Apollo Tactical Income Fund Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file
number 811-22591
Apollo Tactical Income Fund
Inc.
(Exact name of registrant as specified in charter)
9 West 57th Street
New York, New York
10019
(Address of principal executive offices) (Zip code)
Joseph Moroney, President
9 West
57th Street
New York, New York
10019
(Name and address of agent for service)
Registrant’s telephone number, including area code: (212) 515-3200
Date of fiscal year end: December 31
Date of reporting period: September 30, 2016
Item 1. Schedule of Investments.
The Schedule(s) of Investments is attached herewith.
Apollo Tactical Income Fund Inc.
Schedule of Investments
September 30, 2016 (unaudited)
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Principal
Amount ($) |
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Value ($) |
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| Senior Loans - 113.9%(a) |
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| AEROSPACE & DEFENSE - 3.9% |
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| Camp International Holding Co. |
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| Second Lien Initial Term Loan, (LIBOR + 7.25%, 1.00% Floor), 8.25%,
08/18/24(b) |
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2,034,175 |
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2,043,075 |
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| DAE Aviation Holdings, Inc. |
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| Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 07/07/22(b) |
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3,975,723 |
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4,005,541 |
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| Engility Corp. |
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| Term Loan B-1, (LIBOR + 4.25%, 0.00% Floor), 4.77%, 08/12/20(b) |
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982,284 |
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993,949 |
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| Term Loan B-2, (Variable + 4.73%, 1.04% Floor), 5.77%, 08/14/23(b) |
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876,350 |
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886,209 |
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| Photonis Technologies SAS (France) |
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| First Lien Initial Dollar Term Loan, (LIBOR + 7.50%, 1.00% Floor), 8.50%,
09/18/19(b)(c)(d) |
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1,897,815 |
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1,708,034 |
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9,636,808 |
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| AUTOMOTIVE - 2.7% |
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| American Tire Distributors, Inc. |
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| Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 09/01/21(b) |
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1,619,990 |
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1,603,992 |
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| Tectum Holdings, Inc. |
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| First Lien Initial Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
08/24/23(b)(d)(e) |
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2,714,753 |
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2,721,540 |
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| U.S. Farathane, LLC |
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| Term Loan B-2, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 12/23/21(b) |
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2,319,994 |
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2,331,594 |
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6,657,126 |
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| BANKING, FINANCE, INSURANCE & REAL ESTATE - 9.6% |
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| Alliant Holdings Intermediate, LLC |
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| 2016 Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.25%, 08/12/22(b) |
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2,344,639 |
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2,358,120 |
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| AqGen Island Intermediate Holdings, Inc. |
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| First Lien Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
12/05/22(b) |
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2,463,299 |
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2,450,983 |
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| Asurion, LLC |
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| Incremental Tranche B-4 Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
08/04/22(b) |
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991,117 |
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997,559 |
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| Second Lien Term Loan, (LIBOR + 7.50%, 1.00% Floor), 8.50%,
03/03/21(b) |
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2,000,000 |
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1,994,160 |
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| CRCI Holdings, Inc. |
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| Term Loan B, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 08/31/23(b) |
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2,250,000 |
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2,247,188 |
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Principal
Amount ($) |
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Value ($) |
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| BANKING, FINANCE, INSURANCE & REAL ESTATE (continued) |
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| Donnelley Financial Solutions, Inc. |
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| Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
09/30/23(b)(e) |
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1,046,154 |
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1,052,692 |
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| Henry Company, LLC |
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| First Lien Term Loan B, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
10/05/23(b)(e) |
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875,676 |
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877,865 |
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| Hyperion Insurance Group, Ltd. (United Kingdom) |
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| Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
04/29/22(b)(c) |
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395,150 |
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387,494 |
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| iStar, Inc. |
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| Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 07/01/20(b) |
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1,398,705 |
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1,415,323 |
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| Jefferies Finance, LLC (JFIN Co-Issuer Corp.) |
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| Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%,
05/14/20(b)(d) |
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1,502,717 |
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1,489,567 |
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| Medical Card System, Inc. |
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| Term Loan, (LIBOR + 0.50%, 1.00% Floor), 1.50%,
05/31/19(b)(d)(f) |
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4,913,829 |
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2,828,400 |
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| MMM Holdings, Inc. |
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| MMM Term Loan, (LIBOR + 8.25%, 1.50% Floor), 9.75%, 12/12/17(b) |
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1,100,171 |
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1,072,666 |
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| MPH Acquisition Holdings, LLC |
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| Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 06/07/23(b) |
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2,640,208 |
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2,676,920 |
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| MSO of Puerto Rico, Inc. |
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| MSO Term Loan, (LIBOR + 8.25%, 1.50% Floor), 9.75%, 12/12/17(b) |
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799,818 |
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779,823 |
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| SquareTwo Financial Corp. |
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| Term Loan, (10.50% PIK) (LIBOR + 9.50%, 1.00% Floor), 10.50%,
05/24/19(b)(d)(f)(g) |
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177,678 |
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177,678 |
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| Term Loan, (11.00% PIK) (LIBOR +10.00%, 1.00% Floor), 11.00%,
05/01/19(b)(d)(f)(g) |
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1,768,917 |
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851,380 |
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23,657,818 |
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| BEVERAGE, FOOD & TOBACCO - 3.1% |
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| The Chef’s Warehouse, Inc. |
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| Delayed Draw Term Loan, (LIBOR + 5.75%, 1.00% Floor), 5.75%,
06/22/22(b) |
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47,906 |
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47,637 |
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| Initial Term Loan, (LIBOR + 5.75%, 1.00% Floor), 6.75%, 06/22/22(b) |
