Sierra Income Corp - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Sierra Income Corp	sic-ex321x033120.htm
EX-31.2 - EXHIBIT 31.2 - Sierra Income Corp	sic-ex312x0331x20.htm
EX-31.1 - EXHIBIT 31.1 - Sierra Income Corp	sic-ex311x033120.htm
EX-10.18 - EXHIBIT 10.18 - Sierra Income Corp	sic-ex1018x033120.htm
EX-10.17 - EXHIBIT 10.17 - Sierra Income Corp	sic-ex1017x033120.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________

Form 10-Q

____________________________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2020



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 814-00924

_____________________________________________________

Sierra Income Corporation

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________



Maryland		45-2544432
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
280 Park Avenue, 6th Floor East, New York, NY 10017
(Address of Principal Executive Offices)

(212) 759-0777

(Registrant’s Telephone Number, Including Area Code)

___________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

___________________________________________________

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	x	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Securities registered pursuant to Section 12(b) of the Exchange Act: None

As of May 15, 2020, the Registrant had 102,859,632 shares of common stock, $0.001 par value, outstanding.

Table of Contents

TABLE OF CONTENTS



Part I. Financial Information
Item 1. Financial Statements	F-1
Consolidated Statements of Assets and Liabilities as of March 31, 2020 (unaudited) and December 31, 2019	F-1
Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (unaudited)	F-2
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2020 and 2019 (unaudited)	F-3
Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited)	F-4
Consolidated Schedule of Investments as of March 31, 2020 (unaudited)	F-5
Consolidated Schedule of Investments as of December 31, 2019	F-12
Notes to Consolidated Financial Statements (unaudited)	F-19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	25
Part II. Other Information
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	30
Item 6. Exhibits	30
SIGNATURES	32

Table of Contents

Sierra Income Corporation

Consolidated Statements of Assets and Liabilities



	March 31, 2020			December 31, 2019
ASSETS	(unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (amortized cost of $664,538,772 and $651,393,473 respectively)	$	491,549,126		$	567,402,503
Controlled/affiliated investments (amortized cost of $146,675,110 and $146,639,688 respectively)	76,732,209			108,221,427
Investments at fair value	568,281,335			675,623,930
Cash and cash equivalents	151,795,416			225,316,656
Deferred transaction costs (Note 2)	15,708,462			14,993,778
Interest receivable from non-controlled/non-affiliated investments	3,964,238			8,137,227
Prepaid expenses and other assets	1,315,380			1,790,983
Unsettled trades receivable	323,000			20,481
Total assets	$	741,387,831		$	925,883,055

LIABILITIES
Revolving credit facilities payable (net of deferred financing costs of $1,800,914 and $2,235,279, respectively) (Note 6)	$	266,299,086		$	325,864,721
Base management fees payable (Note 7)	3,251,451			4,060,518
Accounts payable and accrued expenses	2,616,456			2,131,765
Distribution payable (Note 13)	2,334,800			—
Interest payable	1,385,591			1,612,981
Administrator fees payable (Note 7)	721,632			381,923
Transaction costs payable	527,491			527,491
Deferred tax liability	—			240,935
Total liabilities	277,136,507			334,820,334

Commitments (Note 11)

NET ASSETS
Common shares, par value $0.001 per share, 250,000,000 common shares authorized, 102,867,551 and 102,282,366 common shares issued and outstanding, respectively	102,868			102,282
Capital in excess of par value	872,688,536			869,567,685
Total distributable earnings/(loss)	(408,540,080		)	(278,607,246		)
Total net assets	464,251,324			591,062,721
Total liabilities and net assets	$	741,387,831		$	925,883,055
NET ASSET VALUE PER COMMON SHARE	$	4.51		$	5.78

See accompanying notes to consolidated financial statements.

F-1

Table of Contents

Sierra Income Corporation

Consolidated Statements of Operations



	Three Months Ended March 31,
	2020			2019
INVESTMENT INCOME	(unaudited)			(unaudited)
Interest and dividend income from investments
Non-controlled/non-affiliated investments:
Cash	$	7,325,853		$	16,757,998
Payment-in-kind	537,045			787,597
Controlled/affiliated investments:
Cash	1,846,077			2,241,272
Payment-in-kind	114,763			303,561
Total interest and dividend income	9,823,738			20,090,428
Fee income (Note 12)	121,698			534,510
Interest from cash and cash equivalents	1,231,375			285,522
Total investment income	11,176,811			20,910,460
EXPENSES
Interest and financing expenses	4,287,663			5,430,233
Base management fees (Note 7)	3,251,451			4,442,090
General and administrative expenses	1,970,968			941,498
Professional fees	118,054			647,567
Administrator expenses (Note 7)	721,632			622,071
Offering costs	3,243			32,308
Total expenses	10,353,011			12,115,767
NET INVESTMENT INCOME	823,800			8,794,693
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized gain/(loss) from non-controlled/non-affiliated investments	(14,913		)	(2,029,236		)
Net realized gain/(loss) from controlled/affiliated investments	232,392			(5,379,624		)
Net realized gain/(loss) on total return swap (Note 5)	—			(9,176,735		)
Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments	(88,998,580		)	15,845,140
Net change in unrealized appreciation/(depreciation) on controlled/affiliated investments	(31,524,640		)	3,164,531
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)	—			6,669,215
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	240,935			(2,974,612		)
Net realized and unrealized gain/(loss) on investments	(120,064,806		)	6,118,679
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(119,241,006	)	$	14,913,372
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE	$	(1.16	)	$	0.15
WEIGHTED AVERAGE - BASIC AND DILUTED NET INVESTMENT INCOME PER COMMON SHARE	$	0.01		$	0.09
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING - BASIC AND DILUTED (NOTE 10)	102,715,153			99,158,430
DISTRIBUTIONS DECLARED PER COMMON SHARE	$	0.11		$	0.16

See accompanying notes to the consolidated financial statements.

F-2

Table of Contents

Sierra Income Corporation

Consolidated Statements of Changes in Net Assets



	Common Stock					Paid in Capital			Distributable			Total
	Shares		Par Amount			in Excess of Par			Earnings			Net Assets
Balance at December 31, 2018	98,502,907		$	98,503		$	858,699,757		$	(196,718,061	)	$	662,080,199
Net increase/(decrease) in net assets resulting from operations:
Net investment income	—		—			—			8,794,693			8,794,693
Net realized gain/(loss) on investments	—		—			—			(7,408,860		)	(7,408,860		)
Net realized gain/(loss) on total return swap (Note 5)	—		—			—			(9,176,735		)	(9,176,735		)
Net change in unrealized appreciation/(depreciation) on investments	—		—			—			19,009,671			19,009,671
Net change in unrealized appreciation/(depreciation) on total return swap (Note 5)	—		—			—			6,669,215			6,669,215
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	—		—			—			(2,974,612		)	(2,974,612		)
Shareholder distributions:
Issuance of common shares, net of underwriting costs	—		—			—			—			—
Issuance of common shares pursuant to distribution reinvestment plan	982,726		983			6,187,091			—			6,188,074
Distributions from earnings	—		—			—			(15,814,922		)	(15,814,922		)
Total increase/(decrease) for the three months ended March 31, 2019	982,726		983			6,187,091			(901,550		)	5,286,524
Balance at March 31, 2019	99,485,633		$	99,486		$	864,886,848		$	(197,619,611	)	$	667,366,723

Balance at December 31, 2019	102,282,366		$	102,282		$	869,567,685		$	(278,607,246	)	$	591,062,721
Net increase/(decrease) in net assets resulting from operations:
Net investment income	—		—			—			823,800			823,800
Net realized gain/(loss) on investments	—		—			—			217,479			217,479
Net change in unrealized appreciation/(depreciation) on investments	—		—			—			(120,523,220		)	(120,523,220		)
Change in provision for deferred taxes on unrealized appreciation/(depreciation) on investments	—		—			—			240,935			240,935
Shareholder distributions:
Issuance of common shares pursuant to distribution reinvestment plan	710,046		711			3,842,420			—			3,843,131
Repurchase of common shares	(124,861	)	(125		)	(721,569		)	—			(721,694		)
Distributions from earnings	—		—			—			(10,691,828		)	(10,691,828		)
Total increase/(decrease) for the three months ended March 31, 2020	585,185		586			3,120,851			(129,932,834		)	(126,811,397		)
Balance at March 31, 2020	102,867,551		$	102,868		$	872,688,536		$	(408,540,080	)	$	464,251,324

See accompanying notes to consolidated financial statements.

F-3

Table of Contents

Sierra Income Corporation

Consolidated Statements of Cash Flows



	Three Months Ended March 31,
	2020			2019
	(unaudited)			(unaudited)
Cash flows from operating activities
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:	$	(119,241,006	)	$	14,913,372
ADJUSTMENT TO RECONCILE NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES:
Payment-in-kind interest income	(651,808		)	(1,091,158		)
Net amortization of premium on investments	148,646			(444,781		)
Amortization of deferred financing costs	485,291			478,679
Net realized (gain)/loss on investments	(217,479		)	7,408,860
Net change in unrealized (appreciation)/depreciation on investments	120,523,220			(19,009,671		)
Net change in unrealized (appreciation)/depreciation on total return swap (Note 5)	—			(6,669,215		)
Purchases and originations	(36,713,624		)	(61,044,257		)
Proceeds from sale of investments and principal repayments	24,253,640			107,421,423
(Increase)/decrease in operating assets:
Unsettled trades receivable	(302,519		)	1,805,192
Interest receivable from non-controlled/non-affiliated investments	4,172,989			(1,056,780		)
Interest receivable from controlled/affiliated investments	—			382,121
Receivable due on total return swap (Note 5)	—			113,252
Deferred transaction costs	(714,684		)	(2,630,360		)
Prepaid expenses and other assets	475,603			571,126
Increase/(decrease) in operating liabilities:
Unsettled trades payable	—			6,727,683
Management fee payable	(809,067		)	(49,145		)
Transaction costs payable	—			1,337,529
Accounts payable and accrued expenses	484,691			(485,388		)
Payable due from total return swap (Note 5)	—			409,726
Administrator fees payable	339,709			(67,639		)
Interest payable	(227,390		)	(57,357		)
Deferred tax liability	(240,935		)	2,974,612
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES	(8,234,723		)	51,937,824
Cash flows from financing activities:
Repayments of revolving credit facility	(60,000,000		)	(26,900,000		)
Payment of cash distributions	(4,513,897		)	(9,626,848		)
Financing costs paid	(50,926		)	(121,250		)
Repurchase of common shares	(721,694		)	—
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES	(65,286,517		)	(36,648,098		)
TOTAL INCREASE/(DECREASE) IN CASH	(73,521,240		)	15,289,726
CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT BEGINNING OF PERIOD	225,316,656			86,481,495
CASH, CASH EQUIVALENTS AND CASH COLLATERAL ON TOTAL RETURN SWAP AT END OF PERIOD ⁽¹⁾	$	151,795,416		$	101,771,221
Supplemental Information:
Cash paid during the period for interest	$	4,029,762		$	5,008,911
Supplemental non-cash information:
Non-cash purchase of investments	$	—		$	2,854,540
Non-cash sale of investments	—			2,854,540
Payment-in-kind interest income	651,808			1,091,158
Amortization of deferred financing costs	485,291			478,679
Net amortization of premium on investments	(148,646		)	444,781
Issuance of common shares in connection with distribution reinvestment plan	$	3,843,131		$	6,188,074


(1)	Includes cash and cash equivalents of $151,795,416 and $101,179,567 and cash collateral on total return swap of $0 and $591,654 as of March 31, 2020 and 2019, respectively.

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

Sierra Income Corporation

Consolidated Schedule of Investments

As of March 31, 2020

(unaudited)



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value		% of Net Assets⁽³⁾
Non-controlled/non-affiliated investments – 105.9%										$	463,949,497
AAAHI Acquisition Corporation	Transportation: Consumer	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(4)(5)(6)	12/10/2023	$	7,160,618	$	7,160,618	$	6,385,679	1.4%
				7,160,618		7,160,618		6,385,679
Alpine SG, LLC	High Tech Industries	Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/16/2022	6,617,630		6,617,630		6,196,749		1.3%
		Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ^(4)(5)(6)	11/16/2022	13,398,750		13,398,750		12,546,590		2.7%
				20,016,380		20,016,380		18,743,339
American Dental Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/25/2023	4,893,750		4,893,750		4,190,518		0.9%
				4,893,750		4,893,750		4,190,518
Amerijet Holdings, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/15/2021	9,641,618		9,641,618		9,360,083		2.0%
				9,641,618		9,641,618		9,360,083
AMMC CLO 22, Limited Series 2018-22A	Multi-Sector Holdings	Subordinated Notes 13.638% effective yield ^(8)(9)(10)	4/25/2031	7,222,000		5,637,846		3,733,774		0.8%
				7,222,000		5,637,846		3,733,774
Answers Finance, LLC	High Tech Industries	Common Stock - 389,533 shares⁽¹¹⁾		—		5,076,376		494,707		0.1%
				—		5,076,376		494,707
Apidos CLO XXIV, Series 2016-24A	Multi-Sector Holdings	Subordinated Notes 11.867% effective yield ^{(5)(8)(9)(10)}	7/20/2027	18,357,647		11,109,303		7,371,366		1.6%
				18,357,647		11,109,303		7,371,366
Avantor, Inc.	Wholesale	Common Stock - 1,867,356 shares ^{(5)(9)(11)(12)}		—		32,678,730		23,323,276		5.0%
				—		32,678,730		23,323,276
Aviation Technical Services, Inc.	Aerospace & Defense	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	3/31/2022	25,000,000		25,000,000		24,012,500		5.2%
				25,000,000		25,000,000		24,012,500
Black Angus Steakhouses, LLC	Hotel, Gaming & Leisure	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ^(4)(5)(13)	4/24/2020	18,097,098		18,097,098		12,303,264		2.7%
		Revolving Credit Facility LIBOR + 9.000%, 1.000% Floor ^{(5)(6)(7)(13)}	4/24/2020	2,232,143		2,232,143		1,595,982		0.3%
				20,329,241		20,329,241		13,899,246
BRG Sports, Inc.	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/15/2023	5,145,000		5,145,000		4,830,126		1.0%
				5,145,000		5,145,000		4,830,126
Brook & Whittle Holding Corp.	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	2,937,058		2,937,058		2,789,618		0.6%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	690,757		690,757		656,081		0.1%
				3,627,815		3,627,815		3,445,699
Capstone Nutrition Development, LLC	Healthcare & Pharmaceuticals	Units - 11,124.90 units ^(5)(11)		—		1,112,490		856,617		0.2%
				—		1,112,490		856,617
Centauri Group Holdings, LLC	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor⁽⁴⁾	2/12/2024	10,004,076		9,988,117		9,434,844		2.0%
				10,004,076		9,988,117		9,434,844

F-5

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
CPI International, Inc.	Aerospace & Defense	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/28/2025	9,900,752	9,877,290	7,706,745	1.7%
				9,900,752	9,877,290	7,706,745
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/1/2021	969,466	874,469	752,887	0.2%
				969,466	874,469	752,887
DataOnline Corp.	High Tech Industries	Revolving Credit Facility LIBOR + 5.500%, 1.000% Floor ^(4)(5)(6)	11/13/2025	1,607,143	1,607,143	1,466,571	0.3%
		Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ^(4)(5)(6)	11/13/2025	14,962,500	14,962,500	13,980,960	3.0%
				16,569,643	16,569,643	15,447,531
DirectBuy Home Improvement, Inc.	Retail	Subordinated notes LIBOR + 6.500%, 1.000% Floor ^(4)(5)(13)	6/20/2022	260,919	244,752	39,138	0.0%
		Common Stock - 191,678 shares ^(5)(11)		—	75,340	—	0.0%
				260,919	320,092	39,138
Dryden 38 Senior Loan Fund, Series 2015-38A	Multi-Sector Holdings	Subordinated Notes 8.553% effective yield ^(8)(9)(10)	7/15/2027	7,000,000	4,564,907	3,909,150	0.8%
				7,000,000	4,564,907	3,909,150
Dryden 43 Senior Loan Fund, Series 2016-43A	Multi-Sector Holdings	Subordinated Notes 9.285% effective yield ^{(5)(8)(9)(10)}	7/20/2029	3,620,000	2,690,227	1,264,669	0.3%
				3,620,000	2,690,227	1,264,669
Dryden 49 Senior Loan Fund, Series 2017-49A	Multi-Sector Holdings	Subordinated Notes 9.666% effective yield ^{(5)(8)(9)(10)}	7/18/2030	17,233,288	13,265,742	9,643,748	2.1%
				17,233,288	13,265,742	9,643,748
First Boston Construction Holdings, LLC	Banking, Finance, Insurance & Real Estate	Senior secured first lien notes 12.000% ⁽⁵⁾	2/23/2023	8,470,250	8,470,250	7,800,253	1.7%
		Preferred Equity - 2,304,406 units ^(5)(11)		—	2,117,562	1,387,003	0.3%
				8,470,250	10,587,812	9,187,256
Friedrich Holdings, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	2/7/2023	10,500,650	10,500,650	10,160,429	2.2%
				10,500,650	10,500,650	10,160,429
GK Holdings, Inc.	Services: Business	Senior Secured Second Lien Term Loan LIBOR + 10.250%, 1.000% Floor ^(4)(13)	1/20/2022	10,000,000	10,000,000	5,000,000	1.1%
				10,000,000	10,000,000	5,000,000
Golden West Packaging Group LLC	Forest Products & Paper	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/20/2023	1,417,387	1,417,387	1,314,059	0.3%
				1,417,387	1,417,387	1,314,059
Holland Acquisition Corp.	Energy: Oil & Gas	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ^(4)(13)	5/29/2020	4,400,696	4,260,117	660,104	0.1%
				4,400,696	4,260,117	660,104
Hylan Datacom & Electrical LLC	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	7/25/2021	14,743,158	14,743,158	10,320,210	2.2%
				14,743,158	14,743,158	10,320,210
IHS Intermediate, Inc.	Services: Business	Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor ^(7)(13)	7/20/2022	25,000,000	25,000,000	—	0.0%
				25,000,000	25,000,000	0
Impact Group, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/27/2023	5,780,881	5,780,881	5,052,490	1.1%
				5,780,881	5,780,881	5,052,490
Innovative XCessories & Services, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor⁽⁵⁾⁽⁷⁾	3/5/2027	3,000,000	2,970,209	2,970,000	0.6%
				3,000,000	2,970,209	2,970,000

F-6

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Interflex Acquisition Company, LLC	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/18/2022	12,454,702	12,454,702	11,550,491	2.5%
				12,454,702	12,454,702	11,550,491
Iqor US Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾	4/1/2021	19,763,047	19,119,453	11,652,293	2.5%
				19,763,047	19,119,453	11,652,293
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/16/2025	1,823,099	1,816,031	638,814	0.1%
				1,823,099	1,816,031	638,814
Isola USA Corp.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ^(4)(6)(13)	1/2/2023	10,517,939	7,098,477	5,978,397	1.3%
		Common Units - 10,283,782 units ⁽¹¹⁾		—	—	—	0.0%
				10,517,939	7,098,477	5,978,397
JFL-WCS Partners, LLC	Environmental Industries	Preferred Units - 618,876 6.000%, PIK ⁽⁵⁾		—	693,141	693,141	0.1%
		Common Units - 68,764 units ^(5)(11)		—	68,764	1,222,096	0.3%
				—	761,905	1,915,237
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2024	1,797,961	1,740,237	1,628,233	0.4%
		Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2025	7,000,000	6,908,986	5,329,800	1.1%
				8,797,961	8,649,223	6,958,033
Magnetite XIX, Limited	Multi-Sector Holdings	Subordinated Notes LIBOR + 7.610%^{(4)(8)(9)(10)}	7/17/2030	2,000,000	1,888,696	1,120,700	0.2%
		Subordinated Notes 7.011% effective yield ^{(5)(8)(9)(10)}	7/17/2030	13,730,209	10,142,312	5,748,839	1.2%
				15,730,209	12,031,008	6,869,539
Manna Pro Products, LLC	Consumer Goods: Non-durable	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/8/2023	4,072,917	4,072,917	3,721,424	0.8%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/8/2023	827,083	827,083	755,706	0.2%
				4,900,000	4,900,000	4,477,130
Midwest Physician Administrative Services, LLC	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor ⁽⁷⁾	8/15/2025	1,950,000	1,884,098	1,647,750	0.4%
				1,950,000	1,884,098	1,647,750
Novetta Solutions, LLC	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor⁽⁵⁾⁽⁷⁾	10/17/2022	1,573,102	1,520,320	1,366,711	0.3%
		Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	10/16/2023	11,000,000	10,941,708	10,546,800	2.3%
				12,573,102	12,462,028	11,913,511
Offen Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 5.000% ⁽⁴⁾⁽⁶⁾	6/21/2026	2,916,018	2,880,438	2,711,948	0.6%
				2,916,018	2,880,438	2,711,948
Panther BF Aggregator 2 LP	Automotive	Senior Secured First Lien Term Loan LIBOR + 3.500% ⁽⁵⁾⁽⁷⁾	4/30/2026	3,989,975	3,577,159	3,630,877	0.8%
				3,989,975	3,577,159	3,630,877
Path Medical, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ^(5)(7)(16)	10/11/2021	18,115,464	17,846,772	16,805,717	3.6%
		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	10/11/2021	196,800	196,800	196,702	0.0%
		Warrants - 36,716 warrants^(5)(11)	1/9/2027	—	669,709	—	0.0%
				18,312,264	18,713,281	17,002,419

F-7

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
PetroChoice Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	8/21/2023	9,000,000	9,000,000	7,016,400	1.6%
				9,000,000	9,000,000	7,016,400
Polymer Solutions Group Holdings, LLC	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan LIBOR + 6.750%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/30/2021	1,067,823	1,067,823	1,034,293	0.2%
				1,067,823	1,067,823	1,034,293
Project Silverback Holdings Corp.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor ⁽⁴⁾	8/21/2024	4,875,000	4,354,954	4,167,638	0.9%
				4,875,000	4,354,954	4,167,638
Proppants Holdings, LLC	Energy: Oil & Gas	Common Units - 161,852 units ⁽¹¹⁾		—	874,363	323,704	0.1%
		Common Units - 161,852 units ⁽¹¹⁾		—	8,832	—	0.0%
				—	883,195	323,704
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/30/2023	8,009,829	7,580,179	7,208,846	1.7%
		Membership Units - 1.441 units ^(5)(11)		—	—	—	0.1%
				8,009,829	7,580,179	7,208,846
RateGain Technologies, Inc.	Hotel, Gaming & Leisure	Subordinated Notes ^(5)(11)	7/31/2020	440,050	440,050	440,050	0.1%
		Subordinated Notes ^(5)(11)	7/31/2021	476,190	476,190	476,190	0.1%
				916,240	916,240	916,240
Recorded Books Inc.	Media: Diversified & Production	Senior Secured Second Lien Term Loan LIBOR + 4.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/29/2025	13,281	13,248	11,447	0.0%
				13,281	13,248	11,447
Redwood Services Group, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/6/2023	22,780,286	22,780,286	21,916,913	4.7%
		Revolving Credit Facility LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	6/6/2023	2,300,000	2,300,000	2,224,963	0.5%
				25,080,286	25,080,286	24,141,876
Resolute Investment Managers, Inc.	Banking, Finance, Insurance & Real Estate	Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	4/30/2023	7,950,000	7,917,123	7,225,755	1.6%
				7,950,000	7,917,123	7,225,755
Rhombus Cinema Holdings, LP	Media: Diversified & Production	Preferred Equity 10.000% - 7,449 shares ^(5)(13)		—	4,584,207	—	0.0%
		Common Units - 3,163 units ^(5)(8)(11)		—	3,162,793	—	0.0%
				—	7,747,000	—
SavATree, LLC	Environmental Industries	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/2/2022	4,322,509	4,322,509	4,153,066	0.9%
				4,322,509	4,322,509	4,153,066
SFP Holding, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(4)(5)(6)	9/1/2022	11,200,894	11,200,894	10,677,996	2.3%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.250%, 1.000% Floor ^(4)(5)(6)	9/1/2022	2,992,875	2,992,875	2,992,275	0.6%
		Equity - 0.803% of outstanding equity ^(5)(11)		—	711,698	335,777	0.1%
				14,193,769	14,905,467	14,006,048
Shift4 Payments, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured Second Lien Term Loan LIBOR + 4.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/29/2024	3,482,188	3,466,341	3,277,087	0.7%
		Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/28/2025	9,950,000	9,879,043	9,216,685	2.0%
				13,432,188	13,345,384	12,493,772
Ship Supply Acquisition Corporation	Services: Business	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor^(4)(5)(13)	7/31/2020	21,799,085	21,428,283	—	0.0%
				21,799,085	21,428,283	—

F-8

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Simplified Logistics, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	2/28/2022	18,434,842	18,434,842	17,345,342	3.7%
		Revolving Credit Facility LIBOR + 6.500%, 1.000% Floor ^(4)(5)(6)	2/28/2022	3,533,333	3,533,333	3,237,833	0.7%
				21,968,175	21,968,175	20,583,175
SMART Financial Operations, LLC	Retail	Preferred Equity - 1,000,000 units^(5)(11)		—	1,000,000	270,000	0.1%
				—	1,000,000	270,000
Smile Doctors, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	10/6/2022	13,306,191	13,306,191	12,211,734	2.6%
				13,306,191	13,306,191	12,211,734
Sound Point CLO XX, Ltd.	Multi-Sector Holdings	Subordinated Notes 11.062% effective yield^{(5)(8)(9)(10)}	7/26/2031	4,489,000	3,801,120	2,900,343	0.6%
				4,489,000	3,801,120	2,900,343
Starfish Holdco, LLC	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	8/18/2025	4,000,000	3,958,965	2,917,600	0.6%
				4,000,000	3,958,965	2,917,600
Sungard AS New Holdings, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor, 2.500% PIK ^(4)(13)	11/3/2022	5,036,441	4,962,629	2,518,221	0.5%
		Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor ^{(4) (6)}	2/3/2022	714,915	699,899	597,669	0.1%
		Membership units - 73,135 units ⁽¹¹⁾		—	2,163,076	330,205	0.1%
				5,751,356	7,825,604	3,446,095
Team Car Care, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	2/23/2023	13,994,132	13,994,132	13,244,047	2.9%
				13,994,132	13,994,132	13,244,047
Techniplas, LLC	Automotive	Senior Secured First Lien Notes 10.000% ^(8)(13)	5/1/2020	6,000,000	6,000,000	870,000	0.2%
				6,000,000	6,000,000	870,000
Tensar Corporation	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor, 3.000% PIK ⁽⁴⁾	7/9/2021	6,900,187	6,795,515	5,766,486	1.2%
				6,900,187	6,795,515	5,766,486
The Imagine Group LLC	Media: Advertising, Printing & Publishing	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ^(5)(7)(13)	6/21/2023	8,950,000	8,381,703	1,118,750	0.2%
				8,950,000	8,381,703	1,118,750
The Octave Music Group, Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	5/29/2025	8,000,000	7,921,068	7,238,400	1.6%
				8,000,000	7,921,068	7,238,400
True Religion Apparel, Inc.	Retail	Senior Secured First Lien Term Loan 10.000%⁽¹³⁾	10/27/2022	179,437	133,654	12,094	0.0%
		Common Stock - 2,448 shares ⁽¹¹⁾		—	—	—	0.0%
		Warrants - 1,122 warrants⁽¹¹⁾		—	—	—	0.0%
				179,437	133,654	12,094
Velocity Pooling Vehicle, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.000% Floor ^(4)(5)(16)	4/28/2023	820,037	770,499	615,028	0.1%
		Common units - 4,676 units ^(5)(11)		—	259,938	—	0.0%
		Warrants - 5,591 warrants^(5)(11)	3/30/2028	—	310,802	—	0.0%
				820,037	1,341,239	615,028
Vertafore, Inc.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/2/2026	9,950,000	9,822,996	8,474,415	1.8%
				9,950,000	9,822,996	8,474,415
VOYA CLO 2016-2, LTD.	Multi-Sector Holdings	Subordinated Notes 6.440% effective yield^{(5)(8)(9)(10)}	7/19/2028	11,088,290	8,084,148	3,246,651	0.7%
				11,088,290	8,084,148	3,246,651

F-9

Table of Contents



Company⁽¹⁾⁽²⁾	Industry		Type of Investment	Maturity	Par Amount	Cost	Fair Value		% of Net Assets⁽³⁾
VOYA CLO 2015-2, LTD.	Multi-Sector Holdings		Subordinated Notes 9.247% effective yield^{(5)(8)(9)(10)}	7/19/2028	10,735,659	6,612,533	2,298,913		0.5%
					10,735,659	6,612,533	2,298,913
Walker Edison Furniture Company LLC	Consumer Goods: Durable		Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/26/2024	14,531,250	14,531,250	14,165,063		3.1%
			Common units - 2,000 units ^(5)(11)		—	2,000,000	3,319,880		0.7%
					14,531,250	16,531,250	17,484,943
Watermill-QMC Midco, Inc.	Automotive		Equity - 1.62% partnership interest^(5)(11)		—	902,277	—		0.0%
					—	902,277	—
West Dermatology, LLC	Consumer Goods: Durable		Revolving Credit Facility LIBOR + 5.000%, 1.000% Floor ^(5)(6)(7)	2/11/2025	1,657,459	1,657,459	1,579,061		0.3%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ^(5)(6)(7)	2/11/2025	4,751,381	4,751,381	4,115,677		0.9%
					6,408,840	6,408,840	5,694,738

Total non-controlled/non-affiliated investments						$664,538,772	$491,549,126		105.9%

Controlled/affiliated investments - 16.5%		⁽¹⁴⁾
1888 Industrial Services, LLC	Energy: Oil & Gas		Revolving Credit Facility LIBOR + 5.000%, 1.000% Floor, PIK ^(4)(5)(6)	9/30/2021	1,204,547	1,204,547	1,204,547		0.3%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor, PIK^(4)(5)(13)	9/30/2021	3,373,777	3,315,574	—		0.0%
			Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, PIK ^(4)(5)(13)	9/30/2021	8,666,994	6,816,029	—		0.0%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor, PIK ^{(4)(5)(6)(13)}	6/30/2021	424,259	416,940	106,065		0.0%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor, PIK ⁽⁴⁾⁽⁵⁾	9/19/2020	81,390	81,390	81,390		0.0%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor, PIK ⁽⁴⁾⁽⁵⁾	9/19/2020	293,361	293,361	293,361		0.1%
			Units - 7,546.76 units ^(5)(11)		—	—	—		0.0%
					14,044,328	12,127,841	1,685,363
Access Media Holdings, LLC	Media: Broadcasting & Subscription		Senior Secured First Lien Term Loan 10.000% PIK^(5)(13)	7/22/2020	9,235,236	7,458,342	1,385,285		0.3%
			Common Stock - 140 units ^(5)(9)(11)		—	—	—		0.0%
			Preferred Equity - 1,400,000 units ^(5)(11)		—	1,400,000	—		0.0%
			Preferred Equity - 700,000 units ^(5)(11)		—	700,000	—		0.0%
			Preferred Equity - 849,800 units ^(5)(6)(11)		—	849,800	(88,200	)	0.0%
					9,235,236	10,408,142	1,297,085
Caddo Investors Holdings 1 LLC	Forest Products & Paper		Equity - 12.250% LLC Interest ^(5)(15)		—	5,027,482	5,716,166		1.2%
					—	5,027,482	5,716,166
Charming Charlie LLC	Retail		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(13)	4/24/2023	3,412,549	3,121,470	—		0.0%
			Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(13)	4/24/2023	4,178,224	2,737,658	—		0.0%
			Senior Secured First Lien Term Loan 20.000%	5/15/2020	138,517	138,517	71,281		0.0%
			Senior Secured First Lien Delayed Draw Term Loan 20.000%	5/15/2020	769,967	769,967	396,225		0.1%
			Common Stock - 34,923,249 shares ⁽¹¹⁾		—	—	—		0.0%
					8,499,257	6,767,612	467,506

F-10

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value		% of Net Assets⁽³⁾
Dynamic Energy Services International LLC	Energy: Oil & Gas	Senior Secured First Lien Term Loan 13.500% PIK^(4)(5)(13)	12/31/2021	6,329,555		4,449,025		443,069		0.1%
		Common Units - 6,500,000 units ^(5)(11)		—		—		—		0.0%
				6,329,555		4,449,025		443,069
Kemmerer Operations, LLC	Metals & Mining	Senior Secured First Lien Term Loan 15.000% PIK ⁽⁵⁾	6/21/2023	1,903,775		1,903,775		1,903,775		0.4%
		Senior Secured First Lien Delayed Draw Term Loan 15.000% PIK (5)⁽⁶⁾	6/21/2023	478,516		478,516		478,516		0.1%
		Common Units - 6.7797 units ^(5)(11)		—		962,717		962,760		0.2%
				2,382,291		3,345,008		3,345,051
MCM 500 East Pratt Holdings, LLC	Banking, Finance, Insurance & Real Estate	Equity - 5,000,000 units ^(9)(11)		—		5,000,000		7,350,000		1.6%
				—		5,000,000		7,350,000
MCM Capital Office Park Holdings LLC	Banking, Finance, Insurance & Real Estate	Equity - 7,500,000 units ^(9)(11)		—		7,500,000		13,500,000		2.9%
				—		7,500,000		13,500,000
Sierra Senior Loan Strategy JV I LLC	Multi-Sector Holdings	Equity - 87.5% ownership of SIC Senior Loan Strategy JV I LLC ^(6)(9)(15)		92,050,000		92,050,000		42,474,224		9.2%
				92,050,000		92,050,000		42,474,224
TwentyEighty, Inc.	Services: Business	Common Units - 58,098 units⁽¹¹⁾		—		—		453,745		0.1%
				—		—		453,745

Total controlled/affiliated investments						$	146,675,110	$	76,732,209	16.5%

Money Market Fund - 26.0%
State Street Institutional Liquid Reserves Fund		Money Market 0.796%⁽¹²⁾		44,602,786		44,607,184		44,607,246		9.6%
Federated Institutional Prime Obligations Fund		Money Market 0.530% ⁽¹²⁾		76,200,212		76,200,212		76,200,212		16.4%
Total money market fund				$	120,802,998	$	120,807,396	$	120,807,458	26.0%

(1)

All of the Company's investments are domiciled in the United States except for AMMC CLO 22, Limited Series 2018-22A, Apidos CLO XXIV, Series 2016-24A, Dryden 38 Senior Loan Fund, Series 2015-38A, Dryden 43 Senior Loan Fund, Series 2016-43A, Dryden 49 Senior Loan Fund, 2017-49A, Magnetite XIX, Limited, Sound Point CLO XX, Ltd., VOYA CLO 2016-2, LTD., and VOYA CLO 2015-2, LTD., which are all domiciled in the Cayman Islands. All foreign investments were denominated in US Dollars.


