FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Maturity | | Principal Amount(c) | | Amortized Cost | | Fair Value(d) | |
Senior Secured Loans—First Lien—80.1% | | | | | | | | | | | | | |
Aimbridge Acquisition Co. Inc. | | (e) | | Consumer Services | | S+375 | | 0.00% | | 2/2/26 | | $ | 1,974 | | | $ | 1,850 | | | $ | 1,914 | | |
ANCILE Solutions, Inc. | | (e)(l) | | Software & Services | | S+1000 | | 1.00% | | 6/11/26 | | 32,932 | | | 32,932 | | | 33,426 | | |
Arrow Purchaser Inc. | | (e) | | Consumer Discretionary Distribution & Retail | | S+675 | | 1.00% | | 4/15/26 | | 13,046 | | | 13,037 | | | 11,741 | | |
Ascena Retail Group, Inc. | | (e)(i)(p) | | Consumer Discretionary Distribution & Retail | | L+450 | | 0.75% | | 8/21/22 | | 35,525 | | | 11,795 | | | 89 | | |
Auris Luxembourg III S.a r.l | | (e) | | Health Care Equipment & Services | | S+375 | | 0.00% | | 2/27/26 | | 9,896 | | | 9,389 | | | 9,930 | | |
Aveanna Healthcare LLC | | (e) | | Health Care Equipment & Services | | S+375 | | 0.50% | | 7/17/28 | | 19,797 | | | 17,262 | | | 19,086 | | |
CCS-CMGC Holdings, Inc. | | (e) | | Health Care Equipment & Services | | S+550 | | 0.00% | | 10/1/25 | | 37,232 | | | 34,744 | | | 29,606 | | |
Chinos Intermediate 2, LLC | | (e) | | Consumer Discretionary Distribution & Retail | | S+800 | | 1.00% | | 9/10/27 | | 28,333 | | | 28,651 | | | 28,705 | | |
CircusTrix Holdings, LLC | | (l) | | Consumer Services | | S+650 | | 1.00% | | 7/18/28 | | 33,381 | | | 33,381 | | | 33,923 | | |
CircusTrix Holdings, LLC | | (g)(l) | | Consumer Services | | S+650 | | 1.00% | | 7/18/25 | | 4,301 | | | 4,301 | | | 4,371 | | |
CircusTrix Holdings, LLC | | (g)(l) | | Consumer Services | | S+650 | | 1.00% | | 7/18/28 | | 2,151 | | | 2,151 | | | 2,185 | | |
Claros Mortgage Trust, Inc. | | (e) | | Financial Services | | S+450 | | 0.50% | | 8/9/26 | | 9,922 | | | 9,537 | | | 9,326 | | |
CPC Acquisition Corp. | | (e) | | Materials | | S+375 | | 0.75% | | 12/29/27 | | 11,700 | | | 9,207 | | | 9,933 | | |
Cresco Labs, LLC | | (e) | | Pharmaceuticals, Biotechnology & Life Sciences | | 9.5% | | | | 8/12/26 | | 41,000 | | | 40,263 | | | 38,130 | | |
Curia Global, Inc. | | (e) | | Pharmaceuticals, Biotechnology & Life Sciences | | S+375 | | 0.75% | | 8/30/26 | | 2,683 | | | 2,388 | | | 2,561 | | |
Domain Timberlake Note Issuer, LLC | | (l) | | Real Estate Management & Development | | S+650 | | 1.00% | | 12/20/29 | | 29,000 | | | 29,000 | | | 29,000 | | |
Drive Assurance Corp. | | (l) | | Insurance | | S+900 | | 1.00% | | 5/23/28 | | 11,345 | | | 11,279 | | | 11,345 | | |
First Brands Group, LLC | | (e) | | Automobiles & Components | | S+500 | | 1.00% | | 3/30/27 | | 4,938 | | | 4,786 | | | 4,948 | | |
First Brands Group, LLC | | (e) | | Automobiles & Components | | S+500 | | 1.00% | | 3/30/27 | | 31,121 | | | 30,195 | | | 31,206 | | |
Global Tel Link Corp. | | (e) | | Technology Hardware & Equipment | | S+425 | | 0.00% | | 11/29/25 | | 14,031 | | | 13,577 | | | 13,685 | | |
Gold Rush Amusements, Inc. | | (l) | | Consumer Services | | S+750 | | 2.00% | | 10/12/28 | | 30,596 | | | 30,025 | | | 30,328 | | |
Grass Valley USA, LLC | | (l) | | Technology Hardware & Equipment | | S+950 | | 3.00% | | 3/15/29 | | 2,583 | | | 2,505 | | | 2,505 | | |
Grass Valley USA, LLC | | (l) | | Technology Hardware & Equipment | | S+750, 2.5% PIK (2.5% Max PIK) | | 3.00% | | 3/15/29 | | 14,634 | | | 14,195 | | | 14,195 | | |
Grass Valley USA, LLC | | (g)(l) | | Technology Hardware & Equipment | | S+750, 2.5% PIK (2.5% Max PIK) | | 3.00% | | 3/15/29 | | 4,427 | | | 4,427 | | | 4,294 | | |
GSM Midco, LLC | | (l) | | Consumer Services | | S+725 | | 1.00% | | 3/25/27 | | 38,000 | | | 37,615 | | | 37,763 | | |
IXS Holdings Inc. | | (e) | | Materials | | S+425 | | 0.75% | | 3/5/27 | | 6,743 | | | 5,996 | | | 6,437 | | |
Knowlton Development Corporation Inc. | | (e) | | Household & Personal Products | | S+500 | | 0.00% | | 8/15/28 | | 21,000 | | | 20,370 | | | 21,066 | | |
Lance East Holdings PTY Ltd. | | (l) | | Financial Services | | 16.8% | | | | 9/12/26 | | 15,000 | | | 15,000 | | | 15,394 | | |
LHS Borrower, LLC | | (e) | | Capital Goods | | S+475 | | 0.50% | | 2/16/29 | | 987 | | | 858 | | | 945 | | |
LifeScan Global Corp. | | (e)(i)(p) | | Health Care Equipment & Services | | S+650 | | 0.00% | | 12/31/26 | | 51,309 | | | 49,756 | | | 32,068 | | |
Lucky Bucks, LLC | | (e) | | Consumer Services | | S+750 | | 1.00% | | 10/2/28 | | 1,234 | | | 1,164 | | | 1,166 | | |
See Notes to Unaudited Consolidated Schedule of Investments.
