UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-22485

 

Avenue Income Credit Strategies Fund

(Exact name of registrant as specified in charter)

 

399 Park Avenue, 6th Floor

New York, NY

 

10022

(Address of principal executive offices)

 

(Zip code)

 

Randolph Takian

Avenue Capital Group

399 Park Avenue, 6th Floor

New York, NY 10022

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(212) 878-3500

 

 

Date of fiscal year end:

October  31

 

 

Date of reporting period:

January  31, 2014

 

 



 

Item 1. Schedule of Investments. — The schedule of investments for the period ended January 31, 2014, is filed herewith.

 



 

Avenue Income Credit Strategies Fund

SCHEDULE OF INVESTMENTS

January 31, 2014 (Unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

CORPORATE BONDS & NOTES — 107.0%

 

 

 

 

 

 

 

 

 

Aerospace & Defense — 1.7%

 

 

 

 

 

 

 

 

 

Accudyne Industries Borrower / Accudyne Industries LLC (a)

 

7.75

%

12/15/2020

 

$

3,800

 

$

4,028,000

 

 

 

 

 

 

 

 

 

 

 

Airlines — 2.7%

 

 

 

 

 

 

 

 

 

US Airways 2000-3C Pass Through Trust

 

8.39

%

3/1/2022

 

5,370

 

5,584,625

 

US Airways 2011-1 Pass Through Trust

 

10.88

%

10/22/2014

 

1,043

 

1,094,627

 

 

 

 

 

 

 

 

 

6,679,252

 

Auto Components — 3.9%

 

 

 

 

 

 

 

 

 

Chassix Holdings PIK (a)

 

10.00

%

12/15/2018

 

2,490

 

2,514,900

 

Chassix, Inc. (a)

 

9.25

%

8/1/2018

 

5,600

 

5,978,000

 

Stackpole International Intermediate Co. SA (a)

 

7.75

%

10/15/2021

 

925

 

964,313

 

 

 

 

 

 

 

 

 

9,457,213

 

Chemicals — 3.0%

 

 

 

 

 

 

 

 

 

Kerling PLC (a)

 

10.63

%

2/1/2017

 

EUR

1,600

 

2,287,394

 

Perstorp Holding AB (a)

 

8.75

%

5/15/2017

 

$

4,825

 

5,150,688

 

 

 

 

 

 

 

 

 

7,438,082

 

Commercial Banks — 4.0%

 

 

 

 

 

 

 

 

 

Barclays PLC

 

8.00

%

(b)

 

EUR

255

 

351,227

 

Lloyds Banking Group Capital No.1 PLC (a)

 

7.88

%

11/1/2020

 

$

4,750

 

5,118,125

 

Royal Bank of Scotland Group PLC

 

7.65

%

(b)

 

4,000

 

4,225,000

 

 

 

 

 

 

 

 

 

9,694,352

 

Communications Equipment — 5.1%

 

 

 

 

 

 

 

 

 

Alcatel-Lucent USA, Inc. (a)

 

8.88

%

1/1/2020

 

3,195

 

3,538,462

 

Aspect Software, Inc.

 

10.63

%

5/15/2017

 

2,925

 

2,961,563

 

Avaya, Inc.:

 

 

 

 

 

 

 

 

 

 

 

9.00

%

4/1/2019

(a)

3,700

 

3,838,750

 

 

 

10.50

%

3/1/2021

(a)

2,199

 

2,034,075

 

 

 

 

 

 

 

 

 

12,372,850

 

Computers & Peripherals — 0.8%

 

 

 

 

 

 

 

 

 

Oberthur Technologies Holding SAS (a)

 

9.25

%

4/30/2020

 

EUR

1,357

 

1,976,600

 

 

 

 

 

 

 

 

 

 

 

Construction Materials — 5.4%

 

 

 

 

 

 

 

 

 

CeramTec Group GmbH (a)

 

8.25

%

8/15/2021

 

6,100

 

8,889,510

 

US Concrete, Inc. (a)

 

8.50

%

12/1/2018

 

$

4,105

 

4,341,038

 

 

 

 

 

 

 

 

 

13,230,548

 

Consumer Finance — 1.8%

 

 

 

 

 

 

 

 

 

Springleaf Finance Corp.

