			1.71	%	E/F
Essex Ocean, LLC (Solexel)	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	8/15/2018	$	1,928,731		1,928,731			1,967,306			0.14	%
																26,109,449			26,148,024			1.85	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2016

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments (continued)
Facilities Support Services
NANA Development Corp.	First Lien Term Loan B	LIBOR (M)		1.25	%		6.75	%		8.00	%	3/15/2018	$	1,055,416	$	991,404		$	997,368			0.07	%

Financial Investment Activities
iPayment, Inc.	First Lien Term Loan B2	LIBOR (Q)		1.50	%		5.25	%		6.75	%	5/8/2017	$	12,304,553		12,015,428			11,689,326			0.83	%
Magnolia Finance V plc (Cayman Islands)	Asset-Backed Credit Linked Notes	Fixed		-			13.13	%		13.13	%	8/2/2021	$	15,000,000		15,000,000			14,926,500			1.05	%	E/H
																27,015,428			26,615,826			1.88	%
Gaming
AP Gaming I, LLC	First Lien Revolver	LIBOR (M)		-			8.25	%		N/A		12/20/2018	$	–		(1,707,675	)		(1,125,000	)		(0.08	%)	K

Grocery Stores
Bashas, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.50	%		8.80	%		10.30	%	10/8/2019	$	9,362,778		9,326,959			9,456,406			0.67	%

Hospitals
KPC Healthcare, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	8/28/2020	$	15,821,501		15,527,235			16,194,097			1.14	%
Pacific Coast Holdings Investment, LLC	Senior Secured 1st Lien Delayed Draw Term Loan	LIBOR (M)		2.00	%		9.70	%		11.70	%	10/23/2019	$	10,828,233		10,762,079			10,828,233			0.76	%
																26,289,314			27,022,330			1.90	%
Insurance Carriers
JSS Holdings, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.50	%		7.50	%	8/31/2021	$	3,800,000		3,735,379			3,781,000			0.27	%
US Apple Holdco, LLC (Ventiv Technology)	First Lien Term Loan	LIBOR (Q)		0.50	%		13.62	%		14.50	%	8/29/2019	$	20,015,152		19,495,681			20,015,152			1.41	%
																23,231,060			23,796,152			1.68	%
Insurance Related Activities
Acrisure, LLC	Second Lien Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	28,999,999		28,618,700			28,999,999			2.05	%
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	6,000,000		5,943,055			6,000,000			0.42	%
																34,561,755			34,999,999			2.47	%
Lessors of Nonfinancial Licenses
ABG Intermediate Holdings 2, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	16,573,588		16,430,136			16,283,550			1.15	%
ABG Intermediate Holdings 2, LLC	Second Lien Incremental Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	3,426,412		3,396,188			3,366,450			0.24	%
																19,826,324			19,650,000			1.39	%
Management, Scientific, and Technical Consulting Services
Dodge Data & Analytics, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.75	%		9.75	%	10/31/2019	$	24,170,030		23,748,562			23,573,030			1.66	%

Medical Equipment and Supplies Manufacturing
Bioventus, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	4/10/2020	$	11,000,000		10,844,831			11,027,500			0.78	%

Motion Picture and Video Industries
CORE Entertainment, Inc.	First Lien Term Loan	Fixed		-			11.00	%		11.00	%	6/21/2017	$	9,462,231		9,497,311			4,315,251			0.30	%	C
CORE Entertainment, Inc.	Second Lien Term Loan	Fixed		-			15.50	%		15.50	%	6/21/2018	$	7,569,785		7,700,187			297,493			0.02	%	C
																17,197,498			4,612,744			0.32	%
Nondepository Credit Intermediation
Caribbean Financial Group (Cayman Islands)	Sr Secured Notes	Fixed		-			11.50	%		11.50	%	11/15/2019	$	28,678,000		28,560,113			29,108,170			2.05	%	E/G/H
Daymark Financial Acceptance, LLC	First Lien Delayed Draw Term Loan	LIBOR (M)		-			9.50	%		10.02	%	1/12/2020	$	17,500,000		17,283,898			17,263,750			1.22	%
Greystone Select Holdings, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	3/26/2021	$	16,102,989		15,945,396			15,933,907			1.13	%
Trade Finance Funding I, Ltd. (Cayman Islands)	Secured Class B Notes	Fixed		-			10.75	%		10.75	%	11/13/2018	$	15,084,000		15,084,000			14,857,740			1.05	%	E/H
																76,873,407			77,163,567			5.45	%
Other Chemical Product and Preparation Manufacturing
Nanosys, Inc.	First Lien Delayed Draw Term Loan (3.5% Exit Fee)	LIBOR (Q)		-			9.81	%		10.69	%	4/1/2019	$	7,000,000		6,448,006			6,740,300			0.48	%	L

Other Information Services
Asset International, Inc.	Delayed Draw Term Loan	LIBOR (M)		1.00	%		7.00	%		N/A		7/31/2020	$	–		(24,780	)		(56,427	)		-		K
Asset International, Inc.	Revolver Loan	LIBOR (M)		1.00	%		7.00	%		N/A		7/31/2020	$	–		(11,672	)		(26,580	)		-		K
Asset International, Inc.	First Lien Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	15,506,085		15,293,023			15,086,646			1.06	%
Simmons Research, LLC	First Lien Term Loan	LIBOR (Q)		0.50	%		10.50	%		11.38	%	12/11/2020	$	4,936,601		4,849,352			4,899,576			0.35	%
SoundCloud Ltd. (United Kingdom)	Sr Secured Term Loan (2.0% Exit Fee)	LIBOR (M)		0.28	%		10.72	%		11.60	%	10/1/2018	$	31,550,000		31,562,496			32,039,060			2.26	%	H/L
TCH-2 Holdings, LLC (TravelClick)	Second Lien Term Loan	LIBOR (M)		1.00	%		7.75	%		8.75	%	11/6/2021	$	19,988,392		19,760,997			19,788,509			1.40	%	G
																71,429,416			71,730,784			5.07	%
Other Manufacturing
AGY Holding Corp.	Sr Secured Term Loan	Fixed		-			12.00	%		12.00	%	9/15/2018	$	4,869,577		4,869,577			4,869,577			0.34	%	B
AGY Holding Corp.	Second Lien Notes	Fixed		-			11.00	%		11.00	%	11/15/2016	$	9,268,000		7,586,317			9,268,000			0.65	%	B/E
AGY Holding Corp.	Delayed Draw Term Loan	Fixed		-			12.00	%		12.00	%	9/15/2018	$	–		-			-			-		B
Boomerang Tube, LLC	Subordinated Notes	LIBOR (M)		-			17.50	%		17.50	%	2/1/2021	$	1,030,741		1,030,741			149,458			0.01	%	C
																13,486,635			14,287,035			1.00	%
Other Publishing
Bisnow, LLC	First Lien Revolver	LIBOR (Q)		-			9.00	%		N/A		4/29/2021	$	–		(24,000	)		(22,200	)		-		K
Bisnow, LLC	First Lien Term Loan	LIBOR (Q)		-			9.00	%		9.88	%	4/29/2021	$	8,614,356		8,453,191			8,459,298			0.60	%
																8,429,191			8,437,098			0.60	%
Other Telecommunications
Securus Technologies, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		7.75	%		9.00	%	4/30/2021	$	10,387,097		10,283,226			10,043,024			0.71	%

Pharmaceuticals
Lantheus Medical Imaging, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.00	%		7.00	%	6/30/2022	$	9,277,833		8,785,818			9,115,471			0.64	%

Plastics Manufacturing
Iracore International, Inc.	Sr Secured Notes	Fixed		-			9.50	%		9.50	%	6/1/2018	$	13,600,000		13,600,000			7,208,000			0.51	%	E/G

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2016

																			% of Total
									Total								Fair		Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost		Value		Investments			Notes

Debt Investments (continued)
Radio and Television Broadcasting
Fuse, LLC	Sr Secured Notes	Fixed		-			10.38	%		10.38	%	7/1/2019	$	7,312,000	$	7,312,000	$	5,027,000		0.35	%	E/G
NEP/NCP Holdco, Inc.	Second Lien Term Loan	LIBOR (M)		1.25	%		8.75	%		10.00	%	7/22/2020	$	15,981,496		15,709,496		16,101,357		1.14	%
																23,021,496		21,128,357		1.49	%

Restaurants
RM OpCo, LLC (Real Mex)	Convertible Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	1,902,207		1,902,207		1,902,207		0.13	%	B
RM OpCo, LLC (Real Mex)	First Lien Term Loan Tranche A	Fixed		-			7.00	%		7.00	%	3/30/2018	$	4,864,613		4,581,227		4,864,613		0.34	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	9,478,043		9,478,043		3,981,726		0.28	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,984,959		2,969,537		2,984,959		0.21	%	B
RM OpCo, LLC (Real Mex)	Sr Convertible Second Lien Term Loan B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	3,422,601		3,422,601		3,422,601		0.24	%	B
																22,353,615		17,156,106		1.20	%
Retail
Bon-Ton, Inc.	First Lien Tranche A-1 Revolver	LIBOR (Q)		1.00	%		9.50	%		10.50	%	3/15/2021	$	4,432,934		4,344,275		4,388,604		0.31	%
Gander Mountain Company	Second Lien Term Loan	LIBOR (Q)		-			9.50	%		10.33	%	6/15/2018	$	11,465,152		11,360,266		11,350,501		0.80	%
The Gymboree Corporation	First Lien Term Loan	LIBOR (Q)		-			10.25	%		11.09	%	9/24/2020	$	9,704,432		9,519,691		9,530,723		0.67	%
Kenneth Cole Productions, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.00	%		8.50	%		9.50	%	9/25/2020	$	20,672,789		20,479,758		20,879,517		1.47	%
																45,703,990		46,149,345		3.25	%
Satellite Telecommunications
Avanti Communications Group, PLC (United Kingdom)	Sr Secured Notes	Fixed		-			10.00	%		10.00	%	10/1/2019	$	9,393,000		9,393,000		7,509,506		0.53	%	E/G/H

Scientific Research and Development Services
BPA Laboratories, Inc.	Senior Secured Notes	Fixed		-			12.25	%		12.25	%	4/1/2017	$	38,932,000		39,001,750		39,061,760		2.76	%	E/G

Software Publishing
Acronis International GmbH (Switzerland)	First Lien Term Loan	LIBOR (Q)		1.00	%		11.00	%		12.00	%	6/9/2017	$	28,336,513		28,303,218		28,121,155		1.98	%	H
ArcServe (USA), LLC	Second Lien Term Loan	LIBOR (Q)		0.50	%	8.5% Cash + 1.25% PIK				10.60	%	1/31/2020	$	30,124,704		29,727,413		28,312,703		2.00	%
Aptos Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.75	%		7.75	%	9/1/2022	$	10,000,000		9,800,200		9,800,000		0.69	%
Autoalert, LLC	First Lien Term Loan	LIBOR (Q)		0.25	%	4.75% Cash + 4% PIK				9.63	%	3/31/2019	$	35,627,947		35,232,825		35,531,752		2.51	%
BlackLine Systems, Inc.	First Lien Acquisition Term Loan	LIBOR (Q)		1.50	%	3.25% Cash + 4.75% PIK				9.50	%	9/25/2018	$	9,593,227		9,500,850		9,503,530		0.67	%
BlackLine Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.50	%	3.25% Cash + 4.75% PIK				9.50	%	9/25/2018	$	15,347,165		14,711,503		15,203,669		1.07	%
BlackLine Systems, Inc.	Senior Secured 1st Lien Incremental Term Loan	LIBOR (Q)		1.50	%	3.25% Cash + 4.75% PIK				9.50	%	9/25/2018	$	3,868,410		3,808,441		3,832,240		0.27	%
BlackLine Systems, Inc.	Senior Secured Revolver	LIBOR (Q)		0.50	%		6.00	%		6.50	%	9/25/2018	$	–		-		-		-
Bluehornet Networks, Inc.	First Lien Term Loan	LIBOR (Q)		-			9.50	%		10.36	%	12/3/2020	$	5,837,798		5,732,817		5,837,798		0.41	%
Edmentum, Inc.	Jr Revolving Facility	Fixed		-			5.00	%		5.00	%	6/9/2020	$	-		-		-		-		B
Edmentum Ultimate Holdings, LLC	Sr PIK Notes	Fixed		-			8.50	%		8.50	%	6/9/2020	$	2,784,444		2,784,444		2,784,444		0.20	%	B
Edmentum Ultimate Holdings, LLC	Jr PIK Notes	Fixed		-			10.00	%		10.00	%	6/9/2020	$	12,708,557		12,176,942		12,225,632		0.86	%	B
Fidelis Acquisitionco, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	42,565,572		41,947,258		42,246,330		2.98	%
Fidelis Acquisitionco, LLC	Sr Secured Revolver	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	3,182,143		3,182,143		3,158,277		0.22	%
Newscycle Solutions, Inc.	Second Lien Term Loan	LIBOR (Q)		-			13.00	%		13.83	%	9/10/2021	$	11,513,362		11,181,123		11,255,463		0.79	%
Newscycle Solutions AB	Second Lien Term Loan B	LIBOR (Q)		-			13.00	%		13.83	%	9/10/2021	$	11,513,362		11,181,123		11,255,463		0.79	%
Soasta, Inc.	Senior Secured 1st Lien Term Loan (4.0% Exit Fee)	LIBOR (Q)		-			9.56	%		10.44	%	4/1/2019	$	17,880,435		17,699,921		17,777,622		1.25	%	L
Utilidata, Inc.	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	LIBOR (M)		0.62	%		9.88	%		10.69	%	1/1/2019	$	3,200,000		3,120,904		3,040,000		0.21	%	L
Virgin Pulse Inc.	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.88	%	5/21/2020	$	7,500,000		7,416,185		7,500,000		0.53	%
																247,507,310		247,386,078		17.43	%

Textile Furnishings Mills
Lexmark Carpet Mills, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	23,038,235		23,038,235		22,653,496		1.60	%
Lexmark Carpet Mills, Inc.	First Lien Term Loan B	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	7,902,650		7,749,659		7,770,676		0.55	%
																30,787,894		30,424,172		2.15	%
Utility System Construction
Kawa Solar Holdings Limited	Bank Guarantee Credit Facility	Fixed		-		8.2% Cash + 3.5% PIK				11.70	%	7/2/2017	$	21,089,833		21,089,833		20,704,944		1.46	%	F
Kawa Solar Holdings Limited	Revolving Credit Facility	Fixed		-			8.20	%		8.20	%	7/2/2017	$	4,000,000		4,000,000		4,000,000		0.28	%	F
																25,089,833		24,704,944		1.74	%
Wholesalers
NILCO, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	9/1/2021	$	21,289,225		20,655,468		20,650,548		1.46	%

Wired Telecommunications Carriers
Alpheus Communications, LLC	First Lien Delayed Draw FILO Term Loan	LIBOR (Q)		1.00	%		7.42	%		8.42	%	5/31/2018	$	334,243		330,920		328,959		0.02	%
Alpheus Communications, LLC	First Lien Delayed Draw FILO Term Loan	LIBOR (Q)		1.00	%		7.42	%		8.42	%	5/31/2018	$	1,355,968		1,345,325		1,328,879		0.09	%
Alpheus Communications, LLC	First Lien FILO Term Loan	LIBOR (Q)		1.00	%		7.42	%		8.42	%	5/31/2018	$	7,304,093		7,231,480		7,166,776		0.51	%
Integra Telecom Holdings, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		8.50	%		9.75	%	2/22/2020	$	13,231,193		13,072,471		12,613,746		0.89	%
Oxford County Telephone and Telegraph Company	First Lien Term Loan	LIBOR (Q)		1.00	%		7.13	%		8.13	%	8/31/2020	$	3,955,000		3,906,296		3,942,740		0.28	%
U.S. TelePacific Corp.	First Lien Notes	LIBOR (Q)		1.00	%		8.50	%		9.50	%	2/24/2021	$	10,000,000		9,701,998		9,719,000		0.69	%
																35,588,490		35,100,100		2.48	%
Wireless Telecommunications Carriers
Gogo, LLC	Sr Secured Notes	Fixed		-			12.50	%		12.50	%	7/1/2022	$	10,000,000		10,000,000		10,816,670		0.76	%	E