(2)	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.


(3)	Percentage is based on net assets of $464,251,324 as of March 31, 2020.


(4)	The interest rate on these loans is subject to a base rate plus 3 Month "3M" LIBOR, which at March 31, 2020 was 1.45%. The interest rate is subject to a minimum LIBOR floor.


(5)	An affiliated fund that is managed by an affiliate of SIC Advisors LLC also holds an investment in this security.


(6)	The investment has an unfunded commitment as of March 31, 2020. For further details see Note 11. Fair value includes an analysis of the unfunded commitment.


(7)	The interest rate on these loans is subject to a base rate plus 1 Month "1M" LIBOR, which at March 31, 2020 was 0.99%. The interest rate is subject to a minimum LIBOR floor.


(8)	Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $41,238,153 or 8.9% of net assets as of March 31, 2020 and are considered restricted securities.


(9)	The investment is not a qualifying asset under Section 55 of the Investment Company Act of 1940 (the "1940 Act"). Non-qualifying assets represent 27.5% of the Company's portfolio at fair value.

(10)

This investment is in the equity class of a collateralized loan obligation ("CLO"). The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions that have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.


(11)	Security is non-income producing.


(12)	Represents securities in Level 1 in the ASC 820 table (see Note 4).


(13)	The investment was on non-accrual status as of March 31, 2020.

(14)

Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns at least 5% but no more than 25% of the voting securities or we are under common control with such portfolio company. Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.


(15)	As a practical expedient, the Company uses NAV to determine the fair value of this investment.


(16)	The investment was on partial non-accrual status as of March 31, 2020

See accompanying notes to consolidated financial statements.

F-11

Table of Contents

Sierra Income Corporation

Consolidated Schedule of Investments

As of December 31, 2019



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value		% of Net Assets⁽³⁾
Non-controlled/non-affiliated investments – 96.0%										$	591,062,721
AAAHI Acquisition Corporation	Transportation: Consumer	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(4)(5)(6)	12/10/2023	$	6,966,133	$	6,966,133	$	6,877,180	1.2%
				6,966,133		6,966,133		6,877,180
Alpine SG, LLC	High Tech Industries	Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	11/16/2022	6,617,630		6,617,630		6,613,660		1.1%
		Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ^(5)(6)(7)	11/16/2022	13,398,750		13,398,750		13,390,711		2.3%
				20,016,380		20,016,380		20,004,371
American Dental Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/25/2023	4,893,750		4,893,750		4,813,492		0.8%
				4,893,750		4,893,750		4,813,492
Amerijet Holdings, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/15/2021	9,847,868		9,847,868		9,847,868		1.7%
				9,847,868		9,847,868		9,847,868
AMMC CLO 22, Limited Series 2018-22A	Multi-Sector Holdings	Subordinated Notes 12.573% effective yield ^(8)(9)(10)	4/25/2031	7,222,000		5,719,206		5,693,103		1.0%
				7,222,000		5,719,206		5,693,103
Answers Finance, LLC	High Tech Industries	Common Stock - 389,533 shares⁽¹¹⁾		—		5,076,376		802,438		0.1%
				—		5,076,376		802,438
Apidos CLO XXIV, Series 2016-24A	Multi-Sector Holdings	Subordinated Notes 12.285% effective yield ^{(5)(8)(9)(10)}	7/20/2027	18,357,647		11,350,063		11,142,247		1.9%
				18,357,647		11,350,063		11,142,247
Avantor, Inc.	Wholesale	Common Stock - 1,867,356 shares ^(11)(12)		—		32,678,730		33,892,511		5.7%
				—		32,678,730		33,892,511
Aviation Technical Services, Inc.	Aerospace & Defense	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	3/31/2022	25,000,000		25,000,000		25,000,000		4.2%
				25,000,000		25,000,000		25,000,000
Black Angus Steakhouses, LLC	Hotel, Gaming & Leisure	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	4/24/2020	18,225,446		18,225,446		18,215,218		3.1%
		Revolving Credit Facility LIBOR + 9.000%, 1.000% Floor ^(5)(6)(7)	4/24/2020	2,232,143		2,232,143		2,233,705		0.4%
				20,457,589		20,457,589		20,448,923
BRG Sports, Inc.	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/15/2023	5,337,500		5,337,500		5,331,629		0.9%
				5,337,500		5,337,500		5,331,629
Brook & Whittle Holding Corp.	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	2,937,058		2,937,058		2,924,135		0.5%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/17/2024	690,757		690,757		687,718		0.1%
				3,627,815		3,627,815		3,611,853
Capstone Nutrition Development, LLC	Healthcare & Pharmaceuticals	Units - 11,124.90 units ⁽¹¹⁾		—		1,112,490		1,112,490		0.2%
				—		1,112,490		1,112,490
Centauri Group Holdings, LLC	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor⁽⁴⁾⁽⁵⁾	2/12/2024	10,029,280		10,012,265		10,004,207		1.7%
				10,029,280		10,012,265		10,004,207

F-12

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
CPI International, Inc.	Aerospace & Defense	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/28/2025	9,900,752	9,876,226	9,475,020	1.6%
				9,900,752	9,876,226	9,475,020
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 4.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/1/2021	972,010	863,963	914,856	0.2%
				972,010	863,963	914,856
DataOnline Corp.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ^(4)(5)(6)	11/13/2025	15,000,000	15,000,000	15,000,000	2.5%
				15,000,000	15,000,000	15,000,000
Dermatologists of Southwestern Ohio, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	4/20/2022	2,444,307	2,444,307	2,416,686	0.4%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	4/20/2022	927,413	927,413	916,934	0.2%
				3,371,720	3,371,720	3,333,620
DirectBuy Home Improvement, Inc.	Retail	Subordinated notes LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾	6/20/2022	260,919	248,270	260,919	0.0%
		Common Stock - 191,678 shares ⁽¹¹⁾		—	75,340	61,337	0.0%
				260,919	323,610	322,256
Dryden 38 Senior Loan Fund, Series 2015-38A	Multi-Sector Holdings	Subordinated Notes 12.678% effective yield ^(8)(9)(10)	7/15/2027	7,000,000	4,715,290	4,664,800	0.8%
				7,000,000	4,715,290	4,664,800
Dryden 43 Senior Loan Fund, Series 2016-43A	Multi-Sector Holdings	Subordinated Notes 10.956% effective yield ^{(5)(8)(9)(10)}	7/20/2029	3,620,000	2,747,203	2,268,286	0.4%
				3,620,000	2,747,203	2,268,286
Dryden 49 Senior Loan Fund, Series 2017-49A	Multi-Sector Holdings	Subordinated Notes 9.486% effective yield ^{(5)(8)(9)(10)}	7/18/2030	17,233,288	13,515,790	11,498,222	1.9%
				17,233,288	13,515,790	11,498,222
First Boston Construction Holdings, LLC	Banking, Finance, Insurance & Real Estate	Senior secured first lien notes 12.000% ⁽⁵⁾	2/23/2023	9,217,625	9,217,625	9,217,625	1.6%
		Preferred Equity - 2,304,406 units ^(5)(11)		—	2,304,406	2,304,406	0.4%
				9,217,625	11,522,031	11,522,031
Friedrich Holdings, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	2/7/2023	10,527,100	10,527,100	10,527,100	1.8%
				10,527,100	10,527,100	10,527,100
GK Holdings, Inc.	Services: Business	Senior Secured Second Lien Term Loan LIBOR + 10.250%, 1.000% Floor ⁽⁴⁾	1/20/2022	10,000,000	10,000,000	7,048,000	1.2%
				10,000,000	10,000,000	7,048,000
Golden West Packaging Group LLC	Forest Products & Paper	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/20/2023	1,427,655	1,427,655	1,417,661	0.2%
				1,427,655	1,427,655	1,417,661
Holland Acquisition Corp.	Energy: Oil & Gas	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ^(4)(13)	5/29/2020	4,400,696	4,260,117	1,100,174	0.2%
				4,400,696	4,260,117	1,100,174
Hylan Datacom & Electrical LLC	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	7/25/2021	14,548,297	14,548,297	11,638,638	2.0%
				14,548,297	14,548,297	11,638,638
IHS Intermediate, Inc.	Services: Business	Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor ^(4)(13)	7/20/2022	25,000,000	25,000,000	1,750,000	0.3%
				25,000,000	25,000,000	1,750,000
Impact Group, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/27/2023	5,796,354	5,796,354	5,458,427	0.9%
				5,796,354	5,796,354	5,458,427

F-13

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
Interflex Acquisition Company, LLC	Containers, Packaging & Glass	Senior Secured First Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/18/2022	12,635,953	12,635,953	12,043,326	2.0%
				12,635,953	12,635,953	12,043,326
Iqor US Inc.	Services: Business	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁷⁾	4/1/2021	19,815,331	19,012,372	17,027,313	2.9%
				19,815,331	19,012,372	17,027,313
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan LIBOR + 5.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/16/2025	1,848,782	1,841,180	1,293,778	0.2%
				1,848,782	1,841,180	1,293,778
Isola USA Corp.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ^(4)(6)(13)	1/2/2023	10,237,487	7,578,468	7,187,740	1.2%
		Common Units - 10,283,782 units ^(9)(11)		—	—	—	0.0%
				10,237,487	7,578,468	7,187,740
JFL-WCS Partners, LLC	Environmental Industries	Preferred Units - 618,876 6.000%, PIK ⁽⁵⁾⁽⁹⁾		—	618,876	618,876	0.1%
		Common Units - 68,764 units ^(5)(9)(11)		—	68,764	1,461,923	0.2%
				—	687,640	2,080,799
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2024	1,802,571	1,741,353	1,757,507	0.3%
		Senior Secured Second Lien Term Loan LIBOR + 9.250%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	5/1/2025	7,000,000	6,904,682	6,869,800	1.2%
				8,802,571	8,646,035	8,627,307
L&S Plumbing Partnership, Ltd.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	2/15/2022	7,535,892	7,535,892	7,579,600	1.3%
				7,535,892	7,535,892	7,579,600
Magnetite XIX, Limited	Multi-Sector Holdings	Subordinated Notes LIBOR + 7.610%^{(4)(8)(9)(10)}	7/17/2030	2,000,000	1,874,937	1,757,368	0.3%
		Subordinated Notes 8.407% effective yield ^{(5)(8)(9)(10)}	7/17/2030	13,730,209	10,427,732	8,857,783	1.5%
				15,730,209	12,302,669	10,615,151
Manna Pro Products, LLC	Consumer Goods: Non-durable	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/8/2023	4,083,333	4,083,333	3,924,900	0.7%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	12/8/2023	829,167	829,167	796,995	0.1%
				4,912,500	4,912,500	4,721,895
Midwest Physician Administrative Services, LLC	Healthcare & Pharmaceuticals	Senior Secured Second Lien Term Loan LIBOR + 7.000%, 1.000% Floor ⁽⁷⁾	8/15/2025	1,950,000	1,881,156	1,862,250	0.3%
				1,950,000	1,881,156	1,862,250
Novetta Solutions, LLC	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor ⁽⁷⁾	10/16/2023	11,000,000	10,938,515	10,585,300	1.8%
				11,000,000	10,938,515	10,585,300
Offen Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan LIBOR + 5.000% ⁽⁴⁾⁽⁶⁾	6/21/2026	2,923,363	2,886,299	2,923,363	0.5%
				2,923,363	2,886,299	2,923,363
Path Medical, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 9.500%, 1.000% Floor, PIK ⁽⁵⁾⁽⁷⁾	10/11/2021	17,601,348	17,340,449	16,328,771	2.8%
		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(5)(6)(7)	10/11/2021	328,000	328,000	327,836	0.1%
		Warrants - 36,716 warrants^(5)(11)	1/9/2027	—	669,709	—	0.0%
				17,929,348	18,338,158	16,656,607
PetroChoice Holdings, Inc.	Chemicals, Plastics & Rubber	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	8/21/2023	9,000,000	9,000,000	8,422,200	1.5%

F-14

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
				9,000,000	9,000,000	8,422,200
Polymer Solutions Group Holdings, LLC	Chemicals, Plastics & Rubber	Senior Secured First Lien Term Loan LIBOR + 6.750%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	6/30/2021	1,090,722	1,090,722	1,083,414	0.2%
				1,090,722	1,090,722	1,083,414
Project Silverback Holdings Corp.	High Tech Industries	Senior Secured First Lien Term Loan LIBOR + 3.500%, 1.000% Floor ⁽⁴⁾	8/21/2024	4,887,500	4,338,566	4,257,990	0.7%
				4,887,500	4,338,566	4,257,990
Proppants Holdings, LLC	Energy: Oil & Gas	Common Units - 161,852 units ⁽¹¹⁾		—	874,363	809,260	0.1%
		Common Units - 161,852 units ⁽¹¹⁾		—	8,832	8,093	0.0%
				—	883,195	817,353
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 5.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/30/2023	7,969,098	7,511,671	7,450,310	1.4%
		Membership Units - 1.441 units ^(5)(11)		—	—	—	0.1%
				7,969,098	7,511,671	7,450,310
RateGain Technologies, Inc.	Hotel, Gaming & Leisure	Subordinated Notes ^(5)(11)	7/31/2020	440,050	440,050	440,050	0.1%
		Subordinated Notes ^(5)(11)	7/31/2021	476,190	476,190	476,190	0.1%
				916,240	916,240	916,240
Redwood Services Group, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/6/2023	22,837,649	22,837,649	22,791,974	3.9%
		Revolving Credit Facility LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	6/6/2023	1,150,000	1,150,000	1,148,562	0.2%
				23,987,649	23,987,649	23,940,536
Resolute Investment Managers, Inc.	Banking, Finance, Insurance & Real Estate	Senior Secured Second Lien Term Loan LIBOR + 7.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	4/30/2023	7,950,000	7,914,608	7,950,000	1.3%
				7,950,000	7,914,608	7,950,000
Rhombus Cinema Holdings, LP	Media: Diversified & Production	Preferred Equity 10.000% - 7,449 shares ⁽⁵⁾⁽⁹⁾		—	4,584,207	2,979,615	0.5%
		Common Units - 3,163 units ^(5)(8)(11)		—	3,162,793	—	0.0%
				—	7,747,000	2,979,615
SavATree, LLC	Environmental Industries	Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/2/2022	4,333,601	4,333,601	4,333,601	0.7%
				4,333,601	4,333,601	4,333,601
SFP Holding, Inc.	Construction & Building	Senior Secured First Lien Term Loan LIBOR + 6.250%, 1.000% Floor ^(5)(6)(11)	9/1/2022	9,367,373	9,367,373	9,367,373	1.6%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.250%, 1.000% Floor ^(5)(6)(11)	9/1/2022	161,625	161,625	161,625	0.0%
		Equity - 0.803% of outstanding equity ^(5)(11)		—	657,115	591,403	0.1%
				9,528,998	10,186,113	10,120,401
Shift4 Payments, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured Second Lien Term Loan LIBOR + 4.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	11/29/2024	3,491,094	3,474,373	3,502,266	0.6%
		Senior Secured Second Lien Term Loan LIBOR + 8.500%, 1.000% Floor (4)(5)	11/28/2025	9,950,000	9,875,970	9,950,000	1.7%
				13,441,094	13,350,343	13,452,266
Ship Supply Acquisition Corporation	Services: Business	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor^(4)(5)(13)	7/31/2020	21,799,085	21,427,121	—	0.0%
				21,799,085	21,427,121	—
Simplified Logistics, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ^(4)(5)(6)	2/28/2022	18,481,420	18,481,420	18,481,420	3.1%
				18,481,420	18,481,420	18,481,420
SMART Financial Operations, LLC	Retail	Preferred Equity - 1,000,000 units^(5)(9)(11)		—	1,000,000	760,000	0.1%

F-15

Table of Contents



Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value	% of Net Assets⁽³⁾
				—	1,000,000	760,000
Smile Doctors, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan LIBOR + 6.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	10/6/2022	8,250,167	8,250,167	8,078,563	1.4%
		Senior Secured First Lien Delayed Draw Term Loan LIBOR + 6.000%, 1.000% Floor ^(4)(5)(6)	10/6/2022	4,642,608	4,642,608	4,525,356	0.8%
				12,892,775	12,892,775	12,603,919
Sound Point CLO XX, Ltd.	Multi-Sector Holdings	Subordinated Notes 12.370% effective yield^{(5)(8)(9)(10)}	7/26/2031	4,489,000	3,895,539	3,736,644	0.6%
				4,489,000	3,895,539	3,736,644
Starfish Holdco, LLC	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 9.000%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	8/18/2025	4,000,000	3,957,111	3,862,000	0.7%
				4,000,000	3,957,111	3,862,000
Sungard AS New Holdings, LLC	Services: Business	Senior Secured First Lien Term Loan LIBOR + 4.000%, 1.000% Floor, 2.500% PIK ⁽⁴⁾	11/3/2022	4,994,410	4,994,410	4,078,935	0.7%
		Senior Secured First Lien Term Loan LIBOR + 7.500%, 1.000% Floor ⁽⁴⁾	2/3/2022	714,915	698,047	693,467	0.1%
		Membership units - 73,135 units ⁽¹¹⁾		—	2,163,076	2,163,041	0.4%
				5,709,325	7,855,533	6,935,443
Team Car Care, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor ⁽⁴⁾	2/23/2023	14,091,320	14,091,319	13,926,451	2.4%
				14,091,320	14,091,319	13,926,451
Techniplas, LLC	Automotive	Senior Secured First Lien Notes 10.000% ⁽⁸⁾	5/1/2020	6,000,000	6,000,000	5,137,200	0.9%
				6,000,000	6,000,000	5,137,200
Tensar Corporation	Capital Equipment	Senior Secured First Lien Term Loan LIBOR + 4.750%, 1.000% Floor, 3.000% PIK ⁽⁴⁾	7/9/2021	6,900,187	6,778,258	6,537,927	1.1%
				6,900,187	6,778,258	6,537,927
The Imagine Group LLC	Media: Advertising, Printing & Publishing	Senior Secured Second Lien Term Loan LIBOR + 8.750%, 1.000% Floor ^(5)(7)(13)	6/21/2023	8,950,000	8,623,411	1,700,500	0.3%
				8,950,000	8,623,411	1,700,500
The Octave Music Group, Inc.	Media: Diversified & Production	Senior Secured Second Lien Term Loan LIBOR + 8.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	5/27/2022	6,532,258	6,532,258	6,513,968	1.1%
				6,532,258	6,532,258	6,513,968
True Religion Apparel, Inc.	Retail	Senior Secured First Lien Term Loan 10.000%⁽¹³⁾	10/27/2022	179,896	134,083	23,386	0.0%
		Common Stock - 2,448 shares⁽¹¹⁾		—	—	—	0.0%
		Warrants - 1,122 warrants⁽¹¹⁾		—	—	—	0.0%
				179,896	134,083	23,386
Velocity Pooling Vehicle, LLC	Automotive	Senior Secured First Lien Term Loan LIBOR + 11.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	4/28/2023	794,055	747,813	704,803	0.1%
		Common units - 4,676 units ^(5)(11)		—	259,938	17,956	0.0%
		Warrants - 5,591 warrants^(5)(11)	3/30/2028	—	310,802	21,469	0.0%
				794,055	1,318,553	744,228
Vertafore, Inc.	High Tech Industries	Senior Secured Second Lien Term Loan LIBOR + 7.250%, 1.000% Floor ⁽⁵⁾⁽⁷⁾	7/2/2026	9,950,000	9,818,168	9,827,615	1.7%
				9,950,000	9,818,168	9,827,615
VOYA CLO 2016-2, LTD.	Multi-Sector Holdings	Subordinated Notes 6.704% effective yield^{(5)(8)(9)(10)}	7/19/2028	11,088,290	8,296,086	6,199,335	1.0%
				11,088,290	8,296,086	6,199,335
VOYA CLO 2015-2, LTD.	Multi-Sector Holdings	Subordinated Notes 16.348% effective yield^{(5)(8)(9)(10)}	7/19/2028	10,735,659	6,716,495	6,026,473	1.0%
				10,735,659	6,716,495	6,026,473
Walker Edison Furniture Company LLC	Consumer Goods: Durable	Senior Secured First Lien Term Loan LIBOR + 6.500%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/26/2024	14,625,000	14,625,000	14,771,250	2.5%

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Company⁽¹⁾⁽²⁾	Industry		Type of Investment	Maturity	Par Amount	Cost	Fair Value		% of Net Assets⁽³⁾
			Common units - 2,000 units ^(5)(9)(11)		—	2,000,000	4,111,210		0.7%
					14,625,000	16,625,000	18,882,460
Watermill-QMC Midco, Inc.	Automotive		Equity - 1.62% partnership interest^(5)(9)(11)		—	902,277	53,776		0.0%
					—	902,277	53,776

Total non-controlled/non-affiliated investments						$651,393,473	$567,402,503		96.0%

Controlled/affiliated investments - 18.3%		⁽¹⁴⁾
1888 Industrial Services, LLC	Energy: Oil & Gas		Revolving Credit Facility LIBOR + 5.000%, 1.000% Floor ^(4)(5)(6)	9/30/2021	1,183,094	1,183,094	1,183,094		0.2%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/30/2021	3,315,574	3,315,574	3,315,574		0.6%
			Senior Secured First Lien Term Loan LIBOR + 8.000%, 1.000% Floor, PIK ^(4)(5)(13)	9/30/2021	8,454,467	6,816,029	2,113,617		0.4%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	6/30/2021	416,940	416,940	416,940		0.1%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/19/2020	79,986	79,986	79,986		0.0%
			Senior Secured First Lien Term Loan LIBOR + 5.000%, 1.000% Floor ⁽⁴⁾⁽⁵⁾	9/19/2020	288,300	288,300	288,300		0.0%
			Units - 7,546.76 units ^(5)(11)		—	—	—		0.0%
					13,738,361	12,099,923	7,397,511
Access Media Holdings, LLC	Media: Broadcasting & Subscription		Senior Secured First Lien Term Loan 10.000% PIK^(5)(7)(13)	7/22/2020	9,005,670	7,458,342	2,251,418		0.4%
			Common Stock - 140 units ^(5)(9)(11)		—	—	—		0.0%
			Preferred Equity - 1,400,000 units ^(5)(9)(11)		—	1,400,000	—		0.0%
			Preferred Equity - 700,000 units ^(5)(9)(11)		—	700,000	—		0.0%
			Preferred Equity - 849,800 units ^{(5)(6)(9)(11)}		—	849,800	(88,200	)	0.0%
					9,005,670	10,408,142	2,163,218
Caddo Investors Holdings 1 LLC	Forest Products & Paper		Equity - 12.250% LLC Interest ^(5)(9)(15)		—	5,027,482	5,765,253		1.0%
					—	5,027,482	5,765,253
Charming Charlie LLC	Retail		Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(13)	4/24/2023	3,412,549	3,121,470	—		0.0%
			Senior Secured First Lien Term Loan LIBOR + 10.000%, 1.000% Floor ^(4)(13)	4/24/2023	4,178,224	2,737,658	—		0.0%
			Senior Secured First Lien Term Loan 20.000%	5/15/2020	150,642	150,642	112,981		0.0%
			Senior Secured First Lien Delayed Draw Term Loan 20.000% ^(7)(13)	5/15/2020	837,367	837,367	628,025		0.1%
			Common Stock - 34,923,249 shares ⁽¹¹⁾		—	—	—		0.0%
					8,578,782	6,847,137	741,006
Dynamic Energy Services International LLC	Energy: Oil & Gas		Senior Secured First Lien Term Loan 13.500% PIK^(5)(7)(13)	12/31/2021	6,089,982	4,449,025	692,431		0.1%
			Common Units - 6,500,000 units ^(5)(11)		—	—	—		0.0%
					6,089,982	4,449,025	692,431
Kemmerer Operations, LLC	Metals & Mining		Senior Secured First Lien Term Loan 15.000% PIK	6/21/2023	1,834,227	1,834,227	1,834,227		0.3%
			Senior Secured First Lien Delayed Draw Term Loan 15.000% PIK ⁽⁶⁾	6/21/2023	461,035	461,035	461,035		0.1%
			Common Units - 6.7797 units ⁽¹¹⁾		—	962,717	962,760		0.2%

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Company⁽¹⁾⁽²⁾	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value		% of Net Assets⁽³⁾
				2,295,262		3,257,979		3,258,022
MCM 500 East Pratt Holdings, LLC	Banking, Finance, Insurance & Real Estate	Equity - 5,000,000 units ^(9)(11)		—		5,000,000		7,350,000		1.2%
				—		5,000,000		7,350,000
MCM Capital Office Park Holdings LLC	Banking, Finance, Insurance & Real Estate	Equity - 7,500,000 units ^(9)(11)		—		7,500,000		11,775,000		2.0%
				—		7,500,000		11,775,000
Sierra Senior Loan Strategy JV I LLC	Multi-Sector Holdings	Equity - 87.5% ownership of SIC Senior Loan Strategy JV I LLC ^(6)(9)(15)		92,050,000		92,050,000		68,434,389		11.6%
				92,050,000		92,050,000		68,434,389
TwentyEighty, Inc.	Services: Business	Common Units - 58,098 units⁽¹¹⁾		—		—		644,597		0.1%
				—		—		644,597

Total controlled/affiliated investments						$	146,639,688	$	108,221,427	18.3%

Money Market Fund - 32.5%
State Street Institutional Liquid Reserves Fund		Money Market 1.730%⁽¹²⁾		82,288,653		82,296,916		82,296,882		13.9%
Federated Institutional Prime Obligations Fund		Money Market 1.740% ⁽¹²⁾		109,958,375		109,958,375		109,958,375		18.6%
Total money market fund				$	192,247,028	$	192,255,291	$	192,255,257	32.5%

(1)


(2)	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.


(3)	Percentage is based on net assets of $591,062,721 as of December 31, 2019.


(4)	The interest rate on these loans is subject to a base rate plus 3 Month "3M" LIBOR, which at December 31, 2019 was 1.91%. The interest rate is subject to a minimum LIBOR floor.


(5)	An affiliated fund that is managed by an affiliate of SIC Advisors LLC also holds an investment in this security.


(6)	The investment has an unfunded commitment as of December 31, 2019. For further details see Note 11. Fair value includes an analysis of the unfunded commitment.


(7)	The interest rate on these loans is subject to a base rate plus 1 Month "1M" LIBOR, which at December 31, 2019 was 1.76%. The interest rate is subject to a minimum LIBOR floor.


(8)	Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities represent a fair value of $66,981,461 or 11.3% of net assets as of December 31, 2019 and are considered restricted securities.


(9)	The investment is not a qualifying asset under Section 55 of the Investment Company Act of 1940 (the "1940 Act"). Non-qualifying assets represent 27.9% of the Company's portfolio at fair value.

(10)


(11)	Security is non-income producing.


(12)	Represents securities in Level 1 in the ASC 820 table (see Note 4).


(13)	The investment was on non-accrual status as of December 31, 2019.

(14)


(15)	As a practical expedient, the Company uses NAV to determine the fair value of this investment.

See accompanying notes to consolidated financial statements.

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SIERRA INCOME CORPORATION

Notes to Consolidated Financial Statements

March 31, 2020

(unaudited)

Note 1. Organization

Sierra Income Corporation (the “Company”) was incorporated under the general corporation laws of the State of Maryland on June 13, 2011 and formally commenced operations on April 17, 2012. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company is externally managed by SIC Advisors LLC (“SIC Advisors”), an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). SIC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc., a publicly traded asset management firm (NYSE: MDLY), which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC. The term “Medley” refers to the collective activities of Medley Capital LLC, Medley LLC, Medley Management Inc., Medley Group LLC, SIC Advisors, associated investment funds and their respective affiliates. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s fiscal year-end is December 31.

On April 17, 2012, the Company successfully reached its minimum escrow requirement and officially commenced operations by issuing 1,108,033 shares of common stock to SIC Advisors for gross proceeds of $10,000,000. On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018. The Company sold a total of 108,727,717 shares of common stock, which includes shares issued as part of the distribution reinvestment plan (see Note 13), for total gross proceeds of $1.0 billion, which includes the shares sold to SIC Advisors. The proceeds from the issuance of common stock are presented in the Company’s Consolidated Statements of Changes in Net Assets and Consolidated Statements of Cash Flows and are presented net of selling commissions and dealer manager fees.

On August 15, 2013, the Company formed Arbor Funding LLC ("Arbor"), a wholly-owned financing subsidiary.

On June 18, 2014, the Company formed Alpine Funding LLC ("Alpine"), a wholly-owned financing subsidiary.

The Company has formed and expects to continue to form certain taxable subsidiaries (the “Taxable Subsidiaries”), which are taxed as corporations for U.S. federal income tax purposes. Taxable Subsidiaries allow the Company to hold equity securities of portfolio companies organized as pass-through entities while continuing to satisfy the requirements applicable to a RIC under the Code.