 

6.90

%

12/15/2017

 

4,000

 

4,370,000

 

 

 

 

 

 

 

 

 

 

 

Containers & Packaging — 1.8%

 

 

 

 

 

 

 

 

 

Ardagh Packaging Finance PLC (a)

 

9.25

%

10/15/2020

 

EUR

3,000

 

4,407,011

 

 

 

 

 

 

 

 

 

 

 

Diversified Consumer Services — 0.7%

 

 

 

 

 

 

 

 

 

Monitronics International, Inc.

 

9.13

%

4/1/2020

 

$

1,560

 

1,661,400

 

 

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 1.7%

 

 

 

 

 

 

 

 

 

Avanti Communications Group PLC (a)

 

10.00

%

10/1/2019

 

4,132

 

4,193,980

 

 

 

 

 

 

 

 

 

 

 

Electric Utilities — 1.7%

 

 

 

 

 

 

 

 

 

Energy Future Holdings Corp. (a)

 

12.25

%

3/1/2022

 

3,655

 

4,235,231

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — 12.3%

 

 

 

 

 

 

 

 

 

CHC Helicopter SA

 

9.38

%

6/1/2021

 

9,050

 

9,479,875

 

Globe Luxembourg SCA (a)

 

9.63

%

5/1/2018

 

6,750

 

7,034,108

 

Hercules Offshore, Inc.:

 

 

 

 

 

 

 

 

 

 

 

8.75

%

7/15/2021

(a)

5,015

 

5,591,725

 

 

 

10.25

%

4/1/2019

(a)

1,710

 

1,915,200

 

Tervita Corp.:

 

 

 

 

 

 

 

 

 

 

 

8.00

%

11/15/2018

(a)

2,725

 

2,793,125

 

 

 

9.00

%

11/15/2018

(a)

CAD

1,500

 

1,393,939

 

 

 

10.88

%

2/15/2018

(a)

$

1,680

 

1,759,800

 

 

 

 

 

 

 

 

 

29,967,772

 

 

See Accompanying Notes to Schedule of Investments.

 



 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Health Care Equipment & Supplies — 2.1%

 

 

 

 

 

 

 

 

 

ConvaTec Finance International SA PIK (a)

 

8.25

%

1/15/2019

 

$

5,000

 

$

5,137,500

 

 

 

 

 

 

 

 

 

 

 

Health Care Providers & Services — 6.1%

 

 

 

 

 

 

 

 

 

HCA, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.05

%

12/1/2027

 

745

 

722,650

 

 

 

7.50

%

11/6/2033

 

120

 

120,600

 

 

 

7.58

%

9/15/2025

 

555

 

570,262

 

 

 

7.69

%

6/15/2025

 

900

 

951,750

 

 

 

7.75

%

7/15/2036

 

525

 

521,719

 

Priory Group Ltd. (a)

 

7.00

%

2/15/2018

 

GBP

3,500

 

6,041,328

 

Tenet Healthcare Corp.:

 

 

 

 

 

 

 

 

 

 

 

6.88

%

11/15/2031

 

$

2,475

 

2,165,625

 

 

 

8.00

%

8/1/2020

 

3,000

 

3,277,500

 

 

 

8.13

%

4/1/2022

 

525

 

572,906

 

 

 

 

 

 

 

 

 

14,944,340

 

Hotels, Restaurants & Leisure — 8.6%

 

 

 

 

 

 

 

 

 

Boyd Gaming Corp.

 

9.00

%

7/1/2020

 

1,946

 

2,106,545

 

Caesars Entertainment Operating Co., Inc.:

 

 

 

 

 

 

 

 

 

 

 

9.00

%

2/15/2020

 

6,215

 

6,013,013

 

 

 

11.25

%

6/1/2017

 

4,750

 

4,833,125

 

Gala Electric Casinos PLC (a)

 

11.50

%

6/1/2019

 

GBP

1,800

 

3,158,751

 

SNAI SpA:

 

 

 

 

 

 

 

 

 

 

 

7.63

%

6/15/2018

(a)

EUR

350

 

477,945

 

 

 

12.00

%

12/15/2018

(a)

350

 

498,163

 

The Unique Pub Finance Co. PLC

 

5.66

%

6/30/2027

 

GBP

2,412

 

3,969,849

 

 

 

 

 

 

 

 

 

21,057,391

 

Household Durables — 3.3%

 

 

 

 

 

 

 

 

 

