THL Credit, Inc. (NASDAQ: TCRD) (“THL Credit” or the “Company”), a
direct lender to middle market companies, today announced financial
results for its third fiscal quarter ended September 30,
2018. Additionally, THL Credit announced that its Board of
Directors has declared a fourth fiscal quarter 2018 dividend of
$0.27 per share payable on December 31, 2018, to stockholders of
record as of December 14, 2018.
“We continue to make progress with our efforts to reposition the
portfolio which we believe will help drive our performance.
To demonstrate its commitment to the BDC, earlier this year, our
Advisor purchased $10 million in TCRD stock under a Rule 10b5-1
plan,” said Chris Flynn, CEO of THL Credit. “Our Advisor has
announced that it intends to purchase up to another $10 million of
TCRD stock under a new 10b5-1 plan.”
Highlights
($ in millions, except per share amounts) |
|
Portfolio results |
As of September 30,
2018 |
|
Total assets |
$558.4 |
|
Investment portfolio, at fair value |
$532.8 |
|
Net assets |
$330.1 |
|
Net asset value per share |
$10.10 |
|
Weighted average yield on investments |
|
11.6% |
|
|
Quarter ended September 30, 2018 |
Quarter ended September 30, 2017 |
Portfolio activity |
|
Total portfolio investments
made, at par |
$20.4 |
$29.3 |
Total portfolio investments made, at cost |
$20.2 |
$28.7 |
Number of new
portfolio investments |
|
2 |
|
2 |
Number of portfolio investments at end of period |
|
44 |
|
45 |
Operating results |
|
|
Total investment income |
$16.1 |
$20.1 |
Net investment income |
$8.6 |
$11.2 |
Net increase in net assets from operations |
$4.7 |
$4.1 |
Net investment income per share |
$0.26 |
$0.34 |
Dividends declared per share |
$0.27 |
$0.27 |
Portfolio and Investment
ActivityIn the third quarter, THL Credit closed on two new
investments totaling $12.4 million and an additional $8.0 million
in follow-on investments, including delayed draw and revolver
fundings.
Notable investments for the third quarter
included:
- $6.0 million first lien senior secured term loan and $0.6
million revolver in Gener8, LLC, a provider of complex product
design and high mix, low volume manufacturing services;
- $5.1 million first lien senior secured term loan and $0.7
million common equity investment in Urology Management Associates,
LLC, a urology group based in New Jersey; and
- $4.0 million equity contribution to THL Credit Logan JV LLC
(“Logan JV”)
Notable realizations for the quarter
included:
- Partial prepayment of a senior secured term loan in Alex Toys,
LLC at par, which resulted in proceeds of $15.0 million;
- Prepayment of a senior secured term loan and delayed draw term
loan in Benesys Inc. at par, which resulted in proceeds of $11.1
million;
- Prepayment of a senior secured term loan in Dodge Data &
Analytics LLC at par, which resulted in proceeds of $10.2 million;
and
- Prepayment of a second lien term loan in Gold, Inc. at par,
which resulted in proceeds of $5.2 million.
As of September 30, 2018, these transactions,
coupled with changes in net unrealized depreciation on the
portfolio during the quarter, bring the total fair value of THL
Credit’s investment portfolio to $532.8 million across 44 portfolio
investments. THL Credit’s investment portfolio at fair value was
allocated 64 percent in first lien senior secured debt (including
unitranche investments), 16 percent in the Logan JV, 5 percent in
second lien debt, 1 percent in subordinated debt, 3 percent in
other income-producing securities and 11 percent in equity
securities and warrants. The weighted average yield on debt and
Logan JV investments made in the third quarter of 2018 was 9.5
percent. As of September 30, 2018, the weighted average yield of
the debt and income-producing securities, including the Logan JV
and reflecting the impact of investments on non-accrual, in the
investment portfolio at their current cost basis was 11.6 percent.
As of September 30, 2018, THL Credit had loans on non-accrual
status with an aggregate amortized cost of $14.4 million and fair
value of $7.8 million, or 2.7 percent and 1.5 percent of the
portfolio’s amortized cost and fair value, respectively. As of
September 30, 2018, 96 percent of THL Credit’s debt investments
bore interest based on floating rates, which may be subject to
interest rate floors, such as London Interbank offer rate, or
LIBOR, or Canadian Dollar offer rate, or CDOR, and 4 percent of its
debt investments bore interest at fixed rates.
