Apollo Senior Floating Rate Fund
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
811-22481
|
| Apollo Senior Floating Rate 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, 2012
Item 1. Schedule of Investments.
The Schedule(s) of Investments is attached herewith.
Apollo Senior Floating Rate Fund Inc.
Schedule of Investments
September 30, 2012 (unaudited)
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|
Principal
Amount ($) |
|
|
Value ($) |
|
| Senior Loans (a) - 128.7% |
|
|
| AEROSPACE & DEFENSE - 5.1% |
|
| CAMP Systems, Inc.
First Lien Initial Term Loan, 6.50%, 05/31/19 |
|
|
1,320,000 |
|
|
|
1,334,190 |
|
| Second Lien Initial Term Loan, 10.00%, 11/30/19 |
|
|
1,000,000 |
|
|
|
1,020,250 |
|
| ILC Industries, LLC
First Lien Term Loan, 7.50%, 07/11/18 |
|
|
3,990,000 |
|
|
|
3,976,693 |
|
| Scitor Corp.
Term Loan, 5.00%, 02/15/17 |
|
|
3,638,098 |
|
|
|
3,607,410 |
|
| SI Organization, Inc. (The)
New Tranche B Term Loan, 4.50%, 11/22/16 |
|
|
247,481 |
|
|
|
246,862 |
|
| SRA International
Term Loan, 6.50%, 07/20/18 |
|
|
4,885,901 |
|
|
|
4,845,177 |
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15,030,582 |
|
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| AUTOMOTIVE - 3.3% |
|
| Avis Budget Car Rental, LLC
Tranche B Term Loan, 6.25%, 09/22/18 |
|
|
1,127,857 |
|
|
|
1,138,008 |
|
| Chrysler, LLC
Tranche B Term Loan, 6.00%, 05/24/17 |
|
|
4,387,162 |
|
|
|
4,485,609 |
|
| Fram Group Holdings, Inc.
First Lien Term Loan B, 6.50%, 07/29/17 |
|
|
950,400 |
|
|
|
946,835 |
|
| Second Lien Term Loan, 10.50%, 01/29/18 (b) |
|
|
2,000,000 |
|
|
|
1,820,000 |
|
| Schaeffler AG (Germany)
Facility C2 (USD), 6.00%, 01/27/17 (c) |
|
|
1,260,000 |
|
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|
1,276,544 |
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9,666,996 |
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| BANKING, FINANCE, INSURANCE AND REAL ESTATE - 6.9% |
|
| American Capital, Ltd.
Senior Secured Term Loan, 5.50%, 08/22/16 (b) |
|
|
1,409,000 |
|
|
|
1,416,045 |
|
| Asurion, LLC
First Lien Term Loan, 5.50%, 05/24/18 |
|
|
3,748,337 |
|
|
|
3,777,630 |
|
| Aveta, Inc.
MMM Term Facility, 8.50%, 04/04/17 |
|
|
807,889 |
|
|
|
814,958 |
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| NAMM Term Facility, 8.50%, 04/04/17 |
|
|
807,889 |
|
|
|
814,958 |
|
| BNY ConvergEX Group, LLC
First Lien Term Loan, 5.25%, 12/19/16 |
|
|
3,317,470 |
|
|
|
3,206,899 |
|
| CNO Financial Group, Inc.
Term Loan B-2, 09/28/18 (d) |
|
|
638,000 |
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|
|
641,056 |
|
| EZE Castle Software, Inc.
First Lien Term Loan, 5.25%, 12/19/16 |
|
|
1,453,484 |
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|
|
1,405,040 |
|
| Hamilton Lane
Term Loan B, 6.50%,
02/28/18 (b) |
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|
975,000 |
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|
975,000 |
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Principal
Amount ($) |
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|
Value ($) |
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| BANKING, FINANCE, INSURANCE AND REAL ESTATE (continued) |
|
| Sedgwick Claims Management
Services, Inc. Term B-1 Loan, 5.00%, 12/31/16. |
|
|
3,861,271 |
|
|
|
3,873,298 |
|
| VFH Parent LLC
Term Loan, 7.50%, 07/08/16 |
|
|
3,163,749 |
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3,171,659 |
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20,096,543 |
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| BEVERAGE, FOOD & TOBACCO - 3.0% |
|
| BJ’s Wholesale Club, Inc.
Term Loan B, 09/26/19 (d) |
|
|
1,517,000 |
|
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|
1,526,641 |
|
| NPC International, Inc.
Term Loan, 5.25%, 12/28/18 |
|
|
2,298,450 |
|
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|
2,327,181 |
|
| Pierre Foods, Inc.
