Form NPORT-P Flat Rock Opportunity For: Sep 30
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NPORT-P false 0001732078 XXXXXXXX Flat Rock Opportunity Fund 811-23328 0001732078 5493005KW2SJEHL1XG95 1350 AVENUE OF THE AMERICAS NEW YORK 10019 2125963413 Flat Rock Opportunity Fund 5493005KW2SJEHL1XG95 2021-12-31 2021-09-30 N 189318784.52 43191323.41 146127461.11 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 41625000.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 USD N Eaton Vance Cdo Ltd 549300R0C8KS2AMEHL81 Eaton Vance CLO 2018-1, Ltd. 27831EAD9 3000000.00000000 PA USD 2001351.24000000 1.369592836827 Long ABS-O CORP KY N 3 N N N Oaktree Clo Ltd N/A Oaktree CLO 2019-4, Ltd. 67400JAC7 9000000.00000000 PA USD 7805700.00000000 5.341706439506 Long ABS-O CORP KY Y 3 N N N Lcm 32 Ltd 549300PWEMQKJMMXR454 LCM 32, Ltd. 50202BAC0 6000000.00000000 PA USD 4859497.32000000 3.325519572492 Long ABS-O CORP KY Y 3 N N N Ocp Clo Ltd 25490028U8Y2XMZWXO46 OCP CLO 2020-20, Ltd. 670864AC1 6000000.00000000 PA USD 5587320.00000000 3.823593428338 Long ABS-O CORP KY Y 3 N N N Allegro Clo Ltd 25490093RGALWPW3N486 Allegro CLO XIV, Ltd. 01750YAC9 9000000.00000000 PA USD 7290000.00000000 4.988795360313 Long ABS-O CORP KY Y 3 N N N Ares Clo Ltd N/A Ares LIX CLO, Ltd. 04018GAC0 8000000.00000000 PA USD 7908736.00000000 5.412217484601 Long ABS-O CORP KY Y 3 N N N Lcm Ltd Partnership 54930038DJKYPKSVRB29 LCM 34, Ltd. 50203DAE1 659110.00000000 PA USD 94054.00000000 0.064364356490 Long ABS-O CORP KY Y 3 N N N Barings Middle Market Clo Ltd. 549300NSFWDKJE15UK02 Barings Middle Market CLO Ltd 2021-I 06761EAC9 3240000.00000000 PA USD 3223801.22000000 2.206157005337 Long ABS-O CORP KY Y 3 N N N Kkr Financial Clo Ltd 5493000WWM0GGYYSIJ83 KKR CLO 29, Ltd. 48254KAE7 5500000.00000000 PA USD 5161057.00000000 3.531887135242 Long ABS-O CORP KY Y 3 N N N Dryden Senior Loan Fund N/A Dryden 92 CLO, Ltd. 26251HAC7 10000000.00000000 PA USD 8639828.58000000 5.912529044418 Long ABS-O CORP KY Y 3 N N N Tcp Whitney Clo Ltd 549300HQR4ENRKHLM113 TCP Whitney CLO, Ltd. 87240GAC5 11500000.00000000 PA USD 9770187.18000000 6.686071944167 Long ABS-O CORP KY N 3 N N N N/A N/A BSP CLO WAREHOUSE N/A 1828571.43000000 PA USD 1828571.43000000 1.251353726472 Long ABS-O CORP US N 3 N N N Kkr Financial Clo Ltd 5493000WWM0GGYYSIJ83 KKR CLO 29, Ltd. 48254KAC1 589812.00000000 PA USD 0.00000000 0.000000 Long ABS-CBDO CORP KY Y 3 2032-01-15 Floating 0.12613000 N N N N N N Ares Clo Ltd 549300FI9E5EZIMPA581 Ares XLIX CLO, Ltd. 04017KAD0 3600000.00000000 PA USD 2404653.74000000 1.645586477540 Long ABS-O CORP KY N 3 N N N Voya Clo Ltd N/A Voya CLO 2021-1, Ltd. 92918RAA6 6960000.00000000 PA USD 6090000.00000000 4.167594477957 Long ABS-O CORP KY Y 3 N N N N/A N/A SYMPHONY CLO WAREHOUSE N/A 2450000.25000000 PA USD 2450000.25000000 1.676618639227 Long ABS-O CORP US N 3 N N N Tcp Whitney Clo Ltd 549300HQR4ENRKHLM113 TCP Whitney CLO, Ltd. 87240GAK7 3575762.00000000 PA USD 3299609.48000000 2.258035180339 Long ABS-O CORP KY Y 3 N N N Symphony Clo Ltd 54930002F1MQXJG7J014 Symphony CLO XXVI, Ltd. 87271QAC5 4850000.00000000 PA USD 3034572.25000000 2.076661174394 Long ABS-O CORP KY Y 3 N N N Kkr Financial Clo Ltd 5493005MGEI63K1CMN61 KKR CLO 31, Ltd. 48254MAC7 6000000.00000000 PA USD 5704374.00000000 3.903697468408 Long ABS-O CORP KY Y 3 N N N Lcm Ltd Partnership 54930038DJKYPKSVRB29 LCM 