This compares to the portfolio as of December
31, 2017, which had a fair value of $608.7 million across 47
portfolio investments allocated 67 percent in first lien senior
secured debt (including unitranche investments), 11 percent in the
Logan JV, 5 percent in second lien debt, 3 percent in subordinated
debt, 2 percent in other income-producing securities and 12 percent
in equity securities and warrants. The weighted average yield of
the debt and other income-producing securities in the investment
portfolio, including the Logan JV, at their cost basis was 10.7
percent. As of December 31, 2017, THL Credit had loans on
non-accrual status with an aggregate amortized cost of $56.3
million and fair value of $21.0 million, or 8.8 percent and 3.4
percent of the portfolio’s amortized cost and fair value,
respectively. As of December 31, 2017, 93 percent of its debt
investments bore interest based on floating rates, which may be
subject to interest rate floors, such as LIBOR, and 7 percent of
its debt investments bore interest at fixed rates.
RESULTS OF OPERATIONS
Investment income Total
investment income for the three months ended September 30, 2018 and
2017 was $16.1 million and $20.1 million, respectively, and
consisted of $11.7 million and $14.5 million of interest income on
debt securities (which included PIK interest of $0.9 million and
$0.4 million), $3.3 million and $3.7 million of dividend income,
$0.6 million and $1.1 million of interest income on other
income-producing securities, and $0.5 million and $0.8 million of
other income, including fees from THL Credit’s managed vehicles,
respectively.
The decrease in investment income between periods was primarily
due to the contraction in the overall investment portfolio since
September 30, 2017, which led to lower interest income, lower
dividend income from certain equity investments and lower other
income related to one-time amendment and structuring fees.
Expenses Expenses for the three
months ended September 30, 2018 and 2017 were $7.5 million and $9.0
million, respectively. For the three months ended September
30, 2018 and 2017, base management fees were $2.2 million and $2.6
million, incentive fees were $0.0 million, including the impact of
a $1.7 million waiver, and $0.0 million, including the impact of a
$0.8 million waiver, administrator and other expenses were $1.5
million and $2.2 million and fees and expenses related to THL
Credit’s borrowings were $3.8 million and $4.4 million,
respectively. In addition, for the three months ended September 30,
2018 and 2017, THL Credit recorded an income tax provision
(benefit) related to its consolidated blocker corporations, excise
and other taxes of $0.0 million and ($0.2) million,
respectively.
The decrease in operating expenses was due
primarily to lower interest and fees on THL Credit’s revolving
credit facility due to a reduction in borrowings outstanding, lower
administration expenses and lower base management fees as a result
of portfolio contraction.
Net investment incomeNet
investment income totaled $8.6 million and $11.2 million for the
three months ended September 30, 2018 and 2017, or $0.26 and $0.34
per share based upon 32,673,590 and 32,721,686 weighted average
common shares outstanding, respectively.
The decrease in net investment income between
the three month periods is primarily attributable to a decrease in
interest income on debt and other income-producing investments due
to portfolio contraction offset by lower borrowing costs and base
management fees.
Net realized gains and losses on
investments, net of income tax provisionFor the three
months ended September 30, 2018, THL Credit recognized a net
realized loss on portfolio investments of $0.3 million, primarily
related to a change in estimated recovery proceeds for an escrow
receivable. For the three months ended September 30, 2017, THL
Credit recognized a net realized loss of $11.3 million primarily
from the $11.9 million loss on the sale of its senior secured term
loan in CRS Reprocessing, LLC, which was partially offset by the
gain on the realization of its equity holdings in Food Processing
Holdings, LLC.
Net change in unrealized appreciation
(depreciation) on investmentsFor the three months ended
September 30, 2018 and 2017, THL Credit’s investment portfolio had
a net change in unrealized appreciation of ($3.2) million and $4.8
million, respectively.
The net change in unrealized appreciation on our
investments was primarily the result of the reversal of prior
period net unrealized depreciation related to certain restructured
and exited investments noted above and the performance of certain
portfolio investments, including certain control investments.