1
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Maturity | | Principal Amount(c) | | Amortized Cost | | Fair Value(d) | |
Lucky Bucks, LLC | | (e) | | Consumer Services | | S+750 | | 1.00% | | 10/2/29 | | $ | 2,469 | | | $ | 2,469 | | | $ | 2,087 | | |
Maverick Gaming, LLC | | (e)(i)(p) | | Consumer Services | | S+750 | | 1.00% | | 9/3/26 | | 15,079 | | | 14,912 | | | 10,932 | | |
MLN US HoldCo LLC | | (e)(i)(p) | | Technology Hardware & Equipment | | S+450 | | 0.00% | | 11/30/25 | | 2,837 | | | 2,399 | | | 350 | | |
Monitronics International, LLC | | (e)(r) | | Commercial & Professional Services | | S+750 | | 3.00% | | 6/30/28 | | 51,368 | | | 51,376 | | | 51,722 | | |
Mountaineer Merger Corp. | | (e) | | Consumer Discretionary Distribution & Retail | | S+700 | | 0.00% | | 10/26/28 | | 13,688 | | | 13,414 | | | 10,984 | | |
Neovia Logistics, LP | | (e) | | Transportation | | S+50, 8.5% PIK (8.5% Max PIK) | | 0.50% | | 11/1/27 | | 48,394 | | | 44,869 | | | 40,288 | | |
Nephron Pharmaceuticals Corp. | | (l) | | Pharmaceuticals, Biotechnology & Life Sciences | | S+1100 | | 1.50% | | 9/11/26 | | 37,858 | | | 36,889 | | | 36,769 | | |
North Atlantic Imports, LLC | | (l) | | Consumer Durables & Apparel | | S+750 | | 0.50% | | 10/15/26 | | 16,406 | | | 16,417 | | | 17,493 | | |
One Call Corp. | | (e) | | Health Care Equipment & Services | | S+550 | | 0.75% | | 4/22/27 | | 40,925 | | | 39,497 | | | 38,418 | | |
Powerhouse Intermediate, LLC | | (l) | | Commercial & Professional Services | | S+1025 | | 1.00% | | 1/12/27 | | 37,803 | | | 36,664 | | | 38,453 | | |
Pretium PKG Holdings, Inc. | | (e) | | Materials | | S+250, 2.5% PIK (2.5% Max PIK) | | 1.00% | | 10/2/28 | | 22,146 | | | 21,802 | | | 22,492 | | |
Propulsion Acquisition, LLC | | (e)(l) | | Capital Goods | | S+650 | | 1.50% | | 7/31/26 | | 24,745 | | | 24,727 | | | 25,116 | | |
Pyxus Holdings Inc. | | (e) | | Food, Beverage & Tobacco | | S+800 | | 1.50% | | 12/31/27 | | 12,234 | | | 9,632 | | | 10,736 | | |
Pyxus Holdings Inc. | | (e) | | Food, Beverage & Tobacco | | S+800 | | 1.50% | | 12/31/27 | | 8,156 | | | 7,477 | | | 8,172 | | |
Retail Services WIS Corp. | | (e) | | Commercial & Professional Services | | S+835 | | 1.00% | | 5/20/25 | | 13,381 | | | 13,211 | | | 13,248 | | |
River Ranch One Investments, Ltd. | | (l) | | Real Estate Management & Development | | 13.5% PIK (13.5% Max PIK) | | | | 9/11/26 | | 25,735 | | | 25,735 | | | 26,025 | | |
River Ranch One Investments, Ltd. | | (g)(l) | | Real Estate Management & Development | | 13.5% PIK (13.5% Max PIK) | | | | 9/11/26 | | 11,265 | | | 11,265 | | | 11,392 | | |
S&S Holdings LLC | | (e) | | Consumer Durables & Apparel | | S+500 | | 0.50% | | 3/11/28 | | 21,788 | | | 21,369 | | | 21,747 | | |
Salt Creek Aggregator HoldCo, LLC | | (e)(l) | | Energy | | 8.0% PIK (8.0% Max PIK) | | | | 7/12/26 | | 19,554 | | | 19,646 | | | 19,334 | | |
SuperRego, LLC | | (l) | | Consumer Services | | 15.0% PIK (15.0% Max PIK) | | | | 3/30/30 | | 44,000 | | | 42,900 | | | 42,900 | | |
Syncapay, Inc. | | (e) | | Software & Services | | S+650 | | 1.00% | | 12/10/27 | | 29,849 | | | 29,066 | | | 29,998 | | |
TCFIII Owl Finance LLC | | (l) | | Capital Goods | | 12.0% PIK (12.0% Max PIK) | | | | 1/30/27 | | 57,244 | | | 56,630 | | | 49,087 | | |
Titan Purchaser, Inc. | | (e)(q) | | Financial Services | | S+600 | | 1.00% | | 3/1/30 | | 14,000 | | | 13,948 | | | 14,236 | | |
TKC Holdings, Inc. | | (e) | | Consumer Staples Distribution & Retail | | S+550 | | 1.00% | | 5/15/28 | | 5,550 | | | 4,751 | | | 5,505 | | |
Travelpro Group Holdings, Inc. | | (l)(n) | | Consumer Durables & Apparel | | S+800 | | 3.00% | | 10/24/28 | | 42,731 | | | 41,771 | | | 42,037 | | |