Total Debt Investments																1,241,644,130		1,221,182,288		86.16	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2016

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities
Advertising and Public Relations Services
InMobi, Inc. (Singapore)	Warrants to Purchase Stock							562,496	$	230,569	$	231,973		0.02	%	C/E/H

Air Transportation
Aircraft Leased to United Airlines, Inc.
United N659UA-767, LLC (N659UA)	Trust Beneficial Interests							683		3,341,416		3,288,050		0.23	%	E/F
United N661UA-767, LLC (N661UA)	Trust Beneficial Interests							688		3,472,159		3,324,395		0.23	%	E/F
Epic Aero, Inc. (One Sky)	Warrants to Purchase Common Stock							1,843		855,313		1,707,044		0.12	%	C/E
										7,668,888		8,319,489		0.58	%
Business Support Services
Findly Talent, LLC	Membership Units							708,229		230,938		143,062		0.01	%	C/E
STG-Fairway Holdings, LLC (First Advantage)	Class A Units							841,479		325,432		1,716,028		0.12	%	C/E
										556,370		1,859,090		0.13	%
Chemicals
Green Biologics, Inc.	Warrants to Purchase Stock							615,000		272,594		20,910		-		C/E

Communications Equipment Manufacturing
Wasserstein Cosmos Co-Invest, L.P. (Globecomm)	Limited Partnership Units							5,000,000		5,000,000		2,000,000		0.14	%	B/C/E

Computer Systems Design and Related Services
Waterfall International, Inc.	Series B Preferred Stock							1,428,571		1,000,000		1,065,143		0.07	%	C/E
Waterfall International, Inc.	Warrants to Purchase Stock							920,000		89,847		84,824		0.01	%	C/E
										1,089,847		1,149,967		0.08	%
Data Processing and Hosting Services
Anacomp, Inc.	Class A Common Stock							1,255,527		26,711,048		1,393,635		0.10	%	C/E/F
Rightside Group, Ltd.	Warrants							498,855		2,778,622		686,883		0.05	%	C/E
										29,489,670		2,080,518		0.15	%
Electrical Equipment Manufacturing
NEXTracker, Inc.	Series B Preferred Stock							558,884		-		3,240,969		0.23	%	C/E
NEXTracker, Inc.	Series C Preferred Stock							17,640		-		102,277		0.01	%	C/E
										-		3,343,246		0.24	%
Electronic Component Manufacturing
Soraa, Inc.	Warrants to Purchase Common Stock							3,071,860		478,899		4,915		-		C/E

Equipment Leasing
36th Street Capital Partners Holdings, LLC	Membership Units							5,744,606		5,744,606		5,744,606		0.41	%	C/E/F
Essex Ocean II, LLC	Membership Units							199,430		123,028		172,905		0.01	%	C/E/F
										5,867,634		5,917,511		0.42	%

Financial Investment Activities
GACP I, LP	Membership Units							12,162,730		12,281,867		12,378,269		0.87	%	C/E/I
Marsico Holdings, LLC	Common Interest Units							168,698		172,694		1,687		-		C/E/I
										12,454,561		12,379,956		0.87	%

Metal and Mineral Mining
EPMC HoldCo, LLC	Membership Units							1,312,720		-		210,035		0.01	%	B/E

Other Chemical Products and Mineral Manufacturing
Nanosys, Inc.	Warrants to Purchase Common Stock							800,000		605,266		676,800		0.05	%	C/E

Other Information Services
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock							946,498		79,082		77,802		0.01	%	C/E/H

Other Manufacturing
Boomerang Tube Holdings, Inc.	Common Stock							24,288		243		-		-		C/E
KAGY Holding Company, Inc.	Series A Preferred Stock							9,778		1,091,200		5,189,344		0.37	%	B/C/E
										1,091,443		5,189,344		0.37	%
Radio and Television Broadcasting
Fuse Media, LLC	Warrants to Purchase Common Stock							233,470		300,322		-		-		C/E

Restaurants
RM Holdco, LLC (Real Mex)	Equity Participation							24		-		-		-		B/C/E
RM Holdco, LLC (Real Mex)	Membership Units							13,161,000		2,010,777		-		-		B/C/E
										2,010,777		-		-
Retail
Shop Holding, LLC (Connexity)	Class A Units							507,167		480,049		5,072		-		C/E

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2016

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities (continued)
Software Publishing
Blackline Intermediate, Inc.	Warrants to Purchase Common Stock							1,232,731	$	522,678	$	2,830,844		0.20	%	C/E
Edmentum Ultimate Holdings, LLC	Class A Common Units							159,515		680,226		680,218		0.05	%	B/C/E
Soasta, Inc.	Warrants to Purchase Series F Preferred Stock							715,217		192,651		282,511		0.02	%	C/E
Utilidata, Inc.	Warrants to Purchase Stock							719,998		216,336		205,200		0.01	%	C/E
										1,611,891		3,998,773		0.28	%
Utility System Construction
Kawa Solar Holdings Limited	Ordinary Shares							2,332,594		-		-		-		C/F

Wired Telecommunications Carriers
Integra Telecom, Inc.	Common Stock							1,274,522		8,433,884		5,269,511		0.37	%	C/E
Integra Telecom, Inc.	Warrants							346,939		19,920		162,645		0.01	%	C/E
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)	Common Shares							1,393		3,236,256		2,350,047		0.17	%	C/D/E/H
										11,690,060		7,782,203		0.55	%

Total Equity Securities										80,977,922		55,247,604		3.90	%

Total Investments									$	1,322,622,052	$	1,276,429,892

Cash and Cash Equivalents
Cash Denominated in Foreign Currencies												14,354,800		1.01	%
Cash Held on Account at Various Institutions												46,520,310		3.28	%
Wells Fargo Government Money Market Fund												55,000,000		3.88	%
Bank Tokyo, Commercial Paper, 0.38%, due 10/07/16												24,998,417		1.77	%
Cash and Cash Equivalents												140,873,527		9.94	%

Total Cash and Investments											$	1,417,303,419		100.00	%	M

Notes to Consolidated Schedule of Investments:

^(A)	Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

^(B)	Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.

^(C)	Non-income producing security.

^(D)

Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. At September 30, 2016, such hedging activities included the derivatives listed at the end of the Consolidated Schedule of Investments. (See Note 2)

^(E)	Restricted security. (See Note 2)

^(F)

Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.

^(G)	Investment has been segregated to collateralize certain unfunded commitments.

^(H)

Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Partnership may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Partnership's total assets.

^(I)

Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Partnership may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Partnership's total assets.

^(J)

Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Partnership may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Partnership's total assets.

^(K)	Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

^(L)	In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

^(M)	All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $379,816,646 and $294,224,143 respectively, for the nine months ended September 30, 2016. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2016 was $1,276,033,988 or 90.0% of total cash and investments of the Partnership. As of September 30, 2016 approximately 13.7% of the total assets of the Partnership were not qualifying assets under Section 55(a) of the 1940 Act.

Options and swaps at September 30, 2016 were as follows:

Investment	Notional Amount		Fair Value

GBP, Put Option, $1.47370, expires 3/3/17	£	2,681,021	$	460,972

See accompanying notes to the consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments

December 31, 2015

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments ^(A)
Accounting, Tax and Payroll Services
EGS Holdings, Inc. (Expert Global Solutions)	Holdco PIK Notes	LIBOR (A)		3.00	%		10.00	%		13.00	%	10/3/2018	$	64,783	$	64,783		$	64,783			0.01	%
Expert Global Solutions, LLC	Second Lien Term Loan	LIBOR (Q)		1.50	%		11.00	%		12.50	%	10/3/2018	$	15,249,675		15,041,186			15,249,675			1.25	%
																15,105,969			15,314,458			1.26	%
Advertising, Public Relations Services
Doubleplay III Limited (Exterion Media) (United Kingdom)	First Lien Facility A1 Term Loan	EURIBOR (Q)		1.25	%		5.75	%		7.00	%	3/18/2018	€	12,249,157		15,931,220			13,171,984			1.08	%	D/H
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		10.50	%	9/1/2018	$	13,145,041		12,695,719			12,776,341			1.05	%	H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	-		-			-			-		H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	-		-			-			-		H/L
																28,626,939			25,948,325			2.13	%
Air Transportation
Aircraft Leased to Delta Air Lines, Inc.
N913DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	3/15/2017	$	114,196		114,196			115,617			0.01	%	F
N918DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	8/15/2018	$	233,219		233,219			237,494			0.02	%	F
N954DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	3/20/2019	$	336,554		336,554			342,734			0.03	%	F
N955DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	6/20/2019	$	362,232		362,232			369,162			0.03	%	F
N956DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	5/20/2019	$	358,380		358,380			365,197			0.03	%	F
N957DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	6/20/2019	$	365,401		365,401			372,392			0.03	%	F
N959DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	7/20/2019	$	372,361		372,361			379,522			0.03	%	F
N960DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	10/20/2019	$	396,169		396,169			403,869			0.03	%	F
N961DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	8/20/2019	$	385,667		385,667			393,115			0.03	%	F
N976DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	2/15/2018	$	214,686		214,686			218,321			0.02	%	F
Aircraft Leased to United Airlines, Inc.
N659UA	Aircraft Secured Mortgage	Fixed		-			12.00	%		12.00	%	2/28/2016	$	313,315		313,315			318,980			0.03	%	F
N661UA	Aircraft Secured Mortgage	Fixed		-			12.00	%		12.00	%	5/4/2016	$	557,684		557,684			570,303			0.05	%	F
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A	LIBOR (M)		-			8.50	%		8.75	%	1/31/2023	$	14,250,773		13,982,969			14,252,198			1.17	%	H
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A1	LIBOR (M)		-			8.50	%		N/A		1/31/2023	$	-		-			-			-		H
Mesa Air Group, Inc.	Acquisition Delayed Draw Loan	LIBOR (M)		-			7.25	%		N/A		6/17/2019	$	-		-			278,288			0.02	%
Mesa Air Group, Inc.	Acquisition Loan	LIBOR (M)		-			7.25	%		7.62	%	7/15/2022	$	15,997,019		15,724,234			16,324,958			1.34	%
																33,717,067			34,942,150			2.87	%
Apparel Manufacturing
Broder Bros., Co.	First Lien Term Loan A (First Out)	LIBOR (Q)		1.25	%		5.75	%		7.00	%	6/3/2021	$	9,940,000		9,743,116			9,741,200			0.80	%
Broder Bros., Co.	First Lien Term Loan B (Last Out)	LIBOR (Q)		1.25	%		12.25	%		13.50	%	6/3/2021	$	9,960,000		9,762,553			9,760,800			0.80	%
JH Apparel Holdings, LLC	First Lien FILO Term Loan	LIBOR (M)		1.00	%		9.60	%		10.60	%	4/8/2019	$	3,669,926		3,645,226			3,669,926			0.30	%
																23,150,895			23,171,926			1.90	%
Business Support Services
Enerwise Global Technologies, Inc.	Sr Secured Revolving Loan	LIBOR (Q)		0.23	%		8.52	%		8.75	%	11/30/2017	$	-		(69,938	)		(123,750	)		(0.01	%)	K
Enerwise Global Technologies, Inc.	Sr Secured Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.23	%		9.27	%		9.50	%	11/30/2019	$	17,281,250		17,043,402			16,996,109			1.39	%	L
STG-Fairway Acquisitions, Inc. (First Advantage)	Second Lien Term Loan	LIBOR (Q)		1.00	%		9.25	%		10.25	%	6/30/2023	$	31,000,000		30,546,700			31,883,500			2.62	%
																47,520,164			48,755,859			4.00	%
Chemicals
Anuvia Plant Nutrients Holdings, LLC	Sr Secured Term Loan (8.0 % Exit Fee)	LIBOR (M)		0.23	%		10.27	%		10.50	%	2/1/2018	$	7,700,000		7,993,675			8,059,280			0.66	%	L
BioAmber, Inc.	Sr Secured Term Loan (8.25% Exit Fee)	LIBOR (M)		0.23	%		9.27	%		9.50	%	12/1/2017	$	10,000,000		10,226,245			10,509,000			0.86	%	L
Green Biologics, Inc.	Sr Secured Delayed Draw Term Loan (10.0% Exit Fee)	Prime Rate		-			7.75	%		11.25	%	5/1/2018	$	15,000,000		14,927,838			15,175,500			1.25	%	L
																33,147,758			33,743,780			2.77	%
Communications Equipment Manufacturing
Globecomm Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		7.63	%		8.88	%	12/11/2018	$	14,629,280		14,482,987			14,256,233			1.17	%	B

Computer Equipment Manufacturing
Silicon Graphics International Corp.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/27/2018	$	18,432,723		18,157,715			18,570,968			1.52	%	J

Computer Systems Design and Related Services
Autoalert, LLC	First Lien Term Loan	LIBOR (Q)		0.25	%	4.75% Cash + 4% PIK				9.00	%	3/31/2019	$	34,564,922		34,069,278			34,459,499			2.83	%
MSC Software Corporation	Second Lien Term Loan	LIBOR (M)		1.00	%		7.50	%		8.50	%	5/29/2021	$	6,993,035		6,938,605			6,153,871			0.51	%
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.32	%	9/3/2018	$	2,337,733		2,337,733			2,355,266			0.19	%	H
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan	LIBOR (Q)		-			7.00	%		7.32	%	9/3/2018	$	10,426,667		10,343,578			10,322,400			0.85	%	H
OnX USA, LLC	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.32	%	9/3/2018	$	4,675,467		4,675,467			4,710,533			0.39	%
OnX USA, LLC	First Lien Term Loan	LIBOR (Q)		-			7.00	%		7.32	%	9/3/2018	$	5,213,333		5,175,467			5,161,200			0.42	%
Vistronix, LLC	First Lien Revolver	LIBOR (Q)		0.50	%		8.50	%		9.00	%	12/4/2018	$	365,437		361,329			365,437			0.03	%
Vistronix, LLC	First Lien Term Loan	LIBOR (M)		0.50	%		8.50	%		9.00	%	12/4/2018	$	6,205,583		6,155,701			6,050,443			0.50	%
Waterfall International, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			11.67	%		12.00	%	9/1/2018	$	4,800,000		4,678,943			4,733,280			0.39	%
																74,736,101			74,311,929			6.11	%
Data Processing and Hosting Services
Asset International, Inc.	Delayed Draw Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	3,430,383		3,396,023			3,404,827			0.28	%
Asset International, Inc.	Revolver Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	242,376		234,663			242,376			0.02	%
Asset International, Inc.	First Lien Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	8,109,426		7,979,611			8,050,389			0.66	%
Rightside Group, Ltd.	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.38	%	8/6/2019	$	4,750,000		3,991,890			4,828,375			0.40	%
United TLD Holdco, Ltd. (Rightside) (Cayman Islands)	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.38	%	8/6/2019	$	9,500,000		7,983,779			9,656,750			0.79	%	H
																23,585,966			26,182,717			2.15	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Continued)

December 31, 2015

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments (continued)
Electric Power Generation, Transmission and Distribution
Holocene Renewable Energy Fund 3, LLC (Conergy)	First Lien Term Loan	Fixed		-		9% Cash + 1% PIK				10.00	%	9/10/2017	$	7,461,240	$	7,397,199		$	7,386,628			0.61	%