K Hovnanian Enterprises, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.00

%

1/15/2019

(a)

$

240

 

243,600

 

 

 

9.13

%

11/15/2020

(a)

7,000

 

7,787,500

 

 

 

 

 

 

 

 

 

8,031,100

 

Independent Power Producers & Energy Traders — 0.8%

 

 

 

 

 

 

 

 

 

Illinois Power Generating Co.:

 

 

 

 

 

 

 

 

 

 

 

6.30

%

4/1/2020

 

325

 

251,063

 

 

 

7.00

%

4/15/2018

 

1,350

 

1,134,000

 

 

 

7.95

%

6/1/2032

 

650

 

507,000

 

 

 

 

 

 

 

 

 

1,892,063

 

Insurance — 3.5%

 

 

 

 

 

 

 

 

 

American International Group, Inc.:

 

 

 

 

 

 

 

 

 

 

 

8.00

%

5/22/2038

(a)

EUR

3,000

 

4,727,866

 

 

 

8.18

%

5/15/2058

 

$

3,000

 

3,727,500

 

 

 

 

 

 

 

 

 

8,455,366

 

Internet Software & Services — 0.4%

 

 

 

 

 

 

 

 

 

BMC Software Finance, Inc. (a)

 

8.13

%

7/15/2021

 

1,000

 

1,032,500

 

 

 

 

 

 

 

 

 

 

 

Machinery — 0.8%

 

 

 

 

 

 

 

 

 

Waterjet Holdings, Inc. (a)

 

7.63

%

2/1/2020

 

1,840

 

1,881,400

 

 

 

 

 

 

 

 

 

 

 

Marine — 2.7%

 

 

 

 

 

 

 

 

 

Navios Maritime Acquisition Corp / Navios Acquisition Finance US, Inc. (a)

 

8.13

%

11/15/2021

 

450

 

459,000

 

Navios Maritime Holdings, Inc. / Navios Maritime Finance II US, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.38

%

1/15/2022

(a)

1,046

 

1,053,845

 

 

 

8.13

%

2/15/2019

 

4,887

 

4,984,740

 

 

 

 

 

 

 

 

 

6,497,585

 

Media — 9.1%

 

 

 

 

 

 

 

 

 

Clear Channel Communications, Inc.

 

11.25

%

3/1/2021

 

8,610

 

9,341,850

 

Clear Channel Worldwide Holdings, Inc.

 

7.63

%

3/15/2020

 

3,500

 

3,692,500

 

Gibson Brands, Inc. (a)

 

8.88

%

8/1/2018

 

2,875

 

3,054,687

 

Univision Communications, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.88

%

11/1/2020

(a)

3,000

 

3,300,000

 

 

See Accompanying Notes to Schedule of Investments.

 



 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

8.50

%

5/15/2021

(a)

$

2,500

 

$

2,743,750

 

 

 

 

 

 

 

 

 

22,132,787

 

Metals & Mining — 1.7%

 

 

 

 

 

 

 

 

 

Schmolz + Bickenbach Luxembourg SA (a)

 

9.88

%

5/15/2019

 

EUR

2,268

 

3,349,070

 

Wise Metals Group LLC / Wise Alloys Finance Corp. (a)

8.75

%

12/15/2018

 

$

820

 

869,200

 

 

 

 

 

 

 

 

 

4,218,270

 

Multiline Retail — 2.3%

 

 

 

 

 

 

 

 

 

JC Penney Corp., Inc.

 

5.65

%

6/1/2020

 

7,650

 

5,450,625

 

The Neiman Marcus Group, Inc. (a)

 

8.00

%

10/15/2021

 

150

 

157,125

 

 

 

 

 

 

 

 

 

5,607,750

 

Oil, Gas & Consumable Fuels — 8.6%

 

 

 

 

 

 

 

 

 

Connacher Oil and Gas Ltd. (a)

 

8.50

%

8/1/2019

 

4,000

 

2,870,000

 

Halcon Resources Corp.:

 

 

 

 

 

 

 

 

 

 

 

8.88

%

5/15/2021

 

6,300

 

6,284,250

 

 

 

9.25

%

2/15/2022

(a)

3,458

 

3,483,935

 

Midstates Petroleum Co., Inc. / Midstates Petroleum Co. LLC

 

10.75

%

10/1/2020

 

4,800

 

5,196,000

 