TruGreen, LP | | (e) | | Commercial & Professional Services | | S+400 | | 0.75% | | 11/2/27 | | 13,869 | | | 12,806 | | | 13,526 | | |
United Gaming LLC | | (e)(l) | | Consumer Services | | S+900 | | | | 6/9/25 | | 45,475 | | | 45,307 | | | 45,475 | | |
United Gaming LLC | | (g)(l) | | Consumer Services | | S+900 | | | | 6/9/25 | | 563 | | | 563 | | | 563 | | |
WMK, LLC | | (l) | | Consumer Discretionary Distribution & Retail | | S+650 | | 3.00% | | 1/25/28 | | 17,048 | | | 16,485 | | | 16,546 | | |
See Notes to Unaudited Consolidated Schedule of Investments.
2
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Maturity | | Principal Amount(c) | | Amortized Cost | | Fair Value(d) | |
WMK, LLC | | (g)(l) | | Consumer Discretionary Distribution & Retail | | S+650 | | 3.00% | | 1/25/28 | | $ | 2,952 | | | $ | 2,952 | | | $ | 2,866 | | |
Total Senior Secured Loans—First Lien | | | | | | | | | | 1,202,585 | | | 1,159,768 | | |
Unfunded Commitments | | | | | | | | | | | | | | (25,659) | | | (25,659) | | |
Net Senior Secured Loans—First Lien | | | | | | | | | | 1,176,926 | | | 1,134,109 | | |
| | | | | | | | | | | | | | | | | |
Senior Secured Loans—Second Lien—9.6% | | | | | | | | | | | | | |
Astro One Acquisition Corp. | | (e)(i)(l)(p) | | Consumer Durables & Apparel | | S+850 | | 0.75% | | 9/17/29 | | 10,000 | | | 8,607 | | | 500 | | |
Eversana Life Sciences Services, LLC | | (e) | | Health Care Equipment & Services | | S+800 | | 0.00% | | 12/17/29 | | 7,000 | | | 6,916 | | | 6,230 | | |
LaserShip, Inc. | | (e) | | Transportation | | S+750 | | 0.00% | | 5/7/29 | | 27,272 | | | 27,138 | | | 22,581 | | |
MBS Services Holdings, LLC | | (l) | | Commercial & Professional Services | | 15.0% PIK (15.0% Max PIK) | | | | 9/20/30 | | 28,622 | | | 27,569 | | | 28,049 | | |
MLN US HoldCo LLC | | (e)(i)(p) | | Technology Hardware & Equipment | | S+875 | | 0.00% | | 11/30/26 | | 14,396 | | | 11,584 | | | 1,404 | | |
New Giving Acquisition, Inc. | | (l)(r) | | Health Care Equipment & Services | | 12.5% | | | | 2/19/28 | | 45,000 | | | 44,298 | | | 45,788 | | |
S&S Holdings LLC | | (e) | | Consumer Durables & Apparel | | S+875 | | 0.50% | | 3/9/29 | | 5,000 | | | 5,010 | | | 4,500 | | |
Salt Creek Aggregator HoldCo, LLC | | (e)(i)(l)(p) | | Energy | | | | | | 7/12/27 | | 3,701 | | | 1,996 | | | 2,350 | | |
Salt Creek Aggregator HoldCo, LLC | | (e)(i)(l)(p) | | Energy | | | | | | 7/12/27 | | 23,486 | | | 18,450 | | | 17,291 | | |
TruGreen, LP | | (e) | | Commercial & Professional Services | | S+850 | | 0.75% | | 11/2/28 | | 10,000 | | | 9,862 | | | 7,908 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total Senior Secured Loans—Second Lien | | | | | | | | | | 161,430 | | | 136,601 | | |
| | | | | | | | | | | | | | | | | |
Senior Secured Bonds—25.6% | | | | | | | | | | | | | |
Aretec Escrow Issuer Inc. | | (n)(o) | | Financial Services | | 10.0% | | | | 8/15/30 | | 14,000 | | | 14,000 | | | 15,309 | | |
Blackstone Mortgage Trust, Inc. | | (n)(o) | | Financial Services | | 3.8% | | | | 1/15/27 | | 2,000 | | | 1,660 | | | 1,786 | | |
CSVC Acquisition Corp. | | (n)(o) | | Commercial & Professional Services | | 7.8% | | | | 6/15/25 | | 41,897 | | | 36,410 | | | 41,423 | | |
Digicel International Finance Ltd. | | (o) | | Financial Services | | 12.0% | | | | 5/25/27 | | 41,263 | | | 40,504 | | | 40,604 | | |
Encore Capital Group, Inc. | | (o) | | Financial Services | | 5.4% | | | | 2/15/26 | | £ | 1,000 | | | 1,172 | | | 1,237 | | |
Full House Resorts, Inc. | | (n)(o) | | Consumer Services | | 8.3% | | | | 2/15/28 | | $ | 23,340 | | | 21,057 | | | 22,324 | | |
Grass Valley USA, LLC | | (l) | | Technology Hardware & Equipment | | 8.5% PIK (8.5% Max PIK) | | | | 9/20/29 | | 3,407 | | | 1,129 | | | 1,124 | | |