Benefit for taxes on unrealized gain on
investmentsFor the three months ended September 30, 2018
and 2017, THL Credit recognized an income tax (provision) benefit
for taxes on unrealized gains (losses) of ($0.2) million and $0.4
million related to consolidated subsidiaries, respectively.
The change in provision for tax on unrealized
gains on investments relates primarily to changes to the unrealized
appreciation (depreciation) of the investments held in these
taxable consolidated subsidiaries, other temporary differences and
change in prior year estimates received from certain portfolio
companies.
Change in net assets resulting from
operationsChange in net assets resulting from operations
totaled $4.7 million and $4.1 million, or $0.14 and $0.13 per share
based upon 32,673,590 and 32,721,686 weighted average common shares
outstanding, for the three months ended September 30, 2018 and
2017, respectively.
The increase in net assets resulting from
operations for the respective periods is due primarily to lower net
realized and unrealized gains and losses in the portfolio offset by
lower interest income on debt and income-producing securities.
FINANCIAL CONDITION, INCLUDING LIQUIDITY
AND CAPITAL RESOURCES
As of September 30, 2018, THL Credit had cash of
$6.6 million.
As of September 30, 2018, THL Credit had $223.0
million in outstanding borrowings, which was comprised of $113.0
million outstanding on the revolving credit facility and $110.0
million of notes payable outstanding. As of September 30, 2018,
borrowings outstanding had a weighted average interest rate of 5.69
percent. For the nine months ended September 30, 2018, THL Credit
borrowed $69.5 million and repaid $123.1 million under the
revolving credit facility.
For the nine months ended September 30, 2018,
THL Credit’s operating activities provided cash of $83.1 million
primarily in connection with the repayment and sales of
investments. Financing activities included $53.6 million used for
net repayments on its credit facility, $26.5 million for
distributions to stockholders and $0.2 million for the payment of
financing costs.
For the nine months ended September 30, 2017,
THL Credit’s operating activities provided cash of $23.3 million
primarily in connection with the repayment and sales of
investments. Its financing activities included $3.1 million
provided by net borrowings on its credit facility, $26.6 million
for distributions to stockholders, $2.5 million to repurchase
common stock and $0.1 million for the payment of financing
costs.
RECENT DEVELOPMENTS
From October 1, 2018 through November 7, 2018, THL Credit made
new investments totaling $15.2 million and follow-on investments of
$8.6 million at a combined weighted average yield based upon cost
at the time of the investment of 10.9%.
On October 5, 2018, THL Credit completed a public offering of
$50.0 million in aggregate principal amount of 6.125% notes due
2023 (“2023 Notes”). The 2023 Notes mature on October 30, 2023, and
may be redeemed in whole or in part at any time or from time to
time at our option on or after October 30, 2021. The 2023 Notes
bear interest at a rate of 6.125% per year payable quarterly on
March 30, June 30, September 30 and December 30, of each year,
beginning December 30, 2018 and trade on the New York Stock
Exchange under the trading symbol “TCRW”. On October 16, 2018, the
underwriters exercised their option to purchase an additional $1.6
million to cover overallotments. On November 5, 2018, the proceeds
from this public offering were used to redeem the 2021 Notes and
partially repay the revolving credit facility. As a result of this
redemption, THL Credit will recognize approximately $0.9 million of
one-time costs from the accelerated amortization of deferred
financing costs related to the 2021 Notes during the three months
ended December 31, 2018.
On October 26, 2018, THL Credit fully exited its debt and
controlling equity investment in Tri Starr Management Services,
Inc. Cash proceeds received and escrow were in-line with the
September 30, 2018 fair value.
On November 6, 2018, THL Credit’s board of directors declared a
dividend of $0.27 per share payable on December 31, 2018 to
stockholders of record at the close of business on December 14,
2018.
CONFERENCE CALL
THL Credit will host a conference call to
discuss these results and its business outlook on November 8, 2018,
at 10:00 a.m. Eastern Time.
For those wishing to participate by telephone,
please dial (877) 375-9141 (domestic) or (253) 237-1151
(international). Use passcode 3364419. The Company will
also broadcast the conference call live via the Investor Relations
section of its website at www.THLCreditBDC.com. Starting
approximately two hours after the conclusion of the call, a replay
will be available through November 15, 2018, by dialing (855)
859-2056 (domestic) or (404) 537-3406 (international) and entering
passcode 3364419. The replay will also be available on the THL
Credit’s website.