The Company’s investment objective is to generate current income, and to a lesser extent, long-term capital appreciation. The Company intends to meet its investment objective by investing primarily in the debt of privately owned U.S. companies with a focus on senior secured debt, second lien debt and, to a lesser extent, subordinated debt. The Company will originate transactions sourced through SIC Advisors’ direct origination network, and also expects to acquire debt securities through the secondary market. The Company may make equity investments in companies that it believes will generate appropriate risk adjusted returns, although it does not expect such investments to be a substantial portion of the portfolio.

Agreements and Plan of Mergers

The description of the Mergers (as defined below) and the Settlement (as defined below) set forth below are as of March 31, 2020. Subsequent to such date, the Amended MCC Merger Agreement (as defined below) and the Amended MDLY Merger Agreement (as defined below) were terminated. See “Note 15. Subsequent Developments” for more information.

On August 9, 2018, the Company entered into definitive agreements to acquire Medley Capital Corporation (NYSE/TASE: MCC, MCC) and Medley Management Inc. (NYSE: MDLY, "MDLY"). Pursuant to the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MCC and the Company (the "MCC Merger Agreement"), MCC would, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the merger (the "MCC Merger"). In the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time (other than shares of MCC’s common stock held by MCC, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive 0.8050 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MCC Merger.

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would, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the merger (the “MDLY Merger” together with the MCC Merger, the "Mergers"), and MDLY’s existing asset management business would continue to operate as a wholly owned subsidiary of the Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time (other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive (i) 0.3836 shares of our common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MDLY Merger; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY's stockholders would have the right to receive certain dividends and/or other payments.

On July 29, 2019, the Company entered into amended and restated definitive agreements with MCC and MDLY. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019 (the “Amended MCC Merger Agreement”), by and between MCC and the Company, MCC will, on the terms and subject to the conditions set forth in the Amended MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the MCC Merger. In the MCC Merger, each share of MCC’s common stock, other than shares of MCC’s common stock held by MCC, the Company or their respective wholly owned subsidiaries, will be exchanged for the right to receive (i) 0.68 shares of the Company’s common stock if the attorneys’ fees of plaintiffs’ counsel and litigation expenses paid or incurred by plaintiffs’ counsel or advanced by plaintiffs in connection with the Delaware Action, as described below ( such fees and expenses, the “Plaintiff Attorney Fees”), are less than or equal to $10,000,000; (ii) 0.66 shares of the Company’s common stock if the Plaintiff Attorney Fees are equal to or greater than $15,000,000; (iii) between 0.68 and 0.66 per share of the Company’s common stock if the Plaintiff Attorney Fees are greater than $10,000,000 but less than $15,000,000, calculated on a descending basis, based on straight line interpolation between $10,000,000 and $15,000,000; or (iv) 0.66 shares of the Company’s common stock in the event that the Plaintiff’s Attorney Fees are not fully and finally determined prior to the closing of the MCC Merger (such ratio, the “MCC Merger Exchange Ratio”); provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MCC Merger. Based upon the Plaintiff Attorney Fees approved by the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) as set forth in the Order and Final Judgment entered into on December 20, 2019, as described below (the “Delaware Order and Final Judgment”), the MCC Merger Exchange Ratio will be 0.66 shares of the Company’s common stock. MCC and the Company are appealing the Delaware Order and Final Judgment with respect to the Delaware Court of Chancery’s ruling on the Plaintiff Attorney Fees. Under the Amended MCC Merger Agreement, the MCC Merger exchange ratio is not subject to adjustment based on changes in the NAV of the Company or the market price of MCC’s common stock before the MCC Merger effective time. In addition, under the Settlement, the defendant parties to the Settlement (other than MDLY) shall, among other things, deposit or cause to be deposited the Settlement Shares, the number of shares of which is to be calculated using the pro forma NAV of $6.37 per share as of June 30, 2019, and is not subject to subsequent adjustment based on changes in the NAV of the Company or the market price of MCC’s common stock before the MCC Merger effective time, provided that the MCC Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions.

Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019 (the “Amended MDLY Merger Agreement”), by and among MDLY, the Company, and Merger Sub, MDLY will, on the terms and subject to the conditions set forth in the Amended MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger. In the MDLY Merger, each share of MDLY Class A Common Stock, issued and outstanding immediately prior to the MDLY Merger effective time (other than shares of MDLY Class A Common Stock held by MDLY, the Company or their respective wholly owned subsidiaries (the “Excluded MDLY Shares”) and the Dissenting Shares (as defined in the Amended MDLY Merger Agreement), held, immediately prior to the MDLY Merger effective time, by any person other than a Medley LLC Unitholder (as defined below)), will be exchanged for (i) 0.2668 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.96 per share. In addition, in the MDLY Merger, each share of MDLY Class A Common Stock issued and outstanding immediately prior to the MDLY Merger effective time, other than the Excluded MDLY Shares and the Dissenting Shares, held, immediately prior to the MDLY Merger effective time, by holders of the issued and outstanding limited liability company interests of Medley LLC (the “Medley LLC Units” and, holders of the Medley LLC Units at any time on or after July 29, 2019, the “Medley LLC Unitholders”) will be exchanged for (i) 0.2072 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.66 per share. Under the Amended MDLY Merger Agreement, the MDLY exchange ratios and the cash consideration amount was fixed on July 29, 2019, the date of the signing of the Amended MDLY Merger Agreement. The MDLY exchange ratios and the cash consideration amount are not subject to adjustment based on changes in the net asset value of Sierra or the market price of MDLY Class A common stock before the MDLY Merger effective time, provided that the MDLY Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions.

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Pursuant to the terms of the Amended MCC Merger Agreement, the consummation of the MCC Merger is conditioned upon the satisfaction or waiver of each of the conditions to closing under the Amended MDLY Merger Agreement and the consummation of the MDLY Merger. However, pursuant to the terms of the Amended MDLY Merger Agreement, the consummation of the MDLY Merger is not contingent upon the consummation of the MCC Merger. If the Mergers are, or only the MDLY Merger is, consummated the Company’s common stock will be listed on the New York Stock Exchange under the symbol "SRA”, with such listing expected to be effective as of the closing date of the Mergers or only the MDLY Merger, as applicable. If the MCC Merger is also consummated, the Company’s common stock will be listed on the Tel Aviv Stock Exchange, with such listing expected to be effective as of the closing date of the Mergers. If both Mergers are consummated, the investment portfolios of MCC and the Company would be combined, Merger Sub, as a successor to MDLY, would be a wholly owned subsidiary of the Company (the “Combined Company”), and the Combined Company would be internally managed by MCC Advisors LLC, its wholly controlled adviser subsidiary. If only the MDLY Merger is consummated, while the investment portfolios of MCC and the Company would not be combined, the investment management function relating to the operation of the Company, as the surviving company, would still be internalized (the “Sierra/MDLY Company”) and the Sierra/MDLY Company would be managed by MCC Advisors LLC.

The Mergers are subject to approval by the stockholders of the Company, MCC, and MDLY, regulators, including the SEC, court approval of the Settlement (as described below), other customary closing conditions and third-party consents. There is no assurance that any of the foregoing conditions will be satisfied. The Company and MCC have the right to terminate the Amended MCC Merger Agreement under certain circumstances, including (subject to certain limitations set forth in the Amended MCC Merger Agreement), among others: (i) by mutual written agreement of each party; (ii) any governmental entity whose consent or approval is a condition to closing set forth in Section 8.1 of the Amended MCC Merger Agreement has denied the granting of any such consent or approval and such denial has become final and nonappealable, or any governmental entity of competent jurisdiction shall have issued a final and nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the Amended MCC Merger Agreement; (iii) the MCC Merger has not closed on or prior to March 31, 2020; or (iv) either party has failed to obtain stockholder approval or the Amended MDLY Merger Agreement has been terminated. The Company and MDLY have the right to terminate the Amended MCC Merger Agreement under certain circumstances, including (subject to certain limitations set forth in the Amended MDLY Merger Agreement), among others: (i) by mutual written agreement of each party; (ii) any governmental entity whose consent or approval is a condition to closing set forth in Section 8.1 of the Amended MDLY Merger Agreement has denied the granting of any such consent or approval and such denial has become final and nonappealable, or any governmental entity of competent jurisdiction shall have issued a final and nonappealable order, injunction or decree permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the Amended MDLY Merger Agreement; (iii) the MDLY Merger has not closed on or prior to March 31, 2020; or (iv) either party has failed to obtain stockholder approval or the Amended MCC Merger Agreement has been terminated.

Set forth below is a description of the Decision (as defined below), which should be read in the context of the impact of the Delaware Order and Final Judgment and corresponding Settlement.

On February 11, 2019, a purported stockholder class action relating to the MCC Merger was commenced in the Delaware Court of Chancery by FrontFour Capital Group LLC and FrontFour Master Fund, Ltd. (together, “FrontFour”), captioned FrontFour Capital Group LLC, et al. v. Brook Taube et al., Case No. 2019-0100 (the “Delaware Action”), against defendants Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, MDLY, the Company, MCC, MCC Advisors LLC, Medley Group LLC, and Medley LLC. The complaint, as amended on February 12, 2019, alleged that the individuals named as defendants breached their fiduciary duties to MCC’s stockholders in connection with the MCC Merger, and that MDLY, the Company, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of fiduciary duties. The complaint sought to enjoin the vote of MCC’s stockholders on the MCC Merger and enjoin enforcement of certain provisions of the MCC Merger Agreement.

The Delaware Court of Chancery held a trial on the plaintiffs’ motion for a preliminary injunction and issued a Memorandum Opinion (the “Decision”) on March 11, 2019. The Delaware Court of Chancery denied the plaintiffs’ requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by the plaintiffs in their complaint. The Delaware Court of Chancery held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected the plaintiffs’ claim that the Company aided and abetted those breaches of fiduciary duties. The Delaware Court of Chancery ordered the defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC’s stockholders on the MCC Merger until such disclosures had been made and stockholders had the opportunity to assimilate that information.

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mergers. On April 8, 2019, the Delaware Court of Chancery granted a stipulation consolidating the Delaware Action and the Altman Action, designating the amended complaint in the Delaware Action as the operative complaint, and designating the plaintiffs in the Delaware Action and their counsel the lead plaintiffs and lead plaintiffs’ counsel, respectively.

On December 20, 2019, the Delaware Court of Chancery entered into the Delaware Order and Final Judgment approving the settlement of the Delaware Action (the “Settlement”). Pursuant to the Settlement, MCC agreed to certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement, which amendments are reflected in the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement. The Settlement also provides for, if the MCC Merger is consummated, the creation of a settlement fund, consisting of $17 million in cash and $30 million of the Company’s common stock, with the number of shares of the Company’s common stock to be calculated using the pro forma NAV of $6.37 per share as of June 30, 2019, which will be distributed to eligible members of the Settlement Class (as defined in the Settlement). In addition, in connection with the Settlement, on July 29, 2019, MCC entered into a Governance Agreement with FrontFour Capital Group LLC, FrontFour Master Fund, Ltd., FrontFour Capital Corp., FrontFour Opportunity Fund, David A. Lorber, Stephen E. Loukas and Zachary R. George, pursuant to which, among other matters, FrontFour is subject to customary standstill restrictions and required to vote in favor of the MCC Merger at a meeting of stockholders to approve the Amended MCC Merger Agreement. The Settlement also provides for mutual releases between and among FrontFour and the Settlement Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the Delaware Action through September 26, 2019.

The Delaware Court of Chancery also awarded attorney’s fees as follows: (i) an award of $3,000,000 to lead plaintiffs’ counsel and $75,000 to counsel to plaintiff Stephen Altman (the “Therapeutics Fee Award”) and $420,335 of plaintiff counsel expenses payable to the lead plaintiff’s counsel, which were paid on December 23, 2019, and (ii) an award that is contingent upon the closing of the proposed merger transactions (the “Contingent Fee Award”), consisting of:


a,	$100,000 for the agreement by the Company’s board of directors to appoint one independent director of MCC who will be selected by the independent directors of the Company on the board of directors of the post-merger company upon the closing of the Mergers; and


b.	the amount calculated by solving for A in the following formula:

Award[A]=(Monetary Fund[M]+Award[A]-Look Through[L])*Percentage[P]

Whereas


A	shall be the amount of the Additional Fee (excluding the $100,000 award for the agreement by the Company’s board of directors to appoint one independent director of MCC who will be selected by the independent directors of the Company on the board of directors of the post-merger company upon the closing of the Mergers);


M	shall be the sum of (i) the $17 million cash component of the Settlement Fund and (ii) the value of the post-merger company stock component of the Settlement Fund, which shall be calculated as the product of the VPS (as defined below) and 4,709,576.14 (the number of shares of post-merger company’s stock comprising the stock component of the net settlement amount);


L	shall be the amount representing the estimated value of the decrease in shares to be received by eligible class members arising by operation of the change in the “Exchange Ratio” under the Amended MCC Merger Agreement, calculated as follows:

L = ((ES * 68%) - (ES * 66%)) * VPS

Where:

ES shall be the number of eligible shares;


VPS	shall be the pro forma NAV per share of the post-merger company’s common stock as of the closing as reported in the public disclosure filed nearest in time and after the closing (the “Closing NAV Disclosure”); and

P shall equal 0.26

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The Contingent Fee Award is contingent upon the closing of the MCC Merger. Payment of the Contingent Fee Award will be made in two stages. First, within five (5) business days of the establishment of the Settlement Fund, MCC or its successor shall (i) pay the plaintiffs’ counsel an estimate of the Contingent Fee Award (the “Additional Fee Estimate”), less twenty (20) percent (the “Additional Fee Estimate Payment”), and (ii) deposit the remaining twenty (20) percent of the Additional Fee Estimate into escrow (the “Escrowed Fee”). For purposes of calculating such estimate, MCC or its successor shall use the formula set above, except that VPS shall equal the pro forma NAV of the post-merger company’s common stock as reported in the public disclosure filed nearest in time and prior to the closing (the “Closing NAV Estimate”).

Second, within five (5) business days of the Closing NAV Disclosure (as defined in the Order and Final Judgment), (i) if the Additional Fee is greater than the Additional Fee Estimate Payment, an amount of the Escrowed Fee shall be released to plaintiffs’ counsel such that the total payments made to plaintiffs’ counsel equal the Additional Fee and the remainder of the Escrowed Fee, if any, shall be released to MCC or its successor, (ii) if the Additional Fee is less than the Additional Fee Estimate Payment, plaintiffs’ counsel shall return to MCC or its successor the difference between the Additional Fee Estimate and the Additional Fee and the Escrowed Fee shall be released to MCC or its successor, or (iii) if the Additional Fee is equal to the Additional Fee Estimate Payment, the Escrowed Fee shall be released to MCC or its successor.

On January 17, 2020, MCC and the Company filed a notice of appeal with the Delaware Supreme Court from those provisions of the Order and Final Judgment with respect to the Contingent Fee Award.

Note 2. Significant Accounting Policies

Basis of Presentation

The Company follows the accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946 - Financial Services, Investment Companies ("ASC 946"). The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles ("GAAP") and include the accounts of the Company and its wholly-owned subsidiaries, Alpine, Arbor, and the Taxable Subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All references made to the "Company," "we," and "us" herein include Sierra Income Corporation and its consolidated subsidiaries, except as stated otherwise. Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited interim financial results contain all adjustments and reclassifications, which are of a normal recurring nature, that are necessary for the fair presentation of financial statements for the periods presented. Therefore, this Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 20, 2020. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2020.

Cash and Cash Equivalents

The Company considers cash equivalents to be highly liquid investments or investments with original maturities of three months or less. Cash and cash equivalents include deposits in money market mutual funds. The Company deposits its cash in major U.S. financial institutions which, at times, may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Offering Costs

Offering costs incurred directly by the Company are expensed in the period incurred.

Use of Estimates in the Preparation of Financial Statements

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Deferred Financing Costs

Financing costs, incurred in connection with the Company’s credit facilities (see Note 6), are deferred and amortized over the life of each corresponding facility.

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Deferred Transaction Costs

Transaction costs, incurred in connection with the Mergers by and among the Company, MCC, MDLY and Merger Sub (see Note 1), are deferred until the closing or termination of the Mergers. On May 1, 2020, the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement were terminated. See “Note 15. Subsequent Developments” for more information.

Indemnification

In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company has had no claims or payments pursuant to such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.

Revenue Recognition

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. The Company records amortized or accreted discounts or premiums as interest income using the effective interest method. Dividend income, which represents dividends from equity investments and distributions from subsidiaries, if any, is recognized on an accrual basis to the extent that the Company expects to collect such amount.

Fee income associated with investments in portfolio companies is recognized as income in the period that the Company becomes entitled to such fees. Other fees related to loan administration requirements are capitalized as deferred revenue and recorded into income over the respective period.

Prepayment penalties received by the Company for debt instruments paid back to the Company prior to the maturity date are recorded as income upon receipt.

The Company holds debt investments that contain a payment-in-kind (PIK) interest provision. PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is recorded on an accrual basis to the extent such amounts are expected to be collected. PIK interest is not accrued if the Company does not expect the issuer to be able to pay all principal and interest when due. For the three months ended March 31, 2020 and 2019, the Company earned PIK interest of $651,808 and $1,091,158, respectively.

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. For the three months ended March 31, 2020 the Company did not recognized any realized gains or losses on investments related to non-cash restructuring transactions. For the three months ended March 31, 2019, the Company recognized realized losses on investments of $5,388,280, related to certain non-cash restructuring transactions, which are recorded on the Consolidated Statements of Operations as a component of net realized gain/(loss) from non-controlled/non-affiliated investments and/or net realized gain/(loss) from controlled/affiliated investments. The Company reports changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation/(depreciation) on investments in the Consolidated Statements of Operations. For total return swap transactions (see Note 5), periodic payments are received or made at the end of each settlement period, but prior to settlement are recorded as realized gains or losses on total return swap in the Consolidated Statements of Operations.

Management reviews all loans that become 90 days or more past due on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on management's designation of non-accrual status. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Loans on non-accrual status are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although the Company may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2020, certain investments in sixteen portfolio companies were on non-accrual status with a combined cost of $140,738,101, or 17.3% of the cost of the Company's portfolio, and a combined fair value of $32,030,369, or 5.6% of the fair value of the Company's portfolio. As of March 31, 2020, certain investments in two portfolio companies were on partial non-accrual status with a combined cost of $18,617,271, or 2.3% of the cost of the Company's portfolio, and a combined fair value of $17,420,745, or 3.1% of the fair value of the Company's portfolio. As of December 31, 2019, ten portfolio companies were on non-accrual status with a combined cost of $92,443,091, or 11.6% of the cost of the Company's portfolio, and a combined fair value of $17,447,291, or 2.6% of the fair value of the Company's portfolio.

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Interest income from investments in the “equity” class of a collateralized loan obligation ("CLO") security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, the Company would be deemed to “control” a portfolio company if it owns more than 25% of its outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company. The Company refers to such investments in portfolio companies that it “controls” as “Controlled Investments.” Under the 1940 Act, the Company would be deemed to be an “Affiliated Person” of a portfolio company if it owns at least 5%, but no more than 25%, of the portfolio company’s outstanding voting securities or if it is under common control with such portfolio company. The Company refers to such investments in Affiliated Persons as “Affiliated Investments.”

Valuation of Investments

The Company applies fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as discussed in Note 4. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

Investments for which market quotations are readily available are valued at such market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. The Company weighs the use of third-party broker quotations, if any, in determining fair value based on management's understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by the Company’s board of directors based upon input from management and third party valuation firms. Because these investments are illiquid and there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and consistently applied across all loans and through time.

Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value ("NAV") supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the "practical expedient", as defined by ASC 820. NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment company's underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum.

The methodologies utilized by the Company in estimating the fair value of its investments categorized as Level 3 generally fall into the following two categories:


•	The “Market Approach” uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a group of assets and liabilities, such as a business.


•	The “Income Approach” converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted) amount. When the Income Approach is used, the fair value measurement reflects current market expectations about those future amounts.

The Company uses third-party valuation firms to assist the board of directors in the valuation of its portfolio investments. The valuation reports generated by the third-party valuation firms consider the evaluation of financing and sale transactions with third parties, expected cash flows and market based information, including comparable transactions, performance multiples, and movement in yields of debt instruments, among other factors. Based on market data obtained from the third-party valuation firms, the Company

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uses a combined market yield analysis and an enterprise model of valuation. In applying the market yield analysis, the value of the Company’s loans is determined based upon inputs such as the coupon rate, current market yield, interest rate spreads of similar securities, the stated value of the loan, and the length to maturity. In applying the enterprise model, the Company uses a waterfall analysis which takes into account the specific capital structure of the borrower and the related seniority of the instruments within the borrower’s capital structure into consideration. To estimate the enterprise value of the portfolio company, the Company weighs some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value.

The methodologies and information that the Company utilizes when applying the Market Approach for performing investments includes, among other things:


•	valuations of comparable public companies (“Guideline Comparable Approach”);


•	recent sales of private and public comparable companies (“Guideline Comparable Approach”);


•	recent acquisition prices of the company, debt securities or equity securities (“Recent Arms-length Transaction”);


•	external valuations of the portfolio company, offers from third parties to buy the company (“Estimated Sales Proceeds Approach”);


•	subsequent sales made by the company of its investments (“Expected Sales Proceeds Approach”); and


•	estimating the value to potential buyers.

The methodologies and information that the Company utilizes when applying the Income Approach for performing investments includes:


•	discounting the forecasted cash flows of the portfolio company or securities (“Discounted Cash Flow” or “DCF” Approach); and


•	Black-Scholes model or simulation models or a combination thereof (Income Approach – Option Model) with respect to the valuation of warrants.

For non-performing investments, the Company may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model. The Company may estimate the fair value of warrants based on a model such as the Black-Scholes model or simulation models or a combination thereof.

Over-the-counter derivative contracts, such as total return swaps (see Note 5), are fair valued using models that measure the change in fair value of reference assets underlying the swaps offset against any fees payable to the swap counterparty. The fair values of the reference assets underlying the swaps are determined using similar methods as described above for debt and equity investments where the Company also invests directly in such assets.

The Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:


•	the quarterly valuation process begins with each portfolio investment being initially valued by the Company's valuation professionals;


•	preliminary valuation conclusions are then documented and discussed with senior management; and

•

an independent valuation firm engaged by the Company’s board of directors prepares an independent valuation report for approximately one-third of the portfolio investments each quarter on a rotating quarterly basis on non-fiscal year-end quarters, such that each of these investments will be valued by an independent valuation firm at least twice per annum when combined with the fiscal year-end review of all the investments by independent valuation firms.

In addition, all of the Company’s investments are subject to the following valuation process:


•	management reviews preliminary valuations and its own independent assessment;


•	the independent audit committee of the Company’s board of directors reviews the preliminary valuations of senior management and independent valuation firms; and


•	the Company’s board of directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the input of SIC Advisors, the respective independent valuation firms and the audit committee.

The Company’s investments in subordinated notes are carried at fair value, which is based on a discounted cash flow model. The discounted cash flow model models both the underlying collateral (assets) and the liabilities of the CLO capital structure. The

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discounted cash flow model uses a set of assumptions including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated cash flows of the assets. The discounted cash flow model distributes the asset cash flows to the liability structure based on the payment priorities and discounts them back using appropriate market discount rates based on discount rates for comparable CLOs. The assumptions are based on available market data as well as management estimates. Additional data is used to validate the results from the discounted cash flow method, such as analysis of relevant data observed in the CLO market, review of quotes, where available, recent acquisitions and observable transactions in the subordinated notes, among other factors.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Fair Value of Financial Instruments

The carrying amounts of certain of the Company’s financial instruments, including cash and accounts payable and accrued expenses, approximate fair value due to their short-term nature. The carrying amounts and fair values of the Company’s long-term obligations are discussed in Note 4.

U.S. Federal Income Taxes

The Company has elected, and intends to qualify annually, to be treated as a RIC under Subchapter M of the Code. In order to continue to qualify as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute to its stockholders at least 90% of the sum of its investment company taxable income ("ICTI") including PIK, as defined by the Code, and net tax-exempt interest income (which is the excess of the Company’s gross tax-exempt interest income over certain disallowed deductions) for each taxable year in order to be eligible for tax treatment under Subchapter M of the Code. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year dividend distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

The Company will be subject to a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least 98% of its ordinary income in any calendar year and 98.2% of its capital gain net income for each one-year period ending on October 31 of such calendar year. To the extent the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.

For the year ended December 31, 2019, the Company distributed at least 98% of its ordinary income and 98.2% of its capital gains, and as such, there was no excise tax accrual or expense recorded.

The Taxable Subsidiaries accrue income taxes payable based on the applicable corporate rates on the unrealized gains generated by the investments held by the Taxable Subsidiaries. As of March 31, 2020, the Company did not record a deferred tax liability. As of December 31, 2019, the Company recorded a deferred tax liability of $240,935 on the Consolidated Statements of Assets and Liabilities. The change in deferred tax liabilities is included as a component of net realized and unrealized gain/(loss) on investments on the Consolidated Statements of Operations.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount ("OID"), the Company must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year. The Company may also have to include in ICTI other amounts that it has not yet received in cash, such as PIK interest income. Because any OID or other amounts accrued will be included in the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

Although the Company files federal and state tax returns, the Company's major tax jurisdiction is the United States federal jurisdiction. The Company’s federal and state tax returns for the prior three fiscal years remain open, subject to examination by the Internal Revenue Service.

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The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC 740”). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. There were no interest or penalties due to material uncertain income tax positions at March 31, 2020 and 2019.

The following table reflects, for U.S. federal income tax purposes, the sources of the cash distributions that the Company has paid on its common stock for the three months ended March 31, 2020 and 2019:



	Three Months Ended March 31, 2020				Three Months Ended March 31, 2019
Source of Distribution	Distribution Amount		Percentage		Distribution Amount		Percentage
Ordinary income	$	10,691,828	100.0	%	$	15,814,922	100.0	%
Net realized gain	—		—		—		—
Return of capital	—		—		—		—
Distributions on a tax basis	$	10,691,828	100.0	%	$	15,814,922	100.0	%

As of March 31, 2020, for federal income tax purposes, the aggregate gross unrealized appreciation and the aggregate gross unrealized depreciation are $12,019,402 and $252,054,921, respectively. As of March 31, 2020, net unrealized depreciation is $240,035,519 based on a tax basis cost of $808,316,854.

As of March 31, 2019, for federal income tax purposes, the aggregate gross unrealized appreciation and the aggregate gross unrealized depreciation were $36,889,801 and $104,724,551, respectively. As of March 31, 2019, net unrealized depreciation was $67,834,750 based on a tax basis cost of $958,075,096.

Segments

The Company invests in various industries. The Company separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships has similar business and economic characteristics, they have been aggregated into a single investment segment.

Company Investment Risk, Concentration of Credit Risk, and Liquidity Risk

SIC Advisors has broad discretion in making investments for the Company. Investments generally consist of debt instruments that may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Company’s activities and the value of its investments. In addition, the value of the Company’s portfolio may fluctuate as the general level of interest rates fluctuates.

The value of the Company’s investments in loans and bonds may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as the Company’s borrowers, and those for which market yields are observable, increase materially.

The Company’s assets may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. After evaluating ASU 2018-13, the Company found

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no material changes to its fair value disclosures in the notes to the consolidated financial statements were necessary to comply with the pronouncement.

In March 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional exceptions for applying

GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are

met. ASU 2020-04 is elective and is effective on March 12, 2020 through December 31, 2022. The Company expects that the adoption

of this guidance will not have a material impact on its consolidated financial statements.

