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Apollo Investment Corp. (NASDAQ:AINV)

Q3 2008 Earnings Call

November 6, 2008; 11:00 am ET

Executives

Jim Zelter - President and Chief Operating Officer

Patrick Dalton - Executive Vice President and Chief Investment Officer

Rich Peteka - Chief Financial Officer

Analysts

Sanjay Sakhrani - KBW

Jim Ballan - JP Morgan

Vernon Plack - BB&T Capital Markets

Faye Elliott - Merrill Lynch

Matthew Howlett - Fox-Pitt Kelton

Jim Shanahan - Wachovia Securities

Troy Ward - Stifel Nicolaus

Operator

Good morning and welcome to Apollo Investment Corporation’s second fiscal quarter 2009 earnings conference call. At this time all participants have been placed on a listen-only mode. The call will be opened for a question-and-answer session following the speaker’s remarks. (Operator Instructions)

It is now my pleasure to turn the call over to Mr. Jim Zelter, President and Chief Operating Officer of Apollo Investment Corporation. Mr. Zelter, you may begin your conference.

Jim Zelter

Thank you and good morning everyone. I’d like to welcome you to our second fiscal quarter 2009 earnings conference call. I’m joined today by my partners Patrick Dalton, Apollo Investment Corporation’s Executive Vice President and Chief Investment Officer; and Rich Peteka, our Chief Financial Officer.

Rich, before we begin, would you start off by disclosing some general conference call information and include the comments about forward-looking statements?

Rich Peteka

Sure. Thanks, Jim. I’d like to remind everyone that today’s call and webcast are being recorded. Please note that they are the property of Apollo Investment Corporation and that any unauthorized broadcast in any form is strictly prohibited. Audio replay information is available in our earnings press release.

I’d also like to call your attention to the customary Safe Harbor disclosure in our press release regarding forward-looking information. Today’s conference call and webcast may include forward-looking statements and projections and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these projections. We do not undertake to update our forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website at www.apolloic.com or call us at 212-515-3450.

At this time, I’d like to turn the call back to our President and Chief Operating Officer, Jim Zelter.

Jim Zelter

Thank you, Rich. The credit crunch remained in full effect during the quarter and continues to pressure market participants and create daily and widespread volatility in both the debt and equity markets.

Since our last quarterly results, there have been several major market developments that have moved the global capital markets significantly. These include the bankruptcy of Lehman Brothers, the sale of Wachovia to Wells Fargo, the sale of Merrill Lynch to B of A, Fannie and Freddie Mac bailouts, as well as the $700 billion banking industry bailout amongst others. These events have caused tremendous change in the capital markets and its participants.

Mark-to-market valuation standards continue to take their toll in a distressed marketplace, including having substantial unintended consequences for many financial institutions. Various technical pressures continue to trigger significant margin call and redemptions, causing further mark-to-market pressure and more margin calls and redemptions.

Many participants have been impacted, including mutual funds, hedge funds and others who are forced to sell assets at significant discounted prices to shore up their balance sheets. Those entities with immediate cash needs have little choice, but to accept almost any price for their assets, driving mark-to-market values even lower.

Highly levered funds or funds that operate near regulatory leverage limits continue to be severely strained and are seeking to improve their financial position with a few options. Leveraged investors with significant illiquid assets face even greater challenges. Ultimately, we believe un-levered or conservatively levered companies and/or companies with permanent and/or long-term capital with liquid assets are best equipped to manage through this cycle.

Since last quarter, we have seen the market punish many experienced and well-known investors for stepping into a technically driven market too early. We have also seen those with remaining capital and strong conservative balance sheets continue to be judicious about reducing their own capital and liquidity. Given the ferocity and extreme volatility of the current market environment, we believe that strong well-capitalized institutions will continue to remain patient.

We further believe this lack of willing or able buyers in the market will contribute to prolong the mark-to-market asset pricing pressures, causing investors in fundamentally sound companies to record substantial unrealized depreciation.

In addition, providers of credit have been pulling or reducing lines where they can or are mending them at significantly higher costs with the borrower. To date, these providers of credit have essentially redirected any relieved credit capacity for their own internal needs. Accordingly, the credit squeeze continues and has had dramatic and meaningful effect on almost all businesses and certainly the economy.