First Lien Term Loan, 7.00%, 09/30/16 |
|
|
4,924,812 |
|
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|
4,948,205 |
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8,802,027 |
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| CAPITAL EQUIPMENT - 0.3% |
|
| Terex Corp.
U.S. Term Loan, 5.50%, 04/28/17 |
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|
990,000 |
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|
996,806 |
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| CHEMICALS, PLASTICS, & RUBBER - 5.8% |
|
| Arizona Chemicals
Term Loan, 7.25%, 12/22/17 |
|
|
787,273 |
|
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|
804,790 |
|
| Houghton International, Inc.
Term Loan B-1, 6.75%, 01/29/16. |
|
|
2,598,929 |
|
|
|
2,624,919 |
|
| Ineos US Finance LLC
Cash Dollar Term Loan, 6.50%, 05/04/18 |
|
|
5,214,568 |
|
|
|
5,276,491 |
|
| NuSil Technology, LLC
Term Loan, 5.25%, 04/07/17 |
|
|
2,936,441 |
|
|
|
2,941,947 |
|
| Trinseo Materials Operating
S.C.A. (Luxembourg)
Term Loan, 8.00%, 08/02/17 (c) |
|
|
353,214 |
|
|
|
339,527 |
|
| Univar, Inc.
Term B Loan, 5.00%, 06/30/17 |
|
|
4,912,500 |
|
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4,897,836 |
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16,885,510 |
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| CONSUMER GOODS: DURABLE - 4.3% |
|
| AOT Bedding Super Holdings
Term Loan B, 09/19/19 (d) |
|
|
2,916,000 |
|
|
|
2,909,235 |
|
| Goodman Global, Inc.
First Lien Initial Term Loan, 5.75%, 10/28/16 |
|
|
5,601,342 |
|
|
|
5,623,523 |
|
| SRAM, LLC
First Lien Term Loan, 4.77%, 06/07/18 |
|
|
2,297,366 |
|
|
|
2,326,083 |
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| Second Lien Term Loan, 8.50%, 12/07/18 (b) |
|
|
1,650,000 |
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|
1,678,875 |
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12,537,716 |
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| CONSUMER GOODS: NON-DURABLE - 3.7% |
|
| Armored AutoGroup, Inc.
New Term Loan, 6.00%, 11/05/16 |
|
|
4,925,000 |
|
|
|
4,930,122 |
|
| Insight Global, Inc.
First Lien Term Loan, 7.50%, 08/25/16 |
|
|
3,296,700 |
|
|
|
3,263,733 |
|
|
|
|
| See accompanying Notes to Schedule of Investments. |
|
1 |
Apollo Senior Floating Rate Fund Inc.
Schedule of Investments (continued)
September 30, 2012 (unaudited)
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| |
|
Principal
Amount ($) |
|
|
Value ($) |
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| Senior Loans (a) (continued) |
|
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| CONSUMER GOODS: NON-DURABLE (continued) |
|
| Prestige Brands International, Inc.
Term Loan B, 5.25%, 01/31/19 |
|
|
856,061 |
|
|
|
867,164 |
|
| Spectrum Brands, Inc.
New Term Loan, 5.02%, 06/17/16 |
|
|
1,633,127 |
|
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1,643,440 |
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10,704,459 |
|
|
|
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|
|
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|
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| CONTAINERS, PACKAGING AND GLASS - 4.2% |
|
| Pelican Products, Inc.
First Lien Term Loan, 7.00%, 07/11/18 |
|
|
5,985,000 |
|
|
|
5,966,297 |
|
| Reynolds Group Holdings Inc.
Tranche B Term Loan, 4.75%, 09/20/18 |
|
|
2,639,478 |
|
|
|
2,653,138 |
|
| Tank Holding Corp. (Roto Acquisition Corp.)
Term Loan 1, 5.50%, 07/09/19 |
|
|
3,593,790 |
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|
3,602,774 |
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12,222,209 |
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| ENERGY: OIL & GAS - 2.3% |
|
| Chesapeake Energy Corp.
Term Loan, 8.50%, 12/02/17 |
|
|
5,462,000 |
|
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|
5,485,596 |
|
| Samson Investment Co.
Second Lien Initial Term Loan, 6.00%, 09/25/18 |
|
|
1,273,000 |
|
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|
1,282,815 |
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6,768,411 |
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| ENVIRONMENTAL INDUSTRIES - 2.7% |
|
| Advanced Disposal Services
Term Loan B, 09/25/19 (d) |
|
|
2,460,000 |
|
|
|
2,477,687 |
|
| EnergySolutions, LLC (aka Envirocare of Utah, LLC)
Term Loan, 6.25%, 08/15/16 |
|
|
3,759,521 |
|
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|
3,644,404 |
|
| Tervita Corp. (Canada)
Series A Term Loan, 6.50%, 11/14/14 (c) |
|
|
1,736,875 |
|
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|
1,749,910 |
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7,872,001 |
|
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| HEALTHCARE & PHARMACEUTICALS - 15.6% |
|
| Aptalis Pharma, Inc.