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1,043,440 |
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1,037,571 |
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| NBTY, Inc. |
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| Dollar Term Loan B, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 05/05/23(b) |
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1,834,857 |
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1,845,985 |
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See accompanying Notes to Schedule
of Investments. | 1
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
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Principal
Amount ($) |
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Value ($) |
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| Senior
Loans(a) (continued) |
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| BEVERAGE, FOOD & TOBACCO (continued) |
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| PFS Holding Corp. |
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| First Lien Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%,
01/31/21(b)(e) |
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1,226,194 |
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1,152,622 |
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| PFS Holding Corp. (continued) |
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| Second Lien Term Loan, (LIBOR + 7.25%, 1.00% Floor), 8.25%,
01/31/22(b) |
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499,800 |
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418,582 |
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| Winebow Holdings, Inc. (The Vintner Group, Inc.) |
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| First Lien Term Loan, (LIBOR + 3.75%, 1.00% Floor), 4.75%,
07/01/21(b) |
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989,873 |
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976,673 |
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| Second Lien Term Loan, (LIBOR + 7.50%, 1.00% Floor), 8.50%,
01/02/22(b) |
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2,505,795 |
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2,311,596 |
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7,790,666 |
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| CAPITAL EQUIPMENT - 1.4% |
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| MTS Systems Corp. |
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| Term Loan B, (LIBOR + 4.25%, 0.75% Floor), 5.00%, 07/05/23(b) |
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3,333,333 |
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3,364,600 |
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| CHEMICALS, PLASTICS & RUBBER - 2.4% |
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| The Chemours Co. |
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| Tranche B Term Loan, (LIBOR + 3.00%, 0.75% Floor), 3.75%,
05/12/22(b) |
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1,994,152 |
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1,979,206 |
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| Ineos Styrolution US Holding, LLC (Switzerland) |
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| Term Loan B, (LIBOR + 3.75%, 1.00% Floor),
4.75%,
09/30/21(b)(c)(e) |
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1,401,342 |
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1,417,990 |
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| PetroChoice Holdings, Inc. |
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| First Lien Initial Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
08/19/22(b) |
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1,004,888 |
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1,009,912 |
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| Tronox Pigments (Netherlands) B.V. |
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| Term Loan B, (LIBOR + 3.50%, 1.00% Floor), 4.50%,
03/19/20(b)(e) |
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1,577,307 |
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1,563,687 |
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5,970,795 |
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| CONSTRUCTION & BUILDING - 1.1% |
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| Primeline Utility Services, LLC |
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| Term Loan, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 11/14/22(b) |
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2,674,372 |
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2,692,758 |
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| CONSUMER GOODS: NON-DURABLE - 1.6% |
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| ABG Intermediate Holdings 2, LLC |
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| First Lien Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
05/27/21(b)(e) |
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3,750,072 |
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3,759,447 |
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| Nine West Holdings, Inc. |
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| Unsecured Initial Term Loan, (LIBOR + 5.25%, 1.00% Floor), 6.25%,
01/08/20(b) |
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658,474 |
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98,771 |
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3,858,218 |
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Principal
Amount ($) |
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Value ($) |
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| CONTAINERS, PACKAGING & GLASS - 3.9% |
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| BWay Intermediate Company, Inc. |
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| Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 08/14/20(b) |
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3,836,366 |
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3,863,700 |
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| Hoover Group, Inc. |
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| Initial Term Loan, (LIBOR + 6.75%, 1.00% Floor), 7.75%,
01/28/21(b)(d) |
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763,617 |
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710,164 |
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| NVLX Acquisition, LLC |
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| First Lien Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
12/05/21(b) |
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3,184,771 |
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3,214,644 |
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| Sprint Industrial Holdings, LLC |
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| First Lien Term Loan, (LIBOR + 5.75%, 1.25% Floor), 7.00%,
05/14/19(b) |
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2,586,058 |
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1,900,753 |
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9,689,261 |
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| ENERGY: OIL & GAS - 2.4% |
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| American Energy - Marcellus, LLC |
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| First Lien Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%,
08/04/20(b) |
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1,383,515 |
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767,858 |
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| Azure Midstream Energy, LLC |
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| Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%, 11/15/18(b) |
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492,116 |
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412,147 |
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| Chief Exploration & Development, LLC |
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| Second Lien Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.75%,
05/16/21(b) |
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2,592,376 |
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2,443,314 |
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| Drillships Financing Holding, Inc. |
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| Tranche B-1 Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
03/31/21(b) |
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994,872 |
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501,913 |
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| HGIM Corp. |
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| Term Loan A, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 06/18/18(b) |
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515,425 |
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399,454 |
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| Sheridan Investment Partners I, LLC |
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| Tranche B-2 Term Loan, (LIBOR + 3.50%, 0.75% Floor), 4.25%,
10/01/19(b) |
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218,739 |
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|
134,524 |
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| Sheridan Production Partners I-A, L.P. |
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| Tranche B-2 Term Loan, (LIBOR + 3.50%, 0.75% Floor), 4.25%,
10/01/19(b) |
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28,985 |
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17,826 |
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| Sheridan Production Partners I-M, L.P. |
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| Tranche B-2 Term Loan, (LIBOR + 3.50%, 0.75% Floor), 4.25%,
10/01/19(b) |
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17,704 |
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10,888 |
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| Southcross Energy Partners, L.P. |
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| Initial Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 08/04/21(b) |