Moving to some highlights for the September quarter for Apollo, we invested $225 million across five new and existing portfolio companies. We also received sales proceeds totaling $21.3 million. At September 30, 2008, our investment portfolio consisted of 78 companies and was invested 23% in senior secured loans, 57% in subordinated debt, 4% in preferred equity and 16% in common equity N-1s measured at value.

The weighted average yields on our senior secured portfolio, our subordinated debt portfolio and our total portfolio, measured at cost were 10.2%, 13.4% and 12.5%, respectively at September 30 ‘08. While the weighted yield average on our overall debt portfolio has increased 50 basis points over the last quarter, we continue to focus on principal preservation and have not chased yields.

Since the initial public offering of Apollo Investment Corporation in April 2004 and through September 30 2008, we have invested in excess of $5.5 billion in 123 portfolio companies. Over the same period, we have completed transactions with 85 different financial sponsors.

Before I turn our call over to our CFO, Rich Peteka, let me express that we continue to be pleased with the performance of our overall investment portfolio and while technical pressures continue to generate unrealized depreciation on a mark-to-market basis, we believe our portfolio will stand the long-term test of time.

With permanent equity capital and long-term debt funding, Apollo Investment Corporation has the privilege of patience. Over time, we expect the marks on our portfolio investments to increase and better correlate the overall underlying fundamentals of our portfolio company investments.

In addition, we continue to proactively work with our financial sponsor clients in support of our investments. Given our history, experienced global platform, tight spending control, we can be effective in preserving shareholder value.

With that, I’ll turn the call over to Rich, who will provide us with a summary of the financial results.

Rich Peteka

Thank you, Jim. I will start off with some balance sheet highlights. We closed our quarter on September 30, 2008 with an investment portfolio of $3.2 billion, down slightly from $3.3 billion at June 30. Our stockholders’ equity totaled $2.0 billion at September 30, with a net asset value of $13.73 per share. This compares to stockholders’ equity of $2.3 billion at June 30 and a net asset value of $15.93 per share.

The decrease in NAV was primarily driven by significant mark-to-market unrealized depreciation from the various technical factors that Jim mentioned earlier. To date, this unrealized depreciation has not been correlated to the overall underlying fundamental performance of the investment portfolio, as Apollo Investment Corporation’s portfolio continues to perform well, with no loans on non-accrual status and no interest in dividends past due.

In addition, we continue to have significant capital available for future investment. As reflected on our balance sheet at September 30 and given the instability of the overall banking sector pre-TARP, we temporarily drew down on our revolver at September 30 to protect and monetize much of our available credit, ultimately holding cash in excess of $411 million at quarter end. These temporarily drawn funds were repaid in October. Even after the significant mark-to-market unrealized depreciation noted earlier, our net debt to equity ratio totaled 0.6 to one, again net of the cash we drew down temporarily over the quarter end.

As for operating results, gross investment income for the quarter totaled $103.5 million. This compares to $86.1 million or a 20% increase year-over-year. Net operating expenses for the quarter totaled $47.1 million, of which $30.5 million was management and net performance based incentive fees, $14.4 million was interest expense and $2.2 million was general and administrative expenses.

For the comparable September quarter a year earlier, net operating expenses totaled $42.6 million, of which $25.7 million was management and net performance based incentive fees, $15.1 million was interest expense and $1.8 million was general and administrative expenses, excluding the effect of the reversal of prior year’s incentive fees.

The net increase in quarterly expenses year-over-year was driven primarily by the growth of our investment portfolio. Accordingly, net investment income was $56.5 million or $0.40 per share for the quarter ended September 30, 2008. Our investment sales as Jim mentioned earlier, totaled $21 million for the quarter. Net realized losses totaled $30 million as compared to $0.9 million for the comparable quarter ended September ‘07.

Net losses realized during the quarter were based primarily on the exit of Lexicon Marketing. Given Lexicon’s previously recognized unrealized loss where this investment was held at zero for the last year, there was no impact to earnings during the quarter.

That said and reflecting the significant mark-to-market quotes that Jim mentioned earlier, we did recognize unrealized depreciation of $264.5 million for the quarter ended September 30. This compares to recognizing unrealized depreciation of roughly $84 million for the comparable September quarter a year earlier.

In total, our quarterly operating results decreased net assets by $238 million, or $1.67 per share versus a decrease of $23.2 million or $0.22 per share for the quarter ended September 2007.