Electrical Equipment Manufacturing
API Technologies Corp.	First Lien Term Loan	LIBOR (Q)		1.50	%		8.50	%		10.00	%	2/6/2018	$	6,165,986		6,130,433			6,058,081			0.50	%
API Technologies Corp.	First Lien Term Loan	LIBOR (Q)		1.50	%		8.50	%		10.00	%	2/6/2018	$	3,991,338		3,921,387			3,921,490			0.32	%
																10,051,820			9,979,571			0.82	%

Electronic Component Manufacturing
Central MN Renewables, LLC (Green Biologics)	Sr Secured Revolver (3.0% Exit Fee)	Fixed		-			8.25	%		N/A		1/1/2016	$	-		-			-			-		L
Redaptive, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			10.72	%		N/A		7/1/2018	$	-		(121,106	)		-			-		K
Soraa, Inc.	Tranche A Term Loan (3.0% Exit Fee)	LIBOR (M)		0.44	%		9.33	%		9.77	%	3/1/2018	$	22,500,000		21,452,673			21,411,000			1.76	%	L
Soraa, Inc.	Tranche B Term Loan	LIBOR (M)		0.44	%		9.33	%		9.77	%	9/1/2017	$	1,687,500		1,571,025			1,567,434			0.13	%
																22,902,592			22,978,434			1.89	%
Equipment Leasing
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		-			12.00	%		12.00	%	11/1/2020	$	900,000		900,000			900,000			0.07	%	E/F
Essex Ocean, LLC	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	3/25/2019	$	-		-			-			-
Essex Ocean, LLC (Solexel)	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	8/15/2018	$	2,631,033		2,631,033			2,641,294			0.22	%
																3,531,033			3,541,294			0.29	%
Financial Investment Activities
Institutional Shareholder Services, Inc.	Second Lien Term Loan	LIBOR (Q)		1.00	%		7.50	%		8.50	%	4/30/2022	$	4,471,492		4,437,802			4,270,275			0.35	%
iPayment, Inc.	First Lien Term Loan B2	LIBOR (Q)		1.50	%		5.25	%		6.75	%	5/8/2017	$	6,763,751		6,425,563			6,502,839			0.53	%
Magnolia Finance V plc (Cayman Islands)	Asset-Backed Credit Linked Notes	Fixed		-			13.13	%		13.13	%	8/2/2021	$	15,000,000		15,000,000			14,881,500			1.22	%	E/H
																25,863,365			25,654,614			2.10	%
Gaming
AP Gaming I, LLC	First Lien Revolver	LIBOR (M)		-			8.25	%		N/A		12/20/2018	$	-		(1,862,302	)		(1,250,000	)		(0.10	%)	K

Grocery Stores
Bashas, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.50	%		7.00	%		8.50	%	10/8/2019	$	10,033,866		9,995,480			10,111,127			0.83	%

Hospitals
Evidera, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/1/2018	$	3,907,686		3,888,148			3,912,571			0.32	%
KPC Healthcare, Inc.	First Lien Term Loan	Prime Rate		-			8.25	%		11.75	%	8/28/2020	$	17,157,214		16,790,143			17,043,118			1.40	%
RegionalCare Hospital Partners, Inc.	Second Lien Term Loan	LIBOR (M)		1.00	%		10.25	%		11.25	%	10/23/2019	$	21,017,525		20,777,746			20,807,350			1.71	%	G
																41,456,037			41,763,039			3.43	%
Insurance Carriers
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	7,080,555		6,944,926			7,063,562			0.58	%
Acrisure, LLC	Second Lien Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	12,720,998		12,542,859			12,690,468			1.04	%
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	3,846,850		3,795,306			3,837,597			0.31	%
JSS Holdings, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.25	%		7.25	%	8/31/2021	$	3,950,000		3,874,773			3,732,750			0.31	%
US Apple Holdco, LLC (Ventiv Technology)	First Lien Term Loan	LIBOR (Q)		0.50	%		11.50	%		12.00	%	8/29/2019	$	20,000,000		19,375,352			19,936,000			1.64	%
																46,533,216			47,260,377			3.88	%
Insurance Related Activities
Confie Seguros Holding II Co.	Second Lien Term Loan	LIBOR (M)		1.25	%		9.00	%		10.25	%	5/8/2019	$	11,061,809		10,950,946			10,951,191			0.90	%	G

Lessors of Nonfinancial Licenses
ABG Intermediate Holdings 2, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	15,990,714		15,853,293			15,690,888			1.29	%
ABG Intermediate Holdings 2, LLC	Second Lien Incremental Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	3,474,715		3,440,934			3,409,564			0.28	%
																19,294,227			19,100,452			1.57	%
Management, Scientific, and Technical Consulting Services
Dodge Data & Analytics, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.75	%		9.75	%	10/31/2019	$	24,693,587		24,159,891			24,267,623			1.99	%

Medical Equipment and Supplies Manufacturing
Bioventus, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	4/10/2020	$	11,000,000		10,819,241			10,835,000			0.89	%

Motion Picture and Video Industries
CORE Entertainment, Inc.	First Lien Term Loan	Fixed		-			11.00	%		11.00	%	6/21/2017	$	9,462,231		9,425,030			4,667,719			0.38	%
CORE Entertainment, Inc.	Second Lien Term Loan	Fixed		-			15.50	%		15.50	%	6/21/2018	$	7,569,785		7,700,187			291,058			0.02	%	C
																17,125,217			4,958,777			0.40	%
Nondepository Credit Intermediation
Caribbean Financial Group (Cayman Islands)	Sr Secured Notes	Fixed		-			11.50	%		11.50	%	11/15/2019	$	26,975,000		26,829,614			26,705,250			2.19	%	E/G/H
Daymark Financial Acceptance, LLC	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			9.50	%		9.92	%	1/12/2020	$	5,000,000		4,621,333			4,919,250			0.40	%
Greystone Select Holdings, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	3/26/2021	$	16,305,999		16,125,251			16,133,156			1.32	%
Trade Finance Funding I, Ltd. (Cayman Islands)	Secured Class B Notes	Fixed		-			10.75	%		10.75	%	11/13/2018	$	15,084,000		15,084,000			14,857,740			1.22	%	E/H
																62,660,198			62,615,396			5.13	%
Oil and Gas Extraction
Jefferson Gulf Coast Energy Partners, LLC	First Lien Term Loan B	Prime Rate		-			7.50	%		11.00	%	2/27/2018	$	14,812,500		14,714,767			13,479,375			1.11	%
MD America Energy, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	8/4/2019	$	8,095,238		7,784,717			6,773,043			0.56	%
																22,499,484			20,252,418			1.67	%
Other Information Services
Simmons Research, LLC	First Lien Term Loan	LIBOR (Q)		0.50	%		10.50	%		11.13	%	12/11/2020	$	5,128,936		5,026,844			5,026,357			0.41	%
TCH-2 Holdings, LLC (TravelClick)	Second Lien Term Loan	LIBOR (M)		1.00	%		7.75	%		8.75	%	11/6/2021	$	19,988,392		19,735,864			18,789,089			1.54	%	G
																24,762,708			23,815,446			1.95	%
Other Manufacturing
AGY Holding Corp.	Sr Secured Term Loan	Fixed		-			12.00	%		12.00	%	9/15/2016	$	4,869,577		4,869,577			4,869,577			0.40	%	B
AGY Holding Corp.	Second Lien Notes	Fixed		-			11.00	%		11.00	%	11/15/2016	$	9,268,000		7,586,317			9,268,000			0.76	%	B/E
Boomerang Tube, LLC	Second Lien Term Loan	LIBOR (Q)		1.50	%		9.50	%		11.00	%	10/11/2017	$	3,825,453		4,010,758			1,759,709			0.14	%	C
Boomerang Tube, LLC	Super Priority Debtor-in-Possession	Prime Rate		-			10.00	%		13.50	%	11/30/2015	$	1,124,444		1,124,444			1,124,444			0.09	%
																17,591,096			17,021,730			1.39	%
Other Telecommunications
Securus Technologies, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		7.75	%		9.00	%	4/30/2021	$	14,000,000		13,860,000			7,924,000			0.65	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Continued)

December 31, 2015

																			% of Total
									Total								Fair		Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost		Value		Investments			Notes

Debt Investments (continued)
Other Publishing
MediMedia USA, Inc.	First Lien Revolver	LIBOR (M)		-			6.75	%		7.18	%	5/20/2018	$	3,456,500	$	2,886,378	$	3,003,668		0.25	%
MediMedia USA, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		6.75	%		8.00	%	11/20/2018	$	5,681,239		5,582,994		5,425,584		0.45	%	G
																8,469,372		8,429,252		0.70	%
Pharmaceuticals
Lantheus Medical Imaging, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.00	%		7.00	%	6/30/2022	$	5,970,000		5,879,117		5,492,400		0.45	%

Plastics Manufacturing
Iracore International, Inc.	Sr Secured Notes	Fixed		-			9.50	%		9.50	%	6/1/2018	$	13,600,000		13,600,000		8,918,010		0.73	%	E/G

Radio and Television Broadcasting
Fuse, LLC	Sr Secured Notes	Fixed		-			10.38	%		10.38	%	7/1/2019	$	7,312,000		7,312,000		5,776,480		0.47	%	E/G
NEP/NCP Holdco, Inc.	Second Lien Term Loan	LIBOR (M)		1.25	%		8.75	%		10.00	%	7/22/2020	$	10,000,000		10,019,257		9,450,000		0.78	%
The Tennis Channel, Inc.	First Lien Term Loan	LIBOR (Q)		-			8.50	%		8.88	%	5/29/2017	$	32,520,727		32,351,929		32,675,201		2.68	%
																49,683,186		47,901,681		3.93	%

Restaurants
RM OpCo, LLC (Real Mex)	Convertible Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	1,783,036		1,779,352		1,783,036		0.15	%	B
RM OpCo, LLC (Real Mex)	First Lien Term Loan Tranche A	Fixed		-			7.00	%		7.00	%	3/21/2016	$	3,719,155		3,717,664		3,719,155		0.31	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	8,884,258		8,884,258		4,490,993		0.37	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,797,956		2,782,534		2,797,956		0.23	%	B
RM OpCo, LLC (Real Mex)	Sr Convertible Second Lien Term Loan B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,188,233		2,188,233		2,188,233		0.18	%	B
																19,352,041		14,979,373		1.24	%
Retail
Kenneth Cole Productions, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.00	%		8.50	%		9.50	%	9/25/2020	$	13,185,494		13,049,991		13,317,349		1.09	%
Connexity, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	2/13/2020	$	6,354,563		6,354,563		6,237,956		0.51	%
																19,404,554		19,555,305		1.60	%
Satellite Telecommunications
Avanti Communications Group, PLC (United Kingdom)	Sr Secured Notes	Fixed		-			10.00	%		10.00	%	10/1/2019	$	9,393,000		9,393,000		7,336,027		0.60	%	E/G/H

Scientific Research and Development Services
BPA Laboratories, Inc.	Senior Secured Notes	Fixed		-			12.25	%		12.25	%	4/1/2017	$	38,932,000		39,001,750		40,489,280		3.32	%	E/G

Software Publishing
Acronis International GmbH (Switzerland)	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	2/21/2017	$	29,485,290		29,375,415		28,170,246		2.31	%	H
ArcServe (USA), LLC	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.50	%		9.00	%	1/31/2020	$	30,000,000		29,529,480		28,023,000		2.30	%
BlackLine Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.50	%	0.4% Cash + 7.6% PIK				9.50	%	9/25/2018	$	14,619,396		13,946,601		14,765,590		1.21	%
Bluehornet Networks, Inc.	First Lien Term Loan	LIBOR (Q)		-			9.50	%		10.11	%	12/3/2020	$	6,062,304		5,881,725		5,880,435		0.48	%
Edmentum, Inc.	Jr Revolving Facility	Fixed		-			5.00	%		5.00	%	6/9/2020	$	-		-		-		-		B
Edmentum Ultimate Holdings, LLC	Sr PIK Notes	Fixed		-			8.50	%		8.50	%	6/9/2020	$	2,612,408		2,612,408		2,612,408		0.21	%	B
Edmentum Ultimate Holdings, LLC	Jr PIK Notes	Fixed		-			10.00	%		10.00	%	6/9/2020	$	11,791,569		11,176,985		11,343,490		0.93	%	B
Fidelis Acquisitionco, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	41,924,150		41,178,969		42,029,025		3.45	%
Fidelis Acquisitionco, LLC	Sr Secured Revolver	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	1,272,857		1,272,857		1,276,039		0.10	%
SoundCloud Ltd. (United Kingdom)	Sr Secured Term Loan (2.0% Exit Fees)	LIBOR (Q)		0.28	%		10.72	%		11.00	%	10/1/2018	$	31,550,000		31,341,229		31,395,405		2.58	%	H/L
Utilidata, Inc.	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.62	%		9.88	%		10.50	%	1/1/2019	$	3,200,000		2,906,672		2,903,680		0.24	%	L
Virgin Pulse Inc.	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.63	%	5/21/2020	$	7,500,000		7,398,976		7,471,875		0.61	%
																176,621,317		175,871,193		14.42	%
Textile Furnishings Mills
Lexmark Carpet Mills, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	25,000,000		25,000,000		24,785,000		2.03	%
Lexmark Carpet Mills, Inc.	First Lien Term Loan B	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	8,575,581		8,378,569		8,501,831		0.70	%
																33,378,569		33,286,831		2.73	%
Utility System Construction
Kawa Solar Holdings Limited	Revolving Credit Facility	Fixed		-			8.20	%		8.20	%	7/2/2017	$	25,000,000		25,000,000		25,000,000		2.05	%

Wired Telecommunications Carriers
Alpheus Communications, LLC	First Lien Delayed Draw FILO Term Loan	LIBOR (Q)		1.00	%		6.92	%		7.92	%	5/31/2018	$	1,064,676		1,046,166		1,058,812		0.09	%
Alpheus Communications, LLC	First Lien FILO Term Loan	LIBOR (Q)		1.00	%		6.92	%		7.92	%	5/31/2018	$	7,938,819		7,859,897		7,895,156		0.65	%
Integra Telecom Holdings, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		8.50	%		9.75	%	2/22/2020	$	13,231,193		13,039,047		12,883,874		1.06	%
Oxford County Telephone and Telegraph Company	First Lien Term Loan	LIBOR (Q)		1.00	%		7.13	%		8.13	%	8/31/2020	$	4,000,000		3,943,631		3,922,000		0.32	%
																25,888,741		25,759,842		2.12	%
Wireless Telecommunications Carriers
Gogo, LLC	First Lien Term Loan	LIBOR (Q)		1.50	%		9.75	%		11.25	%	3/21/2018	$	32,822,506		32,877,865		33,150,731		2.72	%	G

Total Debt Investments																1,160,372,521		1,130,535,387		92.78	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Continued)

December 31, 2015

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities
Advertising and Public Relations Services
InMobi, Inc. (Singapore)	Warrants to Purchase Stock							17,578	$	230,569	$	233,543		0.02	%	C/E/H

Air Transportation
Aircraft Leased to Delta Air Lines, Inc.
N913DL	Trust Beneficial Interests							1,316		84,164		107,501		0.01	%	E/F
N918DL	Trust Beneficial Interests							1,053		86,044		127,662		0.01	%	E/F
N954DL	Trust Beneficial Interests							975		95,345		77,850		0.01	%	E/F
N955DL	Trust Beneficial Interests							937		92,045		108,100		0.01	%	E/F
N956DL	Trust Beneficial Interests							946		91,995		104,478		0.01	%	E/F
N957DL	Trust Beneficial Interests							937		92,417		105,329		0.01	%	E/F
N959DL	Trust Beneficial Interests							928		92,840		106,203		0.01	%	E/F
N960DL	Trust Beneficial Interests							902		94,503		105,937		0.01	%	E/F
N961DL	Trust Beneficial Interests							919		94,018		101,487		0.01	%	E/F
N976DL	Trust Beneficial Interests							1,130		87,968		100,793		0.01	%	E/F
Aircraft Leased to United Airlines, Inc.
United N659UA-767, LLC (N659UA)	Trust Beneficial Interests							652		3,143,045		3,368,599		0.28	%	E/F
United N661UA-767, LLC (N661UA)	Trust Beneficial Interests							632		3,062,496		3,294,024		0.27	%	E/F
Epic Aero, Inc. (One Sky)	Warrants to Purchase Common Stock							1,843		855,313		3,173,450		0.26	%	C/E
										7,972,193		10,881,413		0.91	%
Business Support Services
Findly Talent, LLC	Membership Units							708,229		230,938		162,184		0.01	%	C/E
STG-Fairway Holdings, LLC (First Advantage)	Class A Units							841,479		325,432		2,616,916		0.21	%	C/E
										556,370		2,779,100		0.22	%
Chemicals
Green Biologics, Inc.	Warrants to Purchase Stock							376,147		272,594		236,634		0.02	%	C/E