Note 3. Investments

The following table shows the amortized cost and the fair value of the Company’s portfolio investments as of March 31, 2020:



	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	405,261,570	49.8	%	$	314,110,335	55.3	%
Senior secured second lien term loans	150,564,139		18.6		100,382,115		17.7
Senior secured first lien notes	14,470,250		1.8		8,670,253		1.5
Subordinated notes	68,957,826		8.5		42,193,531		7.4
Sierra Senior Loan Strategy JV I LLC	92,050,000		11.4		42,474,224		7.5
Equity/warrants	79,910,097		9.9		60,450,877		10.6
Total	$	811,213,882	100.0	%	$	568,281,335	100.0	%

The following table shows the amortized cost and the fair value of the Company’s portfolio investments as of December 31, 2019:



	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	382,580,269	48.0	%	$	328,816,197	48.7	%
Senior secured second lien term loans	157,794,323		19.8		122,817,885		18.2
Senior secured first lien notes	15,217,625		1.9		14,354,825		2.1
Subordinated notes	70,422,851		8.8		63,021,420		9.3
Sierra Senior Loan Strategy JV I LLC	92,050,000		11.5		68,434,389		10.1
Equity/warrants	79,968,093		10.0		78,179,214		11.6
Total	$	798,033,161	100.0	%	$	675,623,930	100.0	%

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The following table shows the composition of the Company’s portfolio investments by industry classification at amortized cost and fair value as of March 31, 2020:



Industry Classification	Amortized Cost		Percentage		Fair Value		Percentage
Multi-Sector Holdings	$	159,846,834	19.7	%	$	83,712,377	14.8	%
High Tech Industries	89,347,936		11.0	%	77,571,982		13.7	%
Services: Business	136,202,682		16.8	%	70,329,674		12.4	%
Healthcare & Pharmaceuticals	63,422,521		7.8	%	56,523,542		9.9	%
Banking, Finance, Insurance & Real Estate	44,350,319		5.5	%	49,756,783		8.8	%
Construction & Building	40,149,275		5.0	%	34,486,687		6.1	%
Aerospace & Defense	34,877,290		4.3	%	31,719,245		5.6	%
Wholesale	34,494,761		4.3	%	23,962,090		4.2	%
Consumer Goods: Durable	21,676,250		2.7	%	22,315,069		3.9	%
Automotive	28,785,016		3.6	%	21,329,952		3.8	%
Containers, Packaging & Glass	16,082,517		2.0	%	14,996,190		2.6	%
Hotel, Gaming & Leisure	21,245,481		2.6	%	14,815,486		2.6	%
Transportation: Cargo	12,522,056		1.5	%	12,072,031		2.1	%
Chemicals, Plastics & Rubber	10,067,823		1.2	%	8,050,693		1.4	%
Media: Diversified & Production	15,681,316		1.9	%	7,249,847		1.3	%
Forest Products & Paper	6,444,869		0.8	%	7,030,225		1.2	%
Transportation: Consumer	7,160,618		0.9	%	6,385,679		1.1	%
Environmental Industries	5,084,414		0.6	%	6,068,303		1.1	%
Capital Equipment	6,795,515		0.8	%	5,766,486		1.0	%
Consumer Goods: Non-durable	4,900,000		0.6	%	4,477,130		0.8	%
Metals & Mining	3,345,008		0.4	%	3,345,051		0.6	%
Energy: Oil & Gas	21,720,178		2.7	%	3,112,240		0.5	%
Media: Broadcasting & Subscription	10,408,142		1.3	%	1,297,085		0.2	%
Media: Advertising, Printing & Publishing	8,381,703		1.0	%	1,118,750		0.2	%
Retail	8,221,358		1.0	%	788,738		0.1	%
Total	$	811,213,882	100.0	%	$	568,281,335	100.0	%

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The following table shows the composition of the Company’s portfolio investments by industry classification at amortized cost and fair value as of December 31, 2019:



Industry Classification	Amortized Cost		Percentage		Fair Value		Percentage
Multi-Sector Holdings	$	161,308,341	20.2	%	$	130,278,650	19.2	%
High Tech Industries	86,735,849		10.8		81,531,661		12.1
Services: Business	131,560,449		16.5		81,285,736		12.0
Healthcare & Pharmaceuticals	59,511,718		7.5		57,374,851		8.5
Banking, Finance, Insurance & Real Estate	45,286,982		5.7		52,049,297		7.7
Construction & Building	42,797,402		5.4		39,865,739		5.9
Wholesale	34,519,910		4.3		35,186,289		5.2
Aerospace & Defense	34,876,226		4.4		34,475,020		5.1
Consumer Goods: Durable	21,962,500		2.8		24,214,089		3.6
Hotel, Gaming & Leisure	21,373,829		2.7		21,365,163		3.2
Automotive	22,312,149		2.8		19,861,655		2.9
Containers, Packaging & Glass	16,263,768		2.0		15,655,179		2.3
Transportation: Cargo	12,734,167		1.6		12,771,231		1.9
Energy: Oil & Gas	21,692,260		2.7		10,007,469		1.5
Chemicals, Plastics & Rubber	10,090,722		1.3		9,505,614		1.4
Media: Diversified & Production	14,279,258		1.8		9,493,583		1.4
Forest Products & Paper	6,455,137		0.8		7,182,914		1.1
Transportation: Consumer	6,966,133		0.9		6,877,180		1.0
Capital Equipment	6,778,258		0.8		6,537,927		1.0
Environmental Industries	5,021,241		0.6		6,414,400		0.9
Consumer Goods: Non-durable	4,912,500		0.6		4,721,895		0.7
Metals & Mining	3,257,979		0.4		3,258,022		0.5
Media: Broadcasting & Subscription	10,408,142		1.3		2,163,218		0.3
Retail	8,304,830		1.0		1,846,648		0.3
Media: Advertising, Printing & Publishing	8,623,411		1.1		1,700,500		0.3
Total	$	798,033,161	100.0	%	$	675,623,930	100.0	%

The following table shows the composition of the Company’s portfolio investments by geography classification at fair value as of March 31, 2020 and December 31, 2019:



	March 31, 2020				December 31, 2019
Geography	Fair Value		Percentage		Fair Value		Percentage
United States	$	527,043,182	92.7	%	$	613,779,669	90.8	%
Cayman Islands	41,238,153		7.3		61,844,261		9.2
Total	$	568,281,335	100.0	%	$	675,623,930	100.0	%

Transactions with Controlled/Affiliated Companies

During the three months ended March 31, 2020 and 2019, the Company had investments in portfolio companies designated as controlled/affiliated investments under the 1940 Act. Transactions with controlled/affiliated investments were as follows:

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Name of Investment⁽³⁾	Type of Investment	Fair Value at December 31, 2019			Purchases/ (Sales) of Investments			Transfers In/(Out) of Investments		Net change in unrealized appreciation/ (depreciation)			Realized Gain/(Loss)		Fair Value at March 31, 2020			Income Earned
1888 Industrial Services, LLC	Revolving Credit Facility	$	1,183,094		$	21,453		$	—	$	—		$	—	$	1,204,547		$	21,237
	Senior Secured First Lien Term Loan	3,315,574			—			—		(3,315,574		)	—		—			58,168
	Senior Secured First Lien Term Loan	2,113,617			—			—		(2,113,617		)	—		—			—
	Senior Secured First Lien Term Loan	416,940			—			—		(310,875		)	—		106,065			7,315
	Senior Secured First Lien Term Loan	79,986			1,404			—		—			—		81,390			1,403
	Senior Secured First Lien Term Loan	288,300			5,061			—		—			—		293,361			5,058
	Membership Units	—			—			—		—			—		—			—
Access Media Holdings, LLC	Senior Secured First Lien Term Loan	2,251,418			—			—		(866,133		)	—		1,385,285			—
	Common Stock	—			—			—		—			—		—			—
	Preferred Equity	—			—			—		—			—		—			—
	Preferred Equity	—			—			—		—			—		—			—
	Preferred Equity	(88,200		)	—			—		—			—		(88,200		)	—
Caddo Investors Holdings 1 LLC	Equity	5,765,253			—			—		(49,087		)	—		5,716,166			—
Charming Charlie LLC	Senior Secured First Lien Term Loan	—			—			—		—			—		—			—
	Senior Secured First Lien Term Loan	—			—			—		—			—		—			—
	Senior Secured First Lien Term Loan	112,981			(12,125		)	—		(29,575		)	—		71,281			6,437
	Senior Secured First Lien Term Loan	628,025			(67,400		)	—		(164,400		)	—		396,225			—
	Common Stock	—			—			—		—			—		—			—
Dynamic Energy Services International LLC	Revolving Credit Facility	—			—			—		—			—		—			—
	Senior Secured First Lien Term Loan	692,431			—			—		(249,362		)	—		443,069			—
	Equity	—			—			—		—			—		—			—
Kemmerer Operations, LLC	Senior Secured First Lien Term Loan	461,035			17,481			—		—			—		478,516			17,488
	Senior Secured First Lien Delayed Draw Term Loan	1,834,227			69,548			—		—			—		1,903,775			69,577
	Equity	962,760			—			—		—			—		962,760			—
MCM 500 East Pratt Holdings, LLC	Equity	7,350,000			—			—		—			—		7,350,000			94,677
MCM Capital Office Park Holdings LLC	Equity	11,775,000			—			—		1,725,000			—		13,500,000			279,480
Sierra Senior Loan Strategy JV I LLC⁽²⁾	Equity	68,434,389			—			—		(25,960,165		)	—		42,474,224			1,400,000
TwentyEighty, Inc.	Common Units	644,597			(232,393		)	—		(190,851		)	232,392		453,745			—
Total		$	108,221,427		$	(196,971	)	$	—	$	(31,524,640	)	$	232,392	$	76,732,209		$	1,960,840

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Name of Investment⁽³⁾	Type of Investment	Fair Value at December 31, 2018			Purchases/ (Sales) of Investments			Transfers In/(Out) of Investments		Net change in unrealized appreciation/ (depreciation)			Realized Gain/(Loss)			Fair Value at March 31, 2019			Income Earned
1888 Industrial Services, LLC	Revolving Credit Facility	$	943,344		$	125,780		$	—	$	—		$	—		$	1,069,124		$	19,424
	Senior Secured First Lien Term Loan	3,144,481			—			—		—			—			3,144,481			61,290
	Senior Secured First Lien Term Loan	6,005,623			59,895			—		(1,471,420		)	—			4,594,098			—
	Membership Units	—			—			—		—			—			—			—
Access Media Holdings, LLC	Senior Secured First Lien Term Loan	5,141,747			—			—		(447,096		)	—			4,694,651			—
	Common Stock	—			—			—		—			—			—			—
	Preferred Equity	—			—			—		—			—			—			—
	Preferred Equity	—			—			—		—			—			—			—
	Preferred Equity	(88,200		)	—			—		—			—			(88,200		)	—
Caddo Investors Holdings 1 LLC	Equity	5,186,935			—			—		171,140			—			5,358,075			—
Capstone Nutrition, Inc.	Senior Secured First Lien Term Loan	9,524,176								(2,218,617		)	—			7,305,559			—
	Senior Secured First Lien Delayed Draw Term Loan	4,282,981			—			—		(997,703		)	—			3,285,278			—
	Senior Secured First Lien Incremental Delayed Draw Term Loan	1,745,510			1,049,770			—		—			—			2,795,280			106,573
	Common Stock	—			—			—		—			—			—			—
	Common Stock	—			—			—		—			—			—			—
	Common Stock	—			—			—		—			—			—			—
Charming Charlie LLC	Senior Secured First Lien Term Loan	3,121,470			—			—		(849,451		)	—			2,272,019			—
	Senior Secured First Lien Term Loan	1,515,547			50,681			—		(1,566,228		)	—			—			—
	Senior Secured First Lien Term Loan	182,617			—			—		—			—			182,617			9,131
	Senior Secured First Lien Term Loan	—			—			—		—			—			—			3,119
	Common Stock	—			—			—		—			—			—			11,849
Dynamic Energy Services International LLC	Revolving Credit Facility	—			757,459			246,677								1,004,136			20,024
	Senior Secured First Lien Term Loan	—			—			9,828,831		(3,823,676		)	(5,379,805		)	625,350			—
	Equity	—			—			—		—			—			—			—
MCM 500 East Pratt Holdings, LLC	Equity	5,000,000			—			—		—			—			5,000,000			—
MCM Capital Office Park Holdings LLC	Equity	12,499,125			—			—		(1,661,625		)	—			10,837,500			—
Medley Chiller Holdings LLC	Equity	9,098,157			2,125,000			—		14,658,153			—			25,881,310			—
Nomida LLC⁽¹⁾	Equity	989,820			—			—		—			—			989,820			—
Sierra Senior Loan Strategy JV I LLC⁽²⁾	Equity	82,515,860			—			—		(1,756,756		)	—			80,759,104			2,012,500
TwentyEighty, Inc.	Senior Secured First Lien Term Loan	6,975,035			68,200			—		(35,216		)	—			7,008,019			141,073
	Senior Secured First Lien Term Loan	6,497,461			198,099			—		100,706			—			6,796,266			150,573
	Senior Secured First Lien Term Loan	319,870			(37,030		)	—		2,879			181			285,900			8,690
	Senior Secured First Lien Term Loan	—			—			—		—			—			—			587
	Equity	404,943			—			—		3,059,441			—			3,464,384			—
Total		$	165,006,502		$	4,397,854		$	10,075,508	$	3,164,531		$	(5,379,624	)	$	177,264,771		$	2,544,833

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(1)

Nomida, LLC ("Nomida") is a non-public real estate investment formed by the Company to purchase and develop a residential property. The Company is the sole equity shareholder of Nomida and has provided 100% of the debt financing to the entity. The Company is Nomida’s sole member responsible for Nomida’s daily operations. In addition, the Chief Financial Officer and Secretary of the Company also serves as President of Nomida. The assets of Nomida are comprised of a residential development property in the city of Chicago, IL and the proceeds of the loan from the Company; the liabilities of Nomida consist of the loan payable to the Company. As of March 31, 2020, the loan payable has been fully paid off.

(2)

The Company and Great American Life Insurance Company ("GALIC") are the members of Sierra Senior Loan Strategy JV I LLC ("Sierra JV"), a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of an equal number of members appointed by each of the Company and GALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and GALIC. Because management of Sierra JV is shared equally between the Company and GALIC, the Company does not have operational control over the Sierra JV for purposes of the 1940 Act or otherwise.


(3)	The par amount and additional detail are shown in the consolidated schedule of investments

Purchases/(sales) of investments in controlled/affiliated investments are included in the purchases and sales presented on the Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019. Transfers in/(out) of controlled/affiliated represents the fair value for the month an investment became or was removed as a controlled/affiliates investment. Income received from controlled/affiliated investments is included in total investment income on the Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019.

In connection with certain of the Company’s investments, the Company receives warrants that are obtained for the objective of increasing the total investment returns and are not held for hedging purposes. As of March 31, 2020 and December 31, 2019, the total fair value of warrants were $0 and $21,469, respectively, and were included in investments at fair value on the Consolidated Statements of Assets and Liabilities. Total realized and change in unrealized gains (losses) related to warrants for the three months ended March 31, 2020 and 2019 were $(21,469) and $173, respectively, and were recorded on the Consolidated Statements of Operations in those accounts. The Company receives warrants in connection with individual investments and are not subject to master netting arrangements.

As of March 31, 2020, the Company held loans it has made directly to 64 investee companies with aggregate principal amounts of $657.7 million. As of December 31, 2019, the Company held loans it has made directly to 62 investee companies with aggregate principal amounts of $643.5 million. During the three months ended March 31, 2020 and 2019, the Company made 12 and 28 loans to investee companies, respectively, with aggregate principal amounts of $35.1 million and $67.9 million, respectively. The details of the Company’s loans have been disclosed on the consolidated schedule of investments as well as in Note 4.

In addition to the loans that the Company has provided, the Company has unfunded commitments to provide additional financings through undrawn term loans or revolving lines of credit. The details of such arrangements are disclosed in Note 11.

Sierra Senior Loan Strategy JV I LLC

On March 27, 2015, the Company and GALIC entered into a limited liability company operating agreement to co-manage Sierra JV. All portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV's board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by GALIC. The Company has concluded that it does not operationally control Sierra JV. As the Company does not operationally control Sierra JV, it does not consolidate the operations of Sierra JV within the consolidated financial statements. As a practical expedient, the Company uses NAV to determine the fair value of its investment in Sierra JV; therefore, this investment has been presented as a reconciling item within the fair value hierarchy (see Note 4).

As of March 31, 2020 and December 31, 2019, Sierra JV had total capital commitments of $116 million, with the Company providing $101.5 million and GALIC providing $14.5 million. Approximately $105.2 million was funded as of March 31, 2020 and December 31, 2019, relating to these commitments, of which $92.1 million was from the Company. The Company does not have the right to withdraw any of their respective capital commitment, unless in connection with a transfer of its membership interests. The Company may transfer full membership interests as long as it is approved by all members and transferred in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, or applicable state securities laws.

At March 31, 2020 and December 31, 2019, Sierra JV had a $250 million senior secured revolving credit facility (the "JV Facility") with Deutsche Bank, AG, New York Branch ("DB"). On March 29, 2019, Sierra JV amended the Credit Facility and extended the reinvestment period. On March 29, 2019, the JV Facility reinvestment period was extended from March 30, 2019 to June 28, 2019. On June 28, 2019, the JV Facility reinvestment period was further extended from June 28, 2019 to October 28, 2019. On October 28, 2019, the JV Facility reinvestment period was further extended from October 28, 2019 to March 31, 2020 and the interest rate was modified from bearing an interest rate of LIBOR (with a 0.00% floor) + 2.50% per annum to LIBOR (with a 0.00% floor) +

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2.75% per annum. On March 31, 2020, the JV Facility reinvestment period was further extended from March 31, 2020 to April 30, 2020. On April 30, 2020, the JV Facility reinvestment period was further extended from April 30, 2020 to July 31, 2020. Effective as of April 30, 2020, the maturity date was extended to July 31, 2023.The JV Facility is secured substantially by all of Sierra JV's assets, subject certain exclusions set forth in the Credit Facility. As of March 31, 2020 and December 31, 2019, there was $204.9 million outstanding under the JV Facility.

The following table shows a summary of Sierra JV's portfolio as of March 31, 2020 and December 31, 2019:



	March 31, 2020			December 31, 2019
	(unaudited)
Senior secured loans⁽¹⁾	$	258,055,426		$	255,853,296
Weighted average current interest rate on senior secured loans⁽²⁾	6.28		%	6.86		%
Number of borrowers in the Sierra JV	60			60
Investments at fair value	$	212,132,017		$	238,316,936
Largest loan to a single borrower⁽¹⁾	$	10,769,072		$	10,826,856
Total of five largest loans to borrowers⁽¹⁾	$	43,203,189		$	43,344,178


(1)	At par value.


(2)	Computed as the (a) annual stated interest rate on accruing senior secured loans, divided by (b) total senior secured loans at principal amount.

The following is a listing of the individual investments in Sierra JV's portfolio as of March 31, 2020 (unaudited):



Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
4Over International, LLC	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽¹⁾	6/7/2022	$	10,769,072	$	10,769,072	$	9,939,854
Acrisure, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽¹⁾	2/15/2027	4,352,698		4,353,249		3,692,829
Callaway Golf Company	Consumer Goods: Durable	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	1/4/2026	2,759,312		2,715,180		2,450,270
Cambrex Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	12/4/2026	3,990,000		3,913,763		3,686,361
Cardenas Markets LLC	Retail	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽¹⁾	11/29/2023	6,288,750		6,255,830		5,845,393
CHA Consulting, Inc.	Construction & Building	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	4/10/2025	1,347,244		1,342,412		1,258,191
CHA Consulting, Inc.	Construction & Building	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	4/10/2025	595,500		595,500		556,137
Covenant Surgical Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 4.00%)⁽¹⁾	7/1/2026	4,975,031		4,930,498		3,950,911
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽¹⁾	12/1/2021	4,110,324		4,061,412		3,192,078
Directbuy Home Improvement, Inc.	Retail	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽¹⁾⁽⁴⁾	6/20/2022	274,413		274,413		41,162
Directbuy Home Improvement, Inc.	Retail	Common Stock - 201,591 shares		201,591		79,237		—
Envision Healthcare Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 3.75%, 1.00% LIBOR Floor)⁽¹⁾	10/10/2025	1,950,313		1,894,690		1,126,305
GC EOS Buyer, Inc.	Automotive	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	8/1/2025	3,427,687		3,386,158		2,570,765
GK Holdings, Inc.	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽¹⁾	1/20/2021	3,895,673		3,891,893		3,240,032
Glass Mountain Pipeline Holdings, LLC	Energy: Oil & Gas	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	12/23/2024	4,875,500		4,863,091		2,888,734

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Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
Golden West Packaging Group LLC	Forest Products & Paper	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽¹⁾	6/20/2023	4,092,193	4,092,193	3,793,872
High Ridge Brands Co.	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 7.00%, 1.00% LIBOR Floor)⁽¹⁾	4/18/2020	143,852	143,082	143,852
High Ridge Brands Co.	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 7.00%, 1.00% LIBOR Floor)⁽¹⁾	4/18/2020	143,852	143,852	143,852
High Ridge Brands Co.	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 7.00%, 1.00% LIBOR Floor)⁽¹⁾⁽⁴⁾	6/30/2022	2,887,398	2,870,522	997,019
Highline Aftermarket Acquisitions, LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽¹⁾	4/26/2025	4,045,588	4,035,825	3,335,183
Infogroup, Inc.	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	4/3/2023	4,850,000	4,825,505	3,857,690
Intermediate LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	7/1/2026	2,736,250	2,720,504	2,416,930
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽¹⁾	6/16/2025	2,711,859	2,700,411	950,235
IXS Holdings, Inc.	Automotive	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	3/5/2027	3,000,000	2,970,224	2,970,000
Jordan Health Products I, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	5/15/2025	5,155,539	5,097,149	2,909,271
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽¹⁾	5/1/2024	6,131,257	6,063,595	5,552,466
KNB Holdings Corporation	Consumer Goods: Durable	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽¹⁾	4/26/2024	4,807,267	4,751,246	2,635,824
Liasion Acquisition, LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	12/20/2026	6,483,750	6,468,169	5,973,479
LifeMiles Ltd.	Services: Consumer	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽¹⁾	8/18/2022	4,533,162	4,521,367	3,615,197
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽¹⁾	12/8/2023	3,013,958	3,013,958	2,753,854
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽¹⁾	12/8/2023	612,042	612,042	559,222
MediaOcean	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	8/18/2025	1,750,000	1,745,879	1,627,500
NGS US Finco, LLC	Capital Equipment	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽¹⁾	10/1/2025	2,962,500	2,951,326	2,495,906
Northern Star Industries, Inc.	Capital Equipment	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽¹⁾	3/28/2025	4,165,000	4,150,077	3,347,411
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	9/29/2025	4,826,747	4,787,705	4,417,922
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	9/29/2025	975,269	975,269	892,663
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	9/29/2025	707,074	707,073	647,184
Offen, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.00%)⁽¹⁾	6/22/2026	3,645,022	3,612,493	3,389,935
Patriot Rail Company LLC	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽¹⁾	10/19/2026	1,750,000	1,717,193	1,570,975

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Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
Peraton Corp.	Aerospace and Defense	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽¹⁾	4/29/2024	3,389,015	3,379,106	3,179,913
PetroChoice Holdings, Inc.	Chemicals, Plastics and Rubber	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	8/19/2022	6,805,165	6,790,214	5,619,025
Phoenix Guarantor Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 3.25%)⁽¹⁾	3/5/2026	3,970,050	3,917,313	3,422,620
Plaskolite PPC Intermediate II LLC	Chemicals, Plastics and Rubber	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽¹⁾	12/15/2025	3,209,375	3,159,136	3,028,687
Port Townsend Holdings Company, Inc.	Forest Products & Paper	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽¹⁾	4/3/2024	2,960,962	2,941,004	2,641,178
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor, 2% PIK)⁽¹⁾⁽⁵⁾	11/30/2023	4,461,974	4,237,249	4,015,776
PT Network, LLC	Healthcare & Pharmaceuticals	Class C Common Stock		1	—	—
PVHC Holding Corp	Containers, Packaging and Glass	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽¹⁾	8/5/2024	1,962,389	1,955,205	1,615,607
Quartz Holding Company	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	4/2/2026	6,450,006	6,429,444	5,906,916
RB Media, Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽¹⁾	8/29/2025	5,435,485	5,393,340	4,684,844
Rough Country, LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽¹⁾	5/25/2023	4,698,652	4,685,411	4,255,099
Safe Fleet Holdings LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.00%, 1.00% LIBOR Floor)⁽¹⁾	2/3/2025	1,329,133	1,290,227	1,201,802
Safe Fleet Holdings LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.75%, 1.00% LIBOR Floor)⁽¹⁾	2/3/2025	1,684,453	1,695,948	1,530,999
Salient CRGT Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽¹⁾	2/28/2022	4,346,726	4,313,172	3,864,674
SCS Holdings I Inc.	Wholesale	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽¹⁾	7/1/2026	2,233,153	2,227,757	1,941,503
Shift4 Payments, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽¹⁾	11/29/2024	9,775,000	9,742,353	9,199,253
Sierra Enterprises, LLC	Beverage & Food	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	11/11/2024	3,899,099	3,890,726	3,659,695
Simplified Logistics, LLC	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽¹⁾	2/27/2022	3,465,000	3,396,159	3,260,219
Syniverse Holdings, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽¹⁾	3/9/2023	2,920,152	2,902,887	1,863,641
The Imagine Group, LLC	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽¹⁾	6/21/2022	7,760,000	7,724,719	1,435,600
The Octave Music Group, Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽¹⁾	5/29/2025	6,000,000	5,940,847	5,428,800
ThoughtWorks, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 3.75%, 1.00% LIBOR Floor)⁽¹⁾	10/11/2024	6,641,146	6,621,848	5,749,240
Tortoise Borrower LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽¹⁾	1/31/2025	2,425,500	2,417,100	2,073,075
United Road Services, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽¹⁾	9/2/2024	3,699,998	3,688,035	2,869,718

F-37

Table of Contents



Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
Vero Parent, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 6.25%, 1.00% LIBOR Floor)⁽¹⁾	8/16/2024	3,895,700		3,874,200		3,076,045
Wawona Delaware Holdings, LLC	Beverage & Food	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽¹⁾	9/11/2026	4,950,125		4,904,391		4,251,662
Wok Holdings Inc.	Retail	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽¹⁾	3/1/2026	6,583,500		6,535,386		4,542,615
Wrench Group LLC	Services: Consumer	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	4/30/2026	2,214,516		2,197,290		2,058,525
Wrench Group LLC	Services: Consumer	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽¹⁾	4/30/2026	227,513		225,267		225,267
Xebec Global Holdings, LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽¹⁾	2/12/2024	8,093,951		8,093,951		7,633,405
Z Medica, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽¹⁾	9/29/2022	2,625,000		2,625,000		2,460,150
Total				$	258,055,426	$	256,197,742	$	212,132,017


(1)	Represents the weighted average annual current interest rate as of March 31, 2020. All interest rates are payable in cash, unless otherwise noted.


(2)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Company’s board of directors’ valuation process described elsewhere herein.


(3)	Percentage is based on Sierra JV's net assets of $51,014,288 as of March 31, 2020.


(4)	The investment was on non-accrual status as of March 31, 2020.


(5)	Par amount includes accumulated paid-in-kind ("PIK") interest and is net of repayments.

The following is a listing of the individual investments in Sierra JV's portfolio as of December 31, 2019:



Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
4Over International, LLC	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽¹⁾	6/7/2022	$	10,826,856	$	10,826,856	$	10,648,215
Acrisure, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽⁴⁾	11/22/2023	3,182,966		3,183,838		3,187,103
Brightspring Health Services	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 4.50%)⁽²⁾	3/5/2026	3,980,000		3,933,275		3,998,905
Callaway Golf Company	Consumer Goods: Durable	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽²⁾	1/4/2026	2,766,749		2,720,217		2,794,418
Cambrex Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	12/4/2026	4,000,000		3,920,721		3,920,000
Cardenas Markets LLC	Retail	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽²⁾	11/29/2023	6,305,000		6,269,750		6,195,293
CHA Consulting, Inc.	Construction & Building	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽⁴⁾	4/10/2025	1,350,672		1,345,582		1,347,565
CHA Consulting, Inc.	Construction & Building	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽⁴⁾⁽⁶⁾	4/10/2025	597,000		597,000		595,627
Covenant Surgical Partners, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 4.00%)⁽²⁾⁽⁶⁾	7/1/2026	4,987,500		4,941,073		4,942,594
CT Technologies Intermediate Holdings, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽²⁾	12/1/2021	4,121,112		4,064,756		3,878,791
Directbuy Home Improvement, Inc.	Retail	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽²⁾	6/20/2022	274,413		274,413		274,413

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Table of Contents



Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
Directbuy Home Improvement, Inc.	Retail	Common Stock - 201,591 shares⁽⁷⁾		201,591	79,237	64,509
Envision Healthcare Corporation	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 3.75%, 1.00% LIBOR Floor)⁽²⁾	10/10/2025	1,955,250	1,896,560	1,666,264
GC EOS Buyer, Inc.	Automotive	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽²⁾	8/1/2025	3,436,387	3,392,804	3,340,511
GK Holdings, Inc.	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽⁴⁾	1/20/2021	3,905,952	3,900,993	3,241,940
Glass Mountain Pipeline Holdings, LLC	Energy: Oil & Gas	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽²⁾	12/23/2024	4,887,938	4,874,842	4,286,232
Golden West Packaging Group LLC	Forest Products & Paper	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽²⁾	6/20/2023	4,121,837	4,121,837	4,092,984
High Ridge (DIP Term Loan)	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 7.00%, 1.00% LIBOR Floor)⁽⁷⁾⁽⁸⁾	4/18/2020	143,852	139,187	143,852
High Ridge Brands Co.	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 7.00%, 1.00% LIBOR Floor)⁽²⁾⁽⁴⁾	6/30/2022	3,031,250	3,011,569	1,312,531
Highline Aftermarket Acquisitions, LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽²⁾	4/26/2025	4,055,882	4,045,615	3,660,434
Infogroup, Inc.	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽⁴⁾	4/3/2023	4,862,500	4,835,906	4,704,955
Intermediate LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽²⁾	7/1/2026	2,743,125	2,726,710	2,729,409
Isagenix International, LLC	Wholesale	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽⁴⁾	6/16/2025	2,750,063	2,737,896	1,924,494
Jordan Health Products I, Inc.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	5/15/2025	5,168,658	5,107,272	3,721,434
Keystone Acquisition Corp.	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽⁴⁾	5/1/2024	6,146,978	6,075,006	5,993,304
KNB Holdings Corporation	Consumer Goods: Durable	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽⁴⁾	4/26/2024	4,839,315	4,779,469	3,629,970
Liasion Acquisition, LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽⁴⁾	12/20/2026	6,500,000	6,483,801	6,483,750
LifeMiles Ltd.	Services: Consumer	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽²⁾	8/18/2022	4,684,602	4,671,137	4,614,801
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽²⁾	12/8/2023	3,021,667	3,021,667	2,904,426
Manna Pro Products, LLC	Consumer Goods: Non-Durable	Senior Secured First Lien Term Loan (LIBOR + 6.00%, 1.00% LIBOR Floor)⁽²⁾	12/8/2023	613,583	613,583	589,776
MediaOcean	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽²⁾	8/18/2025	1,750,000	1,745,688	1,745,625
NGS US Finco, LLC	Capital Equipment	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽²⁾	10/1/2025	2,970,000	2,958,188	2,968,218
Northern Star Industries, Inc.	Capital Equipment	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽⁴⁾	3/28/2025	4,175,625	4,159,917	4,049,521
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	9/29/2025	975,269	975,269	980,145

F-39

Table of Contents



Company	Industry	Type of Investment	Maturity	Par Amount	Cost	Fair Value⁽¹⁾
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	9/29/2025	4,826,747	4,785,934	4,850,881
Nuvei Technologies Corp.	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	9/29/2025	707,074	707,074	710,609
Offen, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.00%)⁽⁴⁾⁽⁶⁾	6/22/2026	3,654,204	3,620,287	3,654,204
Patriot Rail Company LLC	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽⁴⁾	10/19/2026	1,750,000	1,715,946	1,715,000
Peraton Corp.	Aerospace and Defense	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽²⁾	4/29/2024	3,397,727	3,387,186	3,380,739
PetroChoice Holdings, Inc.	Chemicals, Plastics and Rubber	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽⁴⁾	8/19/2022	6,822,978	6,807,103	6,473,642
Plaskolite PPC Intermediate II LLC	Chemicals, Plastics and Rubber	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽⁴⁾	12/15/2025	3,217,500	3,164,435	2,984,231
Port Townsend Holdings Company, Inc.	Forest Products & Paper	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽²⁾	4/3/2024	3,034,160	3,012,438	2,883,970
PT Network, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor, 2% PIK)⁽⁴⁾⁽⁹⁾	11/30/2023	4,439,284	4,198,393	4,150,286
PT Network, LLC	Healthcare & Pharmaceuticals	Class C Common Stock⁽⁷⁾		1	—	—
PVHC Holding Corp	Containers, Packaging and Glass	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽⁴⁾⁽⁶⁾	8/5/2024	1,967,369	1,959,755	1,816,508
Quartz Holding Company	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽²⁾	4/2/2026	6,466,253	6,444,757	6,433,922
RB Media, Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽²⁾	8/29/2025	5,431,250	5,387,100	5,431,250
Rough Country, LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽²⁾	5/25/2023	4,698,652	4,684,364	4,651,666
Safe Fleet Holdings LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.00%, 1.00% LIBOR Floor)⁽²⁾	2/3/2025	3,414,188	3,407,774	3,254,233
Safe Fleet Holdings LLC	Automotive	Senior Secured First Lien Term Loan (LIBOR + 3.75%, 1.00% LIBOR Floor)⁽²⁾	2/3/2025	1,332,506	1,291,776	1,271,344
Salient CRGT Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽²⁾	2/28/2022	4,377,976	4,339,781	3,983,958
SCS Holdings I Inc.	Wholesale	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽²⁾	7/1/2026	2,238,750	2,233,552	2,247,257
Shift4 Payments, LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 4.50%, 1.00% LIBOR Floor)⁽⁴⁾	11/29/2024	9,800,000	9,765,521	9,831,360
Sierra Enterprises, LLC	Beverage & Food	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽²⁾	11/11/2024	3,909,046	3,900,184	3,889,501
Simplified Logistics, LLC	Services: Business	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽⁴⁾	2/27/2022	3,473,750	3,401,169	3,473,750
SMB Shipping Logistics, LLC	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽⁵⁾	2/5/2024	1,462,048	1,451,196	1,451,521
Syniverse Holdings, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 5.00%, 1.00% LIBOR Floor)⁽²⁾	3/9/2023	2,927,601	2,908,826	2,762,191

F-40

Table of Contents



Company	Industry	Type of Investment	Maturity	Par Amount		Cost		Fair Value⁽¹⁾
The Imagine Group, LLC	Media: Advertising, Printing & Publishing	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽²⁾	6/21/2022	7,780,000		7,740,720		2,650,646
The Octave Music Group, Inc.	Media: Diversified & Production	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽²⁾	5/28/2021	4,337,289		4,337,289		4,332,085
ThoughtWorks, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 4.00%, 1.00% LIBOR Floor)⁽²⁾	10/11/2024	6,658,045		6,643,269		6,674,690
Tortoise Borrower LLC	Banking, Finance, Insurance & Real Estate	Senior Secured First Lien Term Loan (LIBOR + 3.50%, 1.00% LIBOR Floor)⁽²⁾	1/31/2025	2,431,688		2,422,832		2,416,611
United Road Services, Inc.	Transportation: Cargo	Senior Secured First Lien Term Loan (LIBOR + 5.75%, 1.00% LIBOR Floor)⁽²⁾	9/2/2024	3,729,999		3,717,259		3,468,899
Vero Parent, Inc.	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 6.25%, 1.00% LIBOR Floor)⁽⁴⁾	8/16/2024	3,905,587		3,882,806		3,739,600
Wawona Delaware Holdings, LLC	Beverage & Food	Senior Secured First Lien Term Loan (LIBOR + 4.75%, 1.00% LIBOR Floor)⁽²⁾	9/11/2026	4,962,563		4,914,942		4,912,937
Wok Holdings Inc.	Retail	Senior Secured First Lien Term Loan (LIBOR + 6.50%, 1.00% LIBOR Floor)⁽⁵⁾	3/1/2026	6,600,125		6,549,669		5,321,681
Wrench Group LLC	Services: Consumer	Senior Secured First Lien Term Loan (LIBOR + 4.25%, 1.00% LIBOR Floor)⁽⁴⁾⁽⁶⁾	4/30/2026	2,220,094		2,203,372		2,205,275
Xebec Global Holdings, LLC	High Tech Industries	Senior Secured First Lien Term Loan (LIBOR + 5.25%, 1.00% LIBOR Floor)⁽⁴⁾	2/12/2024	8,114,342		8,114,342		8,094,056
Z Medica, LLC	Healthcare & Pharmaceuticals	Senior Secured First Lien Term Loan (LIBOR + 5.50%, 1.00% LIBOR Floor)⁽⁴⁾	9/29/2022	2,632,500		2,632,500		2,566,424
Total				$	256,054,888	$	254,165,185	$	238,316,936

(1) All securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.