Let me finish up with some performance figures. Since the IPO on April 8, 2004 and through September 30, 2008, Apollo Investment Corporation has generated cumulative and average annual total returns based on NAV of 52.3% and 9.8% respectively. The cumulative and average annual total returns based on the market price of shares of AINV for the same period are 66.7% and 12.1% respectively.

Now let me turn the call over to our Executive Vice President and Chief Investment Officer, Patrick Dalton. Patrick.

Patrick Dalton

Thanks, Rich. Earlier in the call, Jim described some of the continued and intense technical pressures on the global credit markets during the quarter, especially their impact post the Lehman Brothers bankruptcy in mid-September. However, technical pressures aside, the investment community is also appropriately concerned about the fundamental credit and the expectation of increased defaults; we are too. Ultimately, we believe fundamental credit underwriting will distinguish debt investors.

In addition, the consumer continues to experience stress and accordingly consumer confidence has declined sharply. Signs of curtailed spending are increasing and have begun to impact the top-line revenues of many companies across the economy broadly.

As we’ve noted repeatedly over the last 24 months, we believe our strategy of transitioning the investment portfolio of Apollo Investment Corporation into investments of exponentially larger companies with highly experienced management teams ahead of the credit crunch has better prepared us for the many challenges that we all have faced, since June of 2007.

While we invested approximately $205 million on a net basis during the quarter ended September 30, we spent more of our time proactively managing our existing portfolio. We also modestly optimized our existing portfolio.

During the quarter, we exited our $38 million investment in Lexicon Marketing, a direct marketer of educational multi-media courses to the US Hispanic population. The sale reclassified our previously recognized unrealized loss to a realized loss of $38 million, which had no impact on NAV per share. We also opportunistically trimmed our position in EXCO Resources, Inc., a natural gas focused exploration and Production Company, realizing gains of more than $5 million.

As mentioned earlier in the call, we closed our second fiscal quarter having invested $225.8 million across five new and six existing portfolio companies. The quarter also saw exits totaling $21 million. Since our IPO in April 2004, our total invested capital now exceeds $5.5 billion across 123 portfolio companies.

Now, let me take you through some of the activity during the quarter. This quarter, we continued to utilize the benefits of the AIC Credit Opportunities Fund, making a US dollar equivalent $12 million investment in the fund. This investment, along with the seller-provided financing at an attractive rate of LIBOR plus of 125 basis points, was used to purchase at a substantial discount, the senior term loans of Alliance Boots, a current AIC portfolio company. We plan to remain selective in our use of the AIC Credit Opportunities Fund, always ensuring that its assets and liabilities will be transparent to our shareholders.

Seeing some compelling value in the later 2008 vintage mezzanine market, we invested in the debt of and made equity co-investments in three companies. Strategically, we invested in some industries that we believe are more defensive, including healthcare and government.

The first, Angelica Corporation, is a leading provider of outsourced linen management services to the US healthcare industry. Our investment was $60 million in senior subordinated notes and $6 million in common equity. Angelica Corporation was purchased by Lehman Brothers Merchant Banking.

Booz Allen Hamilton, the government business of the international consulting firm, was spun off and purchased by the Carlyle Group. We invested $43 million of senior subordinated notes and made a $4 million equity co-investment with Carlyle.

Another mezzanine investment was in Allied Securities Holdings, a leading provider of contract security officer services. Our investment in this Blackstone Group portfolio company was $20 million in senior subordinated notes and $2 million in common equity.

We also invested $25 million in Fox Acquisition Co., an operator of eight television stations in major markets in the Southern, Midwestern and Western United States. Our investment was in senior unsecured notes of this Oak Hill Capital Management portfolio company.

Cidron Healthcare, formerly known as ConvaTec Inc., previously a wholly owned subsidiary of Bristol-Myers Squibb, is a global leader in the manufacturing, marketing and distribution of products for advanced room care, ostomy and other uses. Our investment of EUR 7.4 million was used to support the acquisition of the company by Nordic Capital and Avista Capital Partners.

In addition, we invested approximately $43 million in the secondary market in names that we currently hold, such as Ceridian, Car Holding Inc., NCO Group, US Investigation Services and Asurian at substantial discounts to original issue prices.

Ultimately, our investment portfolio at September 30 consisted of 78 companies, with a market value of $3.2 billion and we invested 23% in senior secured loans, 57% in subordinated debt, 4% in preferred equity and 16% in common equity and warrants measured at fair value.