Term Loan B-1, 5.50%, 02/10/17. |
|
|
2,910,190 |
|
|
|
2,917,465 |
|
| Bausch & Lomb, Inc.
Parent Term Loan, 5.25%, 05/17/19 |
|
|
2,076,795 |
|
|
|
2,103,191 |
|
| Catalent Pharma Solutions, Inc.
Dollar Term-2 Loan, 5.25%, 09/15/17 |
|
|
2,133,280 |
|
|
|
2,149,280 |
|
| ConvaTec, Inc.
Dollar Term Loan, 12/22/16 (d) |
|
|
550,000 |
|
|
|
553,094 |
|
| InVentiv Health, Inc.
Consolidated Term Loan, 6.50%, 08/04/16 |
|
|
4,421,419 |
|
|
|
4,288,776 |
|
| Term Loan B-3, 6.75%, 05/15/18 (b) |
|
|
1,268,938 |
|
|
|
1,234,042 |
|
| Medpace Intermediateco, Inc.
Term B Loan, 6.50%, 06/19/17 (b) |
|
|
5,533,947 |
|
|
|
5,326,424 |
|
| MultiPlan, Inc.
Term B Loan, 4.75%, 08/26/17 |
|
|
2,512,348 |
|
|
|
2,526,090 |
|
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| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| HEALTHCARE & PHARMACEUTICALS (continued) |
|
| Onex Carestream Finance LP
Term Loan B, 5.00%, 02/25/17 |
|
|
4,922,804 |
|
|
|
4,892,037 |
|
| Pharmaceutical Product
Development, Inc.
Term Loan, 6.25%, 12/05/18 |
|
|
3,488,638 |
|
|
|
3,527,013 |
|
| Physician Oncology Services, LP
Delayed Draw Term Loan,
7.75%, 01/31/17 (b) |
|
|
296,044 |
|
|
|
288,642 |
|
| Effective Date Term Loan,
7.75%, 01/31/17 (b) |
|
|
2,431,174 |
|
|
|
2,370,395 |
|
| Radnet Management, Inc.
Tranche B Term Loan, 5.75%,
04/06/16 |
|
|
2,294,721 |
|
|
|
2,290,419 |
|
| Rural/Metro Operating Co. LLC
First Lien Term Loan B, 5.75%,
06/30/18 |
|
|
2,964,975 |
|
|
|
2,964,975 |
|
| Select Medical Corp.
Tranche B Term Loan, 5.50%,
06/01/18 |
|
|
3,456,250 |
|
|
|
3,469,211 |
|
| Sheridan Holdings, Inc.
First Lien Initial Term Loan,
6.00%, 06/29/18 |
|
|
1,624,828 |
|
|
|
1,641,758 |
|
| U.S. Renal Care, Inc.
First Lien Initial Term Loan,
6.25%, 07/03/19 (b) |
|
|
997,500 |
|
|
|
1,012,462 |
|
| Second Lien Term Loan,
10.25%, 01/03/20 |
|
|
818,000 |
|
|
|
840,495 |
|
| Valeant Pharmaceuticals International, Inc.
(Canada)
Tranche B Series C, 09/27/19 (c) (d) |
|
|
1,358,800 |
|
|
|
1,362,537 |
|
|
|
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|
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|
|
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|
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|
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|
45,758,306 |
|
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|
|
| HIGH TECH INDUSTRIES - 8.7% |
|
| Freescale Semiconductor, Inc.
Tranche B-1 Term Loan, 4.48%,
12/01/16 |
|
|
4,038,421 |
|
|
|
3,954,301 |
|
| Tranche B-2 Term Loan, 6.00%,
02/28/19 |
|
|
995,000 |
|
|
|
999,353 |
|
| Infor (US), Inc.
Tranche B-2 Term Loan, 5.25%,
04/05/18 (d) |
|
|
2,743,125 |
|
|
|
2,758,432 |
|
| NXP B.V. (Netherlands)
Tranche B Loan, 5.25%, 03/19/19 (c) |
|
|
2,646,700 |
|
|
|
2,688,068 |
|
| Oberthur Technologies (France)
Term Loan B, 6.25%, 11/30/18 (c) |
|
|
3,000,000 |
|
|
|
2,979,375 |
|
| OpenLink International, Inc.
Initial Term Loan, 7.75%, 10/30/17 |
|
|
2,149,755 |
|
|
|
2,168,565 |
|
| Sophia, L.P.