Penn Virginia Resource Partners LP / Penn Virginia Resource Finance Corp. II

 

8.38

%

6/1/2020

 

1,575

 

1,752,187

 

Westmoreland Coal Company (a)

 

10.75

%

2/1/2018

 

1,360

 

1,472,200

 

 

 

 

 

 

 

 

 

21,058,572

 

Personal Products — 2.6%

 

 

 

 

 

 

 

 

 

Ontex IV (a)

 

7.50

%

4/15/2018

 

EUR

4,560

 

6,371,472

 

 

 

 

 

 

 

 

 

 

 

Pharmaceuticals — 0.2%

 

 

 

 

 

 

 

 

 

Pinnacle Merger Sub, Inc. (a)

 

9.50

%

10/1/2023

 

$

400

 

432,000

 

 

 

 

 

 

 

 

 

 

 

Road & Rail — 2.5%

 

 

 

 

 

 

 

 

 

Jack Cooper Holdings Corp. (a)

 

9.25

%

6/1/2020

 

5,675

 

6,199,938

 

 

 

 

 

 

 

 

 

 

 

Software — 1.5%

 

 

 

 

 

 

 

 

 

Infor US, Inc.

 

9.38

%

4/1/2019

 

3,250

 

3,656,250

 

 

 

 

 

 

 

 

 

 

 

Specialty Retail — 1.1%

 

 

 

 

 

 

 

 

 

CDW LLC / CDW Finance Corp.

 

8.50

%

4/1/2019

 

2,500

 

2,743,750

 

 

 

 

 

 

 

 

 

 

 

Wireless Telecommunication Services — 2.5%

 

 

 

 

 

 

 

 

 

Arqiva Broadcast Finance PLC (a)

 

9.50

%

3/31/2020

 

GBP

3,375

 

6,172,326

 

TOTAL CORPORATE BONDS & NOTES
(Cost $247,845,254)

 

 

 

 

 

 

 

261,234,651

 

 

 

 

 

 

 

 

 

 

 

SENIOR LOANS — 16.9% (c)

 

 

 

 

 

 

 

 

 

Aerospace & Defense — 0.2%

 

 

 

 

 

 

 

 

 

DAE Aviation Holdings, Inc. 2nd Lien Term Loan (d)

 

7.75

%

7/30/2019

 

$

460

 

466,900

 

 

 

 

 

 

 

 

 

 

 

Containers & Packaging — 2.7%

 

 

 

 

 

 

 

 

 

Clondalkin Aquisition B.V. 2nd Lien Term Loan (d) (e)

 

10.00

%

11/30/2020

 

6,600

 

6,534,000

 

 

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 2.6%

 

 

 

 

 

 

 

 

 

Tyrol Acquisitions 2 SAS 2nd Lien Term Loan PIK (d)

4.49

%

7/28/2016

 

EUR

4,803

 

6,269,434

 

 

 

 

 

 

 

 

 

 

 

Electric Utilities — 0.8%

 

 

 

 

 

 

 

 

 

Astoria Generating Company Acquisitions Term Loan (d)

8.50

%

10/26/2017

 

$

1,950

 

2,004,854

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — 2.2%

 

 

 

 

 

 

 

 

 

Stallion Oilfield Services, Ltd. Term Loan B (d) (e)

 

8.00

%

6/19/2018

 

5,206

 

5,300,222

 

 

 

 

 

 

 

 

 

 

 

Food Products — 1.6%

 

 

 

 

 

 

 

 

 

Cucina Acquisition Limited 2nd Lien Term Loan D PIK (d) (e)

 

3.73

%

3/12/2017

 

GBP

2,532

 

3,912,169

 

 

 

 

 

 

 

 

 

 

 

Household Products — 2.3%

 

 

 

 

 

 

 

 

 

KIK Custom Products, Inc. 2nd Lien Term Loan (d)

 

9.50

%

10/29/2019

 

$

5,680

 

5,698,914

 

 

 

 

 

 

 

 

 

 

 

Media — 2.0%

 

 

 

 

 

 

 

 

 

Tech Finance & Co. SCA Term Loan B (d)

 

7.25

%

7/10/2020

 

4,875

 

4,945,103

 

 

 

 

 

 

 

 

 

 

 

Multiline Retail — 0.6%

 

 

 

 

 

 

 

 

 

Hudson’s Bay Company 2nd Lien Term Loan (d)

 

8.25

%

11/4/2021

 

1,500

 

1,546,245

 

 

See Accompanying Notes to Schedule of Investments.