The portfolio continues to be diversified by issuer and by industry. The weighted average yield in our debt portfolio at September 30 was 12.5%, up 0.5% from the previous quarter. The weighted average yield in our subordinated debt and senior loan portfolios moved up accordingly to 13.4% and 10.2% respectively versus 12.9% and 9.7% respectively in the prior quarter. We also continue to closely match our floating rate assets with floating rate liabilities and retain a balanced net interest margin on our portfolio.

The weighted average EBITDA of our total portfolio continued to increase during the quarter and is now in excess of $250 million per company. After observing the management teams of our portfolio companies during the most recent quarter, we are even more confident that the most experienced management teams do not wait for the environment to change before they take action on cutting costs or reshaping their companies to manage through an economic headwind.

Accordingly and as of September 30, the weighted average risk rating for our total portfolio remained at two and the weighted average cash interest coverage also remained over two times. We did not have any loans on defaults on interest payments during the quarter and there were no new loans placed on non-accrual status. We continue to be committed to working closely with our current portfolio companies and to provide any necessary support and assistance to protect and grow our shareholders’ capital.

Before I open up the call to questions, I’d like to say that we have continued to be opportunistic with human resources. We have continued to selectively add high quality personnel to our already talented team of professionals.

In closing, I would like to thank all our shareholders for their long-term support and investment in us.

With that operator, please open up the line to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Sanjay Sakhrani - KBW.

Sanjay Sakhrani - KBW

First question was on the dynamics of the leveraged loan market today. Obviously, technical pressures are pretty strong to the downside. I was wondering if you guys had any thoughts on how and when we could see a turn there and how should we think about it in the context of your deploying liquidity? It would appear to me like at minimum, it limits your capacity to deploy capital and also could you just tie in your thoughts on the current income to dividend disparity and how we could think about it in terms of narrowing the gap there. Thanks.

Jim Zelter

Okay Sanjay, let me start out with my view on the leveraged loan market and how it affects us; Patrick can talk about the portfolio and then Rich will answer about the dividend issue.

Certainly, it’s our view that any credit investor today globally needs to be cognizant of what’s going on in the leveraged loan market. As the senior most asset class and the historical returns and the historical volatility, which has been low to mid digit returns and extremely low volatility to be down 15%, 17% in a month like it did last month.

Coming down, overall index having down 15, 20 points is going to have an impact on any capital structure and it certainly has with what’s going on out there with the credit markets bringing not a lot of cash into the system, if you would. Whatever you are, if you’re a senior debt investor or a mezzanine investor or a high-yield investor, you have to be cognizant of that asset class.

While it was still difficult post the quarter, we will tell you that in the last weeks of October, we saw some signs of stability. Some of the larger cap names are attracting a bit. It appears to us that there is a broader universe of buyers coming into the loan asset class. There’s been a variety of research done on it by major firms now and certainly, it’s our perspective that a lot of investors are looking at loans and asset class and the volatility has been diminished over the last few weeks.

It’s certainly our view that you’re seeing some constructive foundation being built in that market and once that’s built, then we’ll see a foundation in all the credit markets. Those are my comments. I’ll pass it along to Patrick to add on, then we can pass it to Rich.

Patrick Dalton

Certainly, the deployment of our capital is something we focus on every day and we must be judicious about the deployment of our capital. The strategy that we put in place day one of remaining modestly leveraged, really builds a significant into the equation. There are certain things that we can control in the fundamental underwriting and credit choice; there are certain things we cannot control.

Certainly, it is our view that the markets have been disorderly over the last month or so; however, given the mark-to-market accounting treatment that we follow, we have to be cautious that the after prices may come down and increase leverage on our portfolio.

Although we look at the fundamentals off our companies that are paying us interest and we use that cash to pay our liabilities, then it’s an appropriate investment portfolio, but there is no doubt that the volatility has really made us even more judicious in this current market because the markets remain extremely volatile, albeit Jim did mention and I agree, the last couple of weeks we did start to see some sign of stability going forward.

Yes, the one thing you should differentiate though and we do is really write downs for credit impairment versus just mark-to-market depreciation. I think Rich distinguished some of our thoughts in the script.

Sanjay Sakhrani - KBW

Okay and then just on the dividend?

Rich Peteka

I mean clearly, before I jump to the dividend, just to continue on that thought, I think that if you look at the various metrics that we can and do provide to investors and perspective investors, the average portfolio rating, the cash interest coverage, clearly we haven’t seen any slippage there. Most people would attribute that to the size of the company, the strategy of moving up into large companies with very experienced management teams, trying to get ahead of this cycle and on a relative basis, we think that’s at least what’s happened here with our help and our platform.