(2) The interest rate on these loans is subject to a base rate plus 1 Month (“1M”) LIBOR, which at December 31, 2019 was 1.76%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2019 was the base rate plus the LIBOR floor or 1M LIBOR.

(3) The interest rate on these loans is subject to a base rate plus 2 Month (“2M”) LIBOR, which at December 31, 2019 was 1.83%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2019 was the base rate plus the LIBOR floor or 2M LIBOR.

(4) The interest rate on these loans is subject to a base rate plus 3 Month (“3M”) LIBOR, which at December 31, 2019 was 1.91%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2019 was the base rate plus the LIBOR floor or 3M LIBOR.

(5) The interest rate on these loans is subject to a base rate plus 6 Month (“6M”) LIBOR, which at December 31, 2019 was 1.91%. As the interest rate is subject to a minimum LIBOR floor, the prevailing rate in effect at December 31, 2019 was the base rate plus the LIBOR floor or 6M LIBOR.

(6) Includes an analysis of the value of any unfunded loan commitments.

(7) Security is non-income producing.

(8) The investment was on non-accrual status as of December 31, 2019.

(9) Par amount includes accumulated paid-in-kind ("PIK") interest and is net of repayments.

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Below is certain summarized financial information for the Sierra JV as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019.



	March 31, 2020		December 31, 2019
	(unaudited)
Selected Consolidated Statement of Assets and Liabilities Information:
Investments in loans at fair value (amortized cost of $256,197,742 and $254,165,185, respectively)	$	212,132,017	$	238,316,936
Cash and cash equivalents	41,831,750		44,019,523
Other assets	945,640		943,994
Total assets	$	254,909,407	$	283,280,453

Senior credit facility payable (net of deferred financing costs of $2,273,697 and $2,355,405, respectively)	202,626,302		202,544,595
Other liabilities	475,270		501,316
Interest payable	793,547		852,009
Total liabilities	$	203,895,119	$	203,897,920
Members’ capital	51,014,288		79,382,533
Total liabilities and members' capital	$	254,909,407	$	283,280,453



	Three Months Ended March 31,
	2020			2019
	(unaudited)			(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income	$	4,452,712		$	5,598,814
Total expenses	(3,010,996		)	(3,194,145		)
Net change in unrealized appreciation/(depreciation) of investments	(28,217,476		)	(2,093,959		)
Net realized gain/(loss) on investments	7,514			64,194
Net income/(loss)	$	(26,768,246	)	$	374,904

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated Control Investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any Controlled Investments are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (Control Investments in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of Control Investments in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X.

As of March 31, 2020, excluding Sierra JV, the Company had no single Control Investment which would be deemed to be a significant subsidiary pursuant to Rule 10-01(b)(1) of Regulation S-X.

Note 4. Fair Value Measurements

The Company follows ASC 820 for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy:


•	Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.


•	Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar

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assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

•

Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the Market or Income Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

In addition to using the above inputs in investment valuations, the Company employs the valuation policy approved by the board of directors that is consistent with ASC 820 (see Note 2). Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining fair value.

The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of March 31, 2020:



Type of Investment ⁽¹⁾	Level 1		Level 2		Level 3		Total
Asset
Senior secured first lien term loans	$	—	$	—	$	314,110,335	$	314,110,335
Senior secured first lien notes	—		—		8,670,253		8,670,253
Senior secured second lien term loans	—		—		100,382,115		100,382,115
Subordinated notes	—		—		42,193,531		42,193,531
Equity/warrants	23,323,276		—		31,411,435		54,734,711
Total	$	23,323,276	$	—	$	496,767,669	$	520,090,945
Investments measured at net asset value							$	48,190,390
Total Investments, at fair value							$	568,281,335


(1)	Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in

the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.

The following table presents the fair value measurements of the Company’s total investments, by major class according to the fair value hierarchy, as of December 31, 2019:



Type of Investment⁽¹⁾	Level 1		Level 2		Level 3		Total
Asset
Senior secured first lien term loans	$	—	$	—	$	328,816,197	$	328,816,197
Senior secured first lien notes	—		—		14,354,825		14,354,825
Senior secured second lien term loans	—		—		122,817,885		122,817,885
Subordinated notes	—		—		63,021,420		63,021,420
Equity/warrants	33,892,511		—		38,521,450		72,413,961
Total	$	33,892,511	$	—	$	567,531,777	$	601,424,288
Investments measured at net asset value							$	74,199,642
Total Investments, at fair value							$	675,623,930


(1)	Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in

the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Consolidated Statements of Assets and Liabilities.

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The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2020:



	Senior Secured First Lien Term Loans			Senior Secured First Lien Notes			Senior Secured Second Lien Term Loans			Subordinated Notes			Equity/Warrants			Total
Balance, December 31, 2019	$	328,816,197		$	14,354,825		$	122,817,885		$	63,021,420		$	38,521,450		$	567,531,777
Purchases	36,306,531			—			280,452			13,760			128,847			36,729,590
Sales	(14,570,348		)	(747,375		)	(7,075,281		)	(1,478,785		)	(419,236		)	(24,291,025		)
Transfers in	—			—			—			—			—			—
Transfers out	—			—			—			—			—			—
Amortization of discount/(premium)	286,707			—			(435,354		)	—			—			(148,647		)
Paid-in-kind interest income	651,808			—			—			—			—			651,808
Net realized gains/(losses)	6,602			—			—			—			232,392			238,994
Net change in unrealized appreciation/(depreciation)	(37,387,162		)	(4,937,197		)	(15,205,587		)	(19,362,864		)	(7,052,018		)	(83,944,828		)
Balance, March 31, 2020	$	314,110,335		$	8,670,253		$	100,382,115		$	42,193,531		$	31,411,435		$	496,767,669
Change in net unrealized appreciation/ (depreciation) in investments held as of March 31, 2020	$	(37,842,491	)	$	(669,997	)	$	(15,223,877	)	$	(19,362,864	)	$	(7,052,018	)	$	(80,151,247	)

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the three months ended March 31, 2020, the Company recorded no transfers from Level 3 to Level 2 and no transfers from Level 2 to Level 3. The Company recorded no other transfers between levels.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the three months ended March 31, 2019:



	Senior Secured First Lien Term Loans			Senior Secured First Lien Notes			Senior Secured Second Lien Term Loans			Subordinated Notes			Equity/Warrants			Total Return Swap			Total
Balance, December 31, 2018	$	479,593,279		$	30,752,993		$	169,923,547		$	66,187,857		$	75,480,034		$	(6,524,904	)	$	815,412,806
Purchases	43,251,311			—			5,670,970			7,377,980			(28,307,536		)	—			27,992,725
Sales	(89,640,552		)	(4,801,501		)	(3,003,000		)	(8,661,399		)	29,903,731			—			(76,202,721		)
Transfers in	—			4,742,100			—			—			—			—			4,742,100
Transfers out	—			(876,600		)	—			—			—			—			(876,600		)
Amortization of discount/(premium)	264,258			(154		)	172,181			—			—			—			436,285
Paid-in-kind interest income	789,444			—			301,714			—			—			—			1,091,158
Net realized gains/(losses)	(5,420,873		)	(163,654		)	(37,442		)	(1,981,643		)	(173		)	—			(7,603,785		)
Net change in unrealized appreciation/(depreciation)	(6,194,079		)	351,742			(3,369,047		)	4,953,636			10,182,733			6,669,215			12,594,200
Balance, March 31, 2019	$	422,642,788		$	30,004,926		$	169,658,923		$	67,876,431		$	87,258,789		$	144,311		$	777,586,168
Change in net unrealized appreciation/(depreciation) in investments held as of March 31, 2019	$	(11,395,816	)	$	75,734		$	(3,722,641	)	$	2,074,947		$	10,182,560		$	144,311		$	(2,640,905	)

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. During the three months ended March 31, 2019, the Company recorded $876,600 in transfers from Level 3 to Level 2 and $4,742,100 in transfers from Level 2 to Level 3 due to availability of market data and observable valuation inputs to support the valuation. The Company recorded no other transfers between levels.

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The following table presents the quantitative information about Level 3 fair value measurements of the Company’s total investments, as of March 31, 2020:



Type of Investment	Fair Value		Valuation techniques	Unobservable input⁽¹⁾	Range (weighted average)
Senior Secured First Lien Term Loans	$	263,892,911	Income Approach (DCF)	Market Yield	6.53% - 62.20% (34.87%)
Senior Secured First Lien Term Loans	47,247,424		Market Approach (Guideline Comparable)/Income Approach (DCF)/ Enterprise Value Analysis	EBITDA Multiple(1) Discount Rate Expected Proceeds	2.50x - 6.50x (5.12x) 17.75% - 17.75% (17.75%) $9.0M - $64.0M ($9.0M)
Senior Secured First Lien Term Loans	2,970,000		Recent Arms-Length Transaction	Recent Arms-Length Transaction	N/A
Senior Secured First Lien Notes	7,800,253		Income Approach (DCF)	Market Yield	15.40% - 15.40% (15.40%)
Senior Secured First Lien Notes	870,000		Market Approach	Discount Rate	60.0% - $15.40% (37.70%)
Senior Secured Second Lien Term Loan	88,284,968		Income Approach (DCF)	Market Yield	8.98% - 31.18% (11.69%)
Senior Secured Second Lien Term Loans	12,097,147		Market Approach (Guideline Comparable)	EBITDA Multiple(1)	3.50x - 6.25x (5.69x)
Subordinated Notes	955,378		Market Approach (Guideline Comparable)	EBITDA Multiple	4.00x - 4.00x (4.00x) 4.50x - 4.50x (4.50x)
Subordinated Notes	41,238,153		Income Approach (DCF)	Discount Rate	17.40% - 36.50% (24.77%)
Equity	323,704		Recent Arms-Length Transaction	Recent Arms-Length Transaction	N/A
Equity	31,087,731		Market Approach (Guideline Comparable)/Income Approach (DCF)/Enterprise Value Analysis	Book Value Multiple EBITDA Multiple(1) Capitalization Rate Discount Rate Expected Proceeds	$0.88x - $0.88 ($0.88) 0.14x - 7.25x (4.81x) 7.63% - 8.50% (8.19%) 6.00% - 18.30% (14.50%) $2.60M - $64.00M ($2.60M)
Total	$	496,767,669


(1)	Represents the method used when the Company has determined that market participants would use such inputs when measuring the fair value of these investments.

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The following table presents the quantitative information about Level 3 fair value measurements of the Company’s total investments, as of December 31, 2019:



Type of Investment	Fair Value		Valuation techniques	Unobservable input⁽¹⁾	Range (weighted average)
Senior Secured First Lien Term Loans	$	265,263,318	Income Approach (DCF)	Market Yield	6.11% - 19.47% (24.25%)
Senior Secured First Lien Term Loans	36,067,276		Market Approach (Guideline Comparable)/Income Approach (DCF)/ Enterprise Value Analysis	EBITDA Multiple Discount Rate Expected Proceeds	3.50x - 8.50x (6.28x) 17.75% - 19.50% (18.63%) $9.0M - $65.0M ($9.0M)
Senior Secured First Lien Term Loans	27,485,603		Recent Arms-Length Transaction	Recent Arms-Length Transaction	N/A
Senior Secured First Lien Notes	14,354,825		Income Approach (DCF)	Market Yield	10.94% - 65.06% (30.31%)
Senior Secured Second Lien Term Loan	112,179,645		Income Approach (DCF)	Market Yield	8.98% - 31.18% (11.67%)
Senior Secured Second Lien Term Loans	10,638,240		Market Approach (Guideline Comparable)/Income Approach (DCF)	EBITDA MultipleExpected Proceeds	4.50x - 123.75x (25.47x) $123.75 - $123.75 ($123.75)
Subordinated Notes	1,177,159		Market Approach (Guideline Comparable)/Income Approach (DCF) / Recent Arms-length transaction	EBITDA Multiple Discount Rate Recent Arms-length transaction	7.50x - 7.50x (7.50x) 13.00% - 13.00% (13.00%)
Subordinated Notes	61,844,261		Income Approach (DCF)	Discount Rate	9.40% - 23.00% (17.32%)
Equity	35,575,070		Market Approach (Guideline Comparable)/Income Approach (DCF)/Enterprise Value Analysis	Book Value Multiple EBITDA MultipleCapitalization Rate Discount Rate Expected Proceeds	$1.25x - $1.25 ($1.25) 3.50x - 10.00x (7.92x) 7.63% - 8.50% (8.16%) 9.90% - 21.25% (18.30%) $2.60M - $65.00M ($11.45M)
Equity	2,946,380		Recent Arms-Length Transaction	Recent Arms-Length Transaction	N/A
Total	$	567,531,777


(1)	Represents the method used when the Company has determined that market participants would use such inputs when measuring the fair value of these investments.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and derivative investments are market yields. Increases in market yields would result in lower fair value measurements.

The significant unobservable inputs used in the fair value measurement of the Company’s equity/warrants investments are comparable company multiples of revenue or EBITDA for the latest twelve months (“LTM”), next twelve months (“NTM”) or a reasonable period a market participant would consider. Increases in EBITDA multiples in isolation would result in higher fair value measurement.

Note 5. Total Return Swap

On August 27, 2013, the Company, through its wholly-owned financing subsidiary, Arbor, entered into a TRS with Citibank, N.A. (“Citibank”) that is indexed to a basket of loans.

SIC Advisors acted as the investment manager of Arbor and had discretion over the composition of the basket of loans underlying the TRS. The terms of the TRS were governed by an ISDA 2002 Master Agreement, the Schedule thereto and Credit Support Annex to such Schedule, and the Confirmation exchanged thereunder, between Arbor and Citibank, which collectively established the TRS, and are collectively referred to herein as the “TRS Agreement”. On March 21, 2014, Arbor amended and restated its Confirmation Letter Agreement (the “Amended Confirmation Agreement”) with Citibank. The Amended Confirmation Agreement increased the maximum market value (determined at the time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $100 million to $200 million, and increased the interest rate payable to Citibank from LIBOR plus 1.30% per annum to LIBOR plus 1.35% per annum. On July 23, 2014, Arbor entered into the Second Amended and Restated Confirmation Letter Agreement with Citibank to increase the maximum market value (determined at the time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $200 million to $350 million. On June 8, 2015, Arbor entered into the Third Amended and Restated Confirmation Letter Agreement with Citibank to decrease the maximum market value (determined at the

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time each such loan becomes subject to the TRS) of the portfolio of loans that Arbor may select from $350 million to $300 million. On March 21, 2016, Arbor entered into the Fourth Amended and Restated Confirmation Letter Agreement (the “Fourth Amended Confirmation Agreement”) with Citibank to extend the term of the TRS from March 21, 2016 through March 21, 2019 and increase the interest rate payable to Citibank from LIBOR plus 1.35% per annum to LIBOR plus 1.65% per annum. On September 29, 2017, Arbor entered into the Fifth Amended and Restated Confirmation Letter Agreement (the “Fifth Amended Confirmation Agreement”) with Citibank to reduce the maximum portfolio notional (determined at the time each such loan becomes subject to the TRS) from $300,000,000 to $180,000,000, through incremental reductions of $60,000,000 on October 3, 2017 and $20,000,000 on each of November 3, 2017, December 3, 2017 and January 3, 2018. The Fifth Amended Confirmation Agreement also decreased the interest rate payable to Citibank from LIBOR plus 1.65% per annum to LIBOR plus 1.60% per annum. On July 22, 2019, the TRS with Citibank was terminated, and the TRS was fully wound down during the fiscal quarter ended September 30. 2019.

Pursuant to the terms of the TRS Agreement, as amended and subject to conditions customary for transactions of this nature, Arbor could select a portfolio of loans with a maximum market value (determined at the time each such loan becomes subject to the TRS) of $180 million, subject to the Fifth Amended Confirmation Agreement, which is also referred to as the maximum notional amount of the TRS. Arbor received from Citibank a periodic payment on set dates that is based upon any coupons, both earned and accrued, generated by the loans underlying the TRS, subject to limitations described in the TRS Agreement as well as any fees associated with the loans included in the portfolio. Arbor paid to Citibank interest at a rate equal to one-month LIBOR plus 1.60% per annum. In addition, upon the termination or repayment of any loan subject to the TRS, Arbor either received from Citibank the appreciation in the value of such loan, or paid to Citibank any depreciation in the value of such loan.

Arbor was required to pay a minimum usage fee in connection with the TRS of 1.60% on the amount equal to 85% of the average daily unused portion of the maximum amount permitted under the TRS. Such minimum usage fee did not apply during the first 365 days and last 60 days of the term of the TRS. Arbor also paid Citibank customary fees in connection with the establishment and maintenance of the TRS. During the three months ended March 31, 2020 and 2019, Arbor paid no minimum usage fees.

Arbor was required to initially cash collateralize a specified percentage of each loan (generally 20% to 30% of the market value of such loan) included under the TRS in accordance with margin requirements described in the TRS Agreement. Arbor was restricted from removing the cash collateral posted to Citibank and was required to post additional collateral from time to time as a result of a decline in the mark-to-market value of the portfolio of loans subject to the TRS. The obligations of Arbor under the TRS Agreement were non-recourse to the Company and the Company’s exposure under the TRS Agreement was limited to the value of the Company’s investment in Arbor, which generally equaled the value of cash collateral provided by Arbor under the TRS Agreement.

In connection with the TRS, Arbor made customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar transactions. In addition to customary events of default and termination events included in the form ISDA 2002 Master Agreement, the TRS Agreement contained the following termination events: (a) a failure to satisfy the portfolio criteria for at least 30 days; (b) a failure to post initial cash collateral or additional collateral as required by the TRS Agreement; (c) a default by Arbor or the Company with respect to indebtedness in an amount equal to or greater than the lesser of $10,000,000 and 2% of the Company’s NAV at such time; (d) a merger of Arbor or the Company meeting certain criteria; (e) the Company or Arbor amending their respective constituent documents to alter their investment strategy in a manner that has or could reasonably be expected to have a material adverse effect; and (f) SIC Advisors ceasing to be the investment manager of Arbor or to have authority to enter into transactions under the TRS Agreement on behalf of Arbor, and not being replaced by an entity reasonably acceptable to Citibank. As of March 31, 2020 and December 31, 2019, the Company did not have any derivatives with contingent features in net liability positions; therefore, if a trigger event had occurred, no amount would have been required to be posted by the Company.

Transactions in TRS contracts during the three months ended March 31, 2020 and 2019 were as follows:



	Three Months Ended March 31,
	2020		2019
Interest income and settlement from TRS portfolio	$	—	$	352,666
Traded gains/(loss) on TRS loan sales	—		(9,529,401		)
Net realized gains/(loss) on TRS portfolio	$	—	$	(9,176,735	)
Net change in unrealized appreciation/(depreciation) on TRS portfolio	$	—	$	6,669,215

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The volume of the Company’s derivative transactions for the three months ended March 31, 2020 and 2019 were as follows:



	Three Months Ended March 31,
	2020		2019
Average notional amount of contracts⁽¹⁾	$	—	$	30,563,576


(1)	Average notional amount is based on the average month end balances for the three months ended March 31, 2020 and 2019, which is representative of the volume of notional contract amounts held during each year.

Note 6. Borrowings

The following table shows the Company's outstanding debt as of March 31, 2020 and December 31, 2019:



	March 31, 2020							December 31, 2019
	Total Commitment		Balance Outstanding			Unused Commitment		Total Commitment		Balance Outstanding			Unused Commitment
ING Credit Facility	$	215,000,000	$	88,100,000		$	126,900,000	$	215,000,000	$	88,100,000		$	126,900,000
Alpine Credit Facility	300,000,000		180,000,000			120,000,000		300,000,000		240,000,000			60,000,000
Total before deferred financing costs	515,000,000		268,100,000			246,900,000		515,000,000		328,100,000			186,900,000
Unamortized deferred financing costs	—		(1,800,914		)	—		—		(2,235,279		)	—
Total borrowings outstanding, net of deferred financing costs	$	515,000,000	$	266,299,086		$	246,900,000	$	515,000,000	$	325,864,721		$	186,900,000

As a BDC, the Company is generally allowed to employ leverage to the extent that its asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements under the 1940 Act are met) after giving effect to such leverage. The amount of leverage that the Company employs at any time depends on its assessment of the market and other factors at the time of any proposed borrowing.

The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s margin borrowings are estimated based upon market interest rates for its own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. The Company’s debt obligation is recorded at its carrying value, which approximates fair value.

ING Credit Facility

On August 12, 2016, the Company amended its existing senior secured syndicated revolving credit facility (the “ING Credit Facility” as amended from time to time as described below) pursuant to a Senior Secured Revolving Credit Agreement (the “Revolving Credit Agreement” as amended from time to time as described below) with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent. The ING Credit Facility matures on September 30, 2020 and is secured by substantially all of the Company’s assets, subject to certain exclusions as further set forth in an Amended and Restated Guarantee, Pledge and Security Agreement (the “Security Agreement”) entered into in connection with the Revolving Credit Agreement, among the Company, the subsidiary guarantors party thereto, ING Capital LLC, as Administrative Agent, each Financial Agent and Designated Indebtedness Holder party thereto and ING Capital LLC, as Collateral Agent. The ING Credit Facility also includes usual and customary representations, covenants and events of default for senior secured revolving credit facilities of this nature. On February 13, 2015, commitments to the ING Credit Facility were expanded from $150,000,000 to $170,000.000. On August 12, 2016, commitments to the ING Credit Facility were expanded from $170,000,000 to $175,000,000. On April 20, 2017, commitments to the ING Credit Facility were expanded from $175,000,000 to $220,000,000.

On February 8, 2019, the Company entered into Amendment No. 1 to the Revolving Credit Agreement that, among other things, permits the transactions contemplated by the MCC Merger Agreement and the MDLY Merger Agreement.

On July 25, 2019, the Company entered into Amendment No. 2 to the Revolving Credit Agreement that among other things, (i) reduced the size of the commitments thereunder from $220.0 million to $215.0 million, (ii) extended the Revolver Termination Date (as defined in the Revolving Credit Agreement) from August 12, 2019 to March 31, 2020 and (iii) extended the Maturity Date (as defined in the Revolving Credit Agreement) from August 12, 2020 to March 31, 2021.

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On March 30, 2020, the Company entered into Amendment No. 3 to the Revolving Credit Agreement that among other things, extended the Revolver Termination Date from March 31, 2020 to April 30, 2020 after which the Revolving Credit Facility would enter amortization.

On May 15, 2020, the Company entered into Amendment No. 4 to the Revolving Credit Agreement to among other things, (i) shorten the maturity date from March 31, 2021 to September 30, 2020, (ii) accelerate the amortization of the Revolving Credit Agreement, and (iii) provide for the prepayment of the outstanding loans under the Revolving Credit Agreement in an aggregate principal amount of not less than $20 million.

The ING Credit Facility allows for the Company, at its option, to borrow money at a rate of either (i) an alternate base rate plus 1.50% per annum or (ii) LIBOR plus 2.50% per annum. The interest rate margins are subject to certain step-downs upon the satisfaction of certain conditions described in the Revolving Credit Agreement. The alternate base rate will be the greatest of (i) the U.S. Prime Rate set forth in the Wall Street Journal, (ii) the federal funds effective rate plus 1/2 of 1%, and (iii) three month LIBOR plus 1.00%. As of March 31, 2020 and December 31, 2019, the commitment under the ING Credit Facility was $215,000,000 and the ING Credit Facility includes an accordion feature that allows for potential future expansion of the ING Credit Facility up to a total of $500,000,000. Availability of loans under the ING Credit Facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism.

The Company is also required to pay a commitment fee to the lenders based on the daily unused portion of the aggregate commitments under the ING Credit Facility. The commitment fee is (i) 1.50% if the used portion of the aggregate commitments is less than or equal to 40%, (ii) 0.75% if the used portion of the aggregate commitments is greater than 40% and less than or equal to 65% or (iii) 0.50% if the used portion of the aggregate commitments is greater than 65%. The ING Credit Facility provides that the Company may use the proceeds of the facility for general corporate purposes, including making investments in accordance with the Company’s investment objective and strategy.

Borrowings under the Revolving Credit Agreement are subject to, among other things, a minimum borrowing base. Substantially all of the Company’s assets are pledged as collateral under the Revolving Credit Agreement. The ING Credit Facility requires the Company to, among other things (i) make representations and warranties regarding the collateral as well the Company’s business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants. The documents for the Revolving Credit Agreement also include default provisions, such as the failure to make timely payments under the Revolving Credit Agreement, the occurrence of a change in control, and the failure by the Company to materially perform under the operative agreements governing the Revolving Credit Agreement, which, if not complied with, could accelerate repayment under the Revolving Credit Agreement, thereby materially and adversely affecting the Company’s liquidity, financial condition and results of operations.

In connection with the security interest established under the Security Agreement, the Company, ING Capital LLC, in its capacity as collateral agent, and State Street Bank and Trust Company, in its capacity as the Company’s custodian, entered into a control agreement dated as of December 4, 2013, in order to, among other things, perfect the security interest granted pursuant to the Security Agreement in, and provide for control over, the related collateral.

As of March 31, 2020 and December 31, 2019, the carrying amount of the Company’s borrowings under the ING Credit Facility approximated their fair value. The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s borrowings under the Alpine Credit Facility is estimated based upon market interest rates of the Company’s borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of March 31, 2020 and December 31, 2019, the ING Credit Facility would be deemed to be Level 3, as defined in Note 4.

As of March 31, 2020 and December 31, 2019, the financing costs of $971,875 and $1,164,341 related to the ING Credit Facility have been capitalized and are being amortized over the respective terms, respectively. The following table shows additional information about the interest and financing costs related to the ING Credit Facility for the three months ended March 31, 2020 and 2019:

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	For the Three Months Ended March 31, (unaudited)
	2020			2019
Interest expense related to the ING Credit Facility	$	1,178,479		$	1,588,667
Financing expenses related to the ING Credit Facility	243,392			239,438
Total interest and financing expenses related to the ING Credit Facility	$	1,421,871		$	1,828,105
Weighted average outstanding debt balance of the ING Credit Facility	$	88,100,000		$	109,620,000
Weighted average interest rate of the ING Credit Facility (annualized)	5.3		%	5.8		%

Alpine Credit Facility

On September 29, 2017, the Company’s wholly-owned, special purpose financing subsidiary, Alpine, amended its existing revolving credit facility (the “Alpine Credit Facility”) pursuant to an Amended and Restated Loan Agreement (the “Amendment”) with JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent and lender, the Financing Providers from time to time party thereto, SIC Advisors, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto (the “Loan Agreement”). The Loan Agreement was amended to, among other things, (i) extend the reinvestment period until December 29, 2020, (ii) extend the scheduled termination date until March 29, 2022, (iii) decrease the applicable margin for advances to 2.85% per annum and (iv) increase the compliance condition for net advances to 55% of net asset value. Alpine’s obligations to JPMorgan under the Alpine Credit Facility are secured by a first priority security interest in substantially all of the assets of Alpine, including its portfolio of loans. The obligations of Alpine under the Alpine Credit Facility are non-recourse to the Company.

The Alpine Credit Facility provides for borrowings in an aggregate principal amount up to $300,000,000 on a committed basis. Borrowings under the Alpine Credit Facility are subject to compliance with a NAV coverage ratio with respect to the current value of Alpine’s portfolio and various eligibility criteria must be satisfied with respect to the initial acquisition of each loan in Alpine’s portfolio. Any amounts borrowed under the Alpine Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on March 29, 2022.

Pricing under the Alpine Credit Facility for each one month calculation period is based on LIBOR for an interest period of one month, plus a spread of 2.85% per annum. If LIBOR is unavailable, pricing will be determined at the prime rate offered by JPMorgan or the federal funds effective rate, plus a spread of 2.85% per annum. Interest is payable monthly in arrears. Alpine is also required to pay a commitment fee of 1.00% on the average daily unused amount of the financing commitments to the extent that $300,000,000 has not been borrowed.

Borrowings of Alpine are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act, applicable to BDCs.

Pursuant to a Sale and Contribution Agreement entered into between the Company and Alpine (the “Sale Agreement”) in connection with the Alpine Credit Facility, the Company may sell loans or contribute cash or loans to Alpine from time to time and will retain a residual interest in any assets contributed through its ownership of Alpine or will receive fair market value for any assets sold to Alpine. In certain circumstances the Company may be required to repurchase certain loans sold to Alpine. In addition to the acquisition of loans pursuant to the Sale Agreement, Alpine may purchase additional assets from various sources. Alpine has appointed SIC Advisors to manage its portfolio of assets pursuant to the terms of a Portfolio Management Agreement between SIC Advisors and Alpine.

As of March 31, 2020 and December 31, 2019, the carrying amount of the Company’s borrowings under the Alpine Credit Facility approximated the fair value of the Company’s debt obligation. The fair value of the Company’s debt obligation is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s borrowings under the Alpine Credit Facility is estimated based upon market interest rates of the Company’s borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of March 31, 2020 and December 31, 2019, the Alpine Credit Facility would be deemed to be Level 3, as defined in Note 4.

As of March 31, 2020 and December 31, 2019, the financing costs of $829,039 and $1,070,938 related to the Alpine Credit Facility has been capitalized and is being amortized over the respective terms, respectively. The following table shows additional information about the interest and financing costs related to the Alpine Credit Facility for the three months ended March 31, 2020 and 2019:

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	For the Three Months Ended March 31, (unaudited)
	2020			2019
Interest expense related to the Alpine Credit Facility	$	2,623,893		$	3,362,887
Financing expenses related to the Alpine Credit Facility	241,899			239,241
Total Interest and financing expenses related to the Alpine Credit Facility	$	2,865,792		$	3,602,128
Weighted average outstanding debt balance of the Alpine Credit Facility	$	208,351,648		$	240,000,000
Weighted average interest rate of the Alpine Credit Facility (annualized)	5.0		%	5.6		%

Note 7. Agreements

Investment Advisory Agreement

On April 5, 2012, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with SIC Advisors to manage the Company’s investment activities. The Investment Advisory Agreement became effective as of April 17, 2012, the date that the Company met its minimum offering requirement. Pursuant to the 1940 Act, the initial term of the Investment Advisory Agreement was for two years from its effective date. Unless earlier terminated pursuant to its terms, the Investment Advisory Agreement will remain in effect from year-to-year thereafter if approved annually at an in-person meeting of our board of directors by a majority of our directors who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Company or the Adviser, and either our board of directors or the holders of a majority of our outstanding voting securities. Most recently, on April 3, 2020, the Company’s board of directors, at an in-person meeting, approved the renewal of the Investment Advisory Agreement for an additional one-year term, which will expire on April 17, 2021. Pursuant to the Investment Advisory Agreement, SIC Advisors implements the Company’s business strategy on a day-to-day basis and performs certain services for the Company, subject to oversight by the Company’s board of directors. SIC Advisors is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investment transactions, asset sales, financings and performing asset management duties. Under the Investment Advisory Agreement, the Company has agreed to pay SIC Advisors a management fee for investment advisory and management services consisting of a base management fee and an incentive fee.