Guitar Center, Inc. | | (n)(o) | | Consumer Discretionary Distribution & Retail | | 8.5% | | | | 1/15/26 | | 37,000 | | | 37,103 | | | 32,685 | | |
Hunt Companies, Inc. | | (n)(o) | | Financial Services | | 5.3% | | | | 4/15/29 | | 10,000 | | | 7,975 | | | 9,157 | | |
JW Aluminum Co. | | (n)(o) | | Materials | | 10.3% | | | | 6/1/26 | | 43,500 | | | 43,554 | | | 44,645 | | |
LHS, LLC | | (l) | | Capital Goods | | 12.0% PIK (12.0% Max PIK) | | | | 2/26/27 | | 37,599 | | | 37,339 | | | 35,202 | | |
Medicine Man Technologies, Inc., Convertible Note | | (l) | | Pharmaceuticals, Biotechnology & Life Sciences | | 9.0%, 4.0% PIK (4.0% Max PIK) | | | | 12/3/26 | | 16,449 | | | 16,259 | | | 14,207 | | |
Navios Logistics Finance, Inc. | | (n)(o) | | Transportation | | 10.8% | | | | 7/1/25 | | 25,000 | | | 25,000 | | | 25,013 | | |
See Notes to Unaudited Consolidated Schedule of Investments.
3
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Maturity | | Principal Amount(c) | | Amortized Cost | | Fair Value(d) | |
North Atlantic Imports, LLC, Convertible Note | | (l) | | Consumer Durables & Apparel | | 14.0%, 0.0% PIK (7.0% Max PIK) | | | | 11/30/27 | | $ | 31,250 | | | $ | 31,261 | | | $ | 43,008 | | |
TKC Holdings, Inc. | | (n)(o) | | Consumer Staples Distribution & Retail | | 6.9% | | | | 5/15/28 | | 15,977 | | | 15,021 | | | 15,179 | | |
Trulieve Cannabis Corp. | | (o) | | Pharmaceuticals, Biotechnology & Life Sciences | | 8.0% | | | | 10/6/26 | | 20,000 | | | 20,000 | | | 19,122 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total Senior Secured Bonds | | | | | | | | | | 349,444 | | | 362,025 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Subordinated Debt—7.8% | | | | | | | | | | | | | |
Acrisure LLC | | (n)(o) | | Insurance | | 10.1% | | | | 8/1/26 | | 31,000 | | | 30,929 | | | 32,205 | | |
Advisor Group Holdings, Inc. | | (n)(o) | | Financial Services | | 10.8% | | | | 8/1/27 | | 20,200 | | | 19,456 | | | 20,950 | | |
Delivery Hero SE | | (o) | | Consumer Services | | 1.5% | | | | 1/15/28 | | € | 22,000 | | | 17,323 | | | 18,740 | | |
Five Point Operating Co., LP | | (n)(o) | | Equity Real Estate Investment Trusts (REITs) | | 10.5% | | | | 1/15/28 | | $ | 19,748 | | | 19,748 | | | 20,349 | | |
PRA Group, Inc. | | (n)(o) | | Financial Services | | 7.4% | | | | 9/1/25 | | 6,295 | | | 5,899 | | | 6,289 | | |
PRA Group, Inc. | | (n)(o) | | Financial Services | | 8.4% | | | | 2/1/28 | | 12,390 | | | 11,251 | | | 12,338 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total Subordinated Debt | | | | | | | | | | 104,606 | | | 110,871 | | |
| | | | | | | | | | | | | | | | | |
Asset Based Finance—5.1% | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Bridge Street CLO I Ltd., Subordinated Notes | | (l)(m)(n)(r) | | Financial Services | | 20.8% | | | | 1/20/34 | | 28,200 | | | 24,292 | | | 25,091 | | |
Bridge Street CLO II Ltd., Subordinated Notes | | (l)(m)(n)(r) | | Financial Services | | 19.3% | | | | 7/20/34 | | 28,560 | | | 24,833 | | | 25,162 | | |
Bridge Street CLO III Ltd., Subordinated Notes | | (l)(m)(n)(r) | | Financial Services | | 5.7% | | | | 10/20/34 | | 27,600 | | | 26,212 | | | 22,458 | | |
| | | | | | | | | | | | | | | | | |
Total Asset Based Finance | | | | | | | | | | | | | | 75,337 | | | 72,711 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Shares/Units | | Cost | | Fair Value(d) | | | |
Equity/Other—15.0% | | | | | | | | | | | | | | | | | |
BusPatrol LLC, Warrants, 12/31/31, Strike: $0.01 | | (i)(l) | | Commercial & Professional Services | | | | | | 6,408 | | | 1,314 | | | — | | | | |
Carnelian Point Holdings LP, Warrants, 6/30/27, Strike: $10.00 | | (e)(i)(l) | | Consumer Services | | | | | | 30,146 | | | 30 | | | — | | | | |