Initial Term Loan, 6.25%, 07/19/18 |
|
|
2,731,233 |
|
|
|
2,768,105 |
|
| Sophos (Luxembourg)
Term B Loan, 6.50%, 05/10/19 (c) |
|
|
1,909,215 |
|
|
|
1,921,148 |
|
|
|
|
| 2 |
|
See accompanying Notes to Schedule of Investments. |
Apollo Senior Floating Rate Fund Inc.
Schedule of Investments (continued)
September 30, 2012 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| Senior Loans (a) (continued) |
|
|
| HIGH TECH INDUSTRIES (continued) |
|
| Vision Solutions, Inc.
First Lien Term Loan, 6.00%, 07/23/16 (b) |
|
|
5,318,750 |
|
|
|
5,302,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,539,476 |
|
|
|
|
|
|
|
|
|
|
| HOTEL, GAMING & LEISURE - 2.6% |
|
| Boyd Gaming Corp.
Increased Term Loan, 6.00%, 12/17/15 |
|
|
2,128,088 |
|
|
|
2,158,242 |
|
| Cannery Casino Resorts, LLC
First Lien Term Loan, 09/25/18 (d) |
|
|
1,000,000 |
|
|
|
1,001,250 |
|
| Freedom Group
Term B Loan, 5.50%, 04/19/19 |
|
|
2,852,178 |
|
|
|
2,879,816 |
|
| Peninsula Gaming
Term B Loan, 08/03/17 (d) |
|
|
1,586,000 |
|
|
|
1,612,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,652,080 |
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 4.4% |
|
| Acosta, Inc.
Term Loan B, 5.00%, 03/02/18 |
|
|
896,753 |
|
|
|
902,923 |
|
| Advantage Sales & Marketing, Inc.
First Lien Term Loan, 5.25%, 12/18/17 |
|
|
2,922,627 |
|
|
|
2,941,624 |
|
| Cengage Learning Acquisitions, Inc. (Thomson Learning)
Tranche B Term Loan (Extended), 5.72%, 07/05/17 |
|
|
3,437,042 |
|
|
|
3,145,959 |
|
| Getty Images, Inc.
Initial Term Loan, 5.25%, 11/07/16 |
|
|
2,652,807 |
|
|
|
2,658,444 |
|
| MTL Publishing LLC (EMI Music Publishing Group North America Holdings, Inc.)
Term B Loan, 5.50%, 06/29/18 |
|
|
1,625,925 |
|
|
|
1,647,875 |
|
| SymphonyIRI Group, Inc.
Term Loan, 5.00%, 12/01/17 |
|
|
1,481,250 |
|
|
|
1,484,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,780,852 |
|
|
|
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 11.0% |
|
| Clear Channel Communications, Inc.
Tranche B Term Loan, 3.87%, 01/29/16 |
|
|
5,076,458 |
|
|
|
4,166,198 |
|
| Crown Media Holdings, Inc.
Term Loan, 5.75%, 07/14/18 (b) |
|
|
1,717,917 |
|
|
|
1,726,506 |
|
| Encompass Digital Media, Inc.
Tranche B Term Loan, 8.00%, 08/10/17 (b) |
|
|
321,113 |
|
|
|
322,719 |
|
| Entercom Communications Corp.
Term B Loan, 6.25%, 11/23/18 |
|
|
1,979,600 |
|
|
|
2,005,582 |
|
| Granite Broadcasting Corp.
First Lien Tranche B Term Loan, 8.50%, 05/23/18 (b) |
|
|
3,443,530 |
|
|
|
3,460,748 |
|
| Intelsat Jackson Holdings S.A. (Luxembourg)
Term Loan B, 04/02/18 (c) (d) |
|
|
419,440 |
|
|
|
421,405 |
|
| Tranche B Term Loan, 5.25%, 04/02/18 (c) |
|
|
4,937,500 |
|
|
|
4,955,522 |
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| MEDIA: BROADCASTING & SUBSCRIPTION (continued) |
|
| SNL Financial LC
Term Loan, 8.50%, 08/17/18 (b) |
|
|
1,900,000 |
|
|
|
1,900,000 |
|
| Univision Communications, Inc.