34, Ltd. 50203EAA7 8696000.00000000 PA USD 6906431.21000000 4.726306169653 Long ABS-O CORP KY Y 3 N N N Marble Point Clo Xx Ltd N/A Marble Point CLO XX, Ltd. 56607LAA0 6000000.00000000 PA USD 5004834.00000000 3.424978414038 Long ABS-O CORP KY Y 3 N N N N/A N/A NORTHWOODS CLO WAREHOUSE N/A 3750000.00000000 PA USD 3750000.00000000 2.566252757363 Long ABS-O CORP US N 3 N N N Marble Point Clo Xviii Ltd N/A Marble Point CLO XVIII, Ltd. 566077AA1 5000000.00000000 PA USD 4932795.00000000 3.375679672068 Long ABS-O CORP KY Y 3 N N N N/A N/A REGATTTA XXII CLO WAREHOUSE N/A 3750000.00000000 PA USD 3750000.00000000 2.566252757363 Long ABS-O CORP US N 3 N N N Alm Loan Funding N/A ALM 2020, Ltd. 00166DAC5 8000000.00000000 PA USD 7378544.00000000 5.049389036086 Long ABS-O CORP KY Y 3 N N N N/A N/A Dryden 33 Senior Loan Fund N/A 5000000.00000000 PA USD 2900251.71000000 1.984741052755 Long ABS-O CORP US N 3 N N N Bain Capital Credit Clo, Limited N/A Bain Capital Credit CLO 2021-3, Ltd. 05683PAC1 8000000.00000000 PA USD 6747871.82000000 4.617798577175 Long ABS-O CORP KY Y 3 N N N Churchill Middle Market Clo Iv Ltd. 549300S76WZNPZ0H3Z60 Churchill Middle Market CLO IV, Ltd. 171510AC4 7000000.00000000 PA USD 5688032.00000000 3.892514081058 Long ABS-O CORP KY N 3 N N N First American Government Obligations Fund 549300R5MYM6VZF1RM44 First American Government Obligations Fund 31846V336 15664681.82000000 NS USD 15664681.82000000 10.71987544367 Long STIV RF US N 1 N N N Great Lakes Clo Ltd 254900GKX01S4T3NFH46 Great Lakes CLO 2014-1, Ltd. 39055RAE2 26740000.00000000 PA USD 19520200.00000000 13.35833788647 Long ABS-O CORP KY Y 3 N N N Newstar Fairfield Fund Clo Ltd N/A NewStar Fairfield Fund CLO, Ltd. 65252CAA9 3000000.00000000 PA USD 2850247.50000000 1.950521468277 Long ABS-CBDO CORP KY Y 3 2030-04-20 Floating 7.51425000 N N N N N N Blackrock Elbert Clo V Ltd 54930088K41XQK16ML36 BlackRock Elbert CLO V, Ltd. 09260YAD3 6500000.00000000 PA USD 6732147.50000000 4.607037889293 Long ABS-O CORP KY N 3 N N N Oaktree Clo Ltd N/A Oaktree CLO 2019-2, Ltd. 67401VAC9 5000000.00000000 PA USD 3060075.14000000 2.094113670870 Long ABS-O CORP KY Y 3 N N N N/A N/A BCC 2021-3A SUB SIDE LETTER N/A 300000.00000000 PA USD 300000.00000000 0.205300220589 Long ABS-O CORP US N 3 N N N Bluemountain Clo Ltd N/A BlueMountain CLO XXIX, Ltd. 09630LAC6 6000000.00000000 PA USD 5551602.00000000 3.799150384075 Long ABS-O CORP KY Y 3 N N N N/A N/A Dryden 33 Senior Loan Fund N/A 5000000.00000000 PA USD 2900251.71000000 1.984741052755 Long ABS-O CORP US N 3 N N N 2021-10-30 Flat Rock Opportunity Fund Ryan Ripp Ryan Ripp Chief Finanical Officer XXXX
|Flat Rock Opportunity Fund||Schedule of Investments|
September 30, 2021(Unaudited)
|COLLATERALIZED LOAN OBLIGATIONS EQUITY(a)(b)(c)(d)(e) - 117.64%|
|Allegro CLO XIV, Ltd., Subordinated Notes(f)||18.29%(g)||10/15/2034||$||9,000,000||$||7,290,000|
|ALM 2020, Ltd., Subordinated Notes(f)||16.33%(g)||10/15/2029||8,000,000||7,378,544|
|Ares LIX CLO, Ltd., Subordinated Notes(f)||17.79%(g)||04/25/2034||8,000,000||7,908,736|
|Ares XLIX CLO, Ltd., Subordinated Notes||15.40%(g)||07/22/2030||3,600,000||2,404,654|
|Bain Capital Credit CLO 2021-3, Ltd., Subordinated Notes (f)||15.70%(g)||07/24/2034||8,000,000||6,747,872|
|Bain Capital Credit CLO 2021-3A, Ltd., Subordinated Notes Side Letter||15.40%(g)||07/24/2034||300,000||300,000|
