| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES At March 31, 2023, Main Street had the following outstanding commitments (in thousands):
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| Investments with equity capital commitments that have not yet funded: |
|
Amount |
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| Brightwood Capital Fund Investments |
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| Brightwood Capital Fund V, LP |
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$ |
3,000 |
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| Brightwood Capital Fund III, LP |
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300 |
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3,300 |
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| Freeport Fund Investments |
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| Freeport First Lien Loan Fund III LP |
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6,733 |
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| Freeport Financial SBIC Fund LP |
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3,841 |
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10,574 |
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| Harris Preston Fund Investments |
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| HPEP 4, L.P. |
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7,668 |
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| HPEP 3, L.P. |
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1,555 |
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| HPEP 423 COR, LP |
|
600 |
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| 2717 MH, L.P. |
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52 |
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9,875 |
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| MS Private Loan Fund I, LP |
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750 |
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| UnionRock Energy Fund II, LP |
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2,124 |
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| Total Equity Commitments (1)(2) |
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$ |
26,623 |
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| Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded: |
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| Dalton US Inc. |
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$ |
16,865 |
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| Xenon Arc, Inc. |
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11,340 |
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| HEADLANDS OP-CO LLC |
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10,125 |
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| MS Private Loan Fund I, LP |
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10,000 |
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| JTI Electrical & Mechanical, LLC |
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8,421 |
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| PTL US Bidco, Inc |
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8,110 |
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| AMEREQUIP LLC. |
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7,704 |
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| SI East, LLC |
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7,500 |
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| NinjaTrader, LLC |
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7,472 |
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| Archer Systems, LLC |
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7,115 |
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| Veregy Consolidated, Inc. |
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5,875 |
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| Robbins Bros. Jewelry, Inc. |
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4,500 |
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| South Coast Terminals Holdings, LLC |
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4,465 |
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| Winter Services LLC |
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4,444 |
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| Channel Partners Intermediateco, LLC |
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4,346 |
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| Direct Marketing Solutions, Inc. |
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4,250 |
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| Bettercloud, Inc. |
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4,189 |
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| Microbe Formulas, LLC |
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3,601 |
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| Watterson Brands, LLC |
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3,453 |
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| Classic H&G Holdco, LLC |
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3,440 |
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| Paragon Healthcare, Inc. |
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3,245 |
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| VVS Holdco, LLC |
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3,200 |
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| SPAU Holdings, LLC |
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3,194 |
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| MetalForming AcquireCo, LLC |
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2,795 |
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| Batjer TopCo, LLC |
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2,700 |
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| Infolinks Media Buyco, LLC |
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2,520 |
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| IG Parent Corporation |
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2,500 |
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| Nebraska Vet AcquireCo, LLC |
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2,500 |
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| CaseWorthy, Inc. |
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2,459 |
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| West Star Aviation Acquisition, LLC |
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2,411 |
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| Centre Technologies Holdings, LLC |
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2,400 |
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| GRT Rubber Technologies LLC |
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2,385 |
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| ArborWorks, LLC |
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2,339 |
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| NWN Corporation |
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2,335 |
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| Bluestem Brands, Inc. |
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2,154 |
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| MB2 Dental Solutions, LLC |
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2,023 |
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| PPL RVs, Inc. |
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2,000 |
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| The Affiliati Network, LLC |
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2,000 |
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| Cody Pools, Inc. |
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1,896 |
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| Elgin AcquireCo, LLC |
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1,877 |
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| GULF PACIFIC ACQUISITION, LLC |
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1,868 |
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| Mako Steel, LP |
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1,826 |
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| Johnson Downie Opco, LLC |
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1,800 |
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| Career Team Holdings, LLC |
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1,800 |
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| Engineering Research & Consulting, LLC |
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1,638 |
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| MonitorUS Holding, LLC |
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1,634 |
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| Trantech Radiator Topco, LLC |
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1,600 |
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| Colonial Electric Company LLC |
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1,600 |
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| Chamberlin Holding LLC |
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1,600 |
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| Roof Opco, LLC |
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1,556 |
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| Burning Glass Intermediate Holding Company, Inc. |
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1,549 |
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| Pearl Meyer Topco LLC |
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1,500 |
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| AVEX Aviation Holdings, LLC |
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1,474 |
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| ATS Operating, LLC |
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1,440 |
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| RTIC Subsidiary Holdings, LLC |
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1,370 |
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| American Health Staffing Group, Inc. |
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1,333 |
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| Evergreen North America Acquisitions, LLC |
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1,313 |
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| Project Eagle Holdings, LLC |
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1,250 |
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| Gamber-Johnson Holdings, LLC |
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1,200 |
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| GS HVAM Intermediate, LLC |
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1,136 |
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| AB Centers Acquisition Corporation |
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1,112 |
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| KMS, LLC |
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1,086 |
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| Wahoo Fitness Acquisition L.L.C. |
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1,000 |
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| Eastern Wholesale Fence LLC |
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967 |
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| RA Outdoors LLC |
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894 |
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| Orttech Holdings, LLC |
|
800 |
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| Mystic Logistics Holdings, LLC |
|
800 |
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| Project BarFly, LLC |
|
760 |
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| DTE Enterprises, LLC |
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750 |
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| Jensen Jewelers of Idaho, LLC |
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500 |
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| Jackmont Hospitality, Inc. |
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400 |
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| Clad-Rex Steel, LLC |
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400 |
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| Wall Street Prep, Inc. |
|
400 |
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| Gulf Publishing Holdings, LLC |
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400 |
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| Flame King Holdings, LLC |
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400 |
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| Adams Publishing Group, LLC |
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394 |
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| Invincible Boat Company, LLC. |
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353 |
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| ASC Interests, LLC |
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300 |
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| AAC Holdings, Inc. |
|
240 |
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| Acousti Engineering Company of Florida |
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53 |
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| Acumera, Inc. |
|
15 |
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| Interface Security Systems, L.L.C |
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1 |
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| Total Loan Commitments |
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228,660 |
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| Total Commitments |
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$ |
255,283 |
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____________________
(1)This table excludes commitments related to six additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses. The Company does not expect any material future capital to be called on its commitment to these investments and as a result has excluded those commitments from this table.
(2)This table excludes commitments related to three additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to these investments to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.
Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of March 31, 2023.
Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.
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