Extended First Lien Term Loan, 4.47%, 03/31/17 |
|
|
4,735,630 |
|
|
|
4,688,273 |
|
| WideOpenWest Finance, LLC
Term Loan, 6.25%, 07/17/18 |
|
|
5,262,589 |
|
|
|
5,317,530 |
|
| Yankee Cable Acquisition, LLC
Term Loan B, 5.25%, 08/26/16 |
|
|
3,074,834 |
|
|
|
3,086,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,051,325 |
|
|
|
|
|
|
|
|
|
|
| MEDIA: DIVERSIFIED & PRODUCTION - 1.1% |
|
| Technicolor S.A. (France)
Term A2 Facility, 7.00%, 05/26/16 (c) |
|
|
921,741 |
|
|
|
904,951 |
|
| Term B2 Facility, 8.00%, 05/26/17 (c) |
|
|
2,462,101 |
|
|
|
2,417,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,322,205 |
|
|
|
|
|
|
|
|
|
|
| METALS & MINING - 0.4% |
|
| Summit Materials, LLC
Term Loan, 6.00%, 01/30/19 |
|
|
1,068,630 |
|
|
|
1,077,756 |
|
|
|
|
|
|
|
|
|
|
| RETAIL - 13.2% |
|
| 99 Cents Only Stores
Tranche B-1 Term Loan, 5.25%, 01/11/19 |
|
|
3,880,500 |
|
|
|
3,927,396 |
|
| Bass Pro Group, LLC
Term Loan, 5.25%, 06/13/17 |
|
|
4,173,531 |
|
|
|
4,230,395 |
|
| Burlington Coat Factory Warehouse Corp.
Term B-1 Loan, 5.50%, 02/23/17. |
|
|
7,995,159 |
|
|
|
8,096,338 |
|
| Gymboree Corp. (The)
Term Loan 2011, 5.00%, 02/23/18 |
|
|
3,758,875 |
|
|
|
3,674,300 |
|
| HMK Intermediate Holdings LLC
Term Loan, 7.25%, 03/30/19 (b) |
|
|
1,144,250 |
|
|
|
1,148,541 |
|
| J. Crew Group, Inc.
Term Loan, 4.75%, 03/07/18 |
|
|
4,937,500 |
|
|
|
4,933,970 |
|
| Jo-Ann Stores, Inc.
Term Loan, 4.75%, 03/16/18 |
|
|
2,278,863 |
|
|
|
2,288,548 |
|
| Oriental Trading Co., Inc.
Term Loan, 7.00%, 02/11/17 |
|
|
4,172,537 |
|
|
|
4,189,499 |
|
| Savers, Inc.
Term Loan B, 6.25%, 07/09/19 |
|
|
3,550,103 |
|
|
|
3,587,272 |
|
| Yankee Candle Co., Inc. (The)
Initial Term Loan, 5.25%, 04/02/19 |
|
|
2,606,900 |
|
|
|
2,635,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,712,161 |
|
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS - 13.0% |
|
| BakerCorp International, Inc.
Term Loan, 5.00%, 06/01/18 |
|
|
2,376,000 |
|
|
|
2,386,609 |
|
| Brock Holdings III, Inc.
First Lien Term Loan, 6.01%, 03/16/17 |
|
|
2,150,074 |
|
|
|
2,161,501 |
|
| Second Lien Initial Term Loan, 10.00%, 03/16/18 (b) |
|
|
6,250,000 |
|
|
|
6,312,500 |
|
| Endurance Business Media, Inc.
Term Loan, 7.75%, 04/20/18 |
|
|
3,513,527 |
|
|
|
3,534,749 |
|
|
|
|
| See accompanying Notes to Schedule of Investments. |
|
3 |
Apollo Senior Floating Rate Fund Inc.
Schedule of Investments (continued)
September 30, 2012 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| Senior Loans (a) (continued) |
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS (continued) |
|
| Global Cash Access, Inc.
Term Loan, 7.00%, 03/01/16 |
|
|
1,807,143 |
|
|
|
1,819,946 |
|
| HD Supply, Inc.
Term Loan B, 7.25%, 10/12/17 |
|
|
2,819,000 |
|
|
|
2,916,960 |
|
| Infogroup, Inc.
Term B Loan, 5.75%, 05/26/18 (b) |
|
|
1,835,095 |
|
|
|
1,651,585 |
|
| MedAssets, Inc.
Term Loan, 5.25%, 11/16/16 |
|
|
1,721,828 |
|
|
|
1,735,603 |
|
| Sabre, Inc.
Incremental Term Loan, 7.25%, 12/29/17 |
|
|
2,824,000 |
|
|
|
2,850,475 |
|
| SMG
First Lien Term Loan, 5.50%,
06/07/18 |
|
|
1,556,000 |
|
|
|
1,562,481 |
|
| Second Lien Term Loan,
10.75%, 12/07/18 (b) |
|
|
1,000,000 |
|
|
|
1,010,000 |
|
| SS&C Technologies Holdings
Europe S.A.R.L.