|Barings Middle Market CLO Ltd 2021-I, Subordinated Notes(f)||16.52%(g)||07/20/2033||3,240,000||3,223,801|
|BlackRock Elbert CLO V, Ltd., Subordinated Notes||14.96%(g)||12/15/2031||6,500,000||6,732,148|
|BlueMountain CLO XXIX, Ltd., Subordinated Notes(f)||18.54%(g)||07/25/2034||6,000,000||5,551,602|
|BSP CLO Warehouse(h)||20.00%(g)||12/31/2049||1,828,571||1,828,571|
|Churchill Middle Market CLO IV, Ltd., Subordinated Notes||14.85%(g)||01/23/2032||7,000,000||5,688,032|
|Dryden 33 Senior Loan Fund, Subordinated Notes||32.58%(g)||04/15/2029||10,000,000||5,800,504|
|Dryden 92 CLO, Ltd., Subordinated Notes(f)||14.90%(g)||11/20/2034||10,000,000||8,639,829|
|Eaton Vance CLO 2018-1, Ltd., Subordinated Notes||11.12%(g)||10/15/2030||3,000,000||2,001,351|
|Great Lakes CLO 2014-1, Ltd., Subordinated Notes(f)||15.70%(g)||10/15/2029||26,740,000||19,520,200|
|KKR CLO 29, Ltd., Subordinated Notes(f)||16.57%(g)||01/15/2032||5,500,000||5,161,057|
|KKR CLO 31, Ltd., Subordinated Notes(f)||18.65%(g)||04/20/2034||6,000,000||5,704,374|
|LCM 32, Ltd., Subordinated Notes(f)||16.86%(g)||07/20/2034||6,000,000||4,859,497|
|LCM 34, Ltd., Income Notes(f)||16.60%(g)||10/20/2034||8,696,000||6,906,431|
|LCM 34, Ltd., Subordinated Notes, Series 2021-34A(f)||15.00%(g)||10/20/2034||659,110||94,054|
|Marble Point CLO XVIII, Ltd., Income Notes(f)||17.35%(g)||10/15/2050||5,000,000||4,932,795|
|Marble Point CLO XX, Ltd., Income Notes(f)||15.23%(g)||04/23/2051||6,000,000||5,004,834|
|Northwoods CLO Warehouse(h)||25.00%(g)||12/31/2049||3,750,000||3,750,000|
|Oaktree CLO 2019-2, Ltd., Subordinated Notes(f)||25.97%(g)||04/15/2031||5,000,000||3,060,075|
|Oaktree CLO 2019-4, Ltd., Subordinated Notes(f)||16.00%(g)||10/20/2032||9,000,000||7,805,700|
|OCP CLO 2020-20, Ltd., Subordinated Notes(f)||16.61%(g)||10/09/2033||6,000,000||5,587,320|
|Regatta XXII CLO Warehouse(h)||20.00%(g)||12/31/2049||3,750,000||3,750,000|
|Symphony CLO Warehouse(h)||20.00%(g)||12/31/2049||2,450,000||2,450,000|
|Symphony CLO XXVI, Ltd., Subordinated Notes(f)||18.86%(g)||04/20/2033||4,850,000||3,034,572|
|TCP Whitney CLO, Ltd., Subordinated Notes||25.24%(g)||08/20/2033||11,500,000||9,770,187|
|Flat Rock Opportunity Fund||Schedule of Investments|
September 30, 2021(Unaudited)
|TCP Whitney CLO, Ltd., Subordinated Notes, Series 2021-1A(f)||18.18%(g)||08/20/2033||$||3,575,762||$||3,299,610|
|Voya CLO 2021-1, Ltd., Income Notes(f)||15.82%(g)||07/15/2034||6,960,000||6,090,000|
|TOTAL COLLATERALIZED LOAN OBLIGATIONS EQUITY|
|COLLATERALIZED LOAN OBLIGATIONS DEBT(b)- 1.94%|
|NewStar Fairfield Fund CLO, Ltd., Class DN(c)(d)(e)(f)||3M US L + 7.38%||04/20/2030||3,000,000||2,850,247|
|TOTAL COLLATERALIZED LOAN OBLIGATIONS DEBT|
|SHORT TERM INVESTMENTS(b) - 10.70%|
|Money Market Fund - 10.70%|
|First American Government Obligations Fund||(7 Day Yield 0.03%)||15,664,682||$||15,664,682|
|TOTAL SHORT TERM INVESTMENTS|
|TOTAL INVESTMENTS - 130.28%|
|LIABILITIES IN EXCESS OF OTHER ASSETS - (30.28)%||(44,348,092||)|
|NET ASSETS - 100.00%||$||146,443,187|
|(a)||Collateralized Loan Obligations (“CLO”) equity positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses. The effective yield is estimated based upon the current projection of the amount and timing of these recurring distributions in addition to the estimated amount of terminal principal payment. Effective yields for the CLO equity positions are updated generally once a quarter or on a transaction such as an add-on purchase, refinancing or reset. The estimated yield and investment cost may ultimately not be realized. Total fair value of the securities is $172,276,350, which represents 117.64% of net assets as of September 30, 2021.|