The base management fee is calculated at an annual rate of 1.75% of the Company’s gross assets payable quarterly in arrears. For purposes of calculating the base management fee, the term “gross assets” includes any assets acquired with the proceeds of leverage. “Gross assets” also includes any cash collateral posted with respect to the TRS, adjusted for realized and unrealized appreciation. For the first quarter of the Company’s operations, the base management fee was calculated based on the initial value of the Company’s gross assets. Subsequently, the base management fee is calculated based on the gross assets at the end of each completed calendar quarter. Base management fees for any partial quarter are appropriately pro-rated. For the three months ended March 31, 2020 and 2019, the Company recorded an expense for base management fees of $3,251,451 and $4,442,090, respectively. As of March 31, 2020 and December 31, 2019, the Company recorded a base management fee payable of $3,251,451 and $4,060,518, respectively.

The incentive fee consists of the following two parts:

An incentive fee on net investment income (“Subordinated Incentive Fee on Income”) is calculated and payable quarterly in arrears and is based upon pre-incentive fee net investment income for the immediately preceding quarter. No Subordinated Incentive Fee on Income is payable in any calendar quarter in which pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on the Company’s net assets at the end of the immediately preceding fiscal quarter (the “Preferred Quarterly Return”). All pre-incentive fee net investment income, if any, that exceeds the Preferred Quarterly Return, but is less than or equal to 2.1875% of net assets at the end of the immediately preceding fiscal quarter in any quarter, will be payable to SIC Advisors. The Company refers to this portion of its Subordinated Incentive Fee on Income as the “Catch Up”. It is intended to provide an incentive fee of 20% on pre-incentive fee net investment income when pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter in any quarter. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter, the Subordinated Incentive Fee on Income shall equal 20% of the amount of pre-incentive fee net investment income, because the Preferred Quarterly Return and Catch Up will have been achieved. There is no incentive fee on net investment income earned on the TRS.

For the three months ended March 31, 2020 and 2019, the Company recorded no incentive fees. As of March 31, 2020 and December 31, 2019, the Company recorded no incentive fees payable.

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amount of any previously paid capital gains incentive fees. The incentive fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Under GAAP, the Company calculates capital gains incentive fees as if the Company had realized all assets at their fair values and liabilities at their settlement amounts as of the reporting date. GAAP requires that the capital gains incentive fee accrual assume the cumulative aggregate unrealized capital appreciation is realized, even though such unrealized capital appreciation is not payable under the Investment Advisory Agreement. Accordingly, the Company accrues a provisional capital gains incentive fee taking into account any unrealized gains or losses. There can be no assurance that such unrealized capital appreciation will be realized in the future and that the provisional capital gains incentive fee will become payable.

For the three months ended March 31, 2020 and 2019, the Company recorded no capital gains incentive fee. As of March 31, 2020 and December 31, 2019, the Company recorded no capital gains incentive fee payable.

Administration Agreement

On April 5, 2012, the Company entered into an administration agreement (the “Administration Agreement”) with Medley Capital LLC, pursuant to which Medley Capital LLC furnishes the Company with administrative services necessary to conduct its day-to-day operations. Pursuant to the 1940 Act, the Administration Agreement remained in effect for an initial period of two years from its effective date. The Administration Agreement became effective on April 17, 2012, the date that we met our minimum offering requirement. Pursuant to its terms, and unless earlier terminated as described below, the Administration Agreement will remain in effect from year-to-year if approved annually by a majority of our directors who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Company or Medley Capital LLC, and either the holders of a majority of our outstanding voting securities or our board of directors. Most recently, on April 3, 2020, the Company’s board of directors, at an in-person meeting, approved the renewal of the Administration Agreement for an additional one-year term, which will expire on April 17, 2021. Medley Capital LLC is reimbursed for administrative expenses it incurs on the Company’s behalf in performing its obligations. Such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other reasonable methods. The Company does not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. On February 28, 2013, Medley Capital LLC entered into a Sub-Administration Agreement with State Street Bank Global Fund Accounting and Custody to perform certain financial, accounting, administrative and other services on behalf of the Company. For the three months ended March 31, 2020 and 2019, the Company recorded administrator expenses of $721,632 and $622,071, respectively. As of March 31, 2020 and December 31, 2019, the Company had administrator fees payable of $721,632 and $381,923, respectively.

Expense Support and Reimbursement Agreement

From June 29, 2012 through December 31, 2016, the Company was party to an Expense Support and Reimbursement Agreement with SIC Advisors (the “Expense Support Agreement”). The Expense Support Agreement expired on December 31, 2016. During the term of the Expense Support Agreement, SIC Advisors reimbursed the Company for operating expenses in an amount equal to the difference between the Company’s distributions paid to its stockholders in each month, less the sum of the Company’s net investment income, net realized capital gains and dividends paid to the Company from its portfolio companies, not included in net income and net realized capital gains, during such period (“Expense Support Reimbursement”). To the extent that no dividends or other distributions were paid to the Company’s stockholders in any given month, then the Expense Support Reimbursement for such month was equal to such amount necessary in order for available operating funds for the month to equal zero. From April 1, 2016 until the expiration of the Expense Support Agreement on December 31, 2016, SIC Advisors made expense support payments on a discretionary basis by making an election on the last day of each month to fund an expense support payment in an amount equal to the difference between the Company’s distributions paid to stockholders during such month less the sum of the Company’s net investment income, net realized capital gains and dividends paid to the Company from its portfolio companies, not included in net income and net realized capital gains during such period.

The purpose of the Expense Support Agreement was to cover distributions to stockholders so as to ensure that the distributions did not constitute a return of capital for GAAP purposes and to reduce operating expenses until the Company had raised sufficient capital to be able to absorb such expenses.

Pursuant to the Expense Support Agreement, the Company reimbursed SIC Advisors for expense support payments it previously made following any calendar quarter for which the Company received net investment income, net realized capital gains and dividends from its portfolio companies (not included in net income and net realized capital gains) in excess of the distributions paid to the Company’s stockholders during such calendar quarter (the “Excess Operating Funds”). Any such reimbursement was made within three years of the date that the expense support payment obligation was incurred by SIC Advisors, subject to the conditions described below. As of December 31, 2019, there were no amounts eligible for reimbursement to SIC Advisors by the Company. The amount of the reimbursement during any calendar quarter was equal the lesser of (i) the Excess Operating Funds received during the quarter and (ii) the aggregate amount of all expense payments made by SIC Advisors that have not yet been reimbursed. In addition, the

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Company only made reimbursement payments to the extent its current annualized “operating expense ratio” (as described in footnote 1 to the table below) was equal to or less than its operating expense ratio for the quarter during which the corresponding expense obligation was incurred and to the extent the annualized rate of its regular cash dividends to the Company’s stockholders for the month was equal to or greater than the annualized rate of the Company’s regular cash distributions to stockholders for the month during which the corresponding expense payment was incurred.

Repayments of amounts paid by SIC Advisors to the Company under the Expense Support Agreement will be accrued as they become probable and estimable. The Company refers to Expense Support Reimbursements that are eligible for reimbursement to SIC Advisors by virtue of having satisfied the conditions described above as a “Crystalized Reimbursement.” As of March 31, 2020 and December 31, 2019, the Company did not record any Crystalized Reimbursements. As of March 31, 2020 and December 31, 2019, there were no remaining amounts eligible for reimbursement of the Company to SIC Advisors.

Note 8. Related Party Transactions

We have entered into an Investment Advisory Agreement with SIC Advisors in which our senior management holds an equity interest and were party to the Expense Support Agreement through December 31, 2016 the date on which such agreement expired. Members of our senior management also serve as principals of other investment managers affiliated with SIC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

We have entered into an Administration Agreement with Medley Capital LLC, pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC. Medley Capital LLC is an affiliate of SIC Advisors.

The dealer manager agreement that we entered into with SC Distributors, LLC in connection with our offering was terminated pursuant to its terms in connection with the termination of our offering, effective as of July 31, 2018.

We have entered into a license agreement with SIC Advisors under which SIC Advisors has agreed to grant us a non-exclusive, royalty-free license to use the name “Sierra” for specified purposes in our business. Under this license agreement, we will have a right to use the “Sierra” name, subject to certain conditions, for so long as SIC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Sierra” name.

Opportunities for co-investments may arise when SIC Advisors or an affiliated adviser becomes aware of investment opportunities that may be appropriate for the Company and other clients or affiliated funds. The Company obtained an exemptive order from the SEC on November 25, 2013 (the “Prior Exemptive Order”). On March 29, 2017, the Company, SIC Advisors and certain other affiliated funds and investment advisers received an exemptive order (the "Exemptive Order") that supersedes the Prior Exemptive Order and allows affiliated registered investment companies to participate in co-investment transactions with us that would otherwise have been prohibited under Section 17(d) and 57(a)(4) and Rule 17d-1. On October 4, 2017, the Company, SIC Advisors and certain of our affiliates received an exemptive order that supersedes the Exemptive Order (the “Current Exemptive Order”) and allows, in addition to the entities already covered by the Exemptive Order, Medley LLC and its subsidiary, Medley Capital LLC, to the extent they hold financial assets in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of Medley LLC that is formed in the future, to participate in co-investment transactions with us that would otherwise be prohibited by either or both of Sections 17(d) and 57(a)(4) of the 1940 Act.

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MDLY Merger effective time (other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive (i) 0.3836 shares of our common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MDLY Merger; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY's stockholders would have the right to receive certain dividends and/or other payments.

On July 29, 2019, the Company entered into amended and restated definitive agreements with MCC and MDLY. Pursuant to the Amended MCC Merger Agreement, MCC will, on the terms and subject to the conditions set forth in the Amended MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the MCC Merger. In the MCC Merger, each share of MCC’s common stock, other than shares of MCC’s common stock held by MCC, the Company or their respective wholly owned subsidiaries, will be exchanged for the right to receive (i) 0.68 shares of the Company’s common stock if the attorneys’ fees of plaintiffs’ counsel and litigation expenses paid or incurred by plaintiffs’ counsel or advanced by plaintiffs in connection with the Delaware Action, as described below ( such fees and expenses, the “Plaintiff Attorney Fees”), are less than or equal to $10,000,000; (ii) 0.66 shares of the Company’s common stock if the Plaintiff Attorney Fees are equal to or greater than $15,000,000; (iii) between 0.68 and 0.66 per share of the Company’s common stock if the Plaintiff Attorney Fees are greater than $10,000,000 but less than $15,000,000, calculated on a descending basis, based on straight line interpolation between $10,000,000 and $15,000,000; or (iv) 0.66 shares of the Company’s common stock in the event that the Plaintiff’s Attorney Fees are not fully and finally determined prior to the closing of the MCC Merger (such ratio, the “MCC Merger Exchange Ratio”); provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MCC Merger. Based upon the Plaintiff Attorney Fees approved by the Delaware Court of Chancery as set forth in the Order and Final Judgment entered into on December 20, 2019, as described below (the “Delaware Order and Final Judgment”), the MCC Merger Exchange Ratio will be 0.66 shares of the Company’s common stock. MCC and the Company are appealing the Delaware Order and Final Judgment with respect to the Delaware Court of Chancery’s ruling on the Plaintiff Attorney Fees. Under the Amended MCC Merger Agreement, the MCC Merger exchange ratio is not subject to adjustment based on changes in the NAV of the Company or the market price of MCC’s common stock before the MCC Merger effective time. In addition, under the Settlement, the defendant parties to the Settlement (other than MDLY) shall, among other things, deposit or cause to be deposited the Settlement Shares, the number of shares of which is to be calculated using the pro forma NAV of $6.37 per share as of June 30, 2019, and is not subject to subsequent adjustment based on changes in the NAV of the Company or the market price of MCC’s common stock before the MCC Merger effective time, provided that the MCC Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions. Pursuant to the Amended MDLY Merger Agreement, MDLY will, on the terms and subject to the conditions set forth in the Amended MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger. In the MDLY Merger, each share of MDLY Class A Common Stock, issued and outstanding immediately prior to the MDLY Merger effective time (other than shares of MDLY Class A Common Stock held by MDLY, the Company or their respective wholly owned subsidiaries (the “Excluded MDLY Shares”) and the Dissenting Shares (as defined in the Amended MDLY Merger Agreement), held, immediately prior to the MDLY Merger effective time, by any person other than a Medley LLC Unitholder (as defined below)), will be exchanged for (i) 0.2668 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.96 per share. In addition, in the MDLY Merger, each share of MDLY Class A Common Stock issued and outstanding immediately prior to the MDLY Merger effective time, other than the Excluded MDLY Shares and the Dissenting Shares, held, immediately prior to the MDLY Merger effective time, by holders of the issued and outstanding limited liability company interests of Medley LLC (the “Medley LLC Units” and, holders of the Medley LLC Units at any time on or after July 29, 2019, the “Medley LLC Unitholders”) will be exchanged for (i) 0.2072 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.66 per share. Under the Amended MDLY Merger Agreement, the MDLY exchange ratios and the cash consideration amount was fixed on July 29, 2019, the date of the signing of the Amended MDLY Merger Agreement. The MDLY exchange ratios and the cash consideration amount are not subject to adjustment based on changes in the net asset value of the Company or the market price of MDLY Class A common stock before the MDLY Merger effective time, provided that the MDLY Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions.

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and the Combined Company would be internally managed by MCC Advisors LLC, its wholly controlled adviser subsidiary. If only the MDLY Merger is consummated, while the investment portfolios of MCC and the Company would not be combined, the investment management function relating to the operation of the Company, as the surviving company, would still be internalized (the “Sierra/MDLY Company”) and the Sierra/MDLY Company would be managed by MCC Advisors LLC.

Note 9. Directors Fees

Effective January 1, 2017, each independent director will be compensated as follows: (i) an annual retainer of $85,000; (ii) a fee of $3,000 for each in-person board meeting in which they participate; (iii) a fee of $1,000 for each telephonic board meeting in which they participate; (iv) a fee of $2,500 for each in-person audit committee meeting in which they participate; (v) a fee $1,000 for each telephonic audit committee meeting in which they participate; (vi) a fee of $2,000 for each in-person nominating and corporate governance committee meeting in which they participate; and (vii) a fee of $1,000 for each telephonic nominating and corporate governance committee meeting in which they participate. In addition, each independent director will be reimbursed for reasonable and documented out-of-pocket expenses incurred in connection with attending each board or committee meeting. In addition, the Chair of the audit committee receives an annual retainer of $15,000, while the Chair of any other committee receives an annual retainer of $5,000. The Lead Independent Director receives an annual retainer of $10,000.

In addition, the Board established a special committee comprised solely of its independent directors (the “Sierra Special Committee”), for the purpose of assessing the merits of various business proposals. On January 26, 2018, the Board approved (i) a monthly fee of $15,000 payable to the Chairman of the Sierra Special Committee, (ii) a monthly fee of $10,000 payable to each of the other members of the Sierra Special Committee, and (iii) reimbursement for all out-of-pocket expenses incurred by the members of the Sierra Special Committee in connection with his services as a member of the Special Committee consistent with the Company’s policies for reimbursement of members of the Board. On July 2, 2018, the Board approved an increase in the monthly fee payable to the members of the Sierra Special Committee. Effective July 1, 2018, the monthly fee payable to the Chairman of the Sierra Special Committee was increased to $20,000 and a monthly fee payable to each of the other members of the Sierra Special Committee was increased to $15,000.

For the three months ended March 31, 2020 and 2019, the Company recorded directors' fees expenses in General and Administrative expenses on the Consolidated Statement of Operations of $268,125 and $293,250, respectively.

Note 10. Earnings Per Share

In accordance with the provisions of ASC Topic 260 - Earnings per Share, basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the three months ended March 31, 2020 and 2019:

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	For the Three Months Ended March 31, 2020
	2020			2019
Net increase/(decrease) in net assets from operations	$	(119,241,006	)	$	14,913,372
Weighted average common shares outstanding	102,715,153			99,158,430
Weighted average basic and diluted earnings/(loss) per common share	$	(1.16	)	$	0.15

Note 11. Commitments

As of March 31, 2020 and December 31, 2019, the Company had $27,176,014 and $32,654,545, respectively, of unfunded commitments under loan and financing agreements. These amounts are primarily composed of commitments for senior secured term loans, revolvers, and additional capital contributions for the Sierra JV. The unrealized gain or loss associated with unfunded commitments is recorded in the financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments. The par amount of the unfunded commitments are not recognized by the Company until the commitment is funded.



	As of
	March 31, 2020		December 31, 2019
1888 Industrial Services, LLC	$	454,097	$	424,422
AAAHI Acquisition Corporation	1,373,964		1,586,982
Access Media Holdings, LLC	88,200		88,200
Alpine SG, LLC	1,000,000		1,000,000
Black Angus Steakhouses, LLC	2,232,143		2,232,143
DataOnline Corp.	535,714		2,142,857
Isola USA Corp.	1,138,277		1,138,277
Kemmerer Operations LLC	908,475		908,475
Offen, Inc.	1,061,947		1,061,947
Redwood Services Group, LLC	575,000		1,725,000
SFP Holdings, Inc.	5,459,025		10,151,775
Sierra Senior Loan Strategy JV I LLC	4,200,000		4,200,000
Simplified Logistics, LLC	1,466,667		5,000,000
Smile Doctors LLC	547,700		994,467
Sungard AS New Holdings III, LLC	714,915		—
West Dermatology	5,419,890		—
Total Commitments	$	27,176,014	$	32,654,545

Insurance Reimbursements

In January 2020, the Company received confirmation from its insurance carriers that a portion of expenses related to the Delaware

Action were covered under the Company's insurance policy and that the insurance carriers would reimburse the Company for $0.9 million. Accordingly, as of December 31, 2019, the Company recorded a $0.9 million receivable, which is included on the Consolidated Statement of Assets and Liabilities in prepaid expenses and other assets and resulted in a corresponding offset or reduction in deferred transaction costs. On March 20, 2020, the Company received such insurance reimbursement of $0.9 million.

Note 12. Fee Income

Fee income consists of origination fees, amendment fees, prepayment fees, administrative agent fees and other miscellaneous fees. Origination fees, prepayment fees, amendment fees, and other similar fees are non-recurring fee sources. Such fees are received on a transaction by transaction basis and do not constitute a regular stream of income. The following table shows the Company’s fee income for the three months ended March 31, 2020 and 2019:

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	For the Three Months Ended March 31, 2020
	2020		2019
Origination fees	$	82,379	$	44,689
Prepayment fees	—		341,588
Amendment fees	16,843		119,034
Administrative agent fees	15,300		29,199
Other fees	7,176		—
Fee income	$	121,698	$	534,510

Note 13. Distributions and Share Repurchase Program Distributions

Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Company’s board of directors.

The Company has adopted an “opt in” distribution reinvestment plan (“DRIP”) pursuant to which the Company’s stockholders may elect to have the full amount of any cash distributions reinvested in additional shares of the Company’s common stock. On June 30, 2017, the Board approved an amendment to the DRIP, pursuant to which the number of newly-issued shares of the Company’s common stock to be issued to a participating stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 94.5%, rather than 90%, of the Company’s then current offering price. The Company amended the DRIP as a result of the Company’s revised fee structure, which went into effect on June 16, 2017. Under the Company’s revised fee structure the upfront selling commission was reduced from 7.00% of gross proceeds to up to 3.00% of gross proceeds and the dealer manager fee was reduced from 2.75% of gross proceeds to up to 2.50% of gross proceeds. If the Company declares a cash dividend or other distribution, each stockholder that has “opted in” to the DRIP will have their distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions. For the three months ended March 31, 2020, the Company distributed a total of 10,691,828, of which $6,848,697 was in cash and $3,843,131 was in the form of common stock associated with the DRIP. For the three months ended March 31, 2019, the Company distributed a total of $15,814,922, of which $9,626,848, was in cash and $6,188,074 was in the form of common stock associated with the DRIP.

The following table reflects the cash distributions per share that the Company has declared or paid to its stockholders during 2020 and 2019. Stockholders of record as of each respective record date were entitled to receive the distribution.



Record Date	Payment Date	Amount per share
January 25, 2019	January 31, 2019	0.05334
February 11, 2019	February 28, 2019	0.05334
March 11, 2019	March 29, 2019	0.05334
April 29, 2019	April 30, 2019	0.05334
May 30, 2019	May 31, 2019	0.05334
June 27, 2019	June 28, 2019	0.05334
July 30, 2019	July 31, 2019	0.05334
August 29, 2019	August 30, 2019	0.05334
September 27, 2019	September 30, 2019	0.05334
October 30, 2019	October 31, 2019	0.05334
November 28, 2019	November 29, 2019	0.05334
December 30, 2019	December 31, 2019	0.05334
January 30, 2020	January 31, 2020	0.03500
February 27, 2020	February 28, 2020	0.03500
March 30, 2020	March 31, 2020	0.03500

The Company’s distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Company for investment. Any capital returned to stockholders through distributions will be distributed after payment of fees and expenses. Our board of directors temporarily suspended the monthly distributions on the shares of the Company’s common stock. See “Recent Developments” for more information.

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The Company’s previous distributions to stockholders may have been funded from temporary Expense Support Reimbursements that may have been subject to repayment to SIC Advisors, pursuant to the Expense Support Agreement, which expired on December 31, 2016. The portion of these distributions derived from temporary Expense Support Reimbursements were not based on the Company's investment performance and may not continue in the future. If SIC Advisors had not agreed to make Expense Support Reimbursements, these distributions would have come from paid-in-capital. The Company's contingent obligation to repay eligible reimbursements to SIC Advisors expired on September 30, 2019. See Note 7 for more information.

The determination of the tax attributes (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid-in-capital surplus which is a nontaxable distribution) of distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income earned and distributions paid during the fiscal year.

Share Repurchase Program

In June 2013, the Company commenced a share repurchase program pursuant to which it conducted quarterly share repurchases of up to 2.5% of the weighted average number of outstanding shares of its common stock in the prior four calendar quarters or 10% of the weighted average number of outstanding shares in the prior 12-month period. In connection with the Mergers, the Company suspended the Share Repurchase Program. The purpose of the share repurchase program was to allow stockholders to sell their shares back to the Company at a price equal to the most recently disclosed NAV per share of the Company's common stock immediately prior to the date of repurchase. Shares were purchased from stockholders participating in the program on a pro-rata basis. Unless the Company's board of directors determined otherwise, the number of shares repurchased during any calendar year were limited to the proceeds received in association with the sale of shares of common stock under the distribution reinvestment plan.

The following table reflects activity under the Company’s Share Repurchase Program:



Offer Date	Quantity Offered	Price per Share		Repurchase Date	Repurchase Quantity
6/4/2013	16,652	$	9.18	—	—
8/8/2013	32,627	9.13		9/27/2013	3,642
11/7/2013	60,966	9.14		12/19/2013	5,826
3/12/2014	120,816	9.18		4/25/2014	9,835
5/6/2014	199,476	9.20		6/13/2014	17,777
8/5/2014	294,068	9.25		9/12/2014	35,887
11/5/2014	411,894	9.22		12/24/2014	411,894
3/4/2015	535,571	8.97		4/24/2015	68,472
5/6/2015	620,420	8.98		6/24/2015	90,916
8/5/2015	727,654	8.96		9/29/2015	328,353
11/3/2015	853,688	8.56		12/23/2015	285,559
3/2/2016	959,436	8.16		4/29/2016	959,436
5/5/2016	1,005,447	8.04		6/30/2016	855,215
8/4/2016	1,048,412	8.11		9/28/2016	1,048,407
11/25/2016	1,077,370	8.14		12/27/2016	1,077,352
4/4/2017	871,815	8.17		5/4/2017	871,806
5/23/2017	876,277	8.10		6/23/2017	876,254
8/24/2017	870,360	8.02		9/25/2017	870,337
11/22/2017	873,974	7.89		12/22/2017	873,932
3/27/2018	895,070	7.66		5/8/2018	895,036
5/21/2018	890,089	7.49		6/29/2018	890,048

Notwithstanding the suspension of the share repurchase program and, in connection with the Amended MCC Merger Agreement, our board of directors approved the repurchase of shares of our common stock from our stockholders who have requested repurchases in connection with such stockholder’s death or disability. In the event of the death or disability of a stockholder, the Company will repurchase the shares held by such stockholder at a price equal to the NAV per share of our shares as disclosed in the periodic report the Company files with the SEC immediately following the date of the death or disability of such stockholder. The Company's board of directors has the right to suspend or terminate repurchases due to death or disability to the extent that it determines that it is in the Company's best interest to do so. During the three months ended March 31, 2020 and 2019, the Company repurchased 124,861 and 0 shares, respectively, of certain shareholders due to death or disability.

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Note 14. Financial Highlights

The following is a schedule of financial highlights of the Company for the three months ended March 31, 2020 and 2019:



	2020			2019
Per Share Data:⁽¹⁾
Net asset value at beginning of period	$	5.78		$	6.72
Net investment income	0.01			0.09
Net realized gains/(losses) on investments and total return swap	—			(0.17		)
Net unrealized appreciation/(depreciation) on investments and total return swap	(1.17		)	0.23
Net increase/(decrease) in net assets	$	(1.16	)	$	0.15
Distributions from return of capital	—			—
Distributions declared from net investment income⁽²⁾	(0.11		)	(0.16		)
Distributions from net realized capital gains	—			—
Total distributions to shareholders	$	(0.11	)	$	(0.16	)
Issuance of common shares above net asset value⁽³⁾	—			—
Net asset value at end of period	$	4.51		$	6.71
Total return based on net asset value⁽⁴⁾⁽⁵⁾	(20.39		)%	2.36		%
Portfolio turnover rate⁽⁵⁾	3.90		%	6.73		%
Shares outstanding at end of period	102,867,551			99,485,633
Net assets at end of period	$	464,251,324		$	667,366,723
Ratio/Supplemental Data (annualized):
Ratio of net investment income to average net assets	0.63		%	5.39		%
Ratio of net expenses (including incentive fees) to average net assets	7.89		%	7.38		%
Ratio of incentive fees to average net assets ⁽⁵⁾	—		%	—		%
Supplemental Data (annualized):
Asset coverage ratio per unit⁽⁶⁾	$	2,731		$	3,034
Percentage of non-recurring fee income⁽⁷⁾	3.57		%	9.80		%
Ratio of net expenses (excluding incentive fees) to average net assets	7.89		%	7.38		%
Ratio of interest and financing related expenses to average net assets	3.27		%	3.31		%
Total Debt Outstanding^:(8)(9)
Revolving Credit Facility	$	268,100,000		$	328,100,000


(1)	The per share data was derived by using the weighted average shares outstanding during the three months ended March 31, 2020 and 2019, which were 102,715,153 and 99,158,430 respectively.


(2)	The per share data for distributions is the actual amount of paid distributions per share during the period.


(3)	Shares issued under the DRIP (see Note 13) as well as the continuous issuance of common shares may cause on incremental increase/decrease in NAV per share due to the effect of issuing shares at amounts that differ from the prevailing NAV at each issuance.


(4)	Total annual returns are historical and assume reinvestments of all dividends and distributions at prices obtained under the Company’s DRIP, and no sales charge.


(5)	Not annualized.

(6)

Asset coverage per unit is the ratio of the carrying value of the Company's total consolidated assets for regulatory purposes, which includes the underlying fair value of net TRS, less all liabilities and indebtedness not represented by senior securities to the aggregate amount of Senior Securities representing indebtedness and the implied leverage on the TRS. Asset coverage per unit is expressed in terms of dollars per $1,000 of indebtedness. As of March 31, 2020 and 2019, the Company's Asset Coverage Per Unit including unfunded commitments was $2,479 and $2,726, respectively.


(7)	Represents the impact of non-recurring fees over total investment income.


(8)	Total amount of each class of senior securities outstanding at the end of the period excluding debt issuance costs.


(9)	Average market value per unit is not applicable as these classes of securities are not registered for public trading.

Note 15. Subsequent Events

Management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2020, except as disclosed below.

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distributions at a future date. The Company believes that it is in the best long-term interests of its shareholders to maintain a conservative approach to its distribution policy during this volatile economic environment.

Section 9.1(c) of the Amended MCC Merger Agreement and Section 9.1(c) of the Amended MDLY Merger Agreement each permits the Company and either MCC or MDLY, as applicable, to terminate the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement, respectively, if the MCC Merger or the MDLY Merger, as applicable, has not been consummated on or before March 31, 2020 (the “Outside Date”). On May 1, 2020, the Company terminated both the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement effective as of May 1, 2020 as the Outside Date has passed and neither the MCC Merger or the MDLY Merger has been consummated. In determining to terminate the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement, the Company considered a number of factors, including, among other factors, changes in the relative valuations of the Company, MCC, and MDLY, the changed circumstances and the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus (COVID-19) pandemic, and the uncertainty regarding the parties’ ability to satisfy the conditions to closing in a timely manner.

As a result of the foregoing, in connection with the Delaware Action, no Settlement Fund will be established or paid to the stockholders of MCC and no Contingent Fee Award will be paid to plaintiff’s counsel. The other terms of the Settlement, including the releases provided for in the Delaware Order and Final Judgment, remain in effect. In addition, as a result of the foregoing, $15.7 million of deferred transaction costs incurred in connection with the Mergers that were deferred until the closing or termination of the Mergers will be expensed in the quarter ended June 30, 2020.

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

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K.

Except as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refers to Sierra Income Corporation. “SIC Advisors” or “Adviser” refers to SIC Advisors LLC, our investment adviser. SIC Advisors is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc., a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly-owned by the senior professionals of Medley LLC. “Medley” refers, collectively, to the activities and operations of Medley Capital LLC, Medley LLC, Medley Management Inc., Medley Group LLC, SIC Advisors, associated investment funds and their respective affiliates.

Some of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including, but not limited to, statements as to:


•	our future operating results;


•	our business prospects and the prospects of our portfolio companies;


•	changes in political, economic, or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes in the value of our assets;


•	risks associated with possible disruptions in our operations or the economy generally;


•	the risk that, if the current period of capital markets disruption and instability continues for an extended period of time, that our stockholders may not receive distributions, if any, or at historical levels and that a portion of our distribution in the future may be a return of capital;


•	the effect of investments that we expect to make;


•	our contractual arrangements and relationships with third parties;


•	actual and potential conflicts of interest with SIC Advisors and its affiliates;


•	the dependence of our future success on the general economy and its effect on the industries in which we invest;


•	the ability of our portfolio companies to achieve their objectives;


•	the use of borrowed money to finance a portion of our investments;


•	the adequacy of our financing sources and working capital;


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


•	the ability of SIC Advisors to locate suitable investments for us and to monitor and administer our investments;


•	the ability of SIC Advisors and its affiliates to attract and retain highly talented professionals;


•	our ability to maintain our qualification as a RIC and as a BDC;


•	the effect of changes in laws or regulations affecting our operations;

•

uncertainties associated with the impact from the COVID-19 pandemic, including: its impact on the global and U.S. capital markets, and the global and U.S. economy; the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our and their ability to achieve their respective objectives; the effect of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business and our use of borrowed money to finance a portion of our investments; and


•	the impact of the termination of the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement on our business, financial results, and ability to pay dividends and distributions, if any, to our stockholders.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward-looking statements contained in this quarterly 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 due to the factors set forth in “Risk Factors” in this quarterly report on Form 10-Q and in Item 1A “Risk Factors” in Part 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. 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

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the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.

COVID-19 Developments

On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) as a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19. The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, imposed restricting travel, and temporarily closing many corporate offices, retail stores, restaurants, fitness clubs and manufacturing facilities and factories in affected jurisdictions. Such actions are creating disruption in global supply chains and adversely impacting a number of industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 presents material uncertainty and risks with respect to the underlying value of the Company’s portfolio companies, the Company’s business, financial condition, results of operations and cash flows, such as the potential negative impact to financing arrangements, increased costs of operations, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

We have evaluated subsequent events from March 31, 2020 through May 15, 2020. However, as the discussion in this Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to the Company’s financial statements for the quarterly period end March 31, 2020, the analysis contained herein may not fully account for impacts relating to the COVID-19 pandemic. In that regard, for example, as of March 31, 2020, the Company valued its portfolio investments in conformity with U.S. GAAP based on the facts and circumstances known by the Company at that time, or reasonably expected to be known at that time. Due to the overall volatility that the COVID-19 pandemic has caused during the months that followed our March 31, 2020 valuation, any valuations conducted now or in the future in conformity with U.S. GAAP could result in a lower fair value of our portfolio. The impact to our results going forward may depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond our control. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected at this time.