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1,561,501 |
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1,276,527 |
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|
2 | See accompanying Notes
to Schedule of Investments.
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Senior
Loans(a) (continued) |
|
|
|
|
|
| ENERGY: OIL & GAS (continued) |
|
|
|
|
|
|
|
| Southcross Holdings Borrower, LP |
|
|
|
|
|
|
|
|
|
|
| Tranche B Term Loan (5.5% PIK), 9.00%, 04/13/23(b)(f)(h) |
|
|
116,682 |
|
|
|
98,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
6,063,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ENVIRONMENTAL INDUSTRIES - 1.1% |
|
|
|
|
|
|
|
| Emerald 2, Ltd. (United Kingdom) |
|
|
|
|
|
|
|
|
|
|
| Facility B-1 Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
05/14/21(b)(c) |
|
|
2,901,337 |
|
|
|
2,710,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FOREST PRODUCTS & PAPER - 1.2% |
|
|
|
|
|
|
|
| Caraustar Industries, Inc. |
|
|
|
|
|
|
|
|
|
|
| Incremental Term Loan, (LIBOR + 6.75%, 1.25% Floor), 8.00%,
05/01/19(b) |
|
|
1,313,019 |
|
|
|
1,328,881 |
|
|
|
| Term Loan, (LIBOR + 6.75%, 1.25% Floor), 8.00%, 05/01/19(b) |
|
|
1,675,483 |
|
|
|
1,695,723 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
3,024,604 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HEALTHCARE & PHARMACEUTICALS - 10.0% |
|
|
|
|
|
|
|
| Alvogen Pharma US, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
04/01/22(b) |
|
|
2,089,665 |
|
|
|
2,096,206 |
|
|
|
| HCR ManorCare, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 3.50%, 1.50% Floor), 5.00%,
04/06/18(b)(e) |
|
|
2,522,102 |
|
|
|
2,219,450 |
|
|
|
| Lanai Holdings II, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan B, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
08/29/22(b) |
|
|
2,731,706 |
|
|
|
2,704,389 |
|
|
|
| Lanai Holdings III, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
08/28/23(b) |
|
|
869,565 |
|
|
|
847,826 |
|
|
|
| Nmsc Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan B, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
04/19/23(b) |
|
|
561,524 |
|
|
|
568,543 |
|
|
|
| Opal Acquisition, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 11/27/20(b) |
|
|
3,498,427 |
|
|
|
3,281,961 |
|
|
|
| Premier Dental Services, Inc. |
|
|
|
|
|
|
|
|
|
|
| New Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%, 11/01/18(b) |
|
|
3,363,933 |
|
|
|
3,359,728 |
|
|
|
| Press Ganey Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 7.25%, 1.00% Floor), 8.25%,
09/30/24(b)(e) |
|
|
500,000 |
|
|
|
503,750 |
|
|
|
| Term Loan, (LIBOR + 3.25%, 1.00% Floor), 4.25%,
09/29/23(b)(e) |
|
|
344,669 |
|
|
|
345,531 |
|
|
|
| Steward Health Care System, LLC |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 5.50%, 1.25% Floor), 6.75%, 04/10/20(b) |
|
|
1,260,150 |
|
|
|
1,263,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| HEALTHCARE & PHARMACEUTICALS (continued) |
|
|
|
|
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|
|
| Surgery Center Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Initial Term Loan, (LIBOR + 3.75%, 1.00% Floor), 4.75%,
11/03/20(b) |
|
|
1,989,879 |
|
|
|
1,993,610 |
|
|
|
| U.S. Renal Care, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 12/30/22(b) |
|
|
2,940,028 |
|
|
|
2,829,777 |
|
|
|
| Valeant Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
| International, Inc. (Canada) Tranche B Term Loan Series C-2, (LIBOR + 4.50%, 0.75% Floor), 5.25%, 12/11/19(b)(c) |
|
|
500,000 |
|
|
|
501,385 |
|
|
|
| Tranche B Term Loan Series D-2, (LIBOR + 4.25%, 0.75% Floor), 5.00%,
02/13/19(b)(c)(e) |
|
|
2,182,058 |
|
|
|
2,187,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
24,702,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HIGH TECH INDUSTRIES - 16.9% |
|
|
|
|
|
|
|
| Cortes NP Acquisition Corp. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
09/29/23(b)(e) |
|
|
4,309,249 |
|
|
|
4,223,064 |
|
|
|
| Deltek, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
06/26/23(b) |
|
|
1,124,528 |
|
|
|
1,139,990 |
|
|
|
| Flexera Software, LLC |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 7.00%, 1.00% Floor), 8.00%,
04/02/21(b) |
|
|
2,500,000 |
|
|
|
2,465,625 |
|
|
|
| Informatica Corp. |
|
|
|
|
|
|
|
|
|
|
| Dollar Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%, 08/05/22(b) |
|
|
997,481 |
|
|
|
972,958 |
|
|
|
| JDA Software Group, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%,
09/22/23(b)(e) |
|
|
674,847 |
|
|
|
676,534 |
|
|
|
| Landslide Holdings, Inc. (Crimson Acquisition Corp.) |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
09/27/22(b)(e) |
|
|
2,075,342 |
|
|
|
2,092,204 |
|
|
|
| Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
09/21/23(b)(e) |
|
|
1,234,017 |
|
|
|
1,230,932 |
|
|
|
| Lanyon Solutions, Inc. (Lanyon, Inc.) |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
11/13/20(b) |
|
|
572,414 |
|
|
|
570,267 |
|
|
|
| First Lien Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
11/15/20(b)(e) |
|
|
2,395,292 |
|
|
|
2,386,310 |
|
|
|
| Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
11/15/21(b)(d)(e) |
|
|
3,219,037 |
|
|
|
3,178,799 |
|
|
|
See accompanying Notes to Schedule
of Investments. | 3
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Senior
Loans(a) (continued) |
|
|
|
|
|
| HIGH TECH INDUSTRIES (continued) |
|
|
|
|
|
|
|
| Lanyon Solutions, Inc. (Lanyon, Inc.) (continued) |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 9.50%, 1.00% Floor), 10.50%,
11/15/21(b)(e) |
|
|
677,451 |
|
|
|
668,983 |
|
|
|
| MSC.Software Corp. |
|
|
|
|
|
|
|
|
|
|
| First Lien Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
05/29/20(b) |
|
|
880,728 |
|
|
|
878,526 |
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 7.50%, 1.00% Floor), 8.50%,
05/31/21(b) |
|
|
2,550,000 |
|
|
|
2,499,000 |
|
|
|
| ON Semiconductor Corp. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 3.25%, 0.00% Floor), 3.78%,
03/31/23(b)(e) |
|
|
1,053,557 |
|
|
|
1,059,863 |
|
|
|
| Riverbed Technology, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 04/25/22(b) |
|
|
3,430,055 |
|
|
|
3,467,477 |
|
|
|
| RP Crown Parent, LLC |
|
|
|
|
|
|
|
|
|
|
| First Lien New Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
12/21/18(b) |
|
|
2,475,498 |
|
|
|
2,478,010 |
|
|
|
| Second Lien Term Loan, (LIBOR + 10.00%, 1.25% Floor), 11.25%,
12/21/19(b) |
|
|
1,250,000 |
|
|
|
1,260,550 |
|
|
|
| TIBCO Software, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 12/04/20(b) |
|
|
3,153,443 |
|
|
|
3,115,428 |
|
|
|
| Triple Point Group Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%,
07/10/20(b)(e) |
|
|
1,072,144 |
|
|
|
958,229 |
|
|
|
| Vision Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%, 06/16/22(b) |
|
|
4,000,000 |
|
|
|
4,005,000 |
|
|
|
| Western Digital Corp. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B-1, (LIBOR + 3.75%, 0.75% Floor), 4.50%, 04/29/23(b) |
|
|
2,394,000 |
|
|
|
2,422,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
41,749,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HOTEL, GAMING & LEISURE - 4.5% |
|
|
|
|
|
|
|
| Delta 2 (Lux) S.a.r.l. (Luxembourg) |
|
|
|
|
|
|
|
|
|
|
| Facility B-3 Term Loan (USD), (LIBOR + 3.75%, 1.00% Floor), 4.75%,
07/30/21(b)(c) |
|
|
2,000,000 |
|
|
|
2,005,970 |
|
|
|
| Second Lien, (LIBOR + 6.75%, 1.00% Floor), 7.75%,
07/29/22(b)(c) |
|
|
1,000,000 |
|
|
|
1,005,250 |
|
|
|
| Everi Payments, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 5.25%, 1.00% Floor), 6.25%, 12/18/20(b) |
|
|
1,458,755 |
|
|
|
1,416,816 |
|
|
|
| The Intertain Group, Ltd. (The Intertain Group Finance, LLC) (Canada) |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan B, (LIBOR + 6.50%, 1.00% Floor), 7.50%,
04/08/22(b)(c) |
|
|
726,445 |
|
|
|
725,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| HOTEL, GAMING & LEISURE (continued) |
|
|
|
|
|
| Mohegan Tribal Gaming Authority |
|
|
|
| Term Loan A, (LIBOR + 4.25%, 0.00% Floor), 4.78%,
10/10/21(b)(e) |
|
|
1,926,421 |
|
|
|
1,924,013 |
|
|
|
| Scientific Games International, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 10/18/20(b) |
|
|
3,969,388 |
|
|
|
3,987,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,064,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 3.4% |
|
|
|
|
|
|
|
| Advantage Sales & Marketing, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 6.50%, 1.00% Floor), 7.50%,
07/25/22(b)(e) |
|
|
2,627,586 |
|
|
|
2,506,888 |
|
|
|
| ALM Media, LLC |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan B, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
07/31/20(b)(d) |
|
|
3,531,895 |
|
|
|
3,461,257 |
|
|
|
| F & W Media, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (Variable + 9.48%, 1.30% Floor), 10.78%,
06/30/19(b) |
|
|
3,135,887 |
|
|
|
2,563,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,531,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 8.3% |
|
|
|
|
|
|
|
| Emmis Operating Co. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 6.00%, 1.00% Floor), 7.00%, 06/10/21(b) |
|
|
1,418,726 |
|
|
|
1,340,696 |
|
|
|
| Hemisphere Media Holdings, LLC (Intermedia Espanol, Inc.) |
|
|
|
|
|
|
|
|
|
|
| New Term Loan B, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 07/30/20(b) |
|
|
2,437,329 |
|
|
|
2,440,376 |
|
|
|
| Intelsat Jackson Holdings S.A. (Luxembourg) |
|
|
|
|
|
|
|
|
|
|
| Tranche B-2 Term Loan, (LIBOR + 2.75%, 1.00% Floor), 3.75%,
06/30/19(b)(c) |
|
|
4,296,786 |
|
|
|
4,097,071 |
|
|
|
| Neptune Finco Corp. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 10/09/22(b) |
|
|
2,044,887 |
|
|
|
2,053,619 |
|
|
|
| Numericable U.S., LLC (France) |
|
|
|
|
|
|
|
|
|
|
| Term Loan B-7, (LIBOR + 4.25%, 0.75% Floor),
5.00%,
01/15/24(b)(c) |
|
|
3,558,228 |
|
|
|
3,600,927 |
|
|
|
| SESAC Holdco II, LLC |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%,
02/08/19(b) |
|
|
1,901,275 |
|
|
|
1,897,710 |
|
|
|
| Telecommunications Management, LLC |
|
|
|
|
|
|
|
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 8.00%, 1.00% Floor), 9.00%,
10/30/20(b) |
|
|
1,065,712 |
|
|
|
1,047,062 |
|
|
|
4 | See accompanying Notes
to Schedule of Investments.