Chinos Holdings, Inc., Warrants | | (i) | | Consumer Discretionary Distribution & Retail | | | | | | 412,738 | | | 1,447 | | | 1,066 | | | | |
Drive Assurance Corp., Common Stock | | (i)(l) | | Insurance | | | | | | 18,760 | | | 19 | | | 894 | | | | |
Drive Assurance Corp., Preferred Stock | | (l) | | Insurance | | 10.0% PIK (10.0% Max PIK) | | | | 1,104 | | | 1,104 | | | 1,104 | | | | |
Guitar Center, Inc., Preferred Equity | | (e)(l) | | Consumer Discretionary Distribution & Retail | | 15.0% | | | | 8,062 | | | 8,062 | | | 5,603 | | | | |
Lucky Bucks, LLC, Common Equity | | (e)(i) | | Consumer Services | | | | | | 350,344 | | | 4,905 | | | 4,379 | | | | |
MBS Services Holdings, LLC, A-3 Units | | (i)(k)(l) | | Commercial & Professional Services | | | | | | 522,382 | | | 522 | | | — | | | | |
See Notes to Unaudited Consolidated Schedule of Investments.
4
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company(a) | | Footnotes | | Industry | | Rate(b) | | Floor(b) | | Shares/Units | | Cost | | Fair Value(d) | | | |
Monitronics International, LLC, Common Equity | | (e)(i)(r) | | Commercial & Professional Services | | | | | | 997,489 | | | $ | 13,517 | | | $ | 21,197 | | | | |
Nelson Global Products, Inc., Common Stock | | (i)(l) | | Automobiles & Components | | | | | | 43,998 | | | 1,231 | | | 1,761 | | | | |
Nelson Global Products, Inc., Series A Preferred Stock | | (i)(l) | | Automobiles & Components | | | | | | 1,268 | | | 1,268 | | | 1,268 | | | | |
New Giving Acquisition, Inc., Common Stock | | (i)(l)(r) | | Health Care Equipment & Services | | | | | | 188,561 | | | 330 | | | 89,896 | | | | |
New Giving Acquisition, Inc. Warrants, 8/19/29, Strike: $0.01 | | (i)(l)(r) | | Health Care Equipment & Services | | | | | | 16,667 | | | 29 | | | 7,946 | | | | |
Penn Foster Inc., Preferred Equity, 11/17/27 | | (e)(l) | | Consumer Services | | S+1075 PIK (S+1075 Max PIK) | | 1.0% | | 61,225 | | | 60,445 | | | 41,562 | | | | |
RDV Resources Oil & Gas, Inc., Common Equity | | (i)(l) | | Energy | | | | | | 457,704 | | | 3,618 | | | 803 | | | | |
SCM EPIC, LLC, Common Equity | | (i)(k)(l)(s) | | Energy | | | | | | 34,800 | | | 35,861 | | | 30,703 | | | | |
SCM Topco, LLC, Series B Preferred Equity, 7/13/28 | | (i)(k)(l)(p) | | Energy | | | | | | 27,398 | | | 2,449 | | | 2,004 | | | | |
SCM Topco, LLC, Series C Common Equity | | (i)(k)(l) | | Energy | | | | | | 196 | | | — | | | — | | | | |
SCM Topco, LLC, Warrants, 7/10/28, Strike: $75,000 | | (i)(k)(l) | | Energy | | | | | | 1 | | | — | | | — | | | | |
Selecta Group B.V., Contingent Value Notes | | (h)(i)(l) | | Consumer Discretionary Distribution & Retail | | | | | | 7 | | | 3 | | | — | | | | |
Selecta Group B.V., Warrants | | (h)(i)(l) | | Consumer Discretionary Distribution & Retail | | | | | | 98 | | | 2 | | | — | | | | |
SuperRego, LLC, Warrants, 7/30/28, Strike: $0.01 | | (i)(l) | | Consumer Services | | | | | | 139,285 | | | 56 | | | 1,915 | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total Equity/Other | | | | | | | | | | | | 136,212 | | | 212,101 | | | | |
TOTAL INVESTMENTS—143.2% | | | | | | | | | | | | $ | 2,003,955 | | | 2,028,418 | | | | |
Cash, Cash Equivalents and Foreign Currency—6.5% | | (f) | | | | | | | | | | | | 92,357 | | | | |
Credit Facilities Payable—(29.3)% | | | | | | | | | | | | | | (415,000) | | | | |
Term Preferred Shares, at Liquidation Value, Net—(21.1)% | | | | | | | | | | (298,674) | | | | |
Other Assets in Excess of Liabilities—0.7% | | (j) | | | | | | | | | | | | 9,142 | | | | |
NET ASSETS—100.0% | | | | | | | | | | | | | | $ | 1,416,243 | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