AVAILABLE INFORMATIONTHL
Credit’s filings with the Securities and Exchange Commission, press
releases, earnings releases, investor presentation and other
financial information are available on its website at
www.THLCreditBDC.com.
THL CREDIT, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF ASSETS AND
LIABILITIES(in thousands, except per share
data)
|
September 30, 2018 |
|
December 31, 2017 |
Assets: |
|
|
|
Investments at fair
value: |
|
|
|
Non-controlled,
non-affiliated investments (cost of $331,242 and $484,816,
respectively) |
$ |
322,339 |
|
|
$ |
449,951 |
|
Controlled investments (cost of $185,266 and $155,547,
respectively) |
|
185,052 |
|
|
|
158,736 |
|
Non-controlled, affiliated investments (cost of $24,817 and $4,
respectively) |
|
25,439 |
|
|
|
4 |
|
Cash |
|
6,559 |
|
|
|
3,617 |
|
Escrow receivable |
|
6,295 |
|
|
|
— |
|
Interest, dividends,
and fees receivable |
|
7,006 |
|
|
|
7,835 |
|
Deferred financing
costs |
|
2,460 |
|
|
|
2,890 |
|
Deferred tax
assets |
|
2,056 |
|
|
|
2,661 |
|
Prepaid expenses and
other assets |
|
790 |
|
|
|
1,583 |
|
Due from related
parties |
|
378 |
|
|
|
407 |
|
Total assets |
$ |
558,374 |
|
|
$ |
627,684 |
|
Liabilities: |
|
|
|
Loans payable |
$ |
112,961 |
|
|
$ |
167,317 |
|
Notes payable ($110,000
and $110,000 face amounts, respectively, reported net of deferred
financing costs of $2,485 and $2,985, respectively) |
|
107,515 |
|
|
|
107,015 |
|
Accrued expenses and
other payables |
|
2,261 |
|
|
|
2,829 |
|
Base management fees
payable |
|
2,240 |
|
|
|
2,556 |
|
Deferred tax
liability |
|
2,035 |
|
|
|
2,336 |
|
Accrued incentive
fees |
|
856 |
|
|
|
972 |
|
Accrued interest and
fees |
|
375 |
|
|
|
551 |
|
Other deferred
liabilities |
|
38 |
|
|
|
79 |
|
Total liabilities |
|
228,281 |
|
|
|
283,655 |
|
|
|
|
|
Net
Assets: |
|
|
|
Common stock, par value
$.001 per share, 100,000 common shares authorized, 32,674 and
32,674 shares issued and outstanding at September 30, 2018 and
December 31, 2017, respectively |
|
33 |
|
|
|
33 |
|
Paid-in capital in
excess of par |
|
433,992 |
|
|
|
434,197 |
|
Net unrealized
depreciation on investments, net of provision for taxes of $1,857
and $1,511, respectively |
|
(10,188 |
) |
|
|
(34,660 |
) |
Accumulated net
realized losses |
|
(103,057 |
) |
|
|
(67,393 |
) |
Accumulated
undistributed net investment income |
|
9,313 |
|
|
|
11,150 |
|
Total net
assets attributable to THL Credit, Inc. |
|
330,093 |
|
|
|
343,327 |
|
Net assets attributable
to non-controlling interest |
|
— |
|
|
|
702 |
|
Total net
assets |
$ |
330,093 |
|
|
$ |
344,029 |
|
Total liabilities and
net assets |
$ |
558,374 |
|
|
$ |
627,684 |
|
Net asset value per
share attributable to THL Credit, Inc. |
$ |
10.10 |
|
|
$ |
10.51 |
|
THL CREDIT, INC. AND
SUBSIDIARIESCONSOLIDATED STATEMENTS OF
OPERATIONS (in thousands, except per share
data)
|
|
For the three months ended September
30, |
|
For the nine months ended September
30, |
|
|
|
2018 |
|
|
|
2017 |
|
|
|
2018 |
|
|
|
2017 |
|
Investment
Income: |
|
|
|
|
|
|
|
|
From non-controlled,
non-affiliated investments: |
|
|
|
|
|
|
|
|
Interest
income |
|
$ |
10,034 |
|
|
$ |
13,510 |
|
|
$ |