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Senior
Loans(a) (continued) |
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION (continued) |
|
|
|
|
|
|
|
| William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC) |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%,
05/06/21(b) |
|
|
3,974,960 |
|
|
|
3,998,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,475,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| METALS & MINING - 0.0% |
|
|
|
|
|
|
|
| Magnetation, LLC / Mag Finance Corp. |
|
|
|
|
|
|
|
|
|
|
| Term Loan (12.00% PIK), 12.00%, 10/14/16(d)(f)(g)(h) |
|
|
1,212,029 |
|
|
|
3,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RETAIL - 10.1% |
|
|
|
|
|
|
|
| Academy, LTD. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 07/01/22(b) |
|
|
3,989,307 |
|
|
|
3,904,534 |
|
|
|
| Belk, Inc. |
|
|
|
|
|
|
|
|
|
|
| Closing Date First Lien Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
12/12/22(b) |
|
|
2,162,511 |
|
|
|
1,964,988 |
|
|
|
| Charming Charlie, LLC |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 8.00%, 1.00% Floor), 9.00%,
12/24/19(b)(d) |
|
|
1,120,338 |
|
|
|
717,017 |
|
|
|
| David’s Bridal, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 3.75%, 1.25% Floor), 5.00%,
10/11/19(b)(e) |
|
|
2,000,000 |
|
|
|
1,886,260 |
|
|
|
| J. Crew Group, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 3.00%, 1.00% Floor), 4.00%, 03/05/21(b) |
|
|
1,496,173 |
|
|
|
1,191,702 |
|
|
|
| JC Penney Corp., Inc. |
|
|
|
|
|
|
|
|
|
|
| 2016 Term Loan, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 06/23/23(b) |
|
|
2,795,750 |
|
|
|
2,812,971 |
|
|
|
| Jo-Ann Stores, LLC |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
09/29/23(b)(e) |
|
|
2,758,620 |
|
|
|
2,717,241 |
|
|
|
| Leslie’s Poolmart, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%,
08/16/23(b) |
|
|
717,391 |
|
|
|
723,220 |
|
|
|
| The Neiman Marcus Group, Inc. |
|
|
|
|
|
|
|
|
|
|
| Other Term Loan, (LIBOR + 3.25%, 1.00% Floor), 4.25%, 10/25/20(b) |
|
|
2,000,000 |
|
|
|
1,846,250 |
|
|
|
| Petco Animal Supplies, Inc. |
|
|
|
|
|
|
|
|
|
|
| Tranche B-1 Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
01/26/23(b) |
|
|
1,814,628 |
|
|
|
1,836,050 |
|
|
|
| Tranche B-2 Term Loan, (LIBOR + 4.25%, 0.00% Floor), 5.00%,
01/26/23(b) |
|
|
1,604,838 |
|
|
|
1,624,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| RETAIL (continued) |
|
|
|
|
|
|
|
| Sears Roebuck Acceptance Corp. (KMART Corp.) |
|
|
|
|
|
|
|
|
|
|
| 2015 Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 06/30/18(b)(e) |
|
|
3,216,798 |
|
|
|
3,159,153 |
|
|
|
| Vince, LLC (Vince Intermediate Holding, LLC) |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
11/27/19(b)(d) |
|
|
514,815 |
|
|
|
491,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,875,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS - 14.4% |
|
|
|
|
|
|
|
| Americold Realty Operating Partnership, L.P. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 12/01/22(b) |
|
|
3,199,546 |
|
|
|
3,237,556 |
|
|
|
| Camelot Finance, LP |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 3.75%, 1.00% Floor), 4.75%,
09/15/23(b)(e) |
|
|
2,620,697 |
|
|
|
2,627,904 |
|
|
|
| Carecore National, LLC |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 03/05/21(b) |
|
|
969,204 |
|
|
|
953,455 |
|
|
|
| EIG Investors Corp. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 02/09/23(b) |
|
|
2,955,000 |
|
|
|
2,762,925 |
|
|
|
| Term Loan, (LIBOR + 5.48%, 1.00% Floor), 6.48%, 11/09/19(b) |
|
|
1,940,623 |
|
|
|
1,889,682 |
|
|
|
| Evergreen Skills Lux S.a.r.l. |
|
|
|
|
|
|
|
|
|
|
| First Lien Initial Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
04/28/21(b) |
|
|
1,995,464 |
|
|
|
1,772,850 |
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 8.25%, 1.00% Floor), 9.25%,
04/28/22(b) |
|
|
1,000,000 |
|
|
|
607,500 |
|
|
|
| Explorer Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 05/02/23(b) |
|
|
498,750 |
|
|
|
503,114 |
|
|
|
| GCA Services Group, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
03/01/23(b) |
|
|
1,358,689 |
|
|
|
1,371,217 |
|
|
|
| Infogroup, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 5.50%, 1.50% Floor), 7.00%, 05/28/18(b) |
|
|
1,123,715 |
|
|
|
1,110,370 |
|
|
|
| Netsmart Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%,
04/19/23(b) |
|
|
584,582 |
|
|
|
588,054 |
|
|
|
| Onex Carestream Finance, L.P. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%,
06/07/19(b) |
|
|
985,294 |
|
|
|
918,260 |
|
|
|
| Second Lien Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
12/07/19(b) |
|
|
4,000,000 |
|
|
|
3,646,660 |
|
|
|
See accompanying Notes to Schedule
of Investments. | 5
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Senior
Loans(a) (continued) |
|
|
|
|
|
| SERVICES: BUSINESS (continued) |
|
|
|
|
|
|
|
| SGS Cayman, L.P. |
|
|
|
|
|
|
|
|
|
|
| Initial Cayman Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
04/23/21(b) |
|
|
424,988 |
|
|
|
423,747 |
|
|
|
| SMG |
|
|
|
|
|
|
|
|
|
|
| 2014 Second Lien Term Loan, (LIBOR + 8.25%, 1.00% Floor), 9.39%,
02/27/21(b) |
|
|
2,458,634 |
|
|
|
2,354,142 |
|
|
|
| Solera, LLC (Solera Finance, Inc.) |
|
|
|
|
|
|
|
|
|
|
| Dollar Term Loan, (LIBOR + 4.75%, 1.00% Floor), 5.75%, 03/03/23(b) |
|
|
3,319,002 |
|
|
|
3,358,067 |
|
|
|
| Sutherland Global Services, Inc. |
|
|
|
|
|
|
|
|
|
|
| Initial U.S. Term Loan, (LIBOR + 5.00%, 1.00% Floor), 6.00%,
04/23/21(b) |
|
|
1,825,729 |
|
|
|
1,820,398 |
|
|
|
| U.S. Security Associates Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 5.00%, 1.00% Floor), 6.00%, 07/14/23(b) |
|
|
2,015,267 |
|
|
|
2,023,661 |
|
|
|
| USS Parent Holding Corp. |
|
|
|
|
|
|
|
|
|
|
| Delayed Draw Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
08/11/23(b)(e) |
|
|
152,711 |
|
|
|
153,602 |
|
|
|
| Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%, 08/11/23(b) |
|
|
3,470,132 |
|
|
|
3,490,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,613,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: CONSUMER - 1.0% |
|
|
|
|
|
|
|
| Laureate Education, Inc. |
|
|
|
|
|
|
|
|
|
|
| Extended Term Loan Series 2021, (LIBOR + 8.00%, 0.00% Floor), 8.66%,
03/17/21(b) |
|
|
997,492 |
|
|
|
994,125 |