|(b)||All or a portion of the security has been pledged as collateral in connection with the credit facility. At September 30, 2021, the value of securities pledged amounted to $190,791,279, which represents approximately 130.28% of net assets.|
|(c)||Variable rate investment. Interest rates reset periodically. Interest rate shown reflects the rate in effect at September 30, 2021. For securities based on a published reference rate and spread, the reference rate and spread are included in the description above.|
|Flat Rock Opportunity Fund||Schedule of Investments|
September 30, 2021(Unaudited)
|(d)||Fair valued as determined in good faith in accordance with procedures established by the Board of Trustees.|
|(e)||The level 3 assets were a result of unavailable quoted prices from an active market or the unavailability of other significant observable inputs.|
|(f)||Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities are not restricted and may normally be sold to qualified institutional buyers in transactions exempt from registration. Total fair value of Rule 144A securities amounts to $130,651,150, which represents 89.22% of net assets as of September 30, 2021.|
|(h)||Positions represent investments in a warehouse facility, which is a financing structure intended to aggregate loans that may be used to form the basis of a CLO position.|
|LIBOR - London Interbank Offered Rate|
|3M US L - 3 Month LIBOR as of September 30, 2021 was 0.13%|
See Notes to Quarterly Schedule of Investments.
Flat Rock Opportunity Fund
Notes to Quarterly Schedule of Investments
September 30, 2021 (Unaudited)
Flat Rock Opportunity Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as a non-diversified, closed-end management investment company. The shares of beneficial interest of the Fund (the "Shares") are continuously offered under Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Fund operates as an interval fund pursuant to Rule 23c-3 under the 1940 Act, and has adopted a fundamental policy to conduct quarterly repurchase offers at net asset value (“NAV”).
The Fund’s investment objective is to generate current income and, as a secondary objective, long-term capital appreciation.
The Fund was incorporated as a Delaware statutory trust on February 12, 2018 pursuant to a Declaration of Trust governed by and interpreted in accordance with the laws of the State of Delaware. The Fund had no operations from that date to July 2, 2018, other than those related to organizational matters and the registration of its shares under applicable securities laws.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is an investment company under U.S. GAAP and follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies and Accounting Standards Update (“ASU”) 2013-08.
Use of Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from these estimates.
Security Valuation: The Fund determines the Net Asset Value (“NAV”) of its shares daily, on each day that the New York Stock Exchange (“NYSE”) is open for business, as of the close of regular trading (normally, 4:00 p.m., Eastern time).