Communications Equipment Manufacturing
Wasserstein Cosmos Co-Invest, L.P. (Globecomm)	Limited Partnership Units							5,000,000		5,000,000		4,198,500		0.34	%	B/C/E

Computer Systems Design and Related Services
Waterfall International, Inc.	Series B Preferred Stock							1,428,571		1,000,000		999,714		0.08	%	C/E
Waterfall International, Inc.	Warrants to Purchase Stock							857,143		57,026		57,686		-		C/E
										1,057,026		1,057,400		0.08	%
Data Processing and Hosting Services
Anacomp, Inc.	Class A Common Stock							1,255,527		26,711,048		1,581,964		0.13	%	C/E/F
Rightside Group, Ltd.	Warrants							498,855		2,778,622		919,030		0.07	%	C/E
										29,489,670		2,500,994		0.20	%
Electrical Equipment Manufacturing
NEXTracker, Inc.	Series B Preferred Stock							558,884		-		2,929,279		0.24	%	C/E
NEXTracker, Inc.	Series C Preferred Stock							17,640		-		92,460		0.01	%	C/E
										-		3,021,739		0.25	%
Electronic Component Manufacturing
Soraa, Inc.	Warrants to Purchase Common Stock							630,000		499,189		180,432		0.01	%	C/E

Equipment Leasing
36th Street Capital Partners Holdings, LLC	Membership Units							225,000		225,000		225,000		0.02	%	C/E/F
Essex Ocean II, LLC	Membership Units							199,430		199,429		200,686		0.02	%	C/F
										424,429		425,686		0.04	%

Financial Investment Activities
GACP I, LP	Membership Units							8,470,305		8,589,442		8,589,760		0.70	%	C/E/I
Marsico Holdings, LLC	Common Interest Units							168,698		172,694		5,061		-		C/E/I
										8,762,136		8,594,821		0.70	%

Metal and Mineral Mining
EPMC HoldCo, LLC	Membership Units							1,312,720		-		682,614		0.06	%	B/E

Other Manufacturing
KAGY Holding Company, Inc.	Series A Preferred Stock							9,778		1,091,200		6,118,515		0.50	%	B/C/E
Precision Holdings, LLC	Class C Membership Interest							33		-		1,431		-		C/E
										1,091,200		6,119,946		0.50	%
Radio and Television Broadcasting
Fuse Media, LLC	Warrants to Purchase Common Stock							233,470		300,322		-		-		C/E

Restaurants
RM Holdco, LLC (Real Mex)	Equity Participation							24		-		-		-		B/C/E
RM Holdco, LLC (Real Mex)	Membership Units							13,161,000		2,010,777		-		-		B/C/E
										2,010,777		-		-
Retail
Shop Holding, LLC (Connexity)	Class A Units							507,167		480,049		320,682		0.03	%	C/E
Shop Holding, LLC (Connexity)	Warrants to Purchase Class A Units							326,691		-		8,079		-		C/E
										480,049		328,761		0.03	%

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Investments (Continued)

December 31, 2015

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities (continued)
Software Publishing
Blackline Intermediate, Inc.	Warrants to Purchase Common Stock							1,232,731	$	522,678	$	1,290,175		0.11	%	C/E
Edmentum Ultimate Holdings, LLC	Class A Common Units							159,515		680,226		680,218		0.05	%	B/C/E
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock							946,498		79,082		75,247		0.01	%	C/E/H
Utilidata, Inc.	Warrants to Purchase Stock							29,593		216,336		216,337		0.02	%	C/E
										1,498,322		2,261,977		0.19	%
Wired Telecommunications Carriers
Integra Telecom, Inc.	Common Stock							1,274,522		8,433,884		5,269,511		0.43	%	C/E
Integra Telecom, Inc.	Warrants							346,939		19,919		221,174		0.02	%	C/E
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)	Common Shares							1,393		3,236,256		3,390,093		0.28	%	C/D/E/H
										11,690,059		8,880,778		0.73	%

Total Equity Securities										71,334,905		52,384,338		4.30	%

Total Investments									$	1,231,707,426	$	1,182,919,725

Cash and Cash Equivalents
Cash Denominated in Foreign Currencies												130,081		0.01	%
Cash Held on Account at Various Institutions												35,499,354		2.91	%
Cash and Cash Equivalents												35,629,435		2.92	%

Total Cash and Investments											$	1,218,549,160		100.00	%	M

Notes to Consolidated Schedule of Investments:

^(A)	Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

^(B)	Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.

^(C)	Non-income producing security.

^(D)

Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. At December 31, 2015, such hedging activities included the derivatives listed at the end of the Consolidated Schedule of Investments. (See Note 2)

^(E)	Restricted security. (See Note 2)

^(F)

Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer See Consolidated Schedule of Changes in Investments in Affiliates.

^(G)	Investment has been segregated to collateralize certain unfunded commitments.

^(H)

^(I)

^(J)

^(K)	Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

^(L)	In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

^(M)	All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $500,928,009 and $456,059,137 respectively, for the twelve months ended December 31, 2015. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2015 was $1,182,719,039, or 97.1% of total cash and investments of the Partnership. As of December 31, 2015, approximately 18.0% of the total assets of the Partnership were not qualifying assets under Section 55(a) of the 1940 Act.

Options and swaps at December 31, 2015 were as follows:

Investment	Notional Amount		Fair Value

Interest Rate Cap with Deutsche Bank AG, 4%, expires 5/15/2016	$	25,000,000	$	-
Euro/US Dollar Cross-Currency Basis Swap with Wells Fargo Bank, N.A., Pay Euros/Receive USD, Expires 3/31/2017	$	16,401,467	$	3,229,442

See accompanying notes to the consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Investment income
Interest income:
Companies less than 5% owned	$	35,115,862		$	32,171,144		$	99,016,633		$	98,581,508
Companies 5% to 25% owned		1,848,171			1,516,596			4,982,075			3,828,262
Companies more than 25% owned		1,313,034			125,074			1,915,981			444,168
Lease income:
Companies more than 25% owned		71,013			354,958			1,496,869			978,000
Other income:
Companies less than 5% owned		120,910			1,178,060			1,241,885			3,267,066
Total investment income		38,468,990			35,345,832			108,653,443			107,099,004

Operating expenses
Management and advisory fees		4,816,043			4,703,999			13,976,545			13,681,411
Interest and other debt expenses		3,991,357			2,915,077			11,758,525			7,956,882
Administrative expenses		429,867			394,920			1,267,815			1,177,357
Legal fees, professional fees and due diligence expenses		267,294			177,924			811,002			706,876
Custody fees		75,120			74,016			229,221			211,516
Director fees		65,251			45,083			198,191			156,843
Insurance expense		53,328			66,977			190,230			182,172
Other operating expenses		265,612			435,226			861,548			1,260,979
Total operating expenses		9,963,872			8,813,222			29,293,077			25,334,036

Net investment income		28,505,118			26,532,610			79,360,366			81,764,968

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned		(763,617	)		5,735,352			(4,490,140	)		(3,714,114	)
Investments in companies 5% to 25% owned		102,392			395			417,446			1,185
Investments in companies more than 25% owned		-			-			79,742			19,167
Net realized gain (loss)		(661,225	)		5,735,747			(3,992,952	)		(3,693,762	)

Change in net unrealized appreciation/depreciation		869,981			(7,621,948	)		53,816			28,123
Net realized and unrealized gain (loss)		208,756			(1,886,201	)		(3,939,136	)		(3,665,639	)

Net increase in net assets from operations		28,713,874			24,646,409			75,421,230			78,099,329

Gain on repurchase of Series A preferred interests		-			-			-			1,675,000
Dividends on Series A preferred equity facility		-			(460,836	)		-			(1,251,930	)
Net change in accumulated dividends on Series A preferred equity facility		-			398,541			-			497,790
Net increase in net assets applicable to common limited and general partners resulting from operations	$	28,713,874		$	24,584,114		$	75,421,230		$	79,020,189

See accompanying notes to the consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Statements of Changes in Net Assets (Unaudited)

	Nine Months Ended September 30, 2016 (Unaudited)
				Common
				Limited			General
	Total			Partner			Partner

Net assets applicable to common limited and general partners, beginning of year	$	827,455,601		$	827,455,601		$	-

Contributions from common limited partner		200,870,570			200,870,570			-

Net investment income		79,360,366			65,026,535			14,333,831
Net realized loss		(3,992,952	)		(3,992,952	)		-
Change in net unrealized appreciation/depreciation		53,816			53,816			-
Net increase in net assets applicable to common limited and general partners resulting from operations		75,421,230			61,087,399			14,333,831

Distributions to common limited and general partners from:
Net investment income		(74,981,570	)		(60,647,739	)		(14,333,831	)
Returns of capital		(1,879,548	)		(1,879,548	)		-
Total distributions to common limited and general partners		(76,861,118	)		(62,527,287	)		(14,333,831	)
Net assets applicable to common limited and general partners, end of period (including accumulated net investment income of $29,520,432 in the account of the Common Limited Partner)	$	1,026,886,283		$	1,026,886,283		$	-

	Year Ended December 31, 2015
				Common
				Limited			General
	Total			Partner			Partner

Net assets applicable to common limited and general partners, beginning of year	$	833,816,090		$	833,816,090		$	-

Contributions from common limited partner		2,301,407			2,301,407			-

Net investment income		111,345,121			91,244,559			20,100,562
Net realized loss		(17,671,648	)		(17,671,648	)		-
Change in net unrealized appreciation/depreciation		(4,733,463	)		(4,733,463	)		-
Gain on repurchase of Series A preferred interests		1,675,000			1,675,000			-
Dividends paid on preferred equity facility		(1,251,930	)		(1,001,544	)		(250,386	)
Net change in accumulated dividends on preferred equity facility		497,790			398,232			99,558
Net increase in net assets applicable to common limited and general partners resulting from operations		89,860,870			69,911,136			19,949,734

Distributions to common limited and general partners from:
Net investment income		(98,522,766	)		(78,573,032	)		(19,949,734	)
Net assets applicable to common limited and general partners, end of period (including accumulated net investment income of $25,141,636 in the account of the Common Limited Partner)	$	827,455,601		$	827,455,601		$	-

See accompanying notes to consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2016			2015

Operating activities
Net increase in net assets applicable to common limited and general partners resulting from operations	$	75,421,230		$	79,020,189
Adjustments to reconcile net increase in net assets applicable to common limited and general partners resulting from operations to net cash used in operating activities:
Net realized loss		3,992,952			3,693,762
Change in net unrealized appreciation/depreciation of investments		121,178			(374,028	)
Gain on repurchase of Series A preferred interests		-			(1,675,000	)
Dividends paid on Series A preferred equity facility		-			1,251,930
Net change in accumulated dividends on Series A preferred equity facility		-			(497,790	)
Net amortization of investment discounts and premiums		(9,263,325	)		(9,252,856	)
Interest and dividend income paid in kind		(5,209,391	)		(4,854,335	)
Amortization of deferred debt issuance costs		1,392,804			1,109,752
Changes in assets and liabilities:
Purchases of investment securities		(374,607,255	)		(418,493,733	)
Proceeds from sales, maturities and pay downs of investments		294,224,143			305,505,796
Increase in accrued interest income - companies less than 5% owned		(2,224,606	)		(4,039,131	)
Increase in accrued interest income - companies 5% to 25% owned		(295,458	)		(496,698	)
Decrease in accrued interest income - companies more than 25% owned		13,311			10,957
Decrease (increase) in receivable for investments sold		(6,306,581	)		8,991,647
Decrease in prepaid expenses and other assets		1,286,678			1,226,018
Increase in payable for investments purchased		2,725,929			5,798,002
Increase (decrease) in interest payable		(240,203	)		651,547
Increase in payable to the Advisor		205,118			51,786
Decrease in payable to parent		-			(1,031,498	)
Increase (decrease) in accrued expenses and other liabilities		314,062			(159,317	)
Net cash used in operating activities		(18,449,414	)		(33,563,000	)

Financing activities
Borrowings		473,700,000			415,300,000
Repayments of debt		(473,500,000	)		(169,000,000	)
Payments of debt issuance costs		(441,350	)		(3,766,619	)
Repurchase of Series A preferred interests		-			(132,325,000	)
Dividends paid on Series A preferred equity facility		-			(1,251,930	)
Distributions paid to common limited partner		(62,527,287	)		(57,599,177	)
Distributions of incentive allocation to the General Partner		(14,408,427	)		(14,206,636	)
Contributions from the common limited partner		200,870,570			3,726,439
Net cash provided by financing activities		123,693,506			40,877,077

Net increase in cash and cash equivalents		105,244,092			7,314,077
Cash and cash equivalents at beginning of period		35,629,435			27,268,792
Cash and cash equivalents at end of period	$	140,873,527		$	34,582,869

Supplemental cash flow information
Interest payments	$	9,714,732		$	5,275,934

See accompanying notes to the consolidated financial statements.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2016

1. Organization and Nature of Operations

Special Value Continuation Partners, LP (the “Partnership”), a Delaware limited partnership, commenced operations on July 31, 2006 as an externally managed, closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). On April 2, 2012, the Partnership elected to be treated as a business development company (“BDC”) under the 1940 Act. The Partnership’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection.

Investment operations are conducted either directly in the Partnership or in one of the Partnership’s wholly owned subsidiaries, TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”) and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. The Partnership, TCPC Funding, and the SBIC invest primarily in the debt of middle-market companies, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, the Partnership, TCPC Funding, and the SBIC may make equity investments directly. The Partnership, TCPC Funding, and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. TCP Capital Corp. (“TCPC”) owns the entire common limited partner interest in the Partnership. TCPC has also elected to be treated as a business development company under the 1940 Act.

The general partner of the Partnership is SVOF/MM, LLC, which also serves as the administrator of both TCPC and the Partnership (the “Administrator” or the “General Partner”). The managing member of the General Partner is Tennenbaum Capital Partners, LLC, which serves as the Advisor to TCPC, the Partnership, TCPC Funding and the SBIC. Most of the equity interests in the General Partner are owned directly or indirectly by the Advisor and its employees.

Partnership management consists of the General Partner and the board of directors. The General Partner directs and executes the day-to-day operations of the Partnership subject to oversight from the board of directors, which performs certain functions required by the 1940 Act. The board of directors has delegated investment management of the Partnership’s assets to the Advisor. The board of directors consists of six persons, four of whom are independent.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Partnership include the accounts of the Partnership, TCPC Funding and the SBIC and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Partnership is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Partnership has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. All intercompany account balances and transactions have been eliminated in consolidation. The following is a summary of the significant accounting policies of the Partnership.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Reclassifications

Certain prior period amounts in the Consolidated Statements of Assets and Liabilities relating to deferred debt issuance costs were reclassified to debt to conform to the current period presentation resulting from the adoption of two Accounting Standards Updates (see “Recent Accounting Pronouncements”). Certain prior period amounts in the Consolidated Statements of Operations relating to interest expense, amortization of deferred debt issuance costs and commitment fees have been reclassified into “interest and other debt expenses” to conform to the current period presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the Partnership. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation. Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Partnership, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the board of directors.