 



 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 1.5%

 

 

 

 

 

 

 

 

 

Bennu Oil & Gas LLC, 2nd Lien Term Loan (d)

 

10.25

%

11/1/2018

 

$

3,700

 

$

3,709,250

 

 

 

 

 

 

 

 

 

 

 

Software — 0.4%

 

 

 

 

 

 

 

 

 

Applied Systems, Inc. 2nd Lien Term Loan (d)

 

7.50

%

1/23/2022

 

900

 

920,250

 

TOTAL SENIOR LOANS
(Cost $40,400,814)

 

 

 

 

 

 

 

41,307,341

 

 

 

 

 

 

 

 

 

 

 

CONVERTIBLE BONDS — 2.4%

 

 

 

 

 

 

 

 

 

Machinery — 0.6%

 

 

 

 

 

 

 

 

 

Meritor, Inc.

 

7.88

%

3/1/2026

 

1,045

 

1,517,862

 

 

 

 

 

 

 

 

 

 

 

Thrifts & Mortgage Finance — 1.8%

 

 

 

 

 

 

 

 

 

MGIC Investment Corp. (a)

 

9.00

%

4/1/2063

 

3,625

 

4,272,969

 

TOTAL CONVERTIBLE BONDS
(Cost $5,091,231)

 

 

 

 

 

 

 

5,790,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

EQUITY — 1.5%

 

 

 

 

 

 

 

 

 

Index — 1.5%

 

 

 

 

 

 

 

 

 

SPDR Barclays High Yield Bond ETF

 

 

 

 

 

90,517

 

3,692,188

 

TOTAL EQUITY
(Cost $3,675,212)

 

 

 

 

 

 

 

3,692,188

 

TOTAL LONG-TERM INVESTMENTS — 127.8%
(Cost $297,012,511)

 

 

 

 

 

312,025,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal
Amount (000)

 

 

 

SHORT-TERM INVESTMENTS — 9.1%

 

 

 

 

 

 

 

 

 

REPURCHASE AGREEMENT — 9.1%

 

 

 

 

 

 

 

 

 

State Street Repurchase Agreement, dated 1/31/14, due 2/3/14 at 0.01%, collateralized by Federal National Mortgage Association obligations maturing 10/17/22, market value $22,645,348 (repurchase proceeds $22,198,780)

 

 

 

 

 

$

22,199

 

22,198,762

 

TOTAL SHORT-TERM INVESTMENTS — 9.1%
(Cost $22,198,762)

 

 

 

 

 

 

 

22,198,762

 

TOTAL INVESTMENTS — 136.9%
(Cost $319,211,273)

 

 

 

 

 

 

 

334,223,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

EQUITY SOLD SHORT — (4.1)%

 

 

 

 

 

 

 

 

 

Index — (4.1)%

 

 

 

 

 

 

 

 

 

iShares iBoxx Investment Grade Corporate Bond ETF

 

 

 

 

 

(85,969

)

(10,001,633

)

TOTAL EQUITY SOLD SHORT — (4.1)%
(Proceeds $9,784,804)

 

 

 

 

 

 

 

(10,001,633

)

BORROWINGS — (41.0)%

 

 

 

 

 

 

 

(100,000,000

)

OTHER ASSETS & LIABILITIES — 8.2%

 

 

 

 

 

 

 

19,967,086

 

NET ASSETS — 100.0%

 

 

 

 

 

 

 

$

244,189,226

 

 

Percentages are calculated as a percentage of net assets as of January 31, 2014.

 


(a) Securities exempt from registration under Rule 144a of the Securities Act of 1933.  These securities may be resold in transactions exempt from registration to Qualified Institutional Investors, as defined in Rule 144a promulgated under the Securities Act of 1933, as amended.

(b) Perpetual Maturity.

 

See Accompanying Notes to Schedule of Investments.

 



 

(c) Interest rates on Senior Loans may be fixed or may float periodically.  On floating rate Senior Loans, the interest rates typically are adjusted based on a base rate plus a premium or spread over the base rate.  The base rate is usually a standard inter-bank offered rate, such as a LIBOR, the prime rate offered by one or more major U.S. banks, or the certificate of deposit rate or other base lending rate used by commercial lenders.  Floating rate Senior Loans adjust over different time periods, including daily, monthly, quarterly, semi-annually or annually.