|
|
|
| NVA Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Term Loan, (LIBOR + 7.00%, 1.00% Floor), 8.00%,
08/14/22(b) |
|
|
1,391,776 |
|
|
|
1,392,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,386,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS - 2.8% |
|
|
|
|
|
|
|
| Avaya, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan B-3, (LIBOR + 4.50%, 0.00% Floor), 5.24%, 10/26/17(b) |
|
|
776,436 |
|
|
|
618,043 |
|
|
|
| Term Loan B-6, (LIBOR + 5.50%, 1.00% Floor), 6.50%, 03/31/18(b) |
|
|
1,397,056 |
|
|
|
1,069,328 |
|
|
|
| Term Loan B-7, (LIBOR + 5.25%, 1.00% Floor), 6.25%, 05/29/20(b)(e) |
|
|
343,997 |
|
|
|
255,418 |
|
|
|
| Global Tel*Link Corp. |
|
|
|
|
|
|
|
|
|
|
| First Lien Term Loan, (LIBOR + 3.75%, 1.25% Floor), 5.00%,
05/23/20(b) |
|
|
1,170,102 |
|
|
|
1,136,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS (continued) |
|
|
|
|
|
|
|
| Securus Technologies Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 7.75%, 1.25% Floor), 9.00%,
04/30/21(b) |
|
|
4,000,000 |
|
|
|
3,867,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,946,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CARGO - 1.5% |
|
|
|
|
|
|
|
| Carrix, Inc. |
|
|
|
|
|
|
|
|
|
|
| Term Loan, (LIBOR + 3.50%, 1.00% Floor), 4.50%,
01/07/19(b)(e) |
|
|
3,962,153 |
|
|
|
3,830,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CONSUMER - 0.7% |
|
|
|
|
|
|
|
| Travel Leaders Group, LLC |
|
|
|
|
|
|
|
|
|
|
| Tranche B Term Loan, (LIBOR + 6.00%, 1.00% Floor), 7.00%,
12/07/20(b) |
|
|
1,711,968 |
|
|
|
1,705,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| UTILITIES: ELECTRIC - 5.9% |
|
|
|
|
|
|
|
| EFS Cogen Holdings I, LLC |
|
|
|
|
|
|
|
|
|
|
| Term Loan B, (LIBOR + 4.25%, 1.00% Floor), 5.25%, 06/28/23(b) |
|
|
2,425,458 |
|
|
|
2,454,563 |
|
|
|
| Green Energy Partners (Stonewall, LLC) |
|
|
|
|
|
|
|
|
|
|
| Term B-1, (LIBOR + 5.50%, 1.00% Floor), 6.50%,
11/13/21(b)(d)(e) |
|
|
929,182 |
|
|
|
908,276 |
|
|
|
| Moxie Patriot, LLC |
|
|
|
|
|
|
|
|
|
|
| Construction B-1 Advances, (LIBOR + 5.75%, 1.00% Floor), 6.75%,
12/19/20(b)(e) |
|
|
1,505,393 |
|
|
|
1,479,049 |
|
|
|
| Pike Corp. |
|
|
|
|
|
|
|
|
|
|
| First Lien Initial Term Loan, (LIBOR + 4.50%, 1.00% Floor), 5.50%,
12/22/21(b) |
|
|
2,097,104 |
|
|
|
2,106,939 |
|
|
|
| Second Lien Initial Term Loan, (LIBOR + 8.50%, 1.00% Floor), 9.50%,
06/22/22(b) |
|
|
2,500,000 |
|
|
|
2,489,000 |
|
|
|
| Texas Competitive Electric Holdings Company, LLC
Term Loan, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 10/31/17(b) |
|
|
4,071,429 |
|
|
|
4,107,420 |
|
|
|
| Term Loan C, (LIBOR + 4.00%, 1.00% Floor), 5.00%, 10/31/17(b) |
|
|
928,571 |
|
|
|
936,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,482,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Senior Loans
(Cost $285,688,097) |
|
|
|
|
|
|
281,484,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Notes and Bonds -
24.1%(h) |
|
|
|
|
|
| AUTOMOTIVE - 0.6% |
|
|
|
|
|
|
|
| American Tire Distributors, Inc. |
|
|
|
|
|
|
|
|
|
|
| 10.25%, 03/01/22(i) |
|
|
1,628,000 |
|
|
|
1,489,620 |
|
|
|
|
|
| BEVERAGE, FOOD & TOBACCO - 2.1% |
|
|
|
|
|
|
|
| Land O’Lakes Capital Trust I |
|
|
|
|
|
|
|
|
|
|
| 7.45%, 03/15/28(i) |
|
|
4,719,000 |
|
|
|
5,238,090 |
|
|
|
6 | See accompanying Notes
to Schedule of Investments.
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Corporate Notes and
Bonds(h) (continued) |
|
|
|
|
|
| CAPITAL EQUIPMENT - 1.5% |
|
|
|
|
|
|
|
| Optimas OE Solutions Holding, LLC |
|
|
|
|
|
|
|
|
|
|
| 8.63%, 06/01/21(i) |
|
|
2,000,000 |
|
|
|
1,585,000 |
|
|
|
| WireCo WorldGroup, Inc. |
|
|
|
|
|
|
|
|
|
|
| 9.50%, 05/15/17 |
|
|
2,000,000 |
|
|
|
2,015,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHEMICALS, PLASTICS & RUBBER - 1.9% |
|
|
|
|
|
|
|
| TPC Group, Inc. (Texas Petrochemical) |
|
|
|
|
|
|
|
|
|
|
| 8.75%, 12/15/20(i) |
|
|
5,966,000 |
|
|
|
4,656,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSTRUCTION & BUILDING - 0.9% |
|
|
|
|
|
|
|
| GCP Applied Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
| 9.50%, 02/01/23(i) |
|
|
1,946,000 |
|
|
|
2,228,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSUMER GOODS: NON-DURABLE - 1.1% |
|
|
|
|
|
|
|
| American Greetings Corp. |
|
|
|
|
|
|
|
|
|
|
| 7.38%, 12/01/21 |
|
|
2,529,000 |
|
|
|
2,639,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONTAINERS, PACKAGING & GLASS - 0.4% |
|
|
|
|
|
|
|
| Reynolds Group Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| 6.88%, 02/15/21 |
|
|
996,000 |
|
|
|
1,033,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ENERGY: OIL & GAS - 2.5% |
|
|
|
|
|
|
|
| Northern Oil and Gas, Inc. |
|
|
|
|
|
|
|
|
|
|
| 8.00%, 06/01/20 |
|
|
1,519,000 |
|
|
|
1,177,225 |
|
|
|
| Northern Tier Energy, LLC / Northern Tier |
|
|
|
|
|
|
|
|
|
|
| 7.13%, 11/15/20 |
|
|
1,804,000 |
|
|
|
1,853,610 |
|
|
|
| Sidewinder Drilling, Inc. |
|
|
|
|
|
|
|
|
|
|
| 9.75%, 11/15/19(i) |
|
|
6,000,000 |
|
|
|
420,000 |
|
|
|
| Summit Midstream Holdings, LLC / Summit Midstream Finance Corp. |
|
|
|
|
|
|
|
|
|
|
| 7.50%, 07/01/21 |
|
|
2,700,000 |
|
|
|
2,808,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,258,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HEALTHCARE & PHARMACEUTICALS - 1.9% |
|
|
|
|
|
|
|
| Team Health Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
| 7.25%, 12/15/23(i) |
|
|
1,473,000 |
|
|
|
1,588,999 |
|
|
|
| Valeant Pharmaceuticals International, Inc. (Canada) |
|
|
|
|
|
|
|
|
|
|
| 7.50%, 07/15/21(c)(i) |
|
|
3,200,000 |
|
|
|
3,109,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,698,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HIGH TECH INDUSTRIES - 2.1% |
|
|
|
|
|
|
|
| Cimpress NV (Netherlands) |
|
|
|
|
|
|
|
|
|
|
| 7.00%, 04/01/22(c)(i) |
|
|
2,391,000 |
|
|
|
2,504,572 |
|
|
|
| JDA Escrow, LLC |
|
|
|
|
|
|
|
|
|
|
| 7.38%, 10/15/24(i) |
|
|
1,000,000 |
|
|
|
1,030,000 |
|
|
|
| Riverbed Technology, Inc. |
|
|
|
|
|
|
|
|
|
|
| 8.88%, 03/01/23(i) |
|
|
1,500,000 |
|
|
|
1,610,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,145,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 0.3% |
|
|
|
|
|
|
|
| Acosta, Inc. |
|
|
|
|
|
|
|
|
|
|
| 7.75%, 10/01/22(i) |
|
|
1,000,000 |
|
|
|