Pursuant to this policy, the Advisor provides recent portfolio company financial statements and other reporting materials to independent valuation firms as applicable, which firms evaluate such materials along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor. The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in good faith based on the input of the Advisor, the respective independent valuation firms as applicable, and the audit committee of the board of directors.

Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Partnership’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At September 30, 2016, the Partnership’s investments were categorized as follows:

Level		Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
	1	Quoted prices in active markets for identical assets	$	—	$	—	$	—
	2	Other direct and indirect observable market inputs ^*		25,216,828		91,523,106		—
	3	Independent third-party valuation sources that employ significant unobservable inputs		1,033,851,938		70,440,958		53,494,113
	3	Advisor valuations with significant unobservable inputs		149,458		—		1,753,491
Total			$	1,059,218,224	$	161,964,064	$	55,247,604

*	For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2016 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.)
Bank Debt	$	801,891,666	Income approach	Discount rate		7.5% – 19.3% (12.0%)
		131,813,913	Market quotations	Indicative bid/ask quotes		1 – 5(2)
		48,698,938	Market comparable companies	Revenue multiples		0.4x – 4.0x(2.4x)
		51,596,879	Market comparable companies	EBITDA multiples		5.0x – 11.5x(6.9x)
Other Corporate Debt		61,172,958	Market quotations	Indicative bid/ask quotes		1 – 2(1)
		9,268,000	Market comparable companies	EBITDA multiples		7.8x(7.8x)
Equity		6,785,350	Income approach	Discount rate		5.3% – 26.2% (5.8%)
		27,675,630	Market quotations	Indicative bid/ask quotes		1(1)
		4,564,588	Market comparable companies	Revenue multiples		0.4x – 7.8x(5.3x)
		16,222,036	Market comparable companies	EBITDA multiples		6.4x – 11.5x(7.6x)
	$	1,159,689,958

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease

Changes in investments categorized as Level 3 during the three months ended September 30, 2016 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	986,374,365		$	108,247,783		$	53,064,896
Net realized and unrealized gains (losses)		185,985			1,148,520			(1,782,745	)
Acquisitions ^*		143,164,985			7,310,415			5,540,103
Dispositions		(102,376,236	)		—			(3,007,459	)
Transfers out of Level 3 ^†		—			(46,265,760	)		—
Transfers into Level 3 ^‡		6,502,839			—			—
Reclassifications within Level 3 ^§		—			—			(320,682	)
Ending balance	$	1,033,851,938		$	70,440,958		$	53,494,113

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	2,587,265		$	1,148,520		$	(1,782,745	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of two investments that transferred to Level 2 due to increased observable market activity

‡	Comprised of one investment that transferred from Level 2 due to reduced trading volumes

§	Comprised of one investment that reclassified to Advisor Valuation

	Advisor Valuation
	Bank Debt		Other Corporate Debt		Equity Securities
Beginning balance	$	146,365	$	—	$	1,855,336
Net realized and unrealized gains (losses)		3,093		—		(319,764	)
Dispositions		—		—		(102,763	)
Reclassifications within Level 3 ^*		—		—		320,682
Ending balance	$	149,458	$	—	$	1,753,491

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	3,093	$	—	$	(420,896	)

*	Comprised of one investment that reclassified from Independent Third-Party Valuation

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

There were no transfers between Level 1 and 2 during the three months ended September 30, 2016.

Changes in investments categorized as Level 3 during the nine months ended September 30, 2016 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	907,967,337		$	89,314,530		$	49,956,123
Net realized and unrealized gains (losses)		4,677,005			(1,665,010	)		(5,662,544	)
Acquisitions ^*		324,878,794			23,280,718			19,764,729
Dispositions		(249,281,514	)		—			(10,238,452	)
Transfers out of Level 3 ^†		(5,492,400	)		(46,265,760	)		—
Transfers into Level 3 ^‡		51,102,716			5,776,480			—
Reclassifications within Level 3 ^§		—			—			(325,743	)
Ending balance	$	1,033,851,938		$	70,440,958		$	53,494,113

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	7,944,054		$	(1,665,010	)	$	(5,637,217	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of three investments that transferred to Level 2 due to increased observable market activity

‡	Comprised of six investments that transferred from Level 2 due to reduced trading volumes

§	Comprised of two investments that reclassified to Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt		Equity Securities
Beginning balance	$	1,124,504		$	—	$	2,428,217
Net realized and unrealized gains (losses)		(923,349	)		—		(582,896	)
Acquisitions ^*		1,050,297			—		243
Dispositions		(1,101,994	)		—		(417,816	)
Reclassifications within Level 3 ^†		—			—		325,743
Ending balance	$	149,458		$	—	$	1,753,491

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(881,282	)	$	—	$	(999,280	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of two investments that reclassified from Independent Third-Party Valuation

There were no transfers between Level 1 and 2 during the nine months ended September 30, 2016.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

At December 31, 2015, the Partnership’s investments were categorized as follows:

Level		Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
	1	Quoted prices in active markets for identical assets	$	—	$	—	$	—
	2	Other direct and indirect observable market inputs ^*		92,311,257		39,817,757		—
	3	Independent third-party valuation sources that employ significant unobservable inputs		907,967,337		89,314,530		49,956,123
	3	Advisor valuations with significant unobservable inputs		1,124,504		—		2,428,217
Total			$	1,001,403,098	$	129,132,287	$	52,384,340

*	For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2015 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.)
Bank Debt	$	715,701,737	Income approach	Discount rate		4.2% – 18.9% (11.8%)
		140,033,088	Market quotations	Indicative bid/ask quotes		1 – 5(1)
		36,550,712	Market comparable companies	Revenue multiples		0.3x – 4.5x(2.2x)
		16,806,304	Market comparable companies	EBITDA multiples		3.3x – 11.5x(7.8x)
Other Corporate Debt		80,046,530	Market quotations	Indicative bid/ask quotes		1(1)
		9,268,000	Market comparable companies	EBITDA multiples		7.3x(7.3x)
Equity		7,908,649	Income approach	Discount rate		5.9% – 26.2% (8.0%)
		15,827,563	Market quotations	Indicative bid/ask quotes		1 – 2(1)
		3,212,249	Market comparable companies	Revenue multiples		0.3x – 6.0x(3.2x)
		25,435,879	Market comparable companies	EBITDA multiples		4.4x – 11.5x(6.8x)
	$	1,050,790,711

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the three months ended September 30, 2015 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	908,884,909		$	96,136,194		$	38,634,245
Net realized and unrealized gains (losses)		(3,214,866	)		(1,285,320	)		6,167,397
Acquisitions ^*		111,630,494			—			2,750,607
Dispositions		(30,596,992	)		—			(8,497,163	)
Reclassifications within Level 3 ^†		(289,132	)^‡		—			-
Ending balance	$	986,414,413		$	94,850,874		$	39,055,086

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(1,862,003	)	$	(1,285,320	)	$	4,284,045

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified from Advisor Valuation

‡	Negative balance relates to an unfunded commitment that was acquired and valued at a discount

	Advisor Valuation
	Bank Debt			Other Corporate Debt		Equity Securities
Beginning balance	$	(383,918	)^‡	$	—	$	2,455,417
Net realized and unrealized gains (losses)		149,870			—		(26,540	)
Acquisitions ^*		1,076,312			—		-
Dispositions		(6,893	)		—		(1,217	)
Reclassifications within Level 3 ^†		289,132			—		-
Ending balance	$	1,124,503		$	—	$	2,427,660

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	149,870		$	—	$	201,750

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified to Independent Third-Party Valuation

‡	Negative balance relates to an unfunded commitment that was acquired and valued at a discount

There were no transfers between Level 1 and 2 during the three months ended September 30, 2015.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2015 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	840,538,179		$	56,621,975		$	30,618,142
Net realized and unrealized gains (losses)		(14,665,802	)		897,833			13,506,731
Acquisitions ^*		406,576,197			300,149			5,266,261
Dispositions		(223,620,986	)		(2,516,390	)		(10,336,048	)
Transfers out of Level 3 ^†		(36,143,175	)		(16,311,095	)		—
Transfers into Level 3 ^‡		13,730,000			51,247,224			—
Reclassifications within Level 3^§		-			4,611,178			—
Ending balance	$	986,414,413		$	94,850,874		$	39,055,086

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(11,815,486	)	$	841,634		$	7,600,170

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of five investments that transferred to Level 2 due to increased observable market activity

‡	Comprised of three investments that transferred from Level 2 due to reduced trading volumes

§	Comprised of one investment that reclassified from Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	—		$	4,611,178		$	2,324,629
Net realized and unrealized gains (losses)		134,445			—			104,248
Acquisitions ^*		1,725,243			—			—
Dispositions		(735,185	)		—			(1,217	)
Reclassifications within Level 3 ^†		—			(4,611,178	)		—
Ending balance	$	1,124,503		$	—		$	2,427,660

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	134,445		$	—		$	332,538

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified to Independent Third-Party Valuation

There were no transfers between Level 1 and 2 during the nine months ended September 30, 2015.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months or less. Cash equivalents are carried at amortized cost which approximates fair value. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy.

Restricted Investments

The Partnership may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Investments

The Partnership may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.2% and 1.4% of total investments at September 30, 2016 and December 31, 2015, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 2016 and December 31, 2015 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Partnership has entered into certain swap and option transactions. All derivatives are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. The transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. The Partnership was required under the terms of its swap agreement to pledge assets as collateral to secure its obligation. As of September 30, 2016, $0.5 million of cash was held as collateral and was included in cash and cash equivalents in the Consolidated Statements of Assets and Liabilities.

During the nine months ended September 30, 2016, the Partnership entered into a GBP put option with a notional amount of £2.7 million. During the nine months ended September 30, 2016, the Partnership’s interest rate cap with a notional amount of $25.0 million expired and the Partnership exited its cross currency basis swap with a notional amount of $16.4 million. The put option is reported in the Consolidated Statements of Assets and Liabilities as options. Gains and losses from derivatives during the nine months ended September 30, 2016 were included in net realized and unrealized gain (loss) on investments in the Consolidated Statements of Operations as follows:

Instrument	Realized Gains (Losses)			Unrealized Gains (Losses)
Put option	$	—		$	460,972
Cross currency basis swap		2,746,072			(3,229,442	)
Interest rate cap		(51,750	)		51,750

The Partnership did not enter into any new derivative transactions during the nine months ended September 30, 2015. At September 30, 2015, the Partnership held an interest rate cap with a notional amount of $25.0 million and a cross currency basis swap with a notional amount of $16.4 million. The interest rate cap and the cross currency basis swap are reported in the Consolidated Statements of Assets and Liabilities as options and unrealized appreciation on swaps, respectively. Gains and losses from derivatives during the nine months ended September 30, 2015 were included in net realized and unrealized gain (loss) on investments in the Consolidated Statements of Operations as follows:

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Instrument	Realized Gains (Losses)		Unrealized Gains (Losses)
Cross currency basis swap	$	—	$	1,151,138
Interest rate cap		—		(497	)

Valuations of derivatives held at September 30, 2016 and 2015 were determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.

Deferred Debt Issuance Costs

Costs of approximately $1.8 million were incurred during 2015 in connection with the extension of the Partnership’s credit facility (see Note 4). Costs of approximately $1.9 million were incurred during 2015 in connection with placing and extending TCPC Funding’s revolving credit facility (see Note 4). Costs of approximately $0.5 million and $0.4 million were incurred during the nine months ended September 30, 2016 and year ended December 31, 2015, respectively, in connection with placing the SBA Debentures (see Note 4). These costs were deferred and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Partnership.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

Income Taxes

The income or loss of the Partnership, TCPC Funding and the SBIC is reported in the respective partners’ income tax returns. Consequently, no income taxes are paid at the partnership level or reflected in the Partnership’s financial statements. In accordance with ASC Topic 740, Income Taxes, the Partnership recognizes in its consolidated financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. As of September 30, 2016, all tax years of the Partnership, TCPC Funding and the SBIC since January 1, 2012 remain subject to examination by federal tax authorities. No such examinations are currently pending.

Cost and unrealized appreciation and depreciation of the Partnership’s investments (including derivatives) for U.S. federal income tax purposes at September 30, 2016 and December 31, 2015 were as follows:

	September 30, 2016			December 31, 2015
Unrealized appreciation	$	27,311,608		$	30,920,149
Unrealized depreciation		(73,322,123	)		(79,759,600	)
Net unrealized depreciation	$	(46,010,515	)	$	(48,839,451	)

Cost	$	1,322,901,379		$	1,231,759,176

Recent Accounting Pronouncements

During the first quarter of 2016, the Partnership adopted Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis. In particular, the new pronouncement changed the manner in which a reporting entity evaluates whether 1) an entity is a variable interest entity (“VIE”), 2) fees paid to decision makers or service providers are variable interests in a VIE, and 3) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. The pronouncement also introduced a separate consolidation analysis specific to limited partnerships and similar entities. ASU 2015-02 also eliminated the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The adoption of this pronouncement did not have a material impact on the Partnership’s consolidated financial statements.

The Partnership also adopted ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs as well as ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015. Together, these ASUs required, in most cases, that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Debt issuance costs incurred in connection with line-of-credit arrangements, however, may continue to be presented as an asset in the balance sheet. The adoption of these ASUs resulted in the reclassification of certain debt issuance costs related to the Term Loan and SBA Debentures (as defined in Note 4) from deferred debt issuance costs to debt on the Consolidated Statements of Assets and Liabilities. As of September 30, 2016 and December 31, 2015, $2.1 million and $1.8 million in debt issuance costs, respectively, were included in debt in the Consolidated Statements of Assets and Liabilities.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

2. Summary of Significant Accounting Policies (continued)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under this new pronouncement, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 applies to all entities and, for public entities, is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted, but no earlier than annual periods beginning after December 15, 2016 and interim periods within that reporting period. The Partnership does not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.

On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The more significant changes to the current GAAP model resulting from ASU 2016-01 include 1) elimination of the requirement to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost, 2) requiring public entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and 3) requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Partnership does not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.

3. Management Fees, Incentive Compensation and Other Expenses

The Partnership’s management fee is calculated at an annual rate of 1.5% of total assets (excluding cash and cash equivalents) on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.

Incentive compensation is only paid to the extent that TCPC’s total performance exceeds a cumulative 8% annual return since January 1, 2013 (the “Total Return Hurdle”). The incentive compensation equals 20% of net investment income (reduced by preferred dividends) and 20% of net realized gains (reduced by any net unrealized losses), subject to the Total Return Hurdle. The incentive compensation is payable quarterly in arrears as an allocation and distribution to the General Partner and is calculated as the difference between cumulative incentive compensation earned since January 1, 2013 and cumulative incentive compensation paid since January 1, 2013. A reserve for incentive compensation is allocated to the account of the General Partner based on the amount of additional incentive compensation that would have been distributable to the General Partner assuming a hypothetical liquidation of TCPC and the Partnership at net asset value on the balance sheet date. The General Partner’s equity interest in the Partnership is comprised entirely of such reserve amount, if any. As of September 30, 2016 and December 31, 2015, no such reserve was allocated.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

3. Management Fees, Incentive Compensation and Other Expenses (continued)

The Partnership bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

4. Leverage

Leverage is comprised of amounts outstanding under a term loan issued by the Partnership (the “Term Loan”), amounts outstanding under a senior secured revolving credit facility issued by the Partnership (the “SVCP Revolver” and together with the Term Loan, the “SVCP Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), debentures guaranteed by the SBA (the “SBA Debentures”), and, prior to the repurchase and retirement of remaining interests on September 3, 2015, amounts outstanding under a preferred equity facility issued by the Partnership (the “Preferred Interests”).