35,019 |
|
|
$ |
41,245 |
|
Dividend
income |
|
|
— |
|
|
|
— |
|
|
|
17 |
|
|
|
139 |
|
Other
income |
|
|
165 |
|
|
|
418 |
|
|
|
716 |
|
|
|
1,913 |
|
From non-controlled,
affiliated investments: |
|
|
|
|
|
|
|
|
Interest
income |
|
|
835 |
|
|
|
— |
|
|
|
1,444 |
|
|
|
— |
|
Other
income |
|
|
248 |
|
|
|
279 |
|
|
|
791 |
|
|
|
820 |
|
From controlled
investments: |
|
|
|
|
|
|
|
|
Interest
income |
|
|
1,358 |
|
|
|
2,080 |
|
|
|
4,125 |
|
|
|
5,727 |
|
Dividend
income |
|
|
3,334 |
|
|
|
3,683 |
|
|
|
8,774 |
|
|
|
9,924 |
|
Other
income |
|
|
104 |
|
|
|
141 |
|
|
|
236 |
|
|
|
423 |
|
Total
investment income |
|
|
16,078 |
|
|
|
20,111 |
|
|
|
51,122 |
|
|
|
60,191 |
|
Expenses: |
|
|
|
|
|
|
|
|
Interest
and fees on borrowings |
|
|
3,470 |
|
|
|
4,023 |
|
|
|
10,827 |
|
|
|
11,836 |
|
Base
management fees |
|
|
2,240 |
|
|
|
2,621 |
|
|
|
6,893 |
|
|
|
7,834 |
|
Incentive
fees |
|
|
1,658 |
|
|
|
811 |
|
|
|
1,649 |
|
|
|
3,276 |
|
Administrator expenses |
|
|
512 |
|
|
|
670 |
|
|
|
1,640 |
|
|
|
2,207 |
|
Other
general and administrative expenses |
|
|
379 |
|
|
|
462 |
|
|
|
1,373 |
|
|
|
1,508 |
|
Amortization of deferred financing costs |
|
|
317 |
|
|
|
409 |
|
|
|
937 |
|
|
|
1,214 |
|
Professional fees |
|
|
413 |
|
|
|
818 |
|
|
|
1,124 |
|
|
|
1,522 |
|
Directors' fees |
|
|
169 |
|
|
|
169 |
|
|
|
566 |
|
|
|
518 |
|
Total
expenses |
|
|
9,158 |
|
|
|
9,983 |
|
|
|
25,009 |
|
|
|
29,915 |
|
Incentive
fee waiver |
|
|
(1,658 |
) |
|
|
(811 |
) |
|
|
(1,658 |
) |
|
|
(811 |
) |
Total
expenses, net of incentive fee waivers |
|
|
7,500 |
|
|
|
9,172 |
|
|
|
23,351 |
|
|
|
29,104 |
|
Income
tax provision (benefit), excise and other taxes |
|
|
5 |
|
|
|
(215 |
) |
|
|
272 |
|
|
|
90 |
|
Net investment
income |
|
|
8,573 |
|
|
|
11,154 |
|
|
|
27,499 |
|
|
|
30,997 |
|
Realized Gain (Loss) and Change in Unrealized Appreciation
(Depreciation) on Investments: |
|
|
|
|
|
|
Net realized (loss)
gain on investments: |
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
(184 |
) |
|
|
(11,324 |
) |
|
|
(38,777 |
) |
|
|
(22,276 |
) |
Controlled investments |
|
|
(102 |
) |
|
|
— |
|
|
|
241 |
|
|
|
— |
|
Foreign
currency transactions |
|
|
2 |
|
|
|
6 |
|
|
|
(202 |
) |
|
|
(68 |
) |
Net realized loss on
investments |
|
|
(284 |
) |
|
|
(11,318 |
) |
|
|
(38,738 |
) |
|
|
(22,344 |
) |
Net change in
unrealized (depreciation) appreciation on investments: |
|
|
|
|
|
|
|
|
Non-controlled, non-affiliated investments |
|
|
(244 |
) |
|
|
10,421 |
|
|
|
26,669 |
|
|
|
5,215 |
|
Non-controlled, affiliated investments |
|
|
(2,478 |
) |
|
|
— |
|
|
|
619 |
|
|
|
— |
|
Controlled investments |
|
|
(359 |
) |
|
|
(5,795 |
) |
|
|
(3,403 |
) |
|
|
(3,533 |
) |
Translation of assets and liabilities in foreign currencies |
|
|
(261 |
) |
|
|
(869 |
) |
|
|
933 |
|
|
|
(1,389 |
) |
Net change in
unrealized (depreciation) appreciation on investments |
|
|
(3,342 |
) |
|
|
3,757 |
|
|
|
24,818 |
|
|
|
293 |
|
Net change in
unrealized (depreciation) appreciation attributable to
non-controlling interests |
|
|
(102 |
) |
|
|
162 |
|
|
|
(703 |
) |
|
|
276 |
|
Net realized and
unrealized loss from investments |
