George M. Silfen
|
|
Partner
|
|
T 212.715.9522
|
|
F 212.715.8422
|
|
gsilfen@kramerlevin.com
|
|
1177 Avenue of the Americas
|
|
New York, NY 10036
|
|
VIA EDGAR |
|
Ms. Mindy Rotter |
Division of Investment Management, Disclosure Review and Accounting Office |
U.S. Securities and Exchange Commission |
100 Pearl Street, Suite 20-100 |
New York, NY 10004-2616 |
Re: |
PhenixFIN Corporation (the “Company”); File No. 814-00818
|
1. |
The report of the independent registered public accounting firm for the year ended September 30, 2023, does not include the reference to the Statement of Changes in Net Assets in the last sentence of the
first paragraph. Please explain in correspondence why the reference to the Statement of Changes in Net Assets was not included in the report.
|
2. |
Please explain in correspondence whether the Company held any covenant-lite loans. If yes, please provide the percentage of such loans held as of September 30, 2023 in correspondence, and confirm that the
risks are adequately disclosed regarding these loans.
|
3. |
Please explain in correspondence whether any of the loans held are unitranche loans. Last-out lenders bear a greater risk in exchange for receiving a higher interest rate. If yes, please explain why
disclosures regarding such loans were not provided in the notes to the financial statements that explain the risk associated with these investments. In addition, with respect to co-lending arrangements, please explain in correspondence
the following:
|
a. |
Whether the Company has any specific accounting policies it applies to co-lending arrangements;
|
b. |
How the valuation of these investments takes into account the payment, prioritization and payment waterfall;
|
c. |
The impact of such arrangements on the calculation of interest income under the effective interest method; and
|
d. |
Whether any of the co-lenders under these arrangements are affiliates.
|
a. |
There are no specific accounting policies applied to co-lending arrangements.
|
b. |
Co-lending arrangements are generally fair valued using the same processes employed for other debt instruments held by the Company, including taking into account relevant factors, based on the particular circumstances of the
instrument, that are believed to bear on the current fair value. In this regard, the financial statement and capital structure of the issuer are considered, including, as applicable, any prioritization of payments.
|
c. |
No impact.
|
d. |
No co-lenders are affiliates.
|
4. |
Investment companies are required to disclose if there has been a change in valuation techniques or whether any additional techniques were used and the reasons for those changes. Please confirm that there
were no changes required to be disclosed.
|
5. |
Please confirm in correspondence that the Company’s investments remain consistent with its diversification status for both RIC and tax purposes.
|
6. |
It appears the 10-K filing contains numerous XBRL tagging inconsistencies. Please confirm in correspondence that, going forward, the appropriate standard taxonomy noted in the guidance will be utilized.
|
Sincerely,
|
||
/s/ George M. Silfen
|
||
George M. Silfen
|
||
GMS
|