Overview

We are an externally managed non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. We are externally managed by SIC Advisors, which is an investment adviser registered with the SEC under the Advisers Act. SIC Advisors is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. In addition, we have elected, and intend to qualify annually to be treated, for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code.

Under our Investment Advisory Agreement, we pay SIC Advisors a base management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we reimburse Medley for the allocable portion of overhead and other expenses incurred by Medley Capital LLC in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer and their respective staffs.

We intend to meet our investment objective by primarily lending to, and investing in, the debt of privately owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $1 billion. We intend to focus primarily on making investments in first lien senior secured debt, second lien secured debt, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We will originate transactions sourced through SIC Advisors’ existing network, and, to a lesser extent, expect to acquire debt securities through the secondary market. We may make equity investments in companies that we believe will generate appropriate risk adjusted returns, although we do not expect such investments to be a substantial portion of our portfolio.

The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such portfolio companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make. Based on prevailing market conditions, we anticipate that we will invest the proceeds from each subscription closing generally

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within 30-90 days. The precise timing will depend on the availability of investment opportunities that are consistent with our investment objectives and strategies.

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 of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements under the 1940 Act are met) after such borrowing, with certain limited exceptions. To maintain our RIC tax treatment, we must meet specified source-of-income and asset diversification requirements. To be eligible for RIC tax treatment under Subchapter M for U.S. federal income tax purposes, we must distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, for the taxable year.

Agreements and Plan of Mergers

Simultaneously, pursuant to the Agreement and Plan of Merger (the "MDLY Merger Agreement"), dated as of August 9, 2018, by and among MDLY, the Company, and Sierra Management, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), MDLY would, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the merger (the “MDLY Merger” together with the MCC Merger, the "Mergers"), and MDLY’s existing asset management business would continue to operate as a wholly owned subsidiary of the Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time (other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive (i) 0.3836 shares of our common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MDLY Merger; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY's stockholders would have the right to receive certain dividends and/or other payments.

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Settlement, the defendant parties to the Settlement (other than MDLY) shall, among other things, deposit or cause to be deposited the Settlement Shares, the number of shares of which is to be calculated using the pro forma NAV of $6.37 per share as of June 30, 2019, and is not subject to subsequent adjustment based on changes in the NAV of the Company or the market price of MCC’s common stock before the MCC Merger effective time, provided that the MCC Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions.

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Set forth below is a description of the Decision (as defined below), which should be read in the context of the impact of the Delaware Order and Final Judgment and corresponding Settlement.

On March 20, 2019, another purported stockholder class action was commenced by Stephen Altman against Brook Taube, Seth Taube, Jeff Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, Mark Lerdal, and John E. Mack in the Delaware Court of Chancery, captioned Altman v. Taube, Case No. 2019-0219 (the “Altman Action”). The complaint in the Altman Action alleged that the defendants breached their fiduciary duties to stockholders of MCC in connection with the vote of MCC’s stockholders on the proposed mergers. On April 8, 2019, the Delaware Court of Chancery granted a stipulation consolidating the Delaware Action and the Altman Action, designating the amended complaint in the Delaware Action as the operative complaint, and designating the plaintiffs in the Delaware Action and their counsel the lead plaintiffs and lead plaintiffs’ counsel, respectively.


a,	$100,000 for the agreement by the Company’s board of directors to appoint one independent director of MCC who will be selected by the independent directors of the Company on the board of directors of the post-merger company upon the closing of the Mergers; and


b.	the amount calculated by solving for A in the following formula:

Award[A]=(Monetary Fund[M]+Award[A]-Look Through[L])*Percentage[P]

Whereas

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A	shall be the amount of the Additional Fee (excluding the $100,000 award for the agreement by the Company’s board of directors to appoint one independent director of MCC who will be selected by the independent directors of the Company on the board of directors of the post-merger company upon the closing of the Mergers);


M	shall be the sum of (i) the $17 million cash component of the Settlement Fund and (ii) the value of the post-merger company stock component of the Settlement Fund, which shall be calculated as the product of the VPS (as defined below) and 4,709,576.14 (the number of shares of post-merger company’s stock comprising the stock component of the net settlement amount);


L	shall be the amount representing the estimated value of the decrease in shares to be received by eligible class members arising by operation of the change in the “Exchange Ratio” under the Amended MCC Merger Agreement, calculated as follows:

L = ((ES * 68%) - (ES * 66%)) * VPS

Where:

ES shall be the number of eligible shares;


VPS	shall be the pro forma NAV per share of the post-merger company’s common stock as of the closing as reported in the public disclosure filed nearest in time and after the closing (the “Closing NAV Disclosure”); and

P shall equal 0.26

On January 17, 2020, MCC and the Company filed a notice of appeal with the Delaware Supreme Court from those provisions of the Order and Final Judgment with respect to the Contingent Fee Award.

Revenues

We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the senior debt we invest in will generally have stated terms of three to ten years and that the subordinated debt we invest in will generally have stated terms of five to ten years. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In addition, some of our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. OIDs and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

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Expenses

Our primary annual operating expenses consist of the payment of advisory fees and the reimbursement of expenses under our Investment Advisory Agreement with SIC Advisors and our Administration Agreement with Medley Capital LLC. We bear other expenses, which include, among other things:


•	corporate, organizational and offering expenses relating to offerings of our common stock, subject to limitations included in our Investment Advisory Agreement;


•	the cost of calculating our NAV, including the related fees and cost of any third-party valuation services;


•	the cost of effecting sales and repurchases of shares of our common stock and other securities;


•	fees payable to third parties relating to, or associated with, monitoring our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;


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


•	transfer agent and custodial fees;


•	fees and expenses associated with marketing efforts subject to limitations included in the Investment Advisory Agreement;


•	federal and state registration fees and any stock exchange listing fees;


•	federal, state and local taxes;


•	independent directors’ fees and expenses, including travel expenses;


•	costs of director and stockholder meetings, proxy statements, stockholders’ reports and notices;


•	costs of fidelity bonds, directors and officers/errors and omissions liability insurance and other types of insurance;


•	direct costs, including those relating to printing of stockholder reports and advertising or sales materials, mailing, long distance telephone and staff subject to limitations included in the Investment Advisory Agreement;


•	fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002, the 1940 Act and applicable federal and state securities laws;


•	brokerage commissions for our investments;


•	all other expenses incurred by us or SIC Advisors in connection with administering our investment portfolio, including expenses incurred by SIC Advisors in performing certain of its obligations under the Investment Advisory Agreement; and


•	the reimbursement of the compensation of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, whose compensation is paid by Medley Capital LLC, to the extent that each such reimbursement amount is annually approved by our independent director committee and subject to the limitations included in our Administration Agreement.

Administrative Services

We reimburse Medley Capital LLC for the administrative expenses necessary for its performance of services to us. However, such reimbursement is made at an amount equal to the lower of Medley Capital LLC’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC.

Portfolio and Investment Activity

The following table shows the amortized cost and the fair value of our investment portfolio as of March 31, 2020:



	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	405,261,570	49.8	%	$	314,110,335	55.3	%
Senior secured second lien term loans	150,564,139		18.6		100,382,115		17.7
Senior secured first lien notes	14,470,250		1.8		8,670,253		1.5
Subordinated notes	68,957,826		8.5		42,193,531		7.4
Sierra Senior Loan Strategy JV I LLC	92,050,000		11.4		42,474,224		7.5
Equity/warrants	79,910,097		9.9		60,450,877		10.6
Total	$	811,213,882	100.0	%	$	568,281,335	100.0	%

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As of March 31, 2020, our income-bearing investment portfolio, which represented 81.6% of our total portfolio, had a weighted average yield based upon the cost of our investment portfolio of 9.7%, and 3.7% of our income-bearing portfolio bore interest based on fixed rates, while 96.3% of our income-bearing portfolio bore interest at floating rates, such as LIBOR.

For the three months ended March 31, 2020, we invested $28.6 million of principal in directly originated transactions across 9 portfolio companies and $6.5 million of principal in syndicated transactions across 3 portfolio companies. As of March 31, 2020, the investment portfolio was comprised of $657.7 million of principal in directly originated transactions across 64 portfolio companies and $138.0 million of principal in syndicated transactions across 23 portfolio companies.

The following table shows the amortized cost and the fair value of our investment portfolio as of December 31, 2019:



	Amortized Cost		Percentage		Fair Value		Percentage
Senior secured first lien term loans	$	382,580,269	48.0	%	$	328,816,197	48.7	%
Senior secured second lien term loans	157,794,323		19.8		122,817,885		18.2
Senior secured first lien notes	15,217,625		1.9		14,354,825		2.1
Subordinated notes	92,050,000		11.5		68,434,389		10.1
Sierra Senior Loan Strategy JV I LLC	70,422,851		8.8		63,021,420		9.3
Equity/warrants	79,968,093		10.0		78,179,214		11.6
Total	$	798,033,161	100.0	%	$	675,623,930	100.0	%

As of December 31, 2019, our income-bearing investment portfolio, which represented 87.2% of our total portfolio, had a weighted average yield based upon the cost of our investment portfolio of approximately 9.6%, and 4.5% of our income-bearing portfolio bore interest based on fixed rates, while 95.5% of our income-bearing portfolio bore interest at floating rates, such as LIBOR.

The following table shows weighted average current yield to maturity based on fair value as of March 31, 2020 and December 31, 2019:



	March 31, 2020				December 31, 2019
	Percentage of Total Investments		Weighted Average Current Yield for Total Investments⁽¹⁾		Percentage of Total Investments		Weighted Average Current Yield for Total Investments⁽¹⁾
Senior secured first lien term loans	55.3	%	12.3	%	48.7	%	10.4	%
Senior secured second lien term loans	17.7		11.8		18.2		11.0
Senior secured first lien notes	1.5		13.9		2.1		29.6
Subordinated notes	7.4		9.8		10.1		10.8
Sierra Senior Loan Strategy JV I LLC	7.5		9.6		9.3		9.6
Equity/warrants	10.6		9.7		11.6		9.7
Total	100.0	%	11.8	%	100.0	%	10.9	%


(1)	The weighted average current yield for total investments does not represent the total return to our stockholders.

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The following table shows the portfolio composition by industry classification based on fair value as of March 31, 2020:



Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Multi-Sector Holdings	$	83,712,377	14.8	%
High Tech Industries	77,571,982		13.7	%
Services: Business	70,329,674		12.4	%
Healthcare & Pharmaceuticals	56,523,542		9.9	%
Banking, Finance, Insurance & Real Estate	49,756,783		8.8	%
Construction & Building	34,486,687		6.1	%
Aerospace & Defense	31,719,245		5.6	%
Wholesale	23,962,090		4.2	%
Consumer Goods: Durable	22,315,069		3.9	%
Automotive	21,329,952		3.8	%
Containers, Packaging & Glass	14,996,190		2.6	%
Hotel, Gaming & Leisure	14,815,486		2.6	%
Transportation: Cargo	12,072,031		2.1	%
Chemicals, Plastics & Rubber	8,050,693		1.4	%
Media: Diversified & Production	7,249,847		1.3	%
Forest Products & Paper	7,030,225		1.2	%
Transportation: Consumer	6,385,679		1.1	%
Environmental Industries	6,068,303		1.1	%
Capital Equipment	5,766,486		1.0	%
Consumer Goods: Non-durable	4,477,130		0.8	%
Metals & Mining	3,345,051		0.6	%
Energy: Oil & Gas	3,112,240		0.5	%
Media: Broadcasting & Subscription	1,297,085		0.2	%
Media: Advertising, Printing & Publishing	1,118,750		0.2	%
Retail	788,738		0.1	%
Total	$	568,281,335	100.0	%

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The following table shows the portfolio composition by industry classification based on fair value as of December 31, 2019:



Industry Classification	Investments at Fair Value		Percentage of Total Portfolio
Multi-Sector Holdings	$	130,278,650	19.2	%
High Tech Industries	81,531,661		12.1
Services: Business	81,285,736		12.0
Healthcare & Pharmaceuticals	57,374,851		8.5
Banking, Finance, Insurance & Real Estate	52,049,297		7.7
Construction & Building	39,865,739		5.9
Wholesale	35,186,289		5.2
Aerospace & Defense	34,475,020		5.1
Consumer Goods: Durable	24,214,089		3.6
Hotel, Gaming & Leisure	21,365,163		3.2
Automotive	19,861,655		2.9
Containers, Packaging & Glass	15,655,179		2.3
Transportation: Cargo	12,771,231		1.9
Energy: Oil & Gas	10,007,469		1.5
Chemicals, Plastics & Rubber	9,505,614		1.4
Media: Diversified & Production	9,493,583		1.4
Forest Products & Paper	7,182,914		1.1
Transportation: Consumer	6,877,180		1.0
Capital Equipment	6,537,927		1.0
Environmental Industries	6,414,400		0.9
Consumer Goods: Non-durable	4,721,895		0.7
Metals & Mining	3,258,022		0.5
Media: Broadcasting & Subscription	2,163,218		0.3
Retail	1,846,648		0.3
Media: Advertising, Printing & Publishing	1,700,500		0.3
Total	$	675,623,930	100.0	%

SIC Advisors regularly assesses the risk profile of our portfolio investments and rates each of them based on the categories set forth below, which we refer to as SIC Advisors’ investment credit rating. Investment credit ratings are assigned to each of the investments in our portfolio that are directly held by the Company, but exclude any off-balance sheet interests of the Company:



Investment Credit Rating	Definition
1	Investments that are performing above expectations.

2	Investments that are performing within expectations, with risks that are neutral or favorable compared to risks at the time of origination or purchase. All new loans are rated ‘2’.

3	Investments that are performing below expectations and that require closer monitoring, but where no loss of interest, dividend or principal is expected. Companies rated ‘3’ may be out of compliance with financial covenants, however, loan payments are generally not past due.

4	Investments that are performing below expectations and for which risk has increased materially since origination or purchase. Some loss of interest or dividend is expected, but no loss of principal. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).

5	Investments that are performing substantially below expectations and whose risks have increased substantially since origination or purchase. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Some loss of principal is expected.

The following table shows the distribution of our investment portfolio, not including cash and cash equivalents, on the 1 to 5 investment credit rating scale at fair value as of March 31, 2020 and December 31, 2019:

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	March 31, 2020				December 31, 2019
Investment Credit Rating	Investments at Fair Value		Percentage		Investments at Fair Value		Percentage
1	$	49,728,280	8.8	%	$	58,241,430	8.6	%
2	335,852,955		59.1		455,613,817		67.5
3	150,205,350		26.4		144,141,977		21.3
4	11,576,070		2.0		7,187,740		1.1
5	20,918,680		3.7		10,438,966		1.5
Total	$	568,281,335	100.0	%	$	675,623,930	100.0	%

Results of Operations

The following table shows operating results for the three months ended March 31, 2020 and 2019:



	For the Three Months Ended March 31,
	2020			2019
Total investment income	$	11,176,811		$	20,910,460
Total expenses	10,353,011			12,115,767
Net investment income	823,800			8,794,693
Net realized gain/(loss) from investments and total return swap	217,479			(16,585,595		)
Net change in unrealized appreciation/(depreciation) on investments and total return swap	(120,523,220		)	25,678,886
Change in provision for deferred taxes on unrealized gain on investments	240,935			(2,974,612		)
Net increase/(decrease) in net assets resulting from operations	$	(119,241,006	)	$	14,913,372

Investment Income

Total investment income decreased $9,733,649, or 46.5%, to $11,176,811 for the three months ended March 31, 2020, compared to $20,910,460 for the three months ended March 31, 2019. Total investment income consisted primarily of portfolio interest and dividends, which decreased $10,266,690, or 51.1%, to $9,823,738 for the three months ended March 31, 2020, compared to $20,090,428 for the three months ended March 31, 2019. This decrease was primarily attributable to an increase in the number of portfolio companies on non-accrual, and to a lesser extent, a decrease in the size of the underlying portfolio due to reduced leverage utilization. As of March 31, 2020, certain investments in sixteen portfolio companies were on non-accrual status with a combined cost of $140,738,101, or 17.3% of the cost of the Company's portfolio, and a combined fair value of $32,030,369, or 5.6% of the fair value of the Company's portfolio. As of March 31, 2020, certain investments in two portfolio companies were on partial non-accrual status with a combined cost of $18,617,271, or 2.3% of the cost of the Company's portfolio, and a combined fair value of $17,420,745, or 3.1% of the fair value of the Company's portfolio. As of March 31, 2019, nine portfolio companies were on non-accrual status with a cost of $95,342,694, or 10.0% of the cost of the Company's portfolio, and a fair value of $40,351,458, or 4.5% of the fair value of the Company's portfolio. Fee income decreased $412,812, or 77.2%, to $121,698 for the three months ended March 31, 2020, compared to $534,510 for the three months ended March 31, 2019, primarily due to a decrease in fees associated with loan originations and loan prepayments.

Operating Expenses

The following table shows operating expenses for the three months ended March 31, 2020 and 2019 :



	For the Three Months Ended March 31,
	2020		2019
Base management fees	$	3,251,451	$	4,442,090
Interest and financing expenses	4,287,663		5,430,233
Incentive fees	—		—
General and administrative expenses	1,970,968		941,498
Administrator expenses	721,632		622,071
Offering costs	3,243		32,308
Professional fees	118,054		647,567
Total expenses	$	10,353,011	$	12,115,767

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Total expenses decreased $1,762,756, or 14.5%, to $10,353,011 for the three months ended March 31, 2020, as compared to $12,115,767 for the three months ended March 31, 2019, primarily due to a decrease in base management fees and a decrease in interest and financing expenses.

Base management fees decreased $1,190,639, or 26.8%, to $3,251,451 for the three months ended March 31, 2020, as compared to $4,442,090 for the three months ended March 31, 2019, primarily due to a decrease in our gross assets.

Interest and financing expenses decreased $1,142,570, or 21.0%, to $4,287,663 for the three months ended March 31, 2020, as compared to $5,430,233 for the three months ended March 31, 2019, primarily due to a decrease in the weighted average interest rate of our credit facilities because of a decrease in LIBOR rates of 0.6%, or a 10.5% decrease.

General and administrative expenses increased $1,029,470, or 109.3%, to $1,970,968 for the three months ended March 31, 2020, as compared to $941,498 for the three months ended March 31, 2019, primarily due to an increase in the Company's insurance expenses.

Professional fees decreased $529,513, or 81.8% to $118,054 for the three months ended March 31, 2020, as compared to $647,567 for the three months ended March 31, 2019, primarily due to a one time adjustment in valuation expenses.

Net Realized Gains/Losses on Investments

We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of an investment, without regard to unrealized gains or losses previously recognized. For the three months ended March 31, 2020, we recognized net realized gain on investments of $217,479, primarily due to the sale of investments. For the three months ended March 31, 2019, we recognized net realized loss on investments of $16,585,595, primarily due to certain non-cash restructuring transactions and the wind-down of our TRS facility.

Net Unrealized Appreciation/Depreciation on Investments

Net change in unrealized appreciation/depreciation on investments reflects the net change in the fair value of our investments including the TRS and provision for deferred taxes. For the three months ended March 31, 2020, we recorded a net change in unrealized depreciation of $120,282,285. The unrealized depreciation resulted from negative credit-related adjustments that caused a reduction in fair value of certain portfolio investments. Negative credit-related adjustments were, in part, on watchlist securities and portfolio investments on non-accrual. In part, the net change in unrealized depreciation reflected widening credit spreads as market participants expected a higher yield on similar investments given the significant market volatility generated by the COVID-19 pandemic and, to some extent, other factors such as specific industry concerns, uncertainty about the duration of business shutdowns and near-term liquidity needs of certain of our portfolio investments. For additional information concerning the COVID-19 pandemic and its potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors, “We are currently operating in a period of capital markets disruptions and economic uncertainty. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business, financial condition and operations” and “We are currently operating in a period of capital markets disruptions and economic uncertainty. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business, financial condition and operations.”

For the three months ended March 31, 2019, we recorded a net change in unrealized appreciation of $22,704,274. The unrealized appreciation resulted from the reversal of unrealized losses as a result of realizations on certain non-cash restructuring transactions.

Changes in Net Assets from Operations

For the three months ended March 31, 2020, we recorded a net decrease in net assets resulting from operations of $119,241,006. Based on 102,715,153 weighted average common shares outstanding for the three months ended March 31, 2020, our per share net decrease in net assets resulting from operations was $1.16. For the three months ended March 31, 2019, we recorded a net increase in net assets resulting from operations of $14,913,372. Based on 99,158,430 weighted average common shares outstanding for the three months ended March 31, 2019, our per share net increase in net assets resulting from operations was $0.15.

Financial Condition, Liquidity and Capital Resources

As a BDC, we distribute substantially all of our net income to our stockholders and have an ongoing need to raise additional capital for investment purposes. To fund growth, we have a number of alternatives available to increase capital; including increasing debt, and funding from operational cash flow.

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Our liquidity and capital resources historically have been generated primarily from the net proceeds of our public offering of common stock, use of our credit facilities and our TRS. Currently, our primary source of liquidity is derived from the use of our credit facility.

As of March 31, 2020 and December 31, 2019, we had $151.8 million and $225.3 million, respectively, in cash and cash equivalents. In the future, we may generate cash from future offerings of securities, future borrowings and cash flows from operations, including interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. Our primary use of funds is to make investments in our targeted asset classes, cash distributions to our stockholders, and other general corporate purposes.

In order to satisfy the Code requirements applicable to us as a RIC, we intend to distribute to our stockholders substantially all of our taxable income, but we may also elect to periodically spillover certain excess undistributed taxable income from one tax year into the next tax year. In addition, as a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements under the 1940 Act are met) at the time of the borrowing or issuance of preferred stock. This requirement limits the amount that we may borrow.

The following table shows our net borrowings as of March 31, 2020 and December 31, 2019:



	March 31, 2020							December 31, 2019
	Total Commitment		Balance Outstanding			Unused Commitment		Total Commitment		Balance Outstanding			Unused Commitment
ING Credit Facility	$	215,000,000	$	88,100,000		$	126,900,000	$	215,000,000	$	88,100,000		$	126,900,000
Alpine Credit Facility	300,000,000		180,000,000			120,000,000		300,000,000		240,000,000			60,000,000
Total before deferred financing costs	515,000,000		268,100,000			246,900,000		515,000,000		328,100,000			186,900,000
Unamortized deferred financing costs	—		(1,800,914		)	—		—		(2,235,279		)	—
Total borrowings outstanding, net	$	515,000,000	$	266,299,086		$	246,900,000	$	515,000,000	$	325,864,721		$	186,900,000

ING Credit Facility

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The ING Credit Facility allows for us, at our option, to borrow money at a rate of either (i) an alternate base rate plus 1.50% per annum or (ii) LIBOR plus 2.50% per annum. The interest rate margins are subject to certain step-downs upon the satisfaction of certain conditions described in the Revolving Credit Agreement. The alternate base rate will be the greatest of (i) the U.S. Prime Rate set forth in the Wall Street Journal, (ii) the federal funds effective rate plus 1/2 of 1%, and (iii) three month LIBOR plus 1%. As of March 31, 2020 and December 31, 2019, the commitment under the ING Credit Facility was $215 million and includes an accordion feature that allows for potential future expansion of the ING Credit Facility up to a total of $500 million. Availability of loans under the ING Credit Facility is linked to the valuation of the collateral pursuant to a borrowing base mechanism.

We are also required to pay a commitment fee to the lenders based on the daily unused portion of the aggregate commitments under the ING Credit Facility. The commitment fee is (i) 1.50% if the used portion of the aggregate commitments is less than or equal to 40%, (ii) 0.75% if the used portion of the aggregate commitments is greater than 40% and less than or equal to 65% or (iii) 0.50% if the used portion of the aggregate commitments is greater than 65%. The ING Credit Facility provides that we may use the proceeds of the facility for general corporate purposes, including making investments in accordance with our investment objective and strategy. As of March 31, 2020 and December 31, 2019, our borrowings under the ING Facility totaled $88,100,000 and $88,100,000, respectively, and were recorded as part of revolving credit facilities payable on our Consolidated Statements of Assets and Liabilities.

Alpine Credit Facility

Borrowings under the Alpine Credit Facility are subject to compliance with a NAV coverage ratio with respect to the current value of Alpine’s portfolio and various eligibility criteria must be satisfied with respect to the initial acquisition of each loan in Alpine’s portfolio. Any amounts borrowed under the Alpine Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on March 29, 2022. As of March 31, 2020, Alpine’s borrowings under the Alpine Credit Facility totaled $180,000,000 and were recorded as part of revolving credit facilities payable on our Consolidated Statements of Assets and Liabilities.

Contractual Obligations

The following table shows our payment obligations for repayment of debt, which total our contractual obligations at March 31, 2020:



	Payment Due By Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
ING Credit Facility	$	88,100,000	$	88,100,000	$	—	$	—	$	—
Alpine Credit Facility	180,000,000		—		180,000,000				—
Total Contractual Obligations	$	268,100,000	$	88,100,000	$	180,000,000	$	—	$	—

We have entered into certain contracts under which we have material future commitments. On April 5, 2012, we entered into the Investment Advisory Agreement with SIC Advisors in accordance with the 1940 Act. The Investment Advisory Agreement became effective as of April 17, 2012, the date that we met the minimum offering requirement. Pursuant to the 1940 Act, the initial term of the Investment Advisory Agreement was for two years from its effective date, with one-year renewals subject to approval by our board of directors, a majority of whom must be independent directors. Most recently, on April 3, 2020, the board of directors approved the renewal of the Investment Advisory Agreement for an additional one-year term at a board meeting. SIC Advisors serves as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Payments under our Investment Advisory Agreement in each reporting period consist of (i) a management fee equal to a percentage of the value of our gross assets and (ii) an incentive fee based on our performance.

On April 5, 2012, we entered into the Administration Agreement with Medley Capital LLC with an initial term of two years, pursuant to which Medley Capital LLC furnishes us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement became effective as of April 17, 2012, the date that we met the minimum offering requirement. Most

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recently, on April 3, 2020, the board of directors approved the renewal of the Administration Agreement for an additional one-year term at a board meeting. Medley Capital LLC is reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We do not reimburse Medley Capital LLC for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of Medley Capital LLC.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under the investment advisory agreement and administration agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements

On August 27, 2013, Arbor, a wholly-owned financing subsidiary of the Company, entered into a TRS with Citibank.

On September 29, 2017, Arbor entered into the Fifth Amended Confirmation Letter Agreement with Citibank. The Fifth Amended Confirmation Agreement reduced the maximum portfolio notional (determined at the time each such loan becomes subject to the TRS) from $300,000,000 to $180,000,000, through incremental reductions of $60,000,000 on October 3, 2017 and $20,000,000 on each of November 3, 2017, December 3, 2017 and January 3, 2018. The Fifth Amended Confirmation Agreement also decreased the interest rate payable to Citibank from LIBOR plus 1.65% per annum to LIBOR plus 1.60% per annum. Other than the foregoing, the Fifth Amended Confirmation Agreement did not change any of the other material terms of the TRS. On July 22, 2019, the TRS with Citibank was terminated, and the TRS was fully wound down during the fiscal quarter ended September 30, 2019.

The TRS with Citibank enabled Arbor to obtain the economic benefit of the loans underlying the TRS, despite the fact that such loans were not directly held or otherwise owned by Arbor, in return for an interest-type payment to Citibank. Accordingly, the TRS was analogous to Arbor utilizing leverage to acquire loans and incurring an interest expense to a lender.

There were no transactions in TRS contracts or derivative assets from Citibank during the three months ended March 31, 2020. Transactions in TRS contracts during the three months ended March 31, 2019 were $9.2 million in realized losses and $6.7 million in net change in unrealized appreciation, which are recorded on the Consolidated Statements of Operations.

The volume of the Company’s derivative transactions for the three months ended March 31, 2020 and 2019 were as follows:



	Three Months Ended March 31,
	2020		2019
Average notional amount of contracts ⁽¹⁾	$	—	$	30,563,576


(1)	Average notional amount is based on the average month end balances for the three months ended March 31, 2020 and 2019, which is representative of the volume of notional contract amounts held during each year.

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On August 4, 2015, Sierra JV entered into a senior secured revolving credit facility the ("JV Facility") led by Credit Suisse, AG, Cayman Islands Branch ("CS") with commitments of $100 million subject to certain leverage and borrowing base restrictions. On December 29, 2015, the JV Facility was amended and the total commitments were increased to $135 million. On March 30, 2017, the Company amended the JV Facility previously administered by CS and facilitated the assignment of all rights and obligations of CS under the JV Facility to Deutsche Bank AG New York Branch, ("DB") and increased the total loan commitments to $240 million. On May 26, 2017, the commitments to the JV facility were increased from $240 million to $250 million. On March 29, 2019, the JV Facility reinvestment period was extended from March 30, 2019 to June 28, 2019. On June 28, 2019, the JV Facility reinvestment period was further extended from June 28, 2019 to October 28, 2019. On October 28, 2019, the JV Facility reinvestment period was further extended from October 28, 2019 to March 31, 2020 and the interest rate was modified from bearing an interest rate of LIBOR (with a 0.00% floor) + 2.50% per annum to LIBOR (with a 0.00% floor) + 2.75% per annum. On March 31, 2020, the JV Facility reinvestment period was further extended from March 31, 2020 to April 30, 2020. On April 30, 2020, the JV Facility reinvestment period was further extended from April 30, 2020 to July 31, 2020. Effective as of April 30, 2020, the maturity date was extended to July 31, 2023.The JV Facility is secured substantially by all of Sierra JV's assets, subject certain exclusions set forth in the Credit Facility.

As of March 31, 2020, Sierra JV’s portfolio was comprised of 100.0% of senior secured first lien term loans to 60 different portfolio companies with two portfolio companies on non-accrual status. As of December 31, 2019, Sierra JV’s portfolio was comprised of 100% of senior secured first lien term loans to 60 different portfolio companies with one portfolio company on non-accrual status.

We have determined that the Sierra JV is an investment company under ASC 946, however in accordance with such guidance, we will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our interest in the Sierra JV.

Distributions

We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code. To maintain RIC tax treatment, we must, among others things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain U.S. federal excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We can offer no assurance that we will continue to achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Our board of directors temporarily suspended the monthly distributions on the shares of the Company’s common stock. See “Recent Developments” for more information. Any distributions to our stockholders paid by the Company is subject to our board of directors’ discretion and applicable legal restrictions and take into account our results of operations, our general financial condition, general economic conditions, or other factors prohibit us from declaring a distribution. Any distributions to our stockholders will be declared out of assets legally available for distribution. From time to time, but not less than quarterly, we will review our accounts to determine whether distributions to our stockholders are appropriate. We have not established limits on the amount of funds we may use from available sources to make distributions. From the commencement of our offering through September 30, 2016, a portion of our distributions were comprised in part of expense support payments made by SIC Advisors that were subject to repayment by us within three years of the date of such support payment. The Expense Support Agreement expired on December 31, 2016 and the Company's contingent obligation to repay eligible reimbursements to SIC Advisors expired on September 30, 2019. The purpose

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of this arrangement was to cover distributions to stockholders so as to ensure that the distributions did not constitute a return of capital for GAAP purposes. In the future, we may have distributions which could be characterized as a return of capital. Such distributions are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods. There can be no assurance that we will achieve the performance necessary to make distributions and at historical levels in the future. SIC Advisors has no obligation to enter into a renewed expense support agreement.