827,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 5.1% |
|
|
|
|
|
|
|
| Columbus International, Inc. (Barbados) |
|
|
|
|
|
|
|
|
|
|
| 7.38%, 03/30/21(c)(i) |
|
|
3,285,000 |
|
|
|
3,496,390 |
|
|
|
| CSC Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
| 5.50%, 04/15/27(i) |
|
|
1,125,000 |
|
|
|
1,153,125 |
|
|
|
| Neptune Finco Corp. |
|
|
|
|
|
|
|
|
|
|
| 10.13%, 01/15/23(i) |
|
|
317,000 |
|
|
|
366,135 |
|
|
|
| 10.88%, 10/15/25(i) |
|
|
877,000 |
|
|
|
1,028,282 |
|
|
|
| Radio One, Inc. |
|
|
|
|
|
|
|
|
|
|
| 7.38%, 04/15/22(i) |
|
|
882,000 |
|
|
|
890,820 |
|
|
|
| 9.25%, 02/15/20(i) |
|
|
2,484,000 |
|
|
|
2,328,750 |
|
|
|
| SiTV, Inc. |
|
|
|
|
|
|
|
|
|
|
| 10.38%, 07/01/19(i) |
|
|
3,420,000 |
|
|
|
2,368,350 |
|
|
|
| WideOpenWest Finance, LLC |
|
|
|
|
|
|
|
|
|
|
| 10.25%, 07/15/19 |
|
|
1,000,000 |
|
|
|
1,055,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,686,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| METALS & MINING - 0.0% |
|
|
|
|
|
|
|
| Magnetation, LLC / Mag Finance Corp. |
|
|
|
|
|
|
|
|
|
|
| 11.00%, 05/15/18(d)(g)(i)(j) |
|
|
2,937,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RETAIL - 1.2% |
|
|
|
|
|
|
|
|
|
|
|
| Jo-Ann Stores, Inc. |
|
|
|
|
|
|
|
|
|
|
| 8.13%, 03/15/19(i) |
|
|
3,000,000 |
|
|
|
3,007,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS - 0.9% |
|
|
|
|
|
|
|
| Camelot Finance S.A. (Luxembourg) |
|
|
|
|
|
|
|
|
|
|
| 7.88%, 10/15/24(c)(e)(i) |
|
|
2,080,000 |
|
|
|
2,150,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: CONSUMER - 0.4% |
|
|
|
|
|
|
|
| Laureate Education, Inc. |
|
|
|
|
|
|
|
|
|
|
| 10.00%, 09/01/19(i) |
|
|
1,000,000 |
|
|
|
957,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS - 1.2% |
|
|
|
|
|
|
|
| Altice Financing S.A. (Luxembourg) |
|
|
|
|
|
|
|
|
|
|
| 7.50%, 05/15/26(c)(i) |
|
|
2,743,000 |
|
|
|
2,863,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Corporate Notes and Bonds
(Cost $69,703,451) |
|
|
|
|
|
|
59,481,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Structured Products -
16.2%(k) |
|
|
|
| Anchorage Capital CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
| Series 2015-6A, Class E2, 7.52%,
04/15/27(c)(d)(i)(l) |
|
|
4,400,000 |
|
|
|
4,366,472 |
|
|
|
| Series 2015-7A, Class E2, 7.78%,
10/15/27(c)(d)(i)(l) |
|
|
3,000,000 |
|
|
|
2,995,812 |
|
|
|
| Atlas Senior Loan Fund, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
| Series 2012-1A, Class B3L, 8.32%,
08/15/24(c)(i)(l) |
|
|
5,000,000 |
|
|
|
4,706,889 |
|
|
|
| Carlyle Global Market Strategies CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
| Series 2014-5A, Class E, 6.59%,
10/16/25(c)(d)(i)(l) |
|
|
1,000,000 |
|
|
|
814,127 |
|
|
|
| ECP CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
| Series 2014-6A, Class D2, 7.23%,
07/15/26(c)(d)(i)(l) |
|
|
4,000,000 |
|
|
|
3,225,276 |
|
|
|
See accompanying Notes to Schedule
of Investments. | 7
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Structured
Products(k) (continued) |
|
|
|
|
|
| Ivy Hill Middle Market Credit Fund, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 10A, Class D2, 7.93%,
07/18/27(c)(d)(i)(l) |
|
|
2,350,000 |
|
|
|
2,105,755 |
|
|
|
|
|
| JFIN CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2013-1I, Class E, 6.70%,
01/20/25(c)(d)(l) |
|
|
2,000,000 |
|
|
|
1,273,548 |
|
|
|
|
|
| Series 2015-1A, Class E, 5.85%,
03/15/26(c)(i)(l) |
|
|
4,500,000 |
|
|
|
3,530,110 |
|
|
|
|
|
| NXT Capital CLO, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2014-1A, Class E, 6.21%, 04/23/26(i)(l) |
|
|
5,000,000 |
|
|
|
4,316,316 |
|
|
|
|
|
| NZCG Funding, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2015-2A, Class D, 7.03%,
04/27/27(c)(d)(i)(l) |
|
|
1,500,000 |
|
|
|
1,377,325 |
|
|
|
|
|
| OCP CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2014-5A, Class E, 5.97%,
04/26/26(c)(d)(i)(l) |
|
|
3,000,000 |
|
|
|
1,903,131 |
|
|
|
|
|
| Series 2016-11A, Class D2, 9.63%,
04/26/28(c)(d)(i)(l) |
|
|
5,000,000 |
|
|
|
5,038,210 |
|
|
|
|
|
| Teachers Insurance and Annuity Association of America CLO, Ltd. (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2016-1A, Class E2, 10.69%,
07/20/28(c)(d)(i)(l) |
|
|
2,500,000 |
|
|
|
2,572,678 |
|
|
|
|
|
| TIAA Churchill Middle Market CLO I (Cayman Islands) |
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2016-1A, Class E2, 8.80%,
10/20/28(c)(i)(l) |
|
|
2,000,000 |
|
|
|
1,851,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Structured Products
(Cost $43,131,114) |
|
|
|
|
|
|
40,076,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Share
Quantity |
|
|
Value ($) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stocks - 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 0.0% |
|
|
|
|
|
|
|
|
|
| Medical Card System, Inc.(d)(g) |
|
|
914,981 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
| ENERGY: OIL & GAS - 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southcross Holdings Borrower, GP LLC(d)(g) |
|
|
129 |
|
|
|
— |
|
|
|
|
|
| Southcross Holdings Borrower, LP, Class A-II(d)(g) |
|
|
129 |
|
|
|
49,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Common Stock
(Cost $58,051) |
|
|
|
|
|
|
49,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred Stock - 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BANKING, FINANCE, INSURANCE & REAL ESTATE - 1.6% |
|
|
|
|
|
|
|
|
|
| SquareTwo Financial Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
| 11.63%,(d)(g) |
|
|
2,647 |
|
|
|
— |
|
|
|
|
|
| Watford Holdings, Ltd. (Bermuda) |
|
|
|
|
|
|
|
|
|
|
|
|
| 8.50%,(c)(d)(i) |
|
|
160,000 |
|
|
|
3,924,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,924,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Preferred Stock
(Cost $4,906,669) |
|
|
|
|
|
|
3,924,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investments-155.8%
(Cost of $403,487,382)
(m) |
|
|
|
|
|
|
385,016,270 |
|
|
|
|
|
| Other Assets & Liabilities,
Net-0.0% |
|
|
|
|
|
|
23,629 |
|
|
|
|
|
| Loan Outstanding-(55.8)%(n)(o) |
|
|
|
|
|
|
(137,974,744 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Assets -100.0% |
|
|
|
|
|
|
247,065,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 | See accompanying Notes
to Schedule of Investments.
Apollo Tactical Income Fund Inc.