_________________£ – British Pound.
€ – Euro.
See Notes to Unaudited Consolidated Schedule of Investments.
5
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | Contract Settlement Date | | Currency to be Received | | Value | | Currency to be Delivered | | Value | | Unrealized Appreciation (Depreciation) |
Counterparty | | | | | | |
JPMorgan Chase Bank, N.A. | | 4/12/24 | | USD | | 18,662 | | | EUR | | 17,000 | | | $ | 296 | |
JPMorgan Chase Bank, N.A. | | 4/12/24 | | USD | | 1,288 | | | GBP | | 1,000 | | | 24 | |
| | | | | | | | | | | | |
Total | | | | | | | | | | | | $ | 320 | |
_________________
EUR – Euro.
GBP – British Pound.
USD – U.S. Dollar.
See Notes to Unaudited Consolidated Schedule of Investments.
6
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
_________________
| | | | | |
(a) | Security may be an obligation of one or more entities affiliated with the named company. |
(b) | Certain variable rate securities in FS Credit Opportunities Corp.’s, or the Fund’s, portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2024, the three-month London Interbank Offered Rate, or LIBOR, or L, was 5.56% and the one-month and three-month Term Secured Overnight Financing Rate, or Term SOFR, or S, were 5.33% and 5.30%, respectively. Term SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and basis point spread. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases. |
(c) | Denominated in U.S. dollars, unless otherwise noted. |
(d) | Fair value is determined by the Fund’s investment adviser, FS Global Advisor, LLC which has been designated by the Fund’s Board of Directors as its valuation designee. The Fund’s current Valuation Policy complies with SEC Rule 2a-5, Good Faith Determinations of Fair Value, and addresses the valuation of investments, fair value hierarchy levels and other significant valuation-related procedures, reporting and recordkeeping. |
(e) | Security or portion thereof held by Blair Funding LLC, or Blair Funding, a wholly-owned subsidiary of the Fund, and is pledged as collateral supporting the amounts outstanding under Blair Funding’s credit facility with Barclays Bank PLC, as administrative agent and Wells Fargo Bank, National Association, as collateral agent. |
(f) | Includes $5,295 of a short-term investment held in the Allspring Government Money Market Fund with a 7-day yield of 5.25% as of March 31, 2024. |
(g) | Security is an unfunded loan commitment. |
(h) | Security or portion thereof held by FS Global Credit Opportunities (Luxembourg) S.à r.l., a wholly-owned subsidiary of the Fund. |
(i) | Security is non-income producing. |
(j) | Includes the effect of forward foreign currency exchange contracts. |
(k) | Security held within FS Global Investments, Inc., a wholly-owned subsidiary of the Fund. |
(l) | Security is classified as Level 3 in the Fund’s fair value hierarchy. |
(m) | Securities of collateralized loan obligations, or CLOs, where an affiliate of the Fund’s investment adviser serves as collateral manager and administrator. The fair value of the investment is inclusive of the present value of future senior management fee and subordinated management fee cash flows from the collateral manager and administrator of the CLOs to the Fund. |
(n) | Exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Such securities may be deemed liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $414,400, which represents approximately 29.26% of net assets as of March 31, 2024. |
(o) | Security or portion thereof held by Bucks Funding, a wholly-owned subsidiary of the Fund, and is pledged as collateral supporting the amounts outstanding under Bucks Funding’s prime brokerage facility with BNP Paribas Prime Brokerage International, Ltd., or BNP PBIL. Securities held by Bucks Funding may be rehypothecated from time to time as permitted by Rule 15c-1(a)(1) promulgated under the Securities Exchange Act of 1934, as amended, subject to the terms and conditions governing Bucks Funding’s prime brokerage facility with BNP PBIL. As of March 31, 2024, seven securities with a fair value of $66,523 were rehypothecated by BNP PBIL. The Fund earned $0 of income from rehypothecated securities during the three months ended March 31, 2024. |
(p) | Security was on non-accrual status as of March 31, 2024. |
(q) | Position or portion thereof unsettled as of March 31, 2024. |
| |
| |
See Notes to Unaudited Consolidated Schedule of Investments.