Our distributions may exceed our earnings, which we refer to as a return of capital, especially during the period before we have invested substantially all of the proceeds of our offering. As a result, a portion of the distributions we make may represent a return of capital. Our use of the term “return of capital” merely means distributions in excess of our earnings and as such may constitute a return on your individual investments and does not mean a return on capital. Therefore stockholders are advised that they should be aware of the differences with our use of the term “return of capital” and “return on capital.”



Record Date	Payment Date	Amount per share
January 25, 2019	January 31, 2019	0.05334
February 11, 2019	February 28, 2019	0.05334
March 11, 2019	March 29, 2019	0.05334
April 29, 2019	April 30, 2019	0.05334
May 30, 2019	May 31, 2019	0.05334
June 27, 2019	June 28, 2019	0.05334
July 30, 2019	July 31, 2019	0.05334
August 29, 2019	August 30, 2019	0.05334
September 27, 2019	September 30, 2019	0.05334
October 30, 2019	October 31, 2019	0.05334
November 28, 2019	November 29, 2019	0.05334
December 30, 2019	December 31, 2019	0.05334
January 30, 2020	January 31, 2020	0.03500
February 27, 2020	February 28, 2020	0.03500
March 30, 2020	March 31, 2020	0.03500

We have adopted an “opt in” distribution reinvestment plan pursuant to which common stockholders may elect to have the full amount of any cash distributions reinvested in additional shares of our common stock. As a result, if we declare a cash distribution, stockholders that have “opted in” to our distribution reinvestment plan will have their distribution automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock will be subject to the same federal, state and local tax consequences as if they received cash distributions.

Each year a statement on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the sale of securities, or a return of capital) will be mailed to our stockholders. The tax basis of shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of shares.

Related Party Transactions

On October 19, 2011, SIC Advisors entered into a subscription agreement to purchase 110.80 shares of common stock for cash consideration of $1,000. The consideration represented $9.025 per share.

On April 17, 2012, SIC Advisors purchased 1,108,033.24 shares of our common stock for aggregate gross proceeds of $10,000,000. The consideration represented $9.025 per share.

We have entered into an Investment Advisory Agreement with SIC Advisors in which our senior management holds an equity interest and were party to the Expense Support Agreement through December 31, 2016. Members of our senior management also serve as principals of other investment managers affiliated with SIC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

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On August 9, 2018, the Company entered into definitive agreements to acquire MCC and MDLY. Pursuant to the MCC Merger Agreement, MCC would, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into the Company, with the Company as the surviving company in the MCC Merger. In the MCC Merger, each share of MCC’s common stock issued and outstanding immediately prior to the MCC Merger effective time (other than shares of MCC’s common stock held by MCC, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive 0.8050 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MCC Merger. Simultaneously, pursuant to the MDLY Merger Agreement, MDLY would, on the terms and subject to the conditions set forth in the MDLY Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving company in the MDLY Merger, and MDLY’s existing asset management business would continue to operate as a wholly owned subsidiary of the Company. In the MDLY Merger, each share of MDLY Class A common stock, issued and outstanding immediately prior to the MDLY Merger effective time (other than Dissenting Shares (as defined in the MDLY Merger Agreement) and shares of MDLY Class A common stock held by MDLY, the Company or their respective wholly owned subsidiaries) would be converted into the right to receive (i) 0.3836 shares of our common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock issuable in the MDLY Merger; plus (ii) cash in an amount equal to $3.44 per share. In addition, MDLY's stockholders would have the right to receive certain dividends and/or other payments.

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common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.96 per share. In addition, in the MDLY Merger, each share of MDLY Class A Common Stock issued and outstanding immediately prior to the MDLY Merger effective time, other than the Excluded MDLY Shares and the Dissenting Shares, held, immediately prior to the MDLY Merger effective time, by holders of the issued and outstanding limited liability company interests of Medley LLC (the “Medley LLC Units” and, holders of the Medley LLC Units at any time on or after July 29, 2019, the “Medley LLC Unitholders”) will be exchanged for (i) 0.2072 shares of the Company’s common stock; provided that cash will be paid in lieu of fractional shares of the Company’s common stock; plus (ii) cash in an amount equal to $2.66 per share. Under the Amended MDLY Merger Agreement, the MDLY exchange ratios and the cash consideration amount was fixed on July 29, 2019, the date of the signing of the Amended MDLY Merger Agreement. The MDLY exchange ratios and the cash consideration amount are not subject to adjustment based on changes in the net asset value of the Company or the market price of MDLY Class A common stock before the MDLY Merger effective time, provided that the MDLY Merger is consummated by March 31, 2020, or, if consummated after March 31, 2020, only if the parties subsequently agree to extend the closing date on the same terms and conditions.

We have entered into a license agreement with SIC Advisors under which SIC Advisors has agreed to grant us a non-exclusive, royalty-free license to use the name “Sierra” for specified purposes in our business. Under the license agreement, we will have a right to use the “Sierra” name, subject to certain conditions, for so long as SIC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Sierra” name.

Management Fee

We pay SIC Advisors a fee for its services under the Investment Advisory Agreement. The fee consists of two components: a base management fee and an incentive fee.

The base management fee is calculated at an annual rate of 1.75% of our gross assets and is payable quarterly in arrears. The incentive fee consists of:

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•

An incentive fee on net investment income (“subordinated incentive fee on income”) is calculated and payable quarterly in arrears and is based upon pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee on income is payable in any calendar quarter in which pre-incentive fee net investment income does not exceed a quarterly return to stockholders of 1.75% per quarter on our net assets at the end of the immediately preceding fiscal quarter, or the preferred quarterly return. All pre-incentive fee net investment income, if any, that exceeds the preferred quarterly return, but is less than or equal to 2.1875% of net assets at the end of the immediately preceding fiscal quarter in any quarter, will be payable to SIC Advisors. We refer to this portion of our subordinated incentive fee on income as the catch up. It is intended to provide an incentive fee of 20% on pre-incentive fee net investment income when pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter in any quarter. For any quarter in which our pre-incentive fee net investment income exceeds 2.1875% of net assets at the end of the immediately preceding quarter, the subordinated incentive fee on income shall equal 20% of the amount of pre-incentive fee net investment income, because the preferred return and catch up will have been achieved.

•

A capital gains incentive fee will be earned on realized investments and shall be payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. If the Investment Advisory Agreement is terminated, the fee will become payable as of the effective date of such termination. The capital gains incentive fee is based on our realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, which we refer to as “net realized capital gains.” The capital gains incentive fee equals 20% of net realized capital gains, less the aggregate amount of any previously paid capital gains incentive fee.

Under the terms of the Investment Advisory Agreement, SIC Advisors bears all organizational and offering expenses on our behalf. Since June 2, 2014, the date that we raised $300 million in gross proceeds in connection with the sale of shares of our common stock, SIC Advisors was no longer obligated to bear, pay or otherwise be responsible for any ongoing organizational and offering expenses on our behalf, and we have been responsible for paying or otherwise incurring all such organizational and offering expenses. Pursuant to the terms of the Investment Advisory Agreement, we have agreed to reimburse SIC Advisors for any such organizational and offering expenses incurred by SIC Advisors not to exceed 1.25% of the gross subscriptions raised by us over the course of the offering period, which was initially scheduled to terminate two years from the initial offering date, unless extended. On July 2, 2018, the Company’s board of directors determined to terminate the Company’s offering effective as of July 31, 2018.

Critical Accounting Policies

This discussion of our expected operating plans is based upon our expected consolidated financial statements, which will be prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these consolidated financial statements will require our 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. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future consolidated financial statements.

Valuation of Investments

We apply fair value accounting to all of its financial instruments in accordance with the 1940 Act and ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC 820, we have categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as identified below and discussed in Note 4.

•

Level 1 — Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and publicly listed derivatives will be included in Level 1. In addition, securities sold, but not yet purchased and call options will be included in Level 1. We will not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably affect the quoted price.

•

Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments which are generally expected to be included in this category include corporate bonds and loans, convertible debt indexed to publicly listed securities, and certain over-the-counter derivatives.

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•	Level 3 — Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments that are expected to be included in this category are our private portfolio companies.

Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

Investments for which market quotations are readily available are valued at such market quotations, which are generally obtained from an independent pricing service or multiple broker-dealers or market makers. We weight the use of third-party broker quotes, if any, in determining fair value based on our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer. However, debt investments with remaining maturities within 60 days that are not credit impaired are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments for which market quotations are not readily available are valued at fair value as determined by our board of directors based upon input from management and third party valuation firms. Because these investments are illiquid and because there may not be any directly comparable companies whose financial instruments have observable market values, these loans are valued using a fundamental valuation methodology, consistent with traditional asset pricing standards, that is objective and consistently applied across all loans and through time.

We use third-party valuation firms to assist the board of directors in the valuation of its portfolio investments. The valuation reports generated by the third-party valuation firms consider the evaluation of financing and sale transactions with third parties, expected cash flows and market based information, including comparable transactions, performance multiples, and movement in yields of debt instruments, among other factors. Based on market data obtained from the third-party valuation firms, we use a combined market yield analysis and an enterprise model of valuation. In applying the market yield analysis, the value of our loans are determined based upon inputs such as the coupon rate, current market yield, interest rate spreads of similar securities, the stated value of the loan, and the length to maturity. In applying the enterprise model, we use a waterfall analysis which takes into account the specific capital structure of the borrower and the related seniority of the instruments within the borrower’s capital structure into consideration. To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation methods and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The methodologies for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities using an expected recovery model. We may estimate the fair value of warrants based on a model such as the Black-Scholes model or simulation models or a combination thereof.

We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:


•	our quarterly valuation process begins with each portfolio investment being initially valued by the valuation professionals;


•	conclusions are then documented and discussed with senior management; and

•

an independent valuation firm engaged by our board of directors prepares an independent valuation report for approximately one third of the portfolio investments each quarter on a rotating quarterly basis on non fiscal year-end quarters, such that each of these investments will be valued by an independent valuation firm at least twice per annum when combined with the fiscal year-end review of all the investments by independent valuation firms, exclusive of any TRS underlying portfolio.

In addition, all of our investments are subject to the following valuation process:


•	management reviews preliminary valuations and their own independent assessment;


•	the audit committee of our board of directors reviews the preliminary valuations of senior management and independent valuation firms; and


•	our board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of SIC Advisors, the respective independent valuation firms and the audit committee.

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Due to the inherent uncertainty 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 the differences could be material.

Our investments in subordinated notes are carried at fair value, which is based on a discounted cash flow model. The discounted cash flow model models both the underlying collateral (“assets”) and the liabilities of the CLO capital structure. The discounted cash flow model uses a set of assumptions including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated cash flows of the assets. The discounted cash flow model distributes the asset cash flows to the liability structure based on the payment priorities and discounts them back using appropriate market discount rates based on discount rates for comparable CLOs. The assumptions are based on available market data as well as management estimates. Additional data is used to validate the results from the discounted cash flow method, such as analysis of relevant data observed in the CLO market, review of quotes, where available, recent acquisitions and observable transactions in the subordinated notes, among other factors.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities or accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts, or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as fee income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amount.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure net 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. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Payment-in-Kind Interest

We have investments in our portfolio that contain a PIK interest provision. Any PIK interest is added to the principal balance of such investments and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible. In order to maintain RIC tax treatment, substantially all of this income must be paid out to stockholders in the form of dividends, even if we have not collected any cash.

Organizational and Offering Expenses

We have been responsible for all ongoing organizational and offering expenses since June 2, 2014 until the termination of the Company's offering effective as of July 31, 2018.

U.S. Federal Income Taxes

We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our stockholders from our tax earnings and profits. To obtain and maintain our RIC tax treatment, we must, among other things, meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Recent Developments

On April 28, 2020, our board of directors temporarily suspended the monthly distributions on the shares of the Company’s common stock to enhance financial flexibility. Shareholder distributions, including both cash and through the distribution reinvestment plan, will be suspended beginning with the month ending April 30, 2020. The Company expects to evaluate resumption of monthly distributions at a future date. The Company believes that it is in the best long-term interests of its shareholders to maintain a conservative approach to its distribution policy during this volatile economic environment.

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the Amended MDLY Merger Agreement effective as of May 1, 2020 as the Outside Date has passed and neither the MCC Merger or the MDLY Merger has been consummated. In determining to terminate the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement, the Company considered a number of factors, including, among other factors, changes in the relative valuations of the Company, MCC, and MDLY, the changed circumstances and the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus (COVID-19) pandemic, and the uncertainty regarding the parties’ ability to satisfy the conditions to closing in a timely manner.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of March 31, 2020, 96.3% of our portfolio investments (based on fair value) paid floating interest rates, while 3.7% paid fixed interest rates and 18.4% were non-income producing investments while 81.6% were income producing investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. In addition, a rise in interest rates may increase the likelihood that a portfolio company defaults on a loan. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income under the Investment Advisory Agreement we have entered into with SIC Advisors, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to SIC Advisors with respect to our increased pre-incentive fee net investment income.

Our interest expense will also be affected by changes in the published LIBOR rate in connection with our credit facilities. See "Risks Relating to Debt Financing - Changes relating to the LIBOR calculation process may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities” in "Item 1 A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2019. We expect any future credit facilities, total return swap agreements or other financing arrangements that we or any of our subsidiaries may enter into will also be based on a floating interest rate. As a result, we are subject to risks relating to changes in market interest rates. In periods of rising interest rates, when we or our subsidiaries have debt outstanding or financing arrangements in effect, our cost of funds would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

Based on our Consolidated Statement of Assets and Liabilities as of March 31, 2020, the following table shows the approximate annual impact on the change in net interest income of hypothetical base rate changes in interest rates, assuming no changes in our investment portfolio and capital structure:



	Change in
Basis point increase/(decrease)	Interest Income ⁽¹⁾			Interest Expense			Net Interest Income
300	$	17,077,983		$	8,043,000		$	9,034,983
200	11,385,322			5,362,000			6,023,322
100	5,692,661			2,681,000			3,011,661
(100)	(1,587,635		)	(2,681,000		)	1,093,365
(200)	(1,587,635		)	(2,654,190		)	1,066,555
(300)	(1,587,635		)	(2,654,190		)	1,066,555


(1)	Assumes no defaults or prepayments by portfolio companies over the next twelve months.

We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in

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interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the three months ended March 31, 2020, we did not engage in interest rate hedging activities.

In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Valuation of Investments” and “Item 1A. Risk Factors.”

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. Except as described below, we are not currently party to any material legal proceedings.

On January 25, 2019, two purported class actions were commenced in the Supreme Court of the State of New York, County of New York (the "New York Supreme Court"), by alleged stockholders of Medley Capital Corporation, captioned, respectively, Helene Lax v. Brook Taube, et al., Index No. 650503/2019, and Richard Dicristino, et al. v. Brook Taube, et al., Index No. 650510/2019 (together with the Lax Action, the “New York Actions”). Named as defendants in each complaint are Brook Taube, Seth Taube, Jeffrey Tonkel, Arthur S. Ainsberg, Karin Hirtler-Garvey, John E. Mack, Mark Lerdal, Richard T. Allorto, Jr., MCC, MDLY, the Company and Merger Sub. The complaints in each of the New York Actions alleged that the individuals named as defendants breached their fiduciary duties in connection with the proposed merger of MCC with and into the Company, and that the other defendants aided and abetted those alleged breaches of fiduciary duties. Compensatory damages in unspecified amounts were sought. On December 20, 2019, the Delaware court entered an Order and Final Judgment approving the settlement of the Delaware Action (defined below). The release in the Delaware Action also operates to release the claims asserted in the New York Actions. The attorneys for the plaintiffs in the New York Actions acknowledged that the settlement of the Delaware Action rendered the New York Actions moot; however, the attorneys for the plaintiffs in the New York Actions sought an order awarding them fees and recovery of expenses on account of their purported contributions to the settlement of the Delaware Action.

Following a period of negotiations, the Company and the other defendants reached an agreement with the respective plaintiffs to resolve the New York Actions. While the Company and the other defendants believed that the allegations in the New York Actions were without merit, to avoid the nuisance, potential expense, burden and delay due to continued litigation, MCC agreed to pay $50,000 in attorneys’ fees and expenses to plaintiffs’ counsel in connection with the mooted claims asserted. This amount will be covered by MCC’s insurance carrier. On May 11, 2010, the court formally approved the parties’ settlement agreement and dismissed the New York Actions.

Set forth below is a description of the Decision (as defined below), which should be read in the context of the impact of the Delaware Order and corresponding Settlement.

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The Delaware Court of Chancery held a trial on the plaintiffs’ motion for a preliminary injunction and issued a Memorandum Opinion (the “Decision”) on March 11, 2019. The Delaware Court of Chancery denied the plaintiffs’ requests to (i) permanently enjoin the MCC Merger and (ii) require MCC to conduct a “shopping process” for MCC on terms proposed by the plaintiffs in their complaint. The Delaware Court of Chancery held that MCC’s directors breached their fiduciary duties in entering into the MCC Merger, but rejected the plantiffs’ claim that the Company aided and abetted those breaches of fiduciary duties. The Delaware Court of Chancery ordered the defendants to issue corrective disclosures consistent with the Decision, and enjoined a vote of MCC’s stockholders on the MCC Merger until such disclosures had been made and stockholders had the opportunity to assimilate that information.

On December 20, 2019, the Delaware Court of Chancery entered into the Delaware Order and Final Judgment approving the settlement of the Delaware Action (the “Settlement”). Pursuant to the Settlement, MCC agreed to certain amendments to (i) the MCC Merger Agreement and (ii) the MDLY Merger Agreement, which amendments are reflected in the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement. The Settlement also provides for, if the MCC Merger had been consummated, the creation of a settlement fund (the “Settlement Fund”), consisting of $17 million in cash and $30 million of the Company’s common stock, with the number of shares of the Company’s common stock to be calculated using the pro forma NAV of $6.37 per share as of June 30, 2019, which would have been distributed to eligible members of the Settlement Class (as defined in the Settlement). In addition, in connection with the Settlement, on July 29, 2019, MCC entered into a Governance Agreement with FrontFour Capital Group LLC, FrontFour Master Fund, Ltd., FrontFour Capital Corp., FrontFour Opportunity Fund, David A. Lorber, Stephen E. Loukas and Zachary R. George, pursuant to which, among other matters, FrontFour is subject to customary standstill restrictions and required to vote in favor of the MCC Merger at a meeting of stockholders to approve the Amended MCC Merger Agreement. The Settlement also provides for mutual releases between and among FrontFour and the Settlement Class, on the one hand, and the Medley Parties, on the other hand, of all claims that were or could have been asserted in the Delaware Action through September 26, 2019.

The Delaware Court of Chancery also awarded attorney’s fees as follows: (i) an award of $3,000,000 to lead plaintiffs’ counsel and $75,000 to counsel to plaintiff Stephen Altman (the “Therapeutics Fee Award”) and $420,335 of plaintiff counsel expenses payable to the lead plaintiff’s counsel, which were paid on December 23, 2019, and (ii) an award that was contingent upon the closing of the proposed merger transactions (the “Contingent Fee Award”).

On May 1, 2020, the Company terminated the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement. Accordingly, no Settlement Fund will be established or paid to stockholders of MCC and no Contingent Fee Award will be paid to plaintiff’s counsel. The other terms of the Settlement, including the releases provided for in the Delaware Order and Final Judgment, remain in effect.

On January 17, 2020, MCC and the Company filed a notice of appeal with the Delaware Supreme Court from those provisions of the Delaware Order and Final Judgment with respect to the Contingent Fee Award. In light of the termination of the Amended MCC Merger Agreement, the appeal is expected to be dismissed.

On April 5, 2019, a purported stockholder class action was commenced in the Supreme Court of the State of New York, County of New York, by alleged stockholders of Sierra Income Corporation, captioned Roger Anderson et al. v. Stephen R. Byers et al., Index No. 652006/2019. Named as defendants are Stephen R. Byers, Oliver T. Kane, Valerie Lancaster-Beal, Brook Taube, Seth Taube, Sierra Income Corporation, and Sierra Management, Inc. The complaint alleges that the individuals named as defendants breached their fiduciary duties to stockholders of Sierra Income Corporation in connection with the proposed mergers of Medley Capital Corporation with and into Sierra Income Corporation and Medley Management Inc. with and into Sierra Management, Inc., and that Brook Taube, Seth Taube, Sierra Income Corporation, and Sierra Management, Inc. aided and abetted those alleged breaches of fiduciary duties. The complaint seeks to enjoin the proposed mergers or, in the alternative, to recover money damages in an unspecified amount. On November 8, 2019, the plaintiffs filed an amended complaint that reiterated the allegations of the original complaint and added allegations concerning the new mergers, including that the new mergers are “even more financially unfavorable to Sierra” than the old mergers and that under the new mergers, and that “Sierra would actually be paying more for MDLY . . . when all consideration is taken into account,” based on the erroneous allegation that Sierra is the party responsible for bearing the cost of the MCC settlement fund. Plaintiffs also allege that Brook Taube and Seth Taube exercised control over Sierra and breached fiduciary duties owed to Sierra in that capacity. Pursuant to a stipulation entered by the Court on February 5, 2020, the plaintiffs are required

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to advise the defendants within twenty days of the filing of a definitive proxy statement relating to the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement whether they intend to file a second amended complaint. Defendants’ time to respond shall be 45 days following the later of the plaintiffs either filing a second amended complaint or notifying the defendants that they do not intend to file a second amended complaint. A preliminary conference was scheduled for April 21, 2020. In light of the COVID-19 pandemic, the preliminary conference that was set for April 21, 2020 has been continued with no new date set. The defendants believe the claims asserted in the action are without merit and they intend to defend the lawsuit vigorously.

Item 1A. Risk Factors

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 20, 2020, which could materially affect our business, financial condition and/or operating results. Other than the items disclosed below, there have been no material changes during the three months ended March 31, 2020 to the risk factors discussed in “Item 1A. Risk Factors” of our annual report on Form 10-K. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

Certain Risks in the Current Environment

We are currently operating in a period of capital markets disruptions and economic uncertainty. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business, financial condition and operations.

From time to time, capital markets may experience periods of disruption and instability. The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of coronavirus (“COVID-19”) that began in December 2019. Some economists and major investment banks have expressed concern that the continued spread of the COVID-19 globally could lead to a world-wide economic downturn. Even after the COVID-19 pandemic subsides, the U.S. economy, as well as most other major economies, may continue to experience a recession, and we anticipate our businesses would be materially and adversely affected by a prolonged recession in the U.S. and other major markets. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. The COVID-19 outbreak is having, and any future outbreaks could have, an adverse impact on the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. With respect to the U.S. credit markets (in particular for middle-market loans), the COVID-19 outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility; and (iv) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle-market businesses. These and future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. We may have to access, if available, alternative markets for debt and equity capital, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels or other global economic conditions could have a material adverse effect on our business, financial condition and results of operations.

For example, between 2008 and 2009, the U.S. and global capital markets were unstable as evidenced by periodic disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The current market and future market conditions similar to those experienced from 2008 through 2009 for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar

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terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in a rising interest rate environment. If any of these conditions appear, they may have an adverse effect on our business, financial condition, and results of operations. These events could limit our investment originations, limit our ability to increase returns to equity holders through the effective use of leverage, and negatively impact our operating results.

In addition, significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant changes in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell our investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations.

Governmental authorities worldwide have taken increased measures to stabilize the markets and support economic growth. The success of these measures is unknown and they may not be sufficient to address the market dislocations or avert severe and prolonged reductions in economic activity.

We also face an increased risk of investor, creditor or portfolio company disputes, litigation and governmental and regulatory scrutiny as a result of the effects of COVID-19 on economic and market conditions.

Events outside of our control, including public health crises, could negatively affect our portfolio companies and our results of our operations.

Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control. These types of events have adversely affected and could continue to adversely affect operating results for us and for our portfolio companies. The recent outbreak of COVID-19 in many countries, including the United States, continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. COVID-19 spread quickly and has been identified as a global pandemic by the World Health Organization. In response, governmental authorities have imposed restrictions on travel and the temporary closure of many corporate offices, retail stores, restaurants, fitness clubs and manufacturing facilities and factories in affected jurisdictions, including, beginning in March 2020, in the United States. COVID-19 and the resulting economic dislocations have had adverse consequences for the business operations and financial performance of some of our portfolio companies, which may, in turn impact the valuation of our investments and have adversely affected, and threaten to continue to adversely affect, our operations. Local, state and federal and numerous non-U.S. governmental authorities have imposed travel restrictions, business closures and other quarantine measures on service providers and other individuals that remain in effect on the date of this Quarterly Report on Form 10-Q. COVID-19 has caused the effective cessation of all business activity deemed non-essential by such governmental authorities. We cannot predict the full impact of COVID-19, including the duration of the closures and restrictions described above. As a result, we are unable to predict the duration of these business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. With respect to loans to portfolio companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for PIK interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business, or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Portfolio companies may also be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods. Depending on the duration and extent of the disruption to the business operations of our portfolio companies, we expect some portfolio companies, particularly those in vulnerable industries to experience financial distress and possibly to default on their financial obligations to us and/or their other capital providers. In addition, if such portfolio companies are subjected to prolonged and severe financial distress, we expect some of them to substantially curtail their operations, defer capital expenditures and lay off workers. These developments would be likely to permanently impair their businesses and result in a reduction in the value of our investments in them.

The Company will also be negatively affected if the operations and effectiveness of SIC Advisors or our portfolio companies (or any of the key personnel or service providers of the foregoing) are compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to business operations.

Risks Relating to the Termination of the Mergers

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The termination of the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement could negatively impact us.

The termination of the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement may result in various consequences, including:


•	our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers;


•	we may experience negative publicity and negative reactions from the financial markets and from our investors, creditors and employees;


•	we have incurred and may continue to incur certain significant costs relating to the Mergers, such as legal, accounting, financial advisor, printing, and other professional service fees, which may relate to activities that we would not have undertaken other than in connection with the Mergers; and


•	we have committed, and may be required to further commit, time and resources to defending legal proceedings commenced against us relating to the Mergers.

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

In June 2013, we commenced a share repurchase program pursuant to which we conducted quarterly share repurchases, of up to 2.5% of the weighted average number of outstanding shares in any 3-month period or 10% of the weighted average number of outstanding shares in any 12-month period. The purpose of the share repurchase program was to allow stockholders to sell their shares back to us at a price equal to the most recently disclosed NAV per share of our common stock immediately prior to the date of repurchase. Shares were purchased from stockholders participating in the program on a pro rata basis. Unless our board of directors determined otherwise, the number of shares to be repurchased during any calendar year were limited to the proceeds received in association with the sale of shares of common stock under the distribution reinvestment plan.

During the three months ended March 31, 2020, the Company repurchased 124,861 shares of certain shareholders due to death or disability. The following table provides information concerning our repurchases of shares of our common stock from our stockholders who have requested repurchases in connection with such stockholder’s death or disability during the three months ended March 31, 2020:



Period	Total Number of Shares Purchased	Average Price Per Share Paid	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
March 1, 2020 - March 31, 2020	124,861	$5.78	—	—
Total	124,861	5.78	—	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

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Item 5. Other Information

On May 15, 2020, the Company entered into Amendment No. 4 to its existing Amended and Restated Senior Secured Revolving Credit Agreement (the “Amendment No. 4”), with certain lenders party thereto, ING Capital LLC, as administrative agent , and, solely for purposes of Section 2.9 of the Amendment No. 4, the subsidiary guarantors party thereto. The Amendment No. 4 amends certain provisions of the Company’s Amended and Restated Senior Secured Revolving Credit Agreement (as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “ING Revolving Credit Agreement”). The Amendment No. 4 amends the ING Revolving Credit Agreement to, among other things, (i) shorten the maturity date from March 31, 2021 to September 30, 2020, (ii) accelerate the amortization of the ING Revolving Credit Agreement, and (iii) provide for the prepayment of the outstanding loans under the ING Revolving Credit Agreement in an aggregate principal amount of not less than $20 million.

The foregoing description of the Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 4 attached hereto as Exhibit 10.18.

Item 6. Exhibits



3.1		Articles of Incorporation of the Registrant
3.2		Articles of Amendment of the Registrant
3.3		Articles of Amendment and Restatement of the Registrant
3.4		Second Articles of Amendment and Restatement of the Registrant
3.5		Form of Articles Supplementary Electing to be Subject to Subtitle 8 of the Maryland General Corporation Law
3.6		Form of Bylaws of the Registrant
10.1		Form of Subscription Agreements
10.2		Second Amended and Restated Distribution Reinvestment Plan
10.3		Investment Advisory Agreement
10.4		Form of Second Amended and Restated Dealer Manager Agreement
10.5		First Amendment to Second Amended and Restated Dealer Manager Agreement
10.6		Form of Participating Broker-Dealer Agreement (Included as Exhibit A to the Form of Amended and Restated Dealer Manager Agreement)
10.7		Custody Agreement
10.8		Form of Administration Agreement
10.9		Form of License Agreement
10.10		Form of Escrow Agreement
10.11		ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of August 27, 2013, by and between Arbor Funding LLC and Citibank, N.A.
10.12		Amended and Restated Loan Agreement, dated as of September 29, 2017, by and among Alpine Funding LLC as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto
10.13		Fifth Amended and Restated Confirmation Letter Agreement, dated as of September 29, 2017, by and between Arbor Funding LLC and Citibank, N.A.
10.14		Amended and Restated Senior Secured Revolving Credit Agreement among the Company as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated as of August 12, 2016
10.15		Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for the purposes of Section 2.10 thereof, subsidiary guarantors party thereto
10.16		Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 25, 2019, by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto
10.17		Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of March 30, 2020 by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto *
10.18		Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 15, 2020 by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto *

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10.19		Guarantee, Pledge and Security Agreement among the Company, the Subsidiary Guarantors party thereto, ING Capital LLC, as Administrative Agent, each Financial Agent and Designated Indebtedness Holder party thereto and ING Capital LLC, as Collateral Agent, dated December 4, 2013
10.20		Control Agreement among the Company, ING Capital LLC, as collateral agent, and State Street Bank and Trust Company, as the Company’s Custodian, dated December 4, 2013
10.21		Loan Agreement, dated as of July 23, 2014, by and among Alpine Funding LLC, as company, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto
10.22		Sale and Contribution Agreement, dated as of July 23, 2014, by and between Sierra Income Corporation, as seller, and Alpine Funding LLC, as purchaser
10.23		Portfolio Management Agreement, dated as of July 23, 2014, by and between Alpine Funding LLC, as borrower and SIC Advisors LLC, as portfolio manager
10.24		Amendment No. 1 to the Loan Agreement, dated as of July 23, 2014, by and among Alpine Funding LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the Financing Providers from time to time party thereto, SIC Advisors LLC, as the portfolio manager, and the Collateral Administrator, Collateral Agent and Securities Intermediary party thereto
10.25		Limited Liability Company Operating Agreement of Sierra Senior Loan Strategy JV I LLC, dated March 27, 2015
10.26		Agreement and Plan of Merger, dated as of August 9, 2018, by and between Medley Capital Corporation and Sierra Income Corporation
10.27		Agreement and Plan of Merger, dated as of August 9, 2018, by and among Medley Management Inc., Sierra Income Corporation and Sierra Management, Inc.
10.28		Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019, by and between Medley Capital Corporation and Sierra Income Corporation
10.29		Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019, by and among Medley Management Inc., Sierra Income Corporation and Sierra Management, Inc.
11		Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) *
12		Computation of Ratio of Earnings to Fixed Charges (included in the notes to the financial statements contained in this report) *
31.1		Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated: May 15, 2020	Sierra Income Corporation

	By	/s/ Seth Taube
		Seth Taube Chief Executive Officer (Principal Executive Officer)

	By	/s/ Richard T. Allorto, Jr.
		Richard T. Allorto, Jr. Chief Financial Officer (Principal Accounting and Financial Officer)

Sierra Income Corp - FORM 10-Q - May 15, 2020

Attached files

Sierra Income Corp Reports