So again, some analysts are confused between write downs and mark-to-markets. There’s a clear difference there between with the stress dollar in the markets that’s been over-leveraged, that needs to de-leverage or a hedge fund with redemptions dumping assets in the market caused by margin calls, etc versus credit impairment.

Again, I think that investors or perspective investors need to consider credit ratings of our portfolio, the past-dues, the non-accruals and our dividend and our confidence in the dividend and the strategy from day one.

So I’m going to sail away to your dividend question now and listen I think that one of the biggest challenges that we’ve had here at Apollo relative to the Apollo Investment Corporation has always been; not whether mezzanine is a great asset class, but our challenges in conveying to the public in a public company format that private equity mezzanine investing is not a quarterly business, yet we sit in a legal structure that’s a public company.

So our biggest challenge and what we had to be really thoughtful about, back in 2004 everyday was to reiterate that we’re an investment business. We’re not a specialty finance company with quarterly budgets; we’re one office, tight spend of control, we use our entire platform to find good investments, good value for shareholders.

That’s translated in for us, into a lumpy business. Our investment pace over the last four and a half years has been highly variable and we don’t pretend to say that we can take a non-quarterly business and function as a quarterly business every quarter.

So the strategy, though, that we came up with day one, what would work for a business development company was to match our assets and our liabilities; generate, capture the free cash flow of companies in the middle of the capital structure in a fixed income security and have that largely pay the dividend across many quarters, not every quarter because business development companies, they raise capital through equity raises and for the last four and a half years, we’ve had gaps subsequent to equity raises. This gap is no different. That doesn’t concern us.

What’s more concerning quite frankly is the high volatility in the markets and the confusion between write downs and mark-to-market, so going back to your dividend coverage, the strategy was very simple. What do you put into your portfolio from a portfolio construction standpoint that would allow a business to survive through cycles?

We determined that adding a little bit of private equity to offset the inevitable losses, you will have in a fixed income portfolio is the right strategy, but also have a portfolio that’s largely fixed income, largely capturing the free cash flow of high free cash flow-generating companies and have that pay your dividend across cycles, but have this lumpy private equity. Through good times, you’ll receive plenty of dividends and gains and through bad time, will be dry.

If you had a portfolio with 50% equity, you’d have some challenges today. So ultimately, to get back to a decision, we don’t view this quarter or last quarter or next quarter any different than we’ve done, since our IPO. There’s going to be business ebbs and flows. The cushion is built during the good times for this purpose. It was built for the purpose of raising equity, offsetting against losses and that will continue and the fact that the strategy has worked is evident because we do have a cushion; we feel good about that; we feel good that we’re in a position of strength to sit on our cash and be patient and judicious as Patrick mentioned and we’ll see, we’ll be opportunistic as we said. So we’re not concerned about the dividend gap at this point.

Sanjay Sakhrani - KBW

Okay, Patrick were there any additions to your watch list, anything you’re keeping a close eye on that you weren’t last quarter?

Patrick Dalton

Yes, there’s always going to be some that will come in and some that will come out this quarter. I think we’re taking a view that the headwinds are stronger than they probably were six months ago and we’re going to add items to the watch list sooner and we’ve got a continuous review of the watch list very formally on a monthly basis, formally on a weekly basis, but it continuous from every deal team. A couple of new names on the watch list, which I think is appropriate given the economic climate we’re in.

Sanjay Sakhrani - KBW

Okay and maybe just one final one and I’ll jump off. FAS157-3, I mean I was just wondering about what the implications are if any to your financial statement.

Rich Peteka

Yes Sanjay I’ll answer that. Quite frankly, we’re working very closely with our auditors, PricewaterhouseCoopers and our legal teams, both internal and external, to figure that out. So today, we’re not sure if there is any impact to that. Quite frankly, there is a mismatch here as we’ve said between write downs and depreciation. We are looking very closely at that to see, especially given the current quarter, what that means for us heading into December. So we don’t have an answer for you at this time.

Operator

Your next question comes from Jim Ballan - JP Morgan.

Jim Ballan - JP Morgan

Just, a little bit more on the dividend. The realized losses that you’ve had in the past couple of quarters, Rich could you just talk a little bit about what the impact of that is on your spillover and on your dividend, I mean in light of what you’ve already said.