Total leverage outstanding and available at September 30, 2016 was as follows:

	Maturity	Rate			Carrying Value^*			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018		L+2.50	%^*	$	—		$	116,000,000	$	116,000,000
Term Loan	2018		L+2.50	%^*		100,500,000			—		100,500,000
TCPC Funding Facility	2020		L+2.50	%^†		235,000,000			115,000,000		350,000,000
SBA Debentures	2024-2026		2.58	%^‡		61,000,000			14,000,000	75,000,000		^§
Total leverage						396,500,000		$	245,000,000	$	641,500,000
Unamortized issuance costs						(2,055,224	)
Debt, net of unamortized issuance costs					$	394,444,776

*	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

†	Or L+2.25% subject to certain funding requirements

‡	Weighted-average interest rate, excluding fees of 0.36%

§	Total capacity increased to $150.0 million on October 13, 2016.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

4. Leverage (continued)

Total leverage outstanding and available at December 31, 2015 was as follows:

	Maturity	Rate			Carrying Value			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018		L+1.75	%^*	$	24,000,000		$	92,000,000		$	116,000,000
Term Loan	2018		L+1.75	%^*		100,500,000			—			100,500,000
TCPC Funding Facility	2020		L+2.50	%^†		229,000,000			121,000,000			350,000,000
SBA Debentures	2024-2025		2.81	%^‡		42,800,000			32,200,000	75,000,000			^§
Total leverage						396,300,000		$	245,200,000		$	641,500,000
Unamortized issuance costs						(1,832,593	)
Debt, net of unamortized issuance costs					$	394,467,407

*	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

†	Or L+2.25% subject to certain funding requirements

‡

Weighted-average interest rate on pooled loans of $38.8 million, excluding fees of 0.36%. As of December 31, 2015, the remaining $4.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 0.90% plus fees of 0.36% through March 22, 2016, the date of the next SBA pooling.

§	Anticipated total capacity of $150.0 million, subject to approval by the SBA following complete funding of the Partnership’s initial $75.0 million commitment.

The combined weighted-average interest rates on total leverage outstanding at September 30, 2016 and December 31, 2015 were 3.13% and 2.65%, respectively.

Total expenses related to debt include:

	Nine Months Ended September 30,
	2016		2015
Interest expense	$	9,474,529	$	5,927,481
Amortization of deferred debt issuance costs		1,392,804		1,109,752
Commitment fees		891,192		919,649
Total	$	11,758,525	$	7,956,882

Amounts outstanding under the SVCP Facility, the TCPC Funding Facility and the SBA Debentures are carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 2016, the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values. The estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures are determined by discounting projected remaining payments using market interest rates for borrowings of the Partnership and entities with similar credit risks at the measurement date. At September 30, 2016, the fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

4. Leverage (continued)

SVCP Facility

The SVCP Facility consists of a $100.5 million fully-drawn senior secured term loan and a senior secured revolving credit facility which provides for amounts to be drawn up to $116.0 million, subject to certain collateral and other restrictions. The SVCP Facility matures on July 31, 2018. Most of the cash and investments held directly by the Partnership, as well as the net assets of TCPC Funding and the SBIC, are included in the collateral for the facility.

Advances under the SVCP Facility through July 31, 2014 bore interest at an annual rate equal to 0.44% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility for periods from July 31, 2014 through September 3, 2015 bore interest at an annual rate equal to 2.50% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility from September 3, 2015 through July 31, 2016 bore interest at an annual rate equal to 1.75% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility from July 31, 2016 through the maturity date of the facility bear interest at an annual rate of 2.50% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). In addition to amounts due on outstanding debt, the SVCP Revolver accrues commitment fees of 0.20% per annum on the unused portion of the facility, or 0.25% per annum when less than $46.4 million in borrowings are outstanding. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Partnership fail to satisfy certain financial or other covenants. As of September 30, 2016, the Partnership was in full compliance with such covenants.

SBA Debentures

As of September 30, 2016 the SBIC was able to issue up to $75.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. On October 13, 2016, the SBIC received an additional $75.0 million commitment from the SBA for a total of commitment of $150.0 million. As of September 30, 2016, the Partnership had committed $75.0 million of regulatory capital to the SBIC, all of which had been funded. SBA Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a spread and an annual SBA charge.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

4. Leverage (continued)

SBA Debentures outstanding as of September 30, 2016 were as follows:

Issuance Date	Maturity	Debenture Amount		Fixed Interest Rate			SBA Annual Charge
September 24, 2014	September 1, 2024	$	18,500,000		3.02	%		0.36	%
March 25, 2015	March 1, 2025		9,500,000		2.52	%		0.36	%
September 23, 2015	September 1, 2025		10,800,000		2.83	%		0.36	%
March 23, 2016	March 1, 2026		4,000,000		2.51	%		0.36	%
September 21, 2016	September 1, 2026		18,200,000		2.05	%		0.36	%
		$	61,000,000		2.58	%^*

*	Weighted-average interest rate

TCPC Funding Facility

The TCPC Funding Facility is a senior secured revolving credit facility which provides for amounts to be drawn up to $350.0 million, subject to certain collateral and other restrictions. The facility matures on March 6, 2020, subject to extension by the lender at the request of TCPC Funding. The facility contains an accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding are included in the collateral for the facility.

Borrowings under the TCPC Funding Facility bear interest at a rate of LIBOR plus either 2.25% or 2.50% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 0.75% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of September 30, 2016, TCPC Funding was in full compliance with such covenants.

Preferred Interests

During 2015, the Partnership fully repurchased and retired all outstanding Preferred Interests. On June 30, 2015, the Partnership repurchased and retired 1,675 of the previously outstanding 6,700 Preferred Interests at a price of $31.8 million. On September 3, 2015, the Partnership repurchased and retired the remaining 5,025 Preferred Interests outstanding at a price of $100.5 million.

When issued, the Preferred Interests were comprised of 6,700 Series A preferred limited partner interests with a liquidation preference of $20,000 per interest. The Preferred Interests accrued dividends at an annual rate equal to 0.85% plus either LIBOR or the interest holder’s cost of funds (subject to a cap of LIBOR plus 20 basis points).

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

The Partnership, TCPC Funding and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Partnership to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Partnership, TCPC Funding and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (continued)

The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2016 and December 31, 2015 as follows:

		Unfunded Balances
Issuer	Maturity	September 30, 2016		December 31, 2015
AGY Holding Corp.	9/15/2018	$	1,049,146	$	N/A
AP Gaming I, LLC	12/20/2018		12,500,000		12,500,000
Acrisure, LLC	11/19/2022		N/A		1,351,596
Alpheus Communications, LLC	5/31/2018		357,419		1,072,256
Anuvia Plant Nutrients Holdings, LLC (VitAG)	2/1/2018		N/A		4,300,000
Asset International, Inc.	7/31/2020		3,068,650		565,544
Bisnow, LLC	4/29/2021		1,200,000		N/A
BlackLine Systems, Inc.	9/25/2018		3,740,693		N/A
Cargojet Airways, LTD.	1/31/2023		N/A		14,457,306
Central MN Renewables, LLC	1/16/2016		N/A		2,100,000
Daymark Financial Acceptance, LLC	1/12/2020		N/A		20,000,000
Edmentum, Inc.	6/9/2020		3,368,586		3,368,586
Enerwise Global Technologies, Inc.	11/30/2017		4,000,000		7,500,000
Essex Ocean, LLC	3/25/2019		N/A		22,008,557
Fidelis Acquisitionco, LLC	11/4/2019		N/A		1,909,286
Globecomm Systems, Inc.	12/11/2018		800,000		N/A
Hylan Datacom & Electrical, LLC	7/25/2016		4,991,956		N/A
InMobi, Inc.	9/1/2018		7,500,000		9,354,959
Marketo, Inc.	8/16/2016		1,704,545		N/A
MediMedia USA, Inc.	5/20/2018		N/A		4,293,500
Mesa Air Group, Inc.	7/15/2022		N/A		13,575,000
Nanosys, Inc.	4/1/19		3,000,000		N/A
Redaptive, Inc.	7/1/2018		15,000,000		15,000,000
RM OpCo, LLC (Real Mex)	3/30/2018		N/A		440,774
Utilidata, Inc.	1/1/2019		N/A		4,800,000
Vistronix, LLC	12/4/2018		N/A		205,558
Waterfall International, Inc.	9/1/2018		N/A		3,200,000
Total Unfunded Balances		$	62,280,995	$	142,002,922

6. Related Party Transactions

The Partnership, TCPC, TCPC Funding, the SBIC, the Advisor, the General Partner and their members and affiliates may be considered related parties. From time to time, the Partnership advances payments to third parties on behalf of the Partnership which are reimbursable through deductions from distributions to the Partnership. At September 30, 2016 and December 31, 2015, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Partnership and receives reimbursement from the Partnership. At September 30, 2016 and December 31, 2015, amounts reimbursable to the Advisor totaled $0.5 million and $0.3 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

6. Related Party Transactions (continued)

Pursuant to an administration agreement between the Administrator and the Partnership (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Partnership, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Partnership. For the nine months ended September 30, 2016 and 2015, expenses allocated pursuant to the Administration Agreement totaled $1.2 million and $1.1 million, respectively.

On November 25, 2014, the Partnership obtained an exemptive order (the “Exemptive Order”) from the Securities and Exchange Commission permitting the Partnership to purchase certain investments from affiliated investment companies at fair value. The Exemptive Order exempts the Partnership from provisions of Sections 17(a) and 57(a) of the 1940 Act which would otherwise restrict such transfers. All such purchases are subject to the conditions set forth in the Exemptive Order, which among others include certain procedures to verify that each purchase is done at the current fair value of the respective investment. During the nine months ended September 30, 2016 and 2015, the Partnership purchased approximately $0.0 million and $94.5 million, respectively, of investments from affiliates (as defined in the 1940 Act), which were classified as Level 2 in the GAAP valuation hierarchy at the time of the transfer. The selling party has no continuing involvement in the transferred assets. All of the transfers were consummated in accordance with the provisions of the Exemptive Order and were accounted for as a purchase in accordance with ASC 860, Transfers and Servicing.

7. Distributions

The Partnership’s distributions are recorded on the record date. The timing of distributions is determined by the General Partner, which has provided the Advisor with certain criteria for such distributions.

8. Subsequent Events

On October 13, 2016, the SBIC received an additional $75.0 million commitment from the SBA, increasing its total commitment to $150.0 million.

On November 8, 2016, TCPC’s board of directors declared a fourth quarter regular dividend of $0.36 per share payable on December 30, 2016 to stockholders of record as of the close of business on December 16, 2016.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2016

9. Financial Highlights

	Nine Months Ended
	September 30, 2016

Return on invested assets ^{(1), (2)}		8.7	%

Gross return to common limited partner ⁽¹⁾		9.0	%
Less: General Partner incentive allocation ⁽¹⁾		(1.8	%)
Return to common limited partner ^{(1), (3)}		7.2	%

Ratios to average common equity: ⁽⁴⁾
Net investment income		10.0	%
Expenses		4.5	%
Expenses and General Partner allocation		6.1	%

Ending net assets attributable to common limited partner	$	1,026,886,283
Portfolio turnover rate ⁽¹⁾		23.8	%
Weighted-average leverage outstanding	$	404,391,241
Weighted-average interest rate on leverage		3.1	%

⁽¹⁾Not annualized.

⁽²⁾Return on invested assets is a time-weighted, geometrically linked rate of return and excludes cash and cash equivalents.

⁽³⁾Returns (net of allocations to General Partner and Partnership expenses, including financing costs and management fees) are calculated on a monthly geometrically linked, time-weighted basis.

⁽⁴⁾Net investment income and expenses annualized. General Partner allocation not annualized.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾(Unaudited)

Nine Months Ended September 30, 2016

Security	Dividends or Interest ⁽²⁾		Fair Value at December 31, 2015		Acquisitions ⁽³⁾		Dispositions ⁽⁴⁾			Fair Value at September 30, 2016

36th Street Capital Partners Holdings, LLC, Membership Units	$	-	$	225,000	$	5,582,051	$	(62,445	)	$	5,744,606
36th Street Capital Partners Holdings, LLC, Subordinated Promissory Note, 12%, due 11/1/20		1,194,755		900,000		23,280,718		-			24,180,718
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16		764,610		9,268,000		-		-			9,268,000
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16		444,756		4,869,577		-		-			4,869,577
Anacomp, Inc., Class A Common Stock		-		1,581,964		-		(188,329	)		1,393,635
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20		1,019,534		11,343,490		999,957		(117,815	)		12,225,632
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20		175,251		2,612,408		172,036		-			2,784,444
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20		51,210		-		2,762,241		(2,762,241	)		-
Edmentum Ultimate Holdings, LLC, Class A Common Units		-		680,218		-		-			680,218
EPMC HoldCo, LLC, Membership Units		-		682,614		102,392		(574,971	)		210,035
Essex Ocean II, LLC, Membership Units		-		200,686		59,668		(87,449	)		172,905
Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18		986,959		14,256,233		561,807		(300,720	)		14,517,320
KAGY Holding Company, Inc., Series A Preferred Stock		-		6,118,515		45,967		(975,138	)		5,189,344
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 8.2% Cash + 3.5% PIK, due 7/2/17		631,560		25,000,000		89,833		(4,384,889	)		20,704,944
Kawa Solar Holdings Limited, Revolving Credit Facility, 8.2%, due 7/2/17		1,004		-		4,000,000		-			4,000,000
Kawa Solar Holdings Limited, Ordinary Shares		-		-		-		-			-
N659UA Aircraft Secured Mortgage, 12%, due 2/28/16		4,554		318,980		-		(318,980	)		-
N661UA Aircraft Secured Mortgage, 12%, due 5/4/16		11,822		570,303		-		(570,303	)		-
N913DL Aircraft Secured Mortgage, 8%, due 3/15/17		2,322		115,617		-		(115,617	)		-
N918DL Aircraft Secured Mortgage, 8%, due 8/15/18		5,109		237,494		-		(237,494	)		-
N954DL Aircraft Secured Mortgage, 8%, due 3/20/19		7,829		342,734		-		(342,734	)		-
N955DL Aircraft Secured Mortgage, 8%, due 6/20/19		8,463		369,162		-		(369,162	)		-
N956DL Aircraft Secured Mortgage, 8%, due 5/20/19		8,365		365,197		-		(365,197	)		-
N957DL Aircraft Secured Mortgage, 8%, due 6/20/19		8,537		372,392		-		(372,392	)		-
N959DL Aircraft Secured Mortgage, 8%, due 7/20/19		8,708		379,522		-		(379,522	)		-
N960DL Aircraft Secured Mortgage, 8%, due 10/20/19		9,289		403,869		-		(403,869	)		-
N961DL Aircraft Secured Mortgage, 8%, due 8/20/19		9,028		393,115		-		(393,115	)		-
N976DL Aircraft Secured Mortgage, 8%, due 2/15/18		4,636		218,321		-		(218,321	)		-
N913DL Equipment Trust Beneficial Interests		494,813		107,501		375		(107,876	)		-
N918DL Equipment Trust Beneficial Interests		8,483		127,662		89,515		(217,177	)		-
N954DL Equipment Trust Beneficial Interests		8,743		77,850		17,496		(95,346	)		-
N955DL Equipment Trust Beneficial Interests		8,278		108,100		2,433		(110,533	)		-
N956DL Equipment Trust Beneficial Interests		8,362		104,478		2,571		(107,049	)		-
N957DL Equipment Trust Beneficial Interests		8,249		105,329		2,637		(107,966	)		-
N959DL Equipment Trust Beneficial Interests		8,139		106,203		2,702		(108,905	)		-
N960DL Equipment Trust Beneficial Interests		7,785		105,937		3,088		(109,025	)		-
N961DL Equipment Trust Beneficial Interests		7,976		101,487		3,159		(104,646	)		-
N976DL Equipment Trust Beneficial Interests		8,635		100,793		755		(101,548	)		-
RM Holdco, LLC, Equity Participation		-		-		-		-			-
RM Holdco, LLC, Membership Units		220,401		-		-		-			-
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16		241,801		3,719,155		1,145,458		-			4,864,613
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18		595,894		4,490,993		925,943		(1,435,210	)		3,981,726
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		187,667		2,797,956		187,003		-			2,984,959
RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		123,278		1,783,036		122,855		(3,684	)		1,902,207
RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18		170,715		2,188,233		1,234,368		-			3,422,601
United N659UA-767, LLC (N659UA)		416,216		3,368,599		448,126		(528,675	)		3,288,050
United N661UA-767, LLC (N661UA)		511,189		3,294,024		635,980		(605,609	)		3,324,395
Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units		-		4,198,500		-		(2,198,500	)		2,000,000

Notes to Consolidated Schedule of Changes in Investments in Affiliates:

⁽¹⁾	The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Partnership of 5% or more of the issuers' voting securities.