Schedule of Investments (continued)
September 30,
2016 (unaudited)
| (a) |
“Senior Loans” are senior, secured loans made to companies whose debt is below investment grade as well as investments with similar economic
characteristics. Senior Loans typically hold a first lien priority and, unless otherwise indicated, are required to pay interest at floating rates that are periodically reset by reference to a base lending rate plus a spread. In some instances, the
rates shown represent the weighted average rate as of September 30, 2016. Senior Loans are generally not registered under the Securities Act of 1933 (the “1933 Act”) and often incorporate certain restrictions on resale and cannot be sold
publicly. Senior Loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with
accuracy. As a result, the actual maturity may be substantially less than the stated maturity. |
Senior Loan assets may have additional
unfunded loan commitments. As of September 30, 2016, the Fund had unfunded loan commitments, which could be extended at the option of the borrower, pursuant to the following loan agreements:
|
|
|
|
|
|
|
| |
|
Borrower |
|
Unfunded Loan
Commitments |
|
| |
|
|
| |
SquareTwo Financial Corp. |
|
|
$173,043 |
|
| |
USS Parent Holding Corp. |
|
|
357,219 |
|
| |
|
|
|
|
|
| |
Total unfunded loan commitments |
|
|
$530,262 |
|
| |
|
|
|
|
|
| (b) |
The interest rate on this Senior Loan is subject to a base lending rate plus a spread. These base lending rates are primarily the London Interbank Offered Rate
(“LIBOR”) and secondarily the prime rate offered by one or more major U.S. banks (“Prime”). The interest rate is subject to a minimum floor, which may be less than or greater than the prevailing period end LIBOR/Prime rate. As of
September 30, 2016, the 1, 3 and 6 month LIBOR rates were 0.53%, 0.85% and 1.24%, respectively, and the Prime lending rate was 3.50%. Senior Loans may contain multiple contracts of the same issuer which may be subject to base lending rates of both
LIBOR and Prime (“Variable”) in addition to the stated spread. |
| (c) |
Foreign issuer traded in U.S. dollars. |
| (d) |
Fair Value Level 3 security. All remaining securities are categorized as Level 2. |
| (e) |
All or a portion of this Senior Loan position has not settled. Full contract rates do not take effect until settlement date and therefore are subject to change.
|
| (f) |
Represents a payment-in-kind (“PIK”) security, which may pay interest in additional principal amount. |
| (g) |
Non-income producing asset. |
| (i) |
Securities exempt from registration pursuant to Rule 144A under the 1933 Act. These securities may only be resold in transactions exempt from registration to
qualified institutional buyers. At September 30, 2016, these securities amounted to $89,626,684, or 36.28% of net assets. |
| (j) |
The issuer is in default of its payment obligations as of May 5, 2015, as such, income is no longer being accrued. The issuer paid a cash dividend to all shareholders
of record as of January 6, 2016, which was recorded as a cost basis adjustment. |
| (k) |
Structured Products include collateralized loan obligations (“CLOs”). A CLO typically takes the form of a financing company (generally called a special
purpose vehicle or “SPV”), created to reapportion the risk and return characteristics of a pool of assets. While the assets underlying CLOs are often Senior Loans or corporate notes and bonds, the assets may also include (i) subordinated
loans; (ii) debt tranches of other CLOs; and (iii) equity securities incidental to investments in Senior Loans. The Fund may invest in lower tranches of CLOs, which typically experience a lower recovery, greater risk of loss or deferral or
non-payment of interest than more senior tranches of the CLO. A key feature of the CLO structure is the prioritization of the cash flows from a pool of debt securities among the several classes of the CLO. The SPV is a company founded for the
purpose of securitizing payment claims arising out of this asset pool. On this basis, marketable securities are issued by the SPV and the redemption of these securities typically takes place at maturity out of the cash flow generated by the
collected claims. |
| (l) |
Floating rate asset. The interest rate shown reflects the rate in effect at September 30, 2016. |
| (m) |
The aggregate cost of securities for federal income tax purposes was $403,778,351. Cost for U.S. federal income tax purposes differs from book basis primarily due to
the deferral of losses from wash sales. Unrealized appreciation and depreciation on investments were as follows: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
| |
Gross unrealized appreciation |
|
$ |
5,720,772 |
|
| |
Gross unrealized depreciation |
|
|
(24,482,853) |
|
| |
|
|
|
|
|
| |
Net unrealized depreciation |
|
$ |
(18,762,081) |
|
|
|
|
|
|
|
|
| (n) |
The Fund has granted a security interest in substantially all of its assets in the event of default under the credit facility. |
| (o) |
Principal $138,000,000 less unamortized deferred financing costs of $25,256. |
See accompanying Notes to Schedule
of Investments. | 9
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments
September 30, 2016 (unaudited)
Security Valuation
Apollo Tactical Income Fund Inc. (the
“Fund”) values its investments primarily using the mean of the bid and ask prices provided by a nationally recognized security pricing service or broker. Senior Loans, corporate notes and bonds, structured products, common stock and
preferred stock are priced based on valuations provided by an approved independent pricing service or broker, if available. If market or broker quotations are not available, or a price is not available from an independent pricing service or broker,
or if the price provided by the independent pricing service or broker is believed to be unreliable, the security will be fair valued pursuant to procedures adopted by the Fund’s board of directors (the “Board”). In general, the fair
value of a security is the amount that the Fund might reasonably expect to receive upon the sale of an asset or pay to transfer a liability in an orderly transaction between willing market participants at the reporting date. Fair value procedures
generally take into account any factors deemed relevant, which may include, among others, (i) the nature and pricing history of the security, (ii) the liquidity or illiquidity of the market for the particular security, (iii) recent purchases or
sales transactions for the particular security or similar securities and (iv) press releases and other information published about the issuer. In these cases, the Fund’s net asset value (“NAV”) will reflect the affected portfolio
securities’ fair value as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a
security’s most recent sale price and from the prices used by other investment companies to calculate their NAV. Determination of fair value is uncertain because it involves subjective judgments and estimates. There can be no assurance that the
Fund’s valuation of a security will not differ from the amount that it realizes upon the sale of such security.
Fair Value Measurements
The Fund has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value
determination. The levels of fair value inputs used to measure the Fund’s investments are characterized into a fair value hierarchy. The three levels of the fair value hierarchy are described below:
Level 1 — Quoted unadjusted prices for identical assets and liabilities in active markets to which the Fund has access at the
date of measurement;
Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for
identical or similar assets and liabilities in markets that are not active, but are valued based on executed trades, broker quotations that constitute an executable price, and alternative pricing sources supported by observable inputs which, in each
case, are either directly or indirectly observable for the asset in connection with market data at the measurement date; and
Level
3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases, investments classified within Level 3 may include securities for which the Fund has
obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the
Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.
At the end
of each reporting period, management evaluates the Level 2 and Level 3 assets, if any, for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from
independent pricing services, and the existence of contemporaneous, observable trades in the market.