Rich Peteka

It is a complex calculation. The regulated investment company tax rules are very unique, but the short story is Jim that for tax purposes, there’s investment company taxable income, which is net investment income and short-term capital gains and losses and currency is also in there and then there are long-term capital gains and losses, but you do not get the benefit.

We’re already a pass-through entity for tax anyway if we have our dividend paid deduction. So quite frankly, you’re not allowed to offset long-term losses against your net investment income. So there’s on impact there from a dividend standpoint, from long-term losses, but you do get the benefit, the benefit of a tax capital loss carry-forward for eight years. So that tax benefit stays with us for eight years to the extent that we have subsequent capital gains. They’ll first offset those capital loss carry-forwards.

Then on the other thing, the 137, the spillover, that’s in the books already. All people’s spillover, it’s under Section 855. That basically says, this is your taxable earnings from your prior year; you have to pay it out. You don’t get to deduct anything from that number. Those are gains that you have to distribute or earnings, I should say.

Jim Ballan - JP Morgan

Great, and the losses over the last couple of quarters were long-term losses?

Rich Peteka

That’s correct.

Jim Ballan - JP Morgan

So let’s say you realized a gain on [Presnian] that would enable you to retain part of that gain?

Rich Peteka

That’s correct.

Operator

Your next question comes from Vernon Plack - BB&T Capital Markets.

Vernon Plack - BB&T Capital Markets

I know over the last year really, there’s been a lot of talk in terms of repositioning the portfolio or positioning the portfolio to larger companies that are more defensive industries and I’m just trying to get a sense right now in terms of how you feel about the portfolio today and could we expect a lot of activity as you continue to perhaps rotate out of some of your smaller companies that are less defensive into larger companies or are you fairly satisfied with where you are right now outside of just nominal changes that are going to occur anyway.

Patrick Dalton

Hi Vernon, this is Patrick; that’s a great question. Certainly, as we go into a lot of our companies, we presume that they are going to be illiquid from a fundamental investment standpoint. We have to add a benefit for many of our companies actually having liquidity to them.

The smaller companies in our portfolio, if they’re performing well and we expect them to continue to perform well, we have no desire to rotate out of those credits. Number two, there is not a lot of natural harvest that we should expect, companies selling themselves and therefore repaying debt over time. That was a very dramatic amount of harvesting that has occurred over the first couple of years of our existence. The last year that slowed down quite a bit, we expect that to continue.

If we feel that a company, large and/or small has a fundamental credit issue looming and our ability to get our interest and our principal back, we will look for ways to find liquidity. We have made some tough choices in the past, which have been the right choice to sell at a modest loss of some names.

Even if we chose to go forward and sell it at a more pronounced loss, we would do that if we felt that it was in the best interest of our shareholders, but because it’s just a mark-to-market, which is the predominance of our depreciation in our portfolio, we’re not looking to cycle out of those names. We don’t like to take a loss when we don’t think we’re ultimately going to have to take a loss.

Going forward, we’re obviously going to be jadish about deploying our capital into companies that we think are suited, more defensive perhaps and as you can see from the recent activity we’re already looking at building our equity cushion for the next cycle.

We made three mezzanine investments with three modest equity co-investments and again, consistent with our strategy to take advantage in good times and now it is perhaps a good time to buy equities at a lower price to build your harvested potential gains for the future, but recycling out of investments that are non-credit impaired is not our approach. If we see credit impairments looming, we will look for active ways to recycle out of those credits.

Operator

Your next question comes from Faye Elliott - Merrill Lynch.

Faye Elliott - Merrill Lynch

Could you give us an update on the performance of Innkeepers USA and your outlook there given lodging and how it may perform through a cycle?

Patrick Dalton

Sure Faye, great question. Obviously, our large investors wonder where it’s extremely focused on. I’m pleased to report that through the summer, performance was strong on a relative basis and even on an absolute basis strong; however, I would say since particularly the Lehman bankruptcy, the entire lodging space and you can read about it in any journal; has really taken a bit of pain and we expect that that will continue.

Fortunately, day one of the investment we took a public company private. There was opportunity to cut costs. We have very actively cut costs, we’ve cut them deep. We will continue to look for ways to cut them deeper. We have worked on our capital preservation and working capital and capital expenditures, etc. to preserve capital, which is a cycle. This is a business that does cycle from time-to-time. The cycle is perhaps sooner than we expected. It may be longer than we expect, but given our capital structure, fortunately we have no covenants in our capital structure.