⁽²⁾	Also includes fee and lease income as applicable.

⁽³⁾	Acquisitions include new purchases, PIK income, amortization of original issue and market discounts and net unrealized appreciation.

⁽⁴⁾	Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations, aircraft depreciation and net unrealized depreciation.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾

Year Ended December 31, 2015

Security	Dividends or Interest ⁽²⁾		Fair Value at December 31, 2014		Acquisitions ⁽³⁾		Dispositions ⁽⁴⁾			Fair Value at December 31, 2015

36th Street Capital Partners Holdings, LLC, Membership Units	$	15,600	$	-	$	225,000	$	-		$	225,000
36th Street Capital Partners Holdings, LLC, Subordinated Promissory Note, 12%, due 11/1/20		-		-		900,000		-			900,000
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16		1,019,480		9,017,764		250,236		-			9,268,000
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16		592,466		4,869,577		-		-			4,869,577
Anacomp, Inc., Class A Common Stock		-		916,535		665,429		-			1,581,964
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20		715,131		-		12,054,264		(710,774	)		11,343,490
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20		124,828		-		2,612,408		-			2,612,408
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20		22,329		-		2,105,366		(2,105,366	)		-
Edmentum Ultimate Holdings, LLC, Class A Common Units		-		-		680,218		-			680,218
EPMC HoldCo, LLC, Membership Units		-		682,614		-		-			682,614
Essex Ocean II, LLC, Membership Units		-		-		200,686		-			200,686
Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18		1,330,125		14,656,950		121,560		(522,277	)		14,256,233
KAGY Holding Company, Inc., Series A Preferred Stock		-		121,975		5,996,540		-			6,118,515
N659UA Aircraft Secured Mortgage, 12%, due 2/28/16		120,307		1,659,003		-		(1,340,023	)		318,980
N661UA Aircraft Secured Mortgage, 12%, due 5/4/16		137,289		1,899,950		-		(1,329,647	)		570,303
N913DL Aircraft Secured Mortgage, 8%, due 3/15/17		12,800		209,168		-		(93,551	)		115,617
N918DL Aircraft Secured Mortgage, 8%, due 8/15/18		21,901		320,440		-		(82,946	)		237,494
N954DL Aircraft Secured Mortgage, 8%, due 3/20/19		30,753		437,679		315		(95,260	)		342,734
N955DL Aircraft Secured Mortgage, 8%, due 6/20/19		32,662		460,258		539		(91,635	)		369,162
N956DL Aircraft Secured Mortgage, 8%, due 5/20/19		32,415		457,902		479		(93,184	)		365,197
N957DL Aircraft Secured Mortgage, 8%, due 6/20/19		32,947		464,283		544		(92,435	)		372,392
N959DL Aircraft Secured Mortgage, 8%, due 7/20/19		33,476		470,601		612		(91,691	)		379,522
N960DL Aircraft Secured Mortgage, 8%, due 10/20/19		35,326		493,258		831		(90,220	)		403,869
N961DL Aircraft Secured Mortgage, 8%, due 8/20/19		34,574		484,908		694		(92,487	)		393,115
N976DL Aircraft Secured Mortgage, 8%, due 2/15/18		20,940		314,588		-		(96,267	)		218,321
N913DL Equipment Trust Beneficial Interests		25,444		117,497		90,909		(100,905	)		107,501
N918DL Equipment Trust Beneficial Interests		21,074		135,890		81,670		(89,898	)		127,662
N954DL Equipment Trust Beneficial Interests		21,205		72,604		112,997		(107,751	)		77,850
N955DL Equipment Trust Beneficial Interests		20,000		111,010		103,527		(106,437	)		108,100
N956DL Equipment Trust Beneficial Interests		20,172		106,800		105,581		(107,903	)		104,478
N957DL Equipment Trust Beneficial Interests		19,872		107,682		105,105		(107,458	)		105,329
N959DL Equipment Trust Beneficial Interests		19,577		108,579		104,638		(107,014	)		106,203
N960DL Equipment Trust Beneficial Interests		18,590		107,865		104,750		(106,678	)		105,937
N961DL Equipment Trust Beneficial Interests		19,044		102,826		107,207		(108,546	)		101,487
N976DL Equipment Trust Beneficial Interests		20,825		102,006		101,347		(102,560	)		100,793
RM Holdco, LLC, Equity Participation		-		792		-		(792	)		-
RM Holdco, LLC, Membership Units		-		-		-		-			-
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16		272,075		3,900,025		18,674		(199,544	)		3,719,155
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18		736,422		6,457,325		731,070		(2,697,402	)		4,490,993
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		238,052		2,567,717		239,889		(9,650	)		2,797,956
RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		165,715		1,636,314		164,641		(17,919	)		1,783,036
RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18		120,207		631,164		1,557,069		-			2,188,233
United N659UA-767, LLC (N659UA)		581,125		3,177,822		1,268,821		(1,078,044	)		3,368,599
United N661UA-767, LLC (N661UA)		569,770		3,078,923		1,230,498		(1,015,397	)		3,294,024
Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units		-		4,175,000		1,050,000		(1,026,500	)		4,198,500

Notes to Consolidated Schedule of Changes in Investments in Affiliates:

(1)	The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Partnership of 5% or more of the issuers' voting securities.

(2)	Also includes fee and lease income as applicable.

(3)	Acquisitions include new purchases, PIK income, accretion of original issue and market discounts and net unrealized appreciation.

(4)	Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations, aircraft depreciation and net unrealized depreciation.

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 30, 2016

Investment		Acquisition Date

Avanti Communications Group, PLC, Senior Secured Notes, 10%, due 10/1/19		9/26/13
BlackLine Intermediate, Inc., Warrants to Purchase Common Stock		9/25/13
Boomerang Tube Holdings, Inc., Common Stock		2/2/16
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 (144A)		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Epic Aero, Inc. (One Sky), Warrants to Purchase Common Stock		12/4/13
Findly Talent, LLC, Membership Units		1/1/14
Fuse Media, LLC, Warrants to Purchase Common Stock		8/3/12
Fuse, LLC, Senior Secured Notes, 10.375%, due 7/1/19		6/18/14
GACP I, LP, Membership Units		10/1/15
Gogo Intermediate Holdings, LLC, Senior Secured Notes, 12.5%, due 7/1/22		6/9/16
Green Biologics, Inc., Warrants to Purchase Stock		12/22/14
InMobi, Inc., Warrants to Purchase Stock		9/18/15
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18		5/8/13
Magnolia Finance V plc, Asset-Backed Credit Linked Notes, 13.125%, due 8/2/21		8/1/13
Marsico Holdings, LLC, Common Interest Units		9/10/12
Nanosys, Inc., Warrants to Purchase Common Stock		3/29/16
NEXTracker, Inc., Series B Preferred Stock		12/17/14
NEXTracker, Inc., Series C Preferred Stock		6/12/15
Rightside Group, Ltd., Warrants		8/6/14
Shop Holding, LLC (Connexity), Class A Units		6/2/11
Soasta, Inc., Warrants to Purchase Series F Preferred Stock		3/4/16
Soraa, Inc., Warrants to Purchase Common Stock		8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock		4/30/15
STG-Fairway Holdings, LLC (First Advantage), Class A Units		12/30/10
Trade Finance Funding I, Ltd., Secured Class B Notes, 10.75%, due 11/13/18		11/13/13
Utilidata, Inc., Warrants to Purchase Stock		12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares		11/9/12
Waterfall International, Inc., Series B Preferred Stock		9/16/2015
Waterfall International, Inc., Warrants to Purchase Stock		9/16/2015

Special Value Continuation Partners, LP

(A Delaware Limited Partnership)

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2015

Investment		Acquisition Date

Avanti Communications Group, PLC, Senior Secured Notes, 10%, due 10/1/19		9/26/13
BlackLine Intermediate, Inc., Warrants to Purchase Common Stock		9/25/13
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 (144A)		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Findly Talent, LLC, Membership Units		1/1/14
Flight Options Holdings I, Inc. (One Sky), Warrants to Purchase Common Stock		12/4/13
Fuse Media, LLC, Warrants to Purchase Common Stock		8/3/12
Fuse, LLC, Senior Secured Notes, 10.375%, due 7/1/19		6/18/14
GACP I, LP, Membership Units		10/1/15
Green Biologics, Inc., Warrants to Purchase Stock		12/22/14
InMobi, Inc., Warrants to Purchase Stock		9/18/15
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18		5/8/13
Magnolia Finance V plc, Asset-Backed Credit Linked Notes, 13.125%, due 8/2/21		8/1/13
Marsico Holdings, LLC, Common Interest Units		9/10/12
NEXTracker, Inc., Series B Preferred Stock		12/17/14
NEXTracker, Inc., Series C Preferred Stock		6/12/15
Precision Holdings, LLC, Class C Membership Interests		Var. 2010 & 2011
Rightside Group, Ltd., Warrants		8/6/14
Shop Holding, LLC (Connexity), Class A Units		6/2/11
Shop Holding, LLC (Connexity), Warrants to Purchase Class A Units		6/2/11
Soraa, Inc., Warrants to Purchase Common Stock		8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock		4/30/15
STG-Fairway Holdings, LLC (First Advantage), Class A Units		12/30/10
Trade Finance Funding I, Ltd., Secured Class B Notes, 10.75%, due 11/13/18		11/13/13
Utilidata, Inc., Warrants to Purchase Stock		12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares		11/9/12
Waterfall International, Inc., Series B Preferred Stock		9/16/2015
Waterfall International, Inc., Warrants to Purchase Stock		9/16/2015

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10—Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of Special Value Continuation Partners, LP. (the “Partnership,” “we,” “us,” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•	our, or our portfolio companies’, future business, operations, operating results or prospects;

•	the return or impact of current and future investments;

•	the impact of a protracted decline in the liquidity of credit markets on our business;

•	the impact of fluctuations in interest rates on our business;

•	the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

•	our contractual arrangements and relationships with third parties;

•	the general economy and its impact on the industries in which we invest;

•	the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•	our expected financings and investments;

•	the adequacy of our financing resources and working capital;

•	the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

•	the timing of cash flows, if any, from the operations of our portfolio companies;

•	the timing, form and amount of any dividend distributions; and

•	our ability to maintain our qualification as a regulated investment company and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this annual report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Partnership is a Delaware limited partnership formed on July 31, 2006 and is an externally managed, closed-end, non-diversified management investment company. On April 2, 2012, we elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Partnership’s investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. The Partnership invests primarily in the debt of middle-market companies and small businesses, including senior secured loans, junior loans, mezzanine debt and bonds, either directly or in one of its wholly-owned subsidiaries, TCPC Funding I, LLC (“TCPC Funding”) and TCPC SBIC, LP (the “SBIC”). Such investments may include an equity component, and, to a lesser extent, the Partnership may make equity investments directly. TCP Capital Corp. (“TCPC”) owns 100% of the common limited partner interests of the Partnership. TCPC has also elected to be treated as a BDC under the 1940 Act. The General Partner of the Partnership is SVOF/MM, LLC (“SVOF/MM”), which also serves as the administrator (the “Administrator”) of TCPC and the Partnership. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to both TCPC and the Partnership. Most of the equity interests in the General Partner are owned directly or indirectly by the Advisor and its employees. The Partnership has elected to be treated as a partnership for U.S. federal income tax purposes.

The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.

Our leverage program is comprised of $116.0 million in available debt under a senior secured revolving credit facility issued by the Partnership (the “SVCP Revolver”), a $100.5 million term loan issued by the Partnership (the “Term Loan” and together with the SVCP Revolver, the “SVCP Facility”), $350.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”) and $75.0 million in committed leverage from the SBA (the “SBA Program” and, together with the SVCP Facility and the TCPC Funding Facility the “Leverage Program”). Prior to the repurchase and retirement of the remaining preferred interests on September 3, 2015, the Leverage Program also included amounts outstanding under a preferred equity facility issued by the Partnership (the “Preferred Interests”).

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2016, 86.3% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with SVOF/MM, LLC (the “Administrator”) provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions, which may include those relating to:

•	our organization;

•	calculating our net asset value (including the cost and expenses of any independent valuation firms);

•	interest payable on debt, if any, incurred to finance our investments;

•	the base management fee and any incentive compensation;

•	dividends and distributions on our preferred shares, if any;

•	administration fees payable under the administration agreement;

•	fees payable to third parties relating to, or associated with, making investments;

•	transfer agent and custodial fees;

•	registration fees;

•	director fees and expenses;

•	costs of preparing and filing reports or other documents with the SEC;

•	costs of any reports, proxy statements or other notices to our common limited partner, including printing costs;

•	our fidelity bond;

•	directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•	indemnification payments;

•	direct costs and expenses of administration, including audit and legal costs; and

•

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Additionally, the investment management agreement and the Amended and Restated Limited Partnership Agreement provide that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreements, no incentive compensation was incurred prior to January 1, 2013. Beginning January 1, 2013, the incentive compensation equals the sum of (1) 20% of all of the ordinary income of TCPC since January 1, 2013 and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013, with each component being subject to a total return requirement of 8% of TCPC’s contributed common equity annually. The incentive compensation is payable to the General Partner by the Partnership pursuant to the Amended and Restated Limited Partnership Agreement. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with remaining maturities within 90 days are generally valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

•	The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.

•	Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor.

•	The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Advisor in good faith in accordance with our valuation policy without the employment of an independent valuation firm.

•

The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of September 30, 2016, none of our investments were categorized as Level 1, 9.1% were categorized as Level 2, 90.7% were Level 3 investments valued based on valuations by independent third party sources, and 0.2% were Level 3 investments valued based on valuations by the Advisor.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.

Revenue recognition

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended September 30, 2016, we invested approximately $146.6 million, comprised of new investments in 8 new and 5 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 96.2% were in senior secured debt comprised of senior loans ($133.4 million, or 91.0% of total acquisitions) and senior secured notes ($7.7 million, or 5.2% of total acquisitions). The remaining $5.5 million (3.8% of total acquisitions) were additional equity interests in two portfolios of debt and lease assets. Additionally, we received approximately $108.2 million in proceeds from sales or repayments of investments during the three months ended September 30, 2016.

During the three months ended September 30, 2015, we invested approximately $120.6 million, comprised of new investments in 7 new and 4 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 98.7% were in senior secured debt, comprised of senior loans ($116.6 million, or 96.7% of total acquisitions) and senior secured notes ($2.5 million, or 2.0% of total acquisitions). The remaining $1.5 million (1.3% of total acquisitions) were equity investments. Additionally, we received approximately $65.3 million in proceeds from sales or repayments of investments during the three months ended September 30, 2015.

During the nine months ended September 30, 2016, we invested approximately $379.8 million, comprised of new investments in 17 new and 11 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 95.1% were in senior secured debt comprised of senior loans ($313.7 million, or 82.6% of total acquisitions) and senior secured notes ($47.3 million, or 12.5% of total acquisitions). The remaining $18.7 million (4.9% of total acquisitions) were comprised of $17.8 million in equity interests in two portfolios of debt and lease assets, as well as $0.9 million in two warrant positions received in connection with debt investments. Additionally, we received approximately $294.2 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2016.