10 |
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments (continued)
September 30,
2016 (unaudited)
The valuation techniques used by the Fund to measure fair value at September 30, 2016 maximized the use
of observable inputs and minimized the use of unobservable inputs. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers into and out of the
levels are recognized at the value at the end of the period. A summary of the Fund’s investments categorized in the fair value hierarchy as of September 30, 2016 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apollo Tactical
Income Fund Inc. |
| |
|
|
|
|
|
|
|
|
| Assets |
|
Total Fair Value at
September 30,
2016 |
|
Level 1
Quoted Price |
|
Level
2
Significant
Observable
Inputs |
|
Level
3
Significant Unobservable
Inputs |
| |
|
|
|
|
|
|
|
|
| Cash and Cash
Equivalents |
|
|
$ |
16,945,590 |
|
|
|
$ |
16,945,590 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
| Senior Loans |
|
|
|
281,484,893 |
|
|
|
|
— |
|
|
|
|
262,237,497 |
|
|
|
|
19,247,396 |
|
| Corporate Notes and Bonds |
|
|
|
59,481,129 |
|
|
|
|
— |
|
|
|
|
59,481,129 |
|
|
|
|
— |
|
| Structured Products |
|
|
|
40,076,877 |
|
|
|
|
— |
|
|
|
|
14,404,543 |
|
|
|
|
25,672,334 |
|
| Common Stock |
|
|
|
49,235 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
49,235 |
|
| Preferred Stock |
|
|
|
3,924,136 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
3,924,136 |
|
| Unrealized appreciation on Unfunded Loan Commitments |
|
|
|
7,331 |
|
|
|
|
— |
|
|
|
|
3,870 |
|
|
|
|
3,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Assets |
|
|
$ |
401,969,191 |
|
|
|
$ |
16,945,590 |
|
|
|
$ |
336,127,039 |
|
|
|
$ |
48,896,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
The following is a reconciliation of Level 3 holdings for which significant unobservable inputs were used in determining
fair value for the period January 1, 2016 through September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apollo Tactical
Income Fund Inc. |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total |
|
|
Senior Loans |
|
|
Corporate
Notes and Bonds |
|
|
Structured
Products |
|
|
Common
Stock |
|
|
Preferred
Stock |
|
|
Unfunded
Loan
Commitments |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Fair Value, beginning of period |
|
$ |
61,610,980 |
|
|
$ |
31,028,040 |
|
|
$ |
2,833,003 |
|
|
$ |
23,923,849 |
|
|
$ |
— |
|
|
$ |
3,826,088 |
|
|
$ |
— |
|
| Purchases, including capitalized PIK |
|
|
1,548,161 |
|
|
|
1,548,161 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Sales |
|
|
(15,730,143 |
) |
|
|
(11,507,243 |
) |
|
|
— |
|
|
|
(4,222,900 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Accretion/(amortization) of discounts/
(premiums) |
|
|
129,409 |
|
|
|
51,639 |
|
|
|
(1,872 |
) |
|
|
79,642 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Net realized gain/(loss) |
|
|
(3,420,681 |
) |
|
|
(1,528,673 |
) |
|
|
— |
|
|
|
(1,892,008 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in net unrealized appreciation/
(depreciation) |
|
|
2,568,022 |
|
|
|
2,192,807 |
|
|
|
(2,411,131 |
) |
|
|
2,688,298 |
|
|
|
— |
|
|
|
98,048 |
|
|
|
— |
|
| Transfers into Level 3 |
|
|
23,437,810 |
|
|
|
13,582,772 |
|
|
|
— |
|
|
|
9,802,342 |
|
|
|
49,235 |
|
|
|
— |
|
|
|
3,461 |
|
| Transfers out of Level 3 |
|
|
(21,246,996 |
) |
|
|
(16,120,107 |
) |
|
|
(420,000 |
) |
|
|
(4,706,889 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Fair Value, end of period |
|
$ |
48,896,562 |
|
|
$ |
19,247,396 |
|
|
$ |
— |
|
|
$ |
25,672,334 |
|
|
$ |
49,235 |
|
|
$ |
3,924,136 |
|
|
$ |
3,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets were transferred from Level 2 to Level 3 or from Level 3 to Level 2 as a result of changes in levels of liquid
market observability when subject to various criteria as discussed previously. There were no transfers between Level 1 and Level 2 fair value measurement during the period shown. Warrants held at the beginning of the period have been fully
exercised. The net change in unrealized appreciation/(depreciation) attributable to Level 3 investments still held at September 30, 2016 was $(366,610).
| 11
Apollo Tactical Income Fund Inc.
Notes to Schedule of Investments (continued)
September 30,
2016 (unaudited)
The following table provides quantitative measures used to determine the fair values of the Level 3
investments as of September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apollo Tactical Income Fund
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Assets |
|
Fair Value at
September 30,
2016 |
|
|
|
|
|
Valuation Technique(s) |
|
Unobservable Input(s) |
|
Range of
Unobservable
Input(s) Utilized |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior Loans |
|
|
|
|
|
$ |
15,386,302 |
|
|
|
|
|
|
Independent pricing service and/or broker quotes |
|
Vendor and/or
broker quotes |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,400 |
|
|
|
|
|
|
Market comparable
approach(a) |
|
Total enterprise
value/EBITDA(a) |
|
|
6.75x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,636 |
|
|
|
|
|
|
Recoverability(b) |
|
Wind down costs(b) |
|
|
$14.43m to
$18.04m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,029,058 |
|
|
|
|
|
|
Market
comparable
approach(c) |
|
ERP Multiple(c) |
|
|
0.45x |
|
|
|
|
|
|
|
|
| Corporate Notes and Bonds |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Recoverability(b) |
|
Wind down costs(b) |
|
|
$14.43m to
$18.04m |
|
|
|
|
|
|
|
|
| Structured Products |
|
|
|
|
|
|
25,672,334 |
|
|
|
|
|
|
Independent pricing service and/or broker quotes |
|
Vendor and/or
broker quotes |
|
|
N/A |
|
|
|
|
|
|
|
|
| Common Stock |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Market
comparable
approach(a) |
|
Total enterprise
value/EBITDA(a) |
|
|
6.75x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,235 |
|
|
|
|
|
|
Independent pricing service and/or broker quotes |
|
Vendor and/or
broker quotes |
|
|
N/A |
|
|
|
|
|
|
|
|
| Preferred Stock |
|
|
|
|
|
|
3,924,136 |
|
|
|
|
|
|
Discounted cash flow(d) |
|
Discount rate(d) |
|
|
8.66% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Market
Comparable
Approach(c) |
|
ERP Multiple(c) |
|
|
0.45x |
|
|
|
|
|
|
|
|
| Unfunded Loan Commitments |
|
|
|
|
|
|
3,461 |
|
|
|
|
|
|
Market Comparable
Approach(c) |
|
ERP Multiple(c) |
|
|
0.45x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Fair Value |
|
|
|
|
|
$ |
48,896,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
The Fund utilized a market comparable approach to fair value this security. The significant unobservable inputs used in the valuation model were total enterprise value and earnings before interest, taxes, depreciation
and amortization (“EBITDA”) based on comparable multiples for a similar investment with similar risks. Significant increases or decreases in either of these inputs in isolation may result in a significantly higher or lower fair value
measurement. |
| (b) |
The Fund utilized a recoverability approach to fair value this security, specifically a liquidation analysis. There are various, company-specific inputs used in the valuation analysis that relate to the liquidation
value of the company’s assets, which were estimated by a third-party financial advisor as part of restructuring proceedings. The significant unobservable inputs used in the valuation model were wind down costs. Significant increases and
decreases in the input in isolation may result in a significantly higher or lower far value measurement. |
| (c) |
The Fund utilized a market comparable approach to fair value this security. The significant unobservable input used in the valuation model was Estimated Remaining Proceeds (“ERP”) based on comparable multiples
for a similar investment with similar risks. Significant increases or decreases in isolation may result in a significantly higher or lower fair value measurement. |
| (d) |
The Fund utilized a discounted cash flow model to fair value this security. The significant unobservable input used in the valuation model was the discount rate, which was determined based on the market rates an
investor would expect for a similar investment with similar risks. The discount rate was applied to present value the projected cash flows in the valuation model. Significant increases in the discount rate may significantly lower the fair value of
an investment; conversely, significant decreases in the discount rate may significantly increase the fair value of an investment. |
For
more information with regard to significant accounting policies, see the Fund’s most recent annual report filed with the Securities and Exchange Commission.
12 |
Item 2. Controls and Procedures.
| |
(a) |
The Fund’s principal executive and principal financial officers, or persons performing similar functions,
have concluded that the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this
report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended. |
| |
(b) |
There were no changes in the Fund’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the Fund’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting. |
Item 3. Exhibits.
| |
|
Certifications pursuant to Rule 30a-2(a) under the 1940 Act are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
| (Registrant) |
|
Apollo Tactical Income Fund Inc. |
|
|
|
|
|
|
|
|
|
|
| By (Signature and Title) |
|
/s/ Joseph Moroney |
|
|
|
|
Joseph Moroney, President
(principal executive officer) |
|
|
Pursuant to the requirements of the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
| By (Signature and Title) |
|
/s/ Joseph Moroney |
|
|
|
|
Joseph Moroney, President |
|
|
|
|
(principal executive officer) |
|
|
|
|
|
|
|
|
|
|
| By (Signature and Title) |
|
/s/ Frank Marra |
|
|
|
|
Frank Marra, Treasurer and Chief Financial Officer |
|
|
|
|
(principal financial officer) |
|
|