Funded Term B-1 Loan, 5.00%, 06/07/19 |
|
|
3,430,776 |
|
|
|
3,470,093 |
|
| Funded Term B-2 Loan, 5.00%,
06/07/19 |
|
|
354,908 |
|
|
|
358,975 |
|
| Travelport LLC
Term Loan, 11.00%, 11/22/15 |
|
|
1,486,000 |
|
|
|
1,518,320 |
|
| U.S. Foods, Inc.
(aka U.S. Foodservice, Inc.)
Term Loan (2011), 5.75%, 03/31/17 |
|
|
4,925,000 |
|
|
|
4,876,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,166,409 |
|
|
|
|
|
|
|
|
|
|
| SERVICES: CONSUMER - 2.0% |
|
| Barbri, Inc. (Gemini Holdings, Inc.)
Term Loan, 6.00%, 06/19/17 |
|
|
3,485,000 |
|
|
|
3,493,712 |
|
| Landry’s, Inc.
Term Loan B, 6.50%, 04/24/18 |
|
|
2,269,595 |
|
|
|
2,308,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,802,083 |
|
|
|
|
|
|
|
|
|
|
| TELECOMMUNICATIONS - 11.5% |
|
| Avaya, Inc.
Term B-3 Loan, 4.93%, 10/26/17. |
|
|
8,252,069 |
|
|
|
7,555,264 |
|
| Global Tel*Link Corp.
Replacement Term Loan, 6.00%,
12/14/17 |
|
|
3,703,937 |
|
|
|
3,719,679 |
|
| Integra Telecom Holdings, Inc.
Term Loan, 9.25%, 04/15/15 |
|
|
1,974,747 |
|
|
|
1,972,279 |
|
| Level 3 Financing, Inc.
Tranche B 2016 Term Loan, 4.75%,
02/01/16 |
|
|
2,151,000 |
|
|
|
2,174,532 |
|
| Tranche B III Term Loan, 5.75%,
09/01/18 |
|
|
1,353,174 |
|
|
|
1,356,834 |
|
| Securus Technologies Holdings, Inc.
First Lien Tranche 1 Term Loan, 6.50%,
05/31/17 |
|
|
1,994,949 |
|
|
|
1,994,959 |
|
| First Lien Tranche 2 Term Loan,
6.50%, 05/31/17 |
|
|
1,769,110 |
|
|
|
1,766,899 |
|
| Sidera Networks, Inc.
Term Loan, 6.00%, 08/26/16 |
|
|
4,925,000 |
|
|
|
4,900,375 |
|
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| TELECOMMUNICATIONS (continued) |
|
| U.S. TelePacific Corp.
Term Loan, 5.75%, 02/23/17 |
|
|
4,932,732 |
|
|
|
4,846,409 |
|
| Zayo Group, LLC (Zayo Capital, Inc.)
Term Loan, 7.13%, 07/02/19 |
|
|
3,228,908 |
|
|
|
3,266,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,553,819 |
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CARGO - 1.3% |
|
| YRCW Receivables LLC
Term B Loan, 11.25%,
09/30/14 |
|
|
3,712,500 |
|
|
|
3,677,714 |
|
|
|
|
|
|
|
|
|
|
| TRANSPORTATION: CONSUMER - 0.4% |
|
| AWAS Finance (Luxembourg)
Term Loan B, 5.75%,
07/16/18 (c) |
|
|
1,179,000 |
|
|
|
1,187,842 |
|
|
|
|
|
|
|
|
|
|
| UTILITIES: ELECTRIC - 1.9% |
|
| GenOn Energy, Inc.
Term Loan, 6.00%, 12/04/17 |
|
|
4,410,744 |
|
|
|
4,453,021 |
|
| Panda Sherman Power, LLC
Construction Term Loan
Advances, 9.00%, 02/01/15 |
|
|
1,200,000 |
|
|
|
1,206,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,659,021 |
|
|
|
|
|
|
|
|
|
|
| Total Senior Loans
(Cost $374,578,258) |
|
|
|
|
|
|
376,524,309 |
|
|
|
|
|
|
|
|
|
|
| Corporate Notes and Bonds - 17.5% |
|
|
| HEALTHCARE & PHARMACEUTICALS - 2.1% |
|
| Catalent Pharma Solutions, Inc.
7.88%, 10/15/18 (e) |
|
|
3,000,000 |
|
|
|
3,052,500 |
|
| Rural/Metro Operating Co. LLC
10.13%, 07/15/19 (e) |
|
|
3,000,000 |
|
|
|
3,007,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,060,000 |
|
|
|
|
|
|
|
|
|
|
| HOTEL, GAMING & LEISURE - 2.3% |
|
| Diamond Resorts Corp.
12.00%, 08/15/18 |
|
|
2,600,000 |
|
|
|
2,814,500 |
|
| Palace Entertainment Holdings,
LLC / Palace Entertainment
Holdings Corp.