We’ve got a very experienced management team, a very experienced Board. We’ve brought internal and external resources to bear. We will do everything we possibly can on the top line, but we have much more control over the operating expenses and capital and working capital of the business and we are in the beginning stages of our 2009 budgeting process. It’s a bottoms-up, hotel-by-hotel process and going into next year, we’ll have probably more clarity on what we expect, but assume that we are going to take a very appropriate, realistic view of the marketplace.

Faye Elliott - Merrill Lynch

Great, thank you and do you give out the net leverage in that business?

Patrick Dalton

We haven’t given that out. Given that we have no covenants in the business, we don’t think that that’s necessary.

Operator

Your next question comes from Matthew Howlett - Fox-Pitt Kelton.

Matthew Howlett - Fox-Pitt Kelton

Could you give any guidance on exits and prepayments sort of next quarter and going forward, can we consider the current run to be sort of where things will sort of level out?

Patrick Dalton

We right now cannot assume, we’re not in control of the natural exits. Certainly, if we decided to sell an asset, again it would most likely be because of credit impairment looming, but from natural harvest, from companies that have bought and sold and therefore repaid their capital structures, we cannot make an assumption on that. Our dialog with sponsors and some of those sponsors may have the intention to do so, but until a deal closes, especially in this market, we’re not modeling that out.

Matthew Howlett - Fox-Pitt Kelton

Is there any update you can give us through November, how things have been trending; whether they’ve been above or below the run rate in the second quarter?

Patrick Dalton

On harvest and prepayments, that’s not information that we can control.

Rich Peteka

And on new investments, again to my earlier point, this is not a quarterly business and we don’t really look at it that way.

Matthew Howlett - Fox-Pitt Kelton

Okay, that’s fair enough and then just switching to another portfolio company, Eurofresh, an update on that credit.

Patrick Dalton

Sure, on Eurofresh, the business actually continues to improve, we’re pleased to report. The issues that the company has had to manage through, they are managing through those issues. Pricing is strong; demand is still strong; we’ve had some operational issues at the company that they are well beyond 75% complete on some of the challenges that they face to eradicate some of these viruses and so far, so good, obviously until the business gets the issue behind them completely and there are no new challenges in the business, we will keep it on our watch list, but we are happy to report that the business is achieving its targeted goals.

Matthew Howlett - Fox-Pitt Kelton

Okay, they have an upcoming interest payment I think in January, so no concern with that payment?

Patrick Dalton

This is a public reporter. We can’t comment directly, but I think that we’re feeling good about where we are.

Matthew Howlett - Fox-Pitt Kelton

Okay and then just getting back to your point on the mark-to-markets and sort of the disconnect in the leverage loan market. I mean where prices are today seems to imply a high double digit default rate. Do you sort of feel like that’s sort of way overboard here or do you think given what could be a two or three year downturn in the economy that that’s unrealistic to see default rates go to 12%, 13%, 14%, or do you think it’s really just more mark-to-market illiquidity; I mean, it seems like it’s more on that page.

Patrick Dalton

I think we’re somewhere in the middle. Obviously it’s a very, very difficult economic headwind. We don’t invest in indexes per se. We always believe that if you do high-quality investments in any asset class, you should be able to outperform what the index is.

Certainly the prices right now are implying some historically high defaults and we are in a new era no doubt with what’s going on globally with growth, but I wouldn’t want to make a prediction on any asset class per se, but to say that we do think the implied defaults are quite high and we believe certainly in a lot of asset classes, good investors will be able to outperform that.

Operator

Your next question comes from Jim Shanahan - Wachovia.

Jim Shanahan - Wachovia Securities

Most of my questions have been answered, but I had one other. Towards the end of your prepared remarks Patrick, you commented that you were looking to add investment professionals. I’m curious if you’re hiring from private equity, from LBO shops or potentially other BDCs and what qualities you’re looking for when you look to bring someone on board.

Patrick Dalton

We have the benefit right now that there is a lot of great talent available. Obviously, we have a very tight spending control. Adding a person to our team needs to fit a lot of characteristics, culturally from the investment perspective, a long-term view, enthusiasm approach, etc, it depends on what category. If we’re looking for the relationship sourcing originations professional, it’s different characteristics than someone from the investment team or someone from the monitoring team. We generally do like to bring people from within on the investment side because it takes time to learn the investments of our business.