|
|
(3,728 |
) |
|
|
(7,399 |
) |
|
|
(14,623 |
) |
|
|
(21,775 |
) |
Provision for taxes on
realized gain on investments |
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
(842 |
) |
(Provision) benefit for
taxes on unrealized gain on investments |
|
|
(192 |
) |
|
|
365 |
|
|
|
(346 |
) |
|
|
2,261 |
|
(Provision) benefit for
taxes on realized and unrealized gain on investments |
|
|
(192 |
) |
|
|
358 |
|
|
|
(346 |
) |
|
|
1,419 |
|
Net increase in net
assets resulting from operations |
|
$ |
4,653 |
|
|
$ |
4,113 |
|
|
$ |
12,530 |
|
|
$ |
10,641 |
|
Net investment income
per common share: |
|
|
|
|
|
|
|
|
Basic and
diluted |
|
$ |
0.26 |
|
|
$ |
0.34 |
|
|
$ |
0.84 |
|
|
$ |
0.94 |
|
Net increase in net
assets resulting from operations per common share: |
|
|
|
|
|
|
|
|
Basic and
diluted |
|
$ |
0.14 |
|
|
$ |
0.13 |
|
|
$ |
0.38 |
|
|
$ |
0.33 |
|
Dividends declared and
paid |
|
$ |
0.27 |
|
|
$ |
0.27 |
|
|
$ |
0.81 |
|
|
$ |
0.81 |
|
Weighted average shares
of common stock outstanding: |
|
|
|
|
|
|
|
|
Basic and
diluted |
|
|
32,674 |
|
|
|
32,722 |
|
|
|
32,674 |
|
|
|
32,839 |
|
About THL Credit, Inc.
THL Credit, Inc. (NASDAQ: TCRD) is a closed-end
investment company that has elected to be treated as a business
development company under the Investment Company Act of 1940. The
Company’s investment objective is to generate both current income
and capital appreciation, primarily through directly originated
first lien secured loans, including unitranche investments. In
certain instances, the Company also makes second lien,
subordinated, or mezzanine, debt investments, which may include an
associated equity component such as warrants, preferred stock or
similar securities and direct equity investments. The Company
targets investments primarily in middle market companies with
annual EBITDA generally between $5 million and $25 million that
require capital for growth and acquisitions. The Company is
headquartered in Boston, with additional offices in Chicago,
Dallas, Los Angeles and New York. The Company’s investment
activities are managed by THL Credit Advisors LLC, an investment
adviser registered under the Investment Advisers Act of 1940. For
more information, please visit www.THLCreditBDC.com.
Forward-Looking Statements
Statements made in this press release may
constitute forward-looking statements. Such statements reflect
various assumptions by the Company concerning anticipated results
and are not guarantees of future performance. The accuracy of such
statements involves known and unknown risks, uncertainties and
other factors that, in some ways, are beyond management’s control,
including the factors described from time to time in filings by the
Company with the Securities and Exchange Commission. The Company
undertakes no duty to update any forward-looking statements made
herein. All forward-looking statements speak only as of the date of
this press release.
Investor Contact:THL Credit, Inc. Lauren Vieira
617-790-6070lvieira@thlcredit.com
Media Contact:Stanton Public Relations and
Marketing, LLCDoug Allen646-502-3530dallen@stantonprm.com
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