7
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | |
(r) | Under the Investment Company Act of 1940, as amended, the Fund generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Fund held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” The following table presents certain information with respect to investments in portfolio companies of which the Fund was deemed to be an affiliated person as of March 31, 2024: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair Value at December 31, 2023 | | Gross Additions(1) | | Gross Reductions(2) | | Net Realized Gain (Loss) | | Net Change in Unrealized Appreciation (Depreciation) | | Fair Value at March 31, 2024 | | Interest Income(3) | | Fee Income(3) | | | | |
Senior Secured Loans—First Lien | | | | | | | | | | | | | | | | | | | | |
Monitronics International, LLC | | $ | 51,412 | | | $ | — | | | $ | (130) | | | $ | — | | | $ | 440 | | | $ | 51,722 | | | $ | 1,704 | | | $ | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Senior Secured Loans—Second Lien | | | | | | | | | | | | | | | | | | | | |
New Giving Acquisition, Inc. | | 45,844 | | | 39 | | | — | | | — | | | (95) | | | 45,788 | | | 1,461 | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Asset Based Finance | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Bridge Street CLO I Ltd., Subordinated Notes | | 24,955 | | | 717 | | | (98) | | | — | | | (483) | | | 25,091 | | | 1,143 | | | — | | | | | |
Bridge Street CLO II Ltd., Subordinated Notes | | 25,108 | | | 207 | | | (254) | | | — | | | 101 | | | 25,162 | | | 1,123 | | | — | | | | | |
Bridge Street CLO III Ltd., Subordinated Notes | | 21,430 | | | — | | | (370) | | | — | | | 1,398 | | | 22,458 | | | 349 | | | — | | | | | |
Equity/Other | | | | | | | | | | | | | | | | | | | | |
Monitronics International, LLC | | 20,947 | | | — | | | — | | | — | | | 250 | | | 21,197 | | | — | | | — | | | | | |
| | | | | | | | | | | | | | | | | | | | |
New Giving Acquisition, Inc, Common Stock | | 76,443 | | | — | | | — | | | — | | | 13,453 | | | 89,896 | | | — | | | 229 | | | | | |
New Giving Acquisition, Inc. Warrants, 8/19/29, Strike: $0.01 | | 6,757 | | | — | | | — | | | — | | | 1,189 | | | 7,946 | | | — | | | — | | | | | |
Total | | $ | 272,896 | | | $ | 963 | | | $ | (852) | | | $ | — | | | $ | 16,253 | | | $ | 289,260 | | | $ | 5,780 | | | $ | 229 | | | | | |
_________________
(1)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
(3)Interest income and fee income presented for the full three months ended March 31, 2024.
See Notes to Unaudited Consolidated Schedule of Investments.
8
FS Credit Opportunities Corp.
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2024 (in thousands, except share amounts)
| | | | | |
(s) | Under the Investment Company Act of 1940, as amended, the Fund generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2024, the Fund held investments in portfolio companies of which it is deemed to be an “affiliated person” and deemed to “control.” The following table presents certain information with respect to investments in portfolio companies of which the Fund was deemed to be an affiliated person and deemed to control as of March 31, 2024: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair Value at December 31, 2023 | | Gross Additions(1) | | Gross Reductions(2) | | Net Realized Gain (Loss) | | Net Change in Unrealized Appreciation (Depreciation) | | Fair Value at March 31, 2024 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Equity/Other | | | | | | | | | | | | | | | | | | | | |
SCM EPIC, LLC, Common Equity | | $ | 29,470 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,233 | | | $ | 30,703 | | | | | | | | | |
Total | | $ | 29,470 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,233 | | | $ | 30,703 | | | | | | | | | |
_________________
(1)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
See Notes to Unaudited Consolidated Schedule of Investments.
9
FS Credit Opportunities Corp.
Notes to Unaudited Consolidated Schedule of Investments
As of March 31, 2024 (in thousands)
Investment Portfolio
The information contained in this section should be read in conjunction with the Fund’s audited consolidated financial statements contained in its annual report for the fiscal year ended December 31, 2023.
In general, under the 1940 Act, the Fund would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or had the power to exercise control over the management or policies of a portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.
As of March 31, 2024, the Fund held investments in five portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control,” and held an investment in one portfolio company of which it is deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (r) and (s) to the unaudited consolidated schedule of investments as of March 31, 2024 included herein.
The Fund’s investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Fund to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of March 31, 2024, the Fund had six senior secured loan investments with aggregate unfunded commitments of $25,659. The Fund maintains sufficient cash on hand and/or available borrowings to fund such unfunded commitments should the need arise.