On the sourcing side, we have recently hired a new professional, very talented from a similar vehicle, but we are seeing a tremendous amount of resumes from all those firms that you mentioned earlier.

Operator

(Operator Instructions) Your next question comes from Troy Ward - Stifel Nicolaus.

Troy Ward - Stifel Nicolaus

Just one quick follow-up on the dividend question you mentioned earlier and we understand that we’re trying to run the business for a much longer term than quarter-to-quarter, but as we look at how the business has changed and how the business model potentially has changed in the last four quarters and I guess maybe you could say for the next four quarters given the credit turmoil, how are you viewing the preservation of capital versus that gap between NOI and the dividend?

Patrick Dalton

Certainly, to first comment, our business hasn’t changed. We have a strategy in good times to find opportunities to create some cushion and then when times are less attractive, we may be using some of that cushion. Fortunately, we built up a very healthy cushion and raising equity, obviously the cost of where you raise that equity comes into consideration; how many shares you actually raised and the cost of those shares?

We have not deployed that capital that we raised. Should you deploy that capital, clearly the gap will close. We are very focused on being patient because we don’t know if things are getting more attractive after you come to us.

Subject to mark-to-market as a business that’s really a yield to a maturity business, there isn’t any consistency with our business model in the accounting treatment, but we have to be cognizant of that, but our model hasn’t really changed about what we look for and how we look to deploy the capital. We just right now, we need to see better opportunities.

Troy Ward - Stifel Nicolaus

And speaking of those opportunities, just one broad question; are you seeing more opportunities in proprietary deals or do you happen to believe that there is more than enough opportunity in the secondary market?

Patrick Dalton

On the primary market opportunity, you’re going to see as we saw last quarter, just a few really high quality deals actually have the capacity to get done in the market. Booz Allen, ConvaTec, these are names, that are terrific companies that had a reason to come to market even in a challenging market and so we’d like to be part of that.

We feel like we have access to the sourcing of those transactions. Those will be one off. If we’re doing $40 million or $50 million in one of those names, you can add to your portfolio and grow your business, but the primary market is effectively not as open as it once was.

The secondary market, be it if it’s the senior sub-notes or the high-yield market or even the bank loans, the reality is not a lot of cash trading in this market away from these distressed sales of assets. There’s been about $2 billion in the last month of portfolios of distressed forced sales of loans that include a lot of loans that we know, a lot of loans that we diligenced, but there may be $2 million or $3 million available there, most likely we’d add to that, but the volatility in the markets are going to continue for a while.

We’re going to be patient and if we find that the value is there and that the fundamentals are strong, then we’ll stand to increase volatility, we will deploy our capital there. There’s a lot of opportunities for those with capital.

Troy Ward - Stifel Nicolaus

And just one follow-up on Innkeepers, we understand that the debt that was taken out at that point in time was very attractive and you’ve mentioned the low the covenants or no covenants really do help you and we’re wondering, if you had to redo that debt today, what type of interest rate do you believe you could get if you could get a deal done, because we’re trying to understand there’s quite a bit of interest savings there and that’ll be attractive to a potential acquirer.

Patrick Dalton

We really feel that capital structure is not available today. There’s just not the capacity for that capital, number one and number two, the flexibility around that capital structure with no covenant and most importantly or as importantly, that capital structure can travel.

Right now, if somebody wanted to buy an asset, they have to raise fresh capital for most assets and that market’s closed. Somebody wanted to acquire our asset, our capital structure would travel, at its current cost, at its current flexibility and certainly there’s a tremendous value in that financing package, but we couldn’t speculate today what a price that would be because there really is no market for it.

Jim Zelter

The capital structure has got a tremendous amount of inherent optionality and it’s fair to say that that is a capital structure that cannot be replicated today and we look at it as a very, very interesting asset for us to own.

Troy Ward - Stifel Nicolaus

Is that, in your view baked into the valuation?

Patrick Dalton

Certainly the assets, the equity we own and the value of that liability and our ability to transfer that over creates some value.

Jim Zelter

Thank you very much for your participation today. We look forward to speaking with you at the end of next quarter and thank you for your participation in today’s call.

Operator

Thank you. This concludes today’s conference call. You may now disconnect.

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Source: Apollo Investment Corp. Q3 2008 Earnings Call Transcript
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