8.88%, 04/15/17 (e) |
|
|
3,750,000 |
|
|
|
3,984,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,798,875 |
|
|
|
|
|
|
|
|
|
|
| MEDIA: ADVERTISING, PRINTING & PUBLISHING - 2.5% |
|
| Cengage Learning Acquisitions, Inc.
(Thomson Learning)
12.00%, 06/30/19 (e) |
|
|
4,805,000 |
|
|
|
4,468,650 |
|
| Reader’s Digest Association, Inc.
(The)
9.50%, 02/15/17 (f) |
|
|
5,021,000 |
|
|
|
2,861,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,330,620 |
|
|
|
|
|
|
|
|
|
|
| MEDIA: BROADCASTING & SUBSCRIPTION - 1.4% |
|
| Clear Channel Communications, Inc.
9.00%, 03/01/21 |
|
|
2,500,000 |
|
|
|
2,237,500 |
|
| Nara Cable Funding, Ltd. (Ireland)
8.88%, 12/01/18 (c) (e) |
|
|
1,973,000 |
|
|
|
1,780,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,018,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4 |
|
See accompanying Notes to Schedule of Investments. |
Apollo Senior Floating Rate Fund Inc.
Schedule of Investments (continued)
September 30, 2012 (unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Principal
Amount ($) |
|
|
Value ($) |
|
| Corporate Notes and Bonds (continued) |
|
|
| METALS & MINING - 0.6% |
|
| Global Brass and Copper, Inc.
9.50%, 06/01/19 (e) |
|
|
1,714,000 |
|
|
|
1,868,260 |
|
|
|
|
|
|
|
|
|
|
|
| SERVICES: BUSINESS - 6.3% |
|
| First Data Corp.
12.63%, 01/15/21 |
|
|
10,000,000 |
|
|
|
10,412,500 |
|
| Travelport, LLC
9.88%, 09/01/14 |
|
|
10,000,000 |
|
|
|
8,050,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,462,500 |
|
|
|
|
|
|
|
|
|
|
| UTILITIES: ELECTRIC - 2.3% |
|
| Texas Competitive Electric Holdings Co., LLC (TCEH Finance, Inc.) 11.50%, 10/01/20 (e) |
|
|
8,500,000 |
|
|
|
6,693,750 |
|
|
|
|
|
|
|
|
|
|
| Total Corporate Notes and Bonds
(Cost $57,552,374) |
|
|
|
|
|
|
51,232,137 |
|
|
|
|
|
|
|
|
|
|
| Total Investments - 146.2%
(Cost of $432,130,632) (g) |
|
|
|
|
|
|
427,756,446 |
|
| Other Assets & Liabilities,
Net - 6.2% |
|
|
|
|
|
|
18,191,552 |
|
| Loan Outstanding - (41.9)% |
|
|
|
|
|
|
(122,704,615 |
) |
| Series A Preferred
Shares - (10.5)% |
|
|
|
|
|
|
(30,680,000 |
) |
|
|
|
|
|
|
|
|
|
| Net Assets (Applicable to Common Shares) - 100.0% |
|
|
|
|
|
|
292,563,383 |
|
|
|
|
|
|
|
|
|
|
| (a) |
“Senior Loans” are senior, secured loans made to companies whose debt is rated below investment grade and investments with similar characteristics. Senior Loans
generally hold a first lien interest and typically pay interest at rates which are periodically determined by reference to a floating base lending rate plus a spread. Unless otherwise identified, all Senior Loans carry a variable rate of interest.
These base lending rates are generally (i) the lending rate offered by one or more European banks such as the London Interbank Offered Rate, (ii) the prime rate offered by one or more major United States banks and/or (iii) the
certificate of deposit rate used by commercial lenders. The rate shown represents the weighted average rate at September 30, 2012. Senior Loans are generally not registered under the Securities Act of 1933 (the “1933 Act”) and often
contain 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 shown. |
| (b) |
Fair Value Level 3 security. All remaining securities are denoted as Level 2. |
| (c) |
Foreign issuer traded in U.S. dollars. |
| (d) |
All or a portion of this position has not settled. Full contract rates do not take effect until settlement date. |
| (e) |
Securities exempt from registration under Rule 144A under the 1933 Act. These securities may only be resold in transactions exempt from registration to qualified institutional
buyers. At September 30, 2012, these securities amounted to $24,855,667 or 8.5% of net assets. |
| (f) |
Floating rate asset. The interest rate shown reflects the rate in effect at September 30, 2012. |
| (g) |
Cost for U.S. federal income tax purposes is $432,088,079. Unrealized appreciation and depreciation on investments are as follows: |
|
|
|
|
|
|
|
|
|
| Gross unrealized appreciation |
|
$ |
5,465,211 |
|
|
|
|
|
| Gross unrealized depreciation |
|
|
(9,796,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net unrealized depreciation |
|
$ |
(4,331,633 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| See accompanying Notes to Schedule of Investments. |
|
5 |
Apollo Senior Floating Rate Fund Inc.