During the nine months ended September 30, 2015 we invested approximately $423.3 million, comprised of new investments in 16 new and 22 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 99.5% were in senior secured debt, comprised of senior loans ($379.2 million, or 89.6% of total acquisitions) and senior secured notes ($41.9 million, or 9.9% of total acquisitions). The remaining $2.3 million (0.5% of total acquisitions) were equity investments. Additionally, we received approximately $305.5 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2015.

At September 30, 2016, our investment portfolio of $1,276.4 million (at fair value) consisted of 88 portfolio companies and was invested 95.7% in debt investments, substantially all of which was in senior secured debt. In aggregate, our investment portfolio was invested 78.3% in senior secured loans, 17.4% in senior secured notes and 4.3% in equity investments. Our average portfolio company investment at fair value was approximately $14.5 million. Our largest portfolio company investment by value was approximately $45.4 million and our five largest portfolio company investments by value comprised approximately 14.7% of our portfolio at September 30, 2016.

At December 31, 2015, our investment portfolio of $1,182.9 million (at fair value) consisted of 88 portfolio companies and was invested 95.5% in debt investments, of which 99.9% was in senior secured debt and 0.1% in unsecured and subordinated debt. In aggregate, our investment portfolio was invested 81.5% in senior secured loans, 14.0% in senior secured notes, 0.1% in unsecured and subordinated debt, and 4.4% in equity investments. Our average portfolio company investment at fair value was approximately $13.4 million. Our largest portfolio company investment by value was approximately $43.3 million and our five largest portfolio company investments by value comprised approximately 15.7% of our portfolio at December 31, 2015.

The industry composition of our portfolio at fair value at September 30, 2016 was as follows:

Industry	Percent of Total Investments
Software Publishing		19.7	%
Nondepository Credit Intermediation		6.0	%
Computer Systems Design and Related Services		5.7	%
Other Information Services		5.6	%
Business Support Services		4.4	%
Retail		3.6	%
Wired Telecommunications Carriers		3.4	%
Scientific Research and Development Services		3.1	%
Financial Investment Activities		3.1	%
Insurance Related Activities		2.7	%
Equipment Leasing		2.5	%
Textile Furnishings Mills		2.4	%
Hospitals		2.1	%
Utility System Construction		1.9	%
Chemicals		1.9	%
Insurance Carriers		1.9	%
Management, Scientific, and Technical Consulting Services		1.8	%
Air Transportation		1.8	%
Apparel Manufacturing		1.8	%
Communications Equipment Manufacturing		1.7	%
Radio and Television Broadcasting		1.7	%
Wholesalers		1.6	%
Electronic Component Manufacturing		1.5	%
Lessors of Nonfinancial Licenses		1.5	%
Other Manufacturing		1.5	%
Restaurants		1.3	%
Computer Equipment Manufacturing		1.3	%
Data Processing and Hosting Services		1.2	%
Advertising and Public Relations Services		1.2	%
Building Equipment Contractors		1.1	%
Activities Related to Real Estate		1.0	%
Other		8.0	%
Total		100.0	%

The weighted average effective yield of the debt securities in our portfolio was 11.19% at September 30, 2016 and 10.95% at December 31, 2015. At September 30, 2016, 80.5% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 19.5% bore interest at fixed rates. The percentage of our floating rate debt investments that bore interest based on an interest rate floor was 78.6% at September 30, 2016. At December 31, 2015, 80.4% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 19.6% bore interest at fixed rates. The percentage of our floating rate debt investments that bore interest based on an interest rate floor was 77.9% at December 31, 2015.

Results of operations

Investment income

Investment income totaled $38.5 million and $35.3 million, respectively, for the three months ended September 30, 2016 and 2015, of which $38.3 million and $33.8 million were attributable to interest and fees on our debt investments, $0.1 million and $0.3 million to lease income, and $0.1 million and $1.2 million to other income, respectively. Included in interest and fees on our debt investments were $3.0 million and $1.0 million of non-recurring income related to prepayments for the three months ended September 30, 2016 and 2015, respectively. The increase in investment income in the three months ended September 30, 2016 compared to the three months ended September 30, 2015 reflects an increase in interest income due to the higher non-recurring income related to a higher level of prepayments in the three months ended September 30, 2016 compared to the three months ended September 30, 2015, partially offset by decreases in other income and lease income.

Investment income totaled $108.7 million and $107.1 million, respectively, for the nine months ended September 30, 2016 and 2015, of which $105.9 million and $102.9 million were attributable to interest and fees on our debt investments, $1.5 million and $1.0 million to lease income and $1.3 million and $3.2 million to other income, respectively. Included in interest and fees on our debt investments were $5.9 million and $6.0 million of non-recurring income related to prepayments for the nine months ended September 30, 2016 and 2015, respectively. The increase in investment income in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 reflects an increase in interest income due to the larger portfolio size and an increase in lease income in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, partially offset by a decrease in other income.

Expenses

Total operating expenses for the three months ended September 30, 2016 and 2015 were $10.0 million and $8.8 million respectively, comprised of $4.0 million and $2.9 million in interest expense and related fees, $4.8 million and $4.7 million in base management fees, $0.3 million and $0.2 million in legal and other professional fees, $0.4 million and $0.4 million in administrative expenses, and $0.5 million and $0.6 million in other expenses, respectively. The increase in expenses in the three months ended September 30, 2016 compared to the three months ended September 30, 2015 primarily reflects the increase in interest expense due to the conversion of the Preferred Interests to term debt, the increase in LIBOR rates, and other costs related to the increase in available and outstanding debt.

Total operating expenses for the nine months ended September 30, 2016 and 2015 were $29.3 million and $25.3 million, respectively, comprised of $11.8 million and $8.0 million in interest expense and related fees, $14.0 million and $13.7 million in base management fees, $0.8 million and $0.7 million in legal and professional fees, $1.2 million and $1.2 million in administrative expenses, and $1.5 million and $1.8 million in other expenses, respectively. The increase in expenses in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 primarily reflects the increase in interest expense due to the conversion of the Preferred Interests to term debt, the increase in LIBOR rates, and other costs related to the increase in available and outstanding debt.

Net investment income

Net investment income was $28.5 million and $26.5 million, respectively, for the three months ended September 30, 2016 and 2015. The increase in net investment income in the three months ended September 30, 2016 compared to the three months ended September 30, 2015 primarily reflects the increase in investment income, partially offset by the increase in expenses in the three months ended September 30, 2016.

Net investment income was $79.4 million and $81.8 million, respectively, for the nine months ended September 30, 2016 and 2015. The decrease in net investment income in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 primarily reflects the increase in expenses, partially offset by the increase in investment income in the nine months ended September 30, 2016.

Net realized and unrealized gain or loss

Net realized gains (losses) for the three months ended September 30, 2016 and 2015 were $(0.7) million and $5.7 million, respectively. The net realized gain during the three months ended September 30, 2015 was primarily comprised of a $5.9 million gain on the disposition of most of our investment in NEXTracker, Inc.

For the three months ended September 30, 2016 and 2015, the change in net unrealized appreciation/depreciation was an increase of $0.9 million and a decrease of $7.6 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2016 was comprised primarily of mark-to-market adjustments resulting from narrower market yield spreads during the quarter. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2015 was primarily comprised of a $4.0 million unrealized gain on our investment in KAGY Holding Company, Inc., a $3.6 million reversal of prior period unrealized appreciation on our investment in NEXTracker, Inc., $2.4 million in unrealized depreciation on our loan to CORE Entertainment, Inc., and other mark-to-market adjustments primarily due to increases in market yield spreads.

Net realized losses for the nine months ended September 30, 2016 and 2015 were $4.0 million and $3.7 million, respectively. The net realized loss during the nine months ended September 30, 2016 was due primarily to the taxable reorganization of our investment in Boomerang Tube, LLC. The net realized loss during the nine months ended September 30, 2015 was due primarily to the restructure of our loan to Edmentum, in which we received debt and equity in a delevered company, partially offset by the $5.9 million gain on the partial disposition of our NEXTracker investment.

For the nine months ended September 30, 2016 and 2015, the change in net unrealized appreciation/depreciation was an increase of $0.1 million and $0.0 million, respectively.

Gain on repurchase of Series A preferred interests

Gains on the repurchase of Series A preferred interests for the nine months ended September 30, 2016 and 2015 were $0.0 million and $1.7 million, respectively. The gain on repurchase of Series A preferred interests during the nine months ended September 30, 2015 was due to the repurchase of 1,675 Preferred Interests on June 30, 2015 at a price of $31.8 million.

Dividends to preferred limited partners

Dividends on the Preferred Interests for the three months ended September 30, 2016 and 2015 were $0.0 million and $0.1 million, respectively. Dividends on the Preferred Interests for the nine months ended September 30, 2016 and 2015 were $0.0 million and $0.8 million, respectively. The decrease in dividends on Preferred Interests during the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015 was due to the repurchase and retirement of all remaining Preferred Interests during 2015.

Net increase in net assets allocable to common limited and general partners resulting from operations

The net increase in net assets applicable to common limited and general partners resulting from operations was $28.7 million and $24.6 million for the three months ended September 30, 2016 and 2015, respectively. The higher net increase in net assets applicable to common limited and general partners resulting from operations during the three months ended September 30, 2016 is primarily due to the higher net investment income during the three months ended September 30, 2016 compared to the three months September 30, 2015 and the net realized and unrealized gains during the three months ended September 30, 2016 compared to the net realized and unrealized losses during the three months ended September 30, 2015. The net increase in net assets applicable to common limited and general partners resulting from operations was $75.4 million and $79.0 million for the nine months ended September 30, 2016 and 2015, respectively. The lower net increase in net assets applicable to common limited and general partners resulting from operations during the nine months ended September 30, 2016 is primarily due to the lower net investment income in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

Liquidity and capital resources

Since our inception, our liquidity and capital resources have been generated primarily through contributions from the common limited partner of the Partnership (which came from the initial private placement of common shares of Special Value Continuation Fund, LLC (TCPC’s predecessor entity) which were subsequently converted to common stock of TCPC), the net proceeds from the initial and secondary public offerings of TCPC, amounts outstanding under our Leverage Program, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.

Total leverage outstanding and available under the combined Leverage Program at September 30, 2016 were as follows:

	Maturity	Rate			Carrying Value^*			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018		L+2.50	%^*	$	—		$	116,000,000	$	116,000,000
Term Loan	2018		L+2.50	%^*		100,500,000			—		100,500,000
TCPC Funding Facility	2020		L+2.50	%^*†		235,000,000			115,000,000		350,000,000
SBA Debentures	2024-2026		2.58	%^‡		61,000,000			14,000,000	75,000,000		^§
Total leverage						396,500,000		$	245,000,000	$	641,500,000
Unamortized issuance costs						(2,055,224	)
Debt, net of unamortized issuance costs					$	394,444,776

*	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

†	Or L+2.25% subject to certain funding requirements

‡	Weighted-average interest rate, excluding fees of 0.36%

§	Total capacity increased to $150.0 million on October 13, 2016.

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of our SBA Debentures from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200% asset coverage test by permitting the SBIC to borrow up to $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. At September 30, 2016 the SBIC had a $75.0 million commitment from the SBA, which increased to $150.0 million on October 13, 2016.

Net cash used in operating activities during the nine months ended September 30, 2016 was $18.4 million. Our primary use of cash in operating activities during this period consisted of the settlement of acquisitions of investments (net of dispositions) of $80.4 million, partially offset by net investment income less incentive allocation (net of non-cash income and expenses) of approximately $62.0 million.

Net cash provided by financing activities was $123.7 million during the nine months ended September 30, 2016, consisting primarily of $200.8 million of contributions from the common limited partner and $0.2 million of net borrowings, partially offset by $62.5 million in distributions to TCPC, $14.4 million in distributions of incentive compensation to the General Partner, and payment of $0.4 million in debt issuance costs.

At September 30, 2016, we had $140.9 million in cash and cash equivalents.

The SVCP Facility and the TCPC Funding Facility are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a ratio of not less than 200% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the SVCP Facility and the TCPC Funding Facility, and may therefore impact our ability to borrow under the SVCP Facility and the TCPC Funding Facility. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At September 30, 2016, we were in compliance with all financial and operational covenants required by the Leverage Program.

Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The SVCP Facility and the TCPC Funding Facility mature in July 2018 and March 2020, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no assurance that we will be able to do so, which could lead to an event of default.

Contractual obligations

In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our gross assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to the other.

Distributions

Distribution to the common limited partner

Our quarterly distributions to our common limited partner are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure the common limited partner that it will receive any distributions or distributions at a particular level.

The following table summarizes our distributions to our common limited partner for the nine months ended September 30, 2016 and 2015:

Date Declared	Total Amount
February 24, 2016	$	20,893,214
May 10, 2016		21,972,039
August 9, 2016		19,662,034
Total for the nine months ended September 30, 2016	$	62,527,287
March 10, 2015	$	17,605,485
May 7, 2015		21,506,970
August 6, 2015		18,486,722
Total for the nine months ended September 30, 2015	$	57,599,177

Distributions to the General Partner

TCPC’s performance during the nine months ended September 30, 2016 and 2015 exceeded the total return threshold; accordingly, incentive compensation of $14.3 million and $14.7 million for the nine months ended September 30, 2016 and 2015 respectively was distributable to the General Partner.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

Each of the Partnership, TCPC, TCPC Funding and the SBIC has entered into an investment management agreement with the Advisor.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance.

•

Pursuant to its limited partnership agreement, the general partner of the Partnership is SVOF/MM, LLC. SVOF/MM, LLC is an affiliate of the Advisor and the general partner or managing member of certain other funds managed by the Advisor.

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

From October 1, 2016 through November 4, 2016, we invested approximately $82.9 million primarily in five senior secured loans, as well as equity interests in a portfolio of debt assets with a combined effective yield of approximately 10.0%.

On October 13, 2016, the SBIC received an additional $75.0 million commitment from the SBA, increasing its total commitment to $150.0 million.

Item 3:

Quantitative and qualitative disclosure about market risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2016, 80.5% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2016, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 78.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our September 30, 2016 balance sheet, the following table shows the annual impact on net income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

Basis Point Change	Interest income			Interest Expense			Net Income
Up 300 basis points	$	29,376,868		$	(11,895,000	)	$	17,481,868
Up 200 basis points		19,306,154			(7,930,000	)		11,376,154
Up 100 basis points		9,251,715			(3,965,000	)		5,286,715
Down 100 basis points		(2,671,690	)		3,369,060			697,370
Down 200 basis points		(2,671,690	)		3,369,060			697,370
Down 300 basis points		(2,671,690	)		3,369,060			697,370

Item 4.

Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - Other Information

Item 1.

Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2016, we are currently not a party to any pending material legal proceedings.

Item 1A.

Risk Factors

There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on February 29, 2016.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4:

Mine Safety Disclosures.

None.

Item 5:

Other Information.

None.

Item 6:

Exhibits

Number		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Bylaws of the Registrant (2)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*

* Filed herewith.

(1)

Incorporated by reference to Exhibit (a)(2) to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011

(2)

Incorporated by reference to Exhibit (b)(2) to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

SPECIAL VALUE CONTINUATION PARTNERS, LP

Date: November 8, 2016
	By:	/s/ Howard M. Levkowitz
	Name:	Howard M. Levkowitz
	Title:	Chief Executive Officer

Date: November 8, 2016
	By:	/s/ Paul L. Davis
	Name:	Paul L. Davis
	Title:	Chief Financial Officer

Special Value Continuation Partners, LP - FORM 10-Q - November 8, 2016

Attached files

Special Value Continuation Partners, LP Reports