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2024:
| | | | | | | | | | | | | | |
Industry Classification | | Fair Value | | Percentage of Portfolio |
Automobiles & Components | | $ | 39,183 | | | 2% |
Capital Goods | | 110,350 | | | 5% |
Commercial & Professional Services | | 215,526 | | | 11% |
Consumer Discretionary Distribution & Retail | | 107,333 | | | 5% |
Consumer Durables & Apparel | | 129,285 | | | 6% |
Consumer Services | | 295,512 | | | 15% |
Consumer Staples Distribution & Retail | | 20,684 | | | 1% |
Energy | | 72,485 | | | 4% |
Equity Real Estate Investment Trusts (REITs) | | 20,349 | | | 1% |
Financial Services | | 219,337 | | | 11% |
Food, Beverage & Tobacco | | 18,908 | | | 1% |
Health Care Equipment & Services | | 278,968 | | | 14% |
Household & Personal Products | | 21,066 | | | 1% |
Insurance | | 45,548 | | | 2% |
Materials | | 83,507 | | | 4% |
Pharmaceuticals, Biotechnology & Life Sciences | | 110,789 | | | 5% |
Real Estate Management & Development | | 55,152 | | | 3% |
Software & Services | | 63,424 | | | 3% |
Technology Hardware & Equipment | | 33,130 | | | 2% |
Transportation | | 87,882 | | | 4% |
| | | | |
| | | | |
| | | | |
Total | | $ | 2,028,418 | | | 100% |
Under existing accounting guidance, fair value is defined as the price that the Fund would receive upon selling an asset or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Fund. Unobservable inputs are inputs that reflect the assumptions market participants would
use in pricing an asset or liability developed based on the best information available in the circumstances. The Fund classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.
Level 3: Inputs that are unobservable for an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
As of March 31, 2024, the Fund’s investments and derivatives were categorized as follows in the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Asset Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Senior Secured Loans—First Lien | | $ | — | | | $ | 566,983 | | | $ | 567,126 | | | $ | 1,134,109 | |
Senior Secured Loans—Second Lien | | — | | | 42,623 | | | 93,978 | | | 136,601 | |
Senior Secured Bonds | | — | | | 268,484 | | | 93,541 | | | 362,025 | |
Subordinated Debt | | — | | | 110,871 | | | — | | | 110,871 | |
Asset Based Finance | | — | | | — | | | 72,711 | | | 72,711 | |
Equity/Other | | — | | | 26,642 | | | 185,459 | | | 212,101 | |
| | | | | | | | |
Total Investments | | — | | | 1,015,603 | | | 1,012,815 | | | 2,028,418 | |
| | | | | | | | |
| | | | | | | | |
Forward Foreign Currency Exchange Contracts | | — | | | 320 | | | — | | | 320 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total Assets | | $ | — | | | $ | 1,015,923 | | | $ | 1,012,815 | | | $ | 2,028,738 | |
The following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining fair value for the three months ended March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Senior Secured Loans—First Lien | | Senior Secured Loans—Second Lien | | Senior Secured Bonds | | | | Asset Based Finance | | | | Equity/Other | | Total |
Fair value at beginning of period | | $ | 512,763 | | | $ | 65,994 | | | $ | 91,166 | | | | | $ | 79,765 | | | | | $ | 162,371 | | | $ | 912,059 | |
Accretion of discount (amortization of premium) | | 869 | | | 39 | | | 49 | | | | | 4 | | | | | 27 | | | 988 | |
Net realized gain (loss) | | — | | | — | | | — | | | | | 126 | | | | | — | | | 126 | |
Net change in unrealized appreciation (depreciation) | | 3,606 | | | 376 | | | (1,088) | | | | | 1,040 | | | | | 20,333 | | | 24,267 | |
Purchases | | 86,507 | | | 26,540 | | | 1,123 | | | | | 924 | | | | | 522 | | | 115,616 | |
Paid-in-kind interest | | 2,465 | | | 1,029 | | | 2,291 | | | | | — | | | | | 2,176 | | | 7,961 | |
Sales and repayments | | (39,084) | | | — | | | — | | | | | (9,148) | | | | | — | | | (48,232) | |
Transfers into Level 3(1) | | — | | | — | | | — | | | | | — | | | | | 30 | | | 30 | |
| | | | | | | | | | | | | | | | |
Fair value at end of period | | $ | 567,126 | | | $ | 93,978 | | | $ | 93,541 | | | | | $ | 72,711 | | | | | $ | 185,459 | | | $ | 1,012,815 | |
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date | | $ | 1,394 | | | $ | 376 | | | $ | (1,088) | | | | | $ | 1,016 | | | | | $ | 20,333 | | | $ | 22,031 | |
______________
(1)Transfers into Level 3 are deemed to have occurred as a result of, among other factors, changes in liquidity, the depth and consistency of prices from third-party pricing services and the existence of observable trades in the market. Transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting year. For the three months ended March 31, 2024, transfers into Level 3 were due to decreased price transparency.
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