Notes to Schedule of Investments
As of September 30, 2012 (unaudited)
Security Valuation
Apollo Senior Floating Rate Fund Inc. (the “Fund”) values its investments primarily using the mean between the bid and ask prices determined by a nationally recognized security pricing service. Securities
and assets for which market quotations are not readily available or for which the valuations provided by the primary pricing sources are believed to be unreliable are valued at fair value 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. Market quotations may be deemed not to represent fair value in certain circumstances where Apollo Credit Management, LLC, the investment adviser, reasonably believes that facts and circumstances applicable to an
issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include situations in which material events are announced after the
close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale, or in the event of a “fire sale” by a distressed seller.
Bank loans are priced based on valuations provided by an approved independent, third-party pricing agent or broker, if available. If a price is not
available from an independent, third-party pricing agent or broker, or if the price provided by the independent third-party pricing agent or broker is believed to be unreliable, the security will be fair valued pursuant to procedures adopted by the
Board. These procedures can, but are not obligated to, 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, (iv) whether any dealer quotations for the security are available and considered reliable and (v) 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 instruments in active markets to which the Fund has access at the date of measurement;
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments 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 third party services, and the existence of contemporaneous, observable
trades in the market.
Apollo Senior Floating Rate Fund Inc.
Notes to Schedule of Investments (continued)
As of September 30, 2012 (unaudited)
The valuation techniques used by the Fund to measure fair value at September 30, 2012
maximized the use of observable inputs and minimized the use of unobservable inputs. All investments at September 30, 2012 were valued using prices provided by an approved third party pricing service and/or broker quotes. The inputs or
methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period. A summary of the levels of
the Fund’s investment securities as of September 30, 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities: |
|
Total
Value
at
September 30,
2012 |
|
|
Level
1
Quoted
Price |
|
|
Level
2
Significant
Observable
Inputs |
|
|
Level
3
Significant
Unobservable
Inputs |
|
| Senior Loans |
|
$ |
376,524,309 |
|
|
$ |
— |
|
|
$ |
337,567,696 |
|
|
$ |
38,956,613 |
|
| Corporate Notes and Bonds |
|
|
51,232,137 |
|
|
|
— |
|
|
|
51,232,137 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Investments |
|
$ |
427,756,446 |
|
|
$ |
— |
|
|
$ |
388,799,833 |
|
|
$ |
38,956,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund did not have any liabilities that were measured at fair value at September 30, 2012. The following is
a reconciliation of Level 3 holdings for which significant unobservable inputs were used in determining fair value as of September 30, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Fair Value |
|
|
US Senior Loans |
|
|
Corporate Notes
&
Bonds |
|
| Fair Value, beginning of period |
|
$ |
43,639,117 |
|
|
$ |
40,796,617 |
|
|
$ |
2,842,500 |
|
| Purchases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Sales |
|
|
(18,463,401 |
) |
|
|
(18,463,401 |
) |
|
|
— |
|
| Accrued discounts/premiums |
|
|
35,036 |
|
|
|
35,036 |
|
|
|
— |
|
| Total net realized loss |
|
|
(25,027 |
) |
|
|
(25,027 |
) |
|
|
— |
|
| Total net unrealized gains |
|
|
541,733 |
|
|
|
376,733 |
|
|
|
165,000 |
|
| Transfers into Level 3 |
|
|
22,170,148 |
|
|
|
22,170,148 |
|
|
|
— |
|
| Transfers out of Level 3 |
|
|
(8,940,993 |
) |
|
|
(5,933,493 |
) |
|
|
(3,007,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair Value, end of period |
|
$ |
38,956,613 |
|
|
$ |
38,956,613 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments were transferred out of and into Level 3 and into/from Level 2 due to changes in the quantity and
quality of information obtained to support the fair value of each investment as assessed by Apollo Credit Management, LLC and its affiliates. Net change in unrealized gains (losses) attributable to Level 3 investments still held at
September 30, 2012 was $119,251.
For more information with regard to significant accounting policies, see the Fund’s most
recent semi-annual report filed with the Securities and Exchange Commission.
Item 2. Controls and Procedures.
| |
(a) |
|
The Fund’s principal executive and principal financial officers 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 their 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 Senior Floating Rate 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/ Jodi Sarsfield |
|
|
Jodi Sarsfield, Treasurer and Chief Financial Officer |
|
|
(principal financial officer) |