(d) Variable Rate Security.  Rate shown is rate in effect at January 31, 2014.

(e) For fair value measurement disclosure purposes, security is categorized as Level 3.

PIK - Payment in Kind

PLC - Public Limited Company

SCA - Societe en Commandite par Actions

 

Geographic Allocation of Investments:

 

Country

 

Percentage of Net
Assets

 

Value

 

United States (Includes Short-Term Investments)

 

79.1

%

$

193,182,762

 

United Kingdom

 

19.0

 

46,464,257

 

Canada

 

6.9

 

17,026,336

 

France

 

6.9

 

16,729,599

 

Norway

 

3.9

 

9,479,875

 

Luxembourg

 

3.8

 

9,165,500

 

Germany

 

3.6

 

8,889,510

 

Netherlands

 

2.7

 

6,534,000

 

Greece

 

2.7

 

6,497,585

 

Belgium

 

2.6

 

6,371,472

 

Sweden

 

2.1

 

5,150,688

 

Ireland

 

1.8

 

4,407,011

 

Switzerland

 

1.4

 

3,349,070

 

Italy

 

0.4

 

976,108

 

Total Investments

 

136.9

%

$

334,223,773

 

United States (securities sold short)

 

(4.1

)

(10,001,633

)

Total Securities Sold Short

 

(4.1

)%

$

(10,001,633

)

 

The geographic allocation is based on where Avenue Capital Management II L.P., the investment adviser, believes the country of risk to be.  Country of risk is traditionally the country where the majority of the company’s operations are based or where it is headquartered.

 

Forward Foreign Currency Contracts:

 

Settlement Date

 

Amount

 

Value

 

In Exchange for
U.S. $

 

Net Unrealized
Appreciation
(Depreciation)

 

Counterparty

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts to Buy:

 

 

 

 

 

 

 

02/07/2014

 

CAD

1,578,375

 

$

1,417,039

 

$

1,413,286

 

$

3,753

 

State Street Bank and Trust Co.

 

02/07/2014

 

EUR

36,861,797

 

49,715,527

 

50,034,332

 

(318,805

)

State Street Bank and Trust Co.

 

02/07/2014

 

GBP

14,039,814

 

23,079,520

 

23,140,857

 

(61,337

)

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

(376,389

)

 

 

Forward Foreign Currency Contracts to Sell:

 

 

 

 

 

 

 

02/07/2014

 

CAD

1,578,375

 

1,417,039

 

1,511,484

 

94,445

 

State Street Bank and Trust Co.

 

05/07/2014

 

CAD

1,578,375

 

1,414,073

 

1,410,294

 

(3,779

)

State Street Bank and Trust Co.

 

02/07/2014

 

EUR

36,861,797

 

49,715,527

 

50,098,789

 

383,262

 

State Street Bank and Trust Co.

 

05/07/2014

 

EUR

28,727,364

 

38,746,744

 

38,939,022

 

192,278

 

State Street Bank and Trust Co.

 

02/07/2014

 

GBP

14,039,814

 

23,079,520

 

22,539,620

 

(539,900

)

State Street Bank and Trust Co.

 

05/07/2014

 

GBP

14,039,814

 

23,063,982

 

23,125,118

 

61,136

 

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

187,442

 

 

 

 

 

TOTAL

 

 

 

 

 

$

(188,947

)

 

 

 

See Accompanying Notes to Schedule of Investments.

 



 

CAD - Canadian Dollar

EUR - Euro Currency

GBP - Great British Pound

 

See Accompanying Notes to Schedule of Investments.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments

January 31, 2014 (unaudited)

 

1. Organization

 

Avenue Income Credit Strategies Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund’s primary investment objective is to seek a high level of current income, with a secondary objective of capital appreciation. The Fund commenced operations on January 27, 2011.

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies of the Fund in preparation of the Schedule of Investments.

 

SECURITY VALUATION — Corporate Bonds and Notes (including convertible bonds) and unlisted equities are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institutional-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data.  Short-term debt securities purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

 

Senior Loans are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institutional-size trading in similar groups of securities and other market data.

 

Equity securities listed on a U.S. Stock Exchange are valued at the latest quoted sales price on valuation date. Securities listed on a foreign exchange are valued at their closing price.