Equity securities for which market quotations are available are generally valued at the last sale price or official closing price on the primary market or exchange on which they trade.
Short-term debt securities having a remaining maturity of 60 days or less when purchased are valued at cost adjusted for amortization of premiums and accretion of discounts, which approximates fair value.
Collateralized loan obligations (“CLOs”) are generally not traded on a national securities exchange and instead are valued utilizing a market approach. The market approach is a method of determining the valuation of a security based on the selling price of similar securities. The types of factors that may be taken into account in pricing CLOs include:
|•||the yield of similar CLOs where pricing is available in the market;|
|•||the riskiness of the underlying pool of loans;|
|•||features of the CLO, including weighted average life test, liability pricing, management fees, covenant cushions, weighted average spread of underlying loans and net asset value.|
The Fund’s Valuation Committee under the guidance of the Board of Trustees (the “Board”) is responsible for the valuation of the Fund’s portfolio investments for which market quotations are not readily available, as determined in good faith pursuant to the Fund’s valuation policy and consistently applied valuation process. The Board has delegated day-to-day responsibility for implementing the portfolio valuation process set forth in the valuation policy to the Adviser.
The fair value of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level and supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; and (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the U.S. Treasury yield curve and credit quality.
The Fund has engaged a third-party valuation firm to provide assistance to the Valuation Committee and the Board in valuing certain of the Fund’s investments. The Valuation Committee and the Board may evaluate the impact of such additional information, and factor it into its consideration of fair value.
Securities Transactions and Investment Income: Investment security transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Discounts and premiums on securities purchased are amortized or accreted using the effective interest method. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting purposes. Interest income from investments in the “equity” class of collateralized loan obligation (“CLO”) funds will be recorded based upon an estimate of an effective yield to expected maturity utilizing assumed cash flows in accordance with FASB ASC 325-40, Beneficial Interests in Securitized Financials Assets.
3. FAIR VALUE MEASUREMENTS
The Fund utilizes various inputs to measure the fair value of its investments. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available. These inputs are categorized in the following hierarchy under applicable financial accounting standards:
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date.
Level 2 - Significant observable inputs (including quoted prices for the identical instrument on an inactive market, quoted prices for similar instruments, interest rates, prepayment spreads, credit risk, yield curves, default rates and similar data).
Level 3 - Significant unobservable inputs (including the Fund's own assumptions in determining the fair value of the investments) to the extent relevant observable inputs are not available, for the asset or liability at the measurement date.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table summarizes the inputs used to value the Fund's investments under the fair value hierarchy levels as of September 30, 2021:
|Investments in Securities at Value||Level 1 – Quoted Prices||Level 2 – Significant Observable Inputs||Level 3 – Significant Unobservable Inputs||Total|
|Collateralized Loan Obligations Equity||$||–||$||–||$||172,276,350||$||172,276,350|
|Collateralized Loan Obligations Debt||–||–||2,850,247||2,850,247|
|Short Term Investments||15,664,682||–||–||15,664,682|
For the period ended September 30, 2021, there were no transfers into or out of Level 3.
The following is a reconciliation of the fair value of investments for which the Fund has used Level 3 unobservable inputs in determining fair value as of September 30, 2021:
|Collateralized Loan Obligations Equity||Collateralized Loan Obligations Debt||Total|
|Balance as of December 31, 2020||$||51,015,016||$||44,909,660||$||95,924,676|
|Accrued discount/ premium||(2,533,723||)||2,517,846||(15,877||)|
|Change in Unrealized Appreciation/(Depreciation)||9,138,879||(4,774,609||)||4,364,270|
|Transfer into Level 3||–||–||–|
|Transfer out of Level 3||–||–||–|
|Balance as of September 30, 2021||$||172,276,350||$||2,850,247||$||175,126,597|
|Net change in unrealized appreciation/(depreciation) attributable to Level 3 investments held at September 30, 2021||$||8,751,420||$||310,859||$||9,062,279|
The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund's investments that are categorized in Level 3 of the fair value hierarchy as of March 31, 2021:
|Asset Class||Fair Value||Valuation Technique(s)||Unobservable Input(s)||Input Value(s)|
|Collateralized Loan Obligations Equity||$||172,276,350||Third-party vendor pricing service||Broker quotes||N/A|
|Collateralized Loan Obligations Debt||2,850,247||Third-party vendor pricing service||Broker quotes||N/A|
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