 

Where reliable market quotes are not readily available, loans and debt obligations are valued, where possible, using independent market indicators provided by independent pricing sources approved by the Board of Trustees of the Fund (the “Board”). Any investment and other assets or liabilities for which current market quotations are not readily available are valued at fair value as determined in good faith in accordance with procedures established by the Board.

 

Forward foreign currency contracts are valued using quoted foreign exchange rates. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. If events materially affecting the price of foreign portfolio securities occur between the time when their price was last determined on such foreign securities exchange or market and the time when the Fund’s net asset value was last calculated, such securities may be valued at their fair value as determined in good faith in accordance with procedures established by the Board.

 

SECURITY TRANSACTIONS AND INVESTMENT INCOME — Investment transactions are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts for amortization of premiums and accretion of discounts. For those issuers who are not paying in full, interest is only recognized if amounts are reasonably estimable and collectable. Discounts or premiums on debt securities purchased are accreted or amortized, respectively, to interest income over the lives of the respective securities, subject to collectability.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2014 (unaudited)

 

SENIOR LOANS — The Fund purchases assignments of, and participations in, senior secured floating rate and fixed rate loans (“Senior Loans”) originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a lending syndicate of financial institutions (the “Lender”). When purchasing an assignment, the Fund typically succeeds to all the rights and obligations under the loan of the assigning Lender and becomes a lender under the credit agreement with respect to the debt obligation purchased. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more restricted than, those held by the assigning Lender. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement or any rights of setoff against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation.

 

FOREIGN CURRENCY TRANSLATION — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

 

FORWARD FOREIGN CURRENCY CONTRACTS — The Fund may enter into forward foreign currency contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may enter into such forward contracts for hedging purposes. The forward foreign currency contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. In addition, these contracts may involve market risk in excess of the unrealized appreciation (depreciation) reflected in the Fund’s Schedule of Investments.  It is the Fund’s policy to net the unrealized appreciation and depreciation amounts for the same counterparty.

 

SHORT SALES — The Fund may engage in short sales. A short sale is a transaction in which the Fund sells an instrument that it does not own in anticipation that the market price will decline. To deliver the securities to the buyer, the Fund arranges through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement. When selling short, the Fund intends to replace the securities at a lower price and therefore, profit from the difference between the cost to replace the securities and the proceeds received from the sale of the securities. When the Fund makes a short sale, the proceeds it receives from the sale will be held on behalf of a broker until the Fund replaces the borrowed securities. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. The Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash and/or liquid securities. In addition, the Fund will place in a segregated account an amount of cash and/or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time they were sold short, and (ii) any cash and/or liquid securities deposited as collateral with the broker in connection with the short sale. Short sales involve certain risks and special considerations. If the Fund incorrectly predicts that the price of the borrowed security will decline, the Fund will have to replace the securities with securities with a greater value than the amount received from the sale. As a result, losses from short sales differ from losses that could be incurred from a purchase of a security, because losses from short sales may be unlimited, whereas losses from purchases can equal only the total amount invested.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2014 (unaudited)

 

REPURCHASE AGREEMENTS — The Fund may engage in repurchase agreements with broker-dealers, banks and other financial institutions to earn incremental income on temporarily available cash which would otherwise be uninvested. A repurchase agreement is a short-term investment in which the purchaser (i.e., the Fund) acquires ownership of a security and the seller agrees to repurchase the obligation at a future time and set price, thereby determining the yield during the holding period. Such agreements are carried at the contract amount, which is considered to represent fair value. It is the Fund’s policy that the value of collateral pledged (the securities received), which consists primarily of U.S. government securities and those of its agencies or instrumentalities, is not less than the repurchase price and is held by the custodian bank for the benefit of the Fund until maturity of the repurchase agreement. Repurchase agreements involve certain risks, including bankruptcy or other default of a seller of a repurchase agreement.

 

UNFUNDED LOAN COMMITMENTS — The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion.

 

3. Derivative Instruments & Hedging Activities

 

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund used forward foreign currency contracts.

 

At January 31, 2014, the fair value of derivative instruments in an asset position and in a liability position and whose primary underlying risk exposure is foreign exchange risk was $734,874 and $(923,821), respectively.

 

4. Related Party Transactions

 

Affiliates of the Fund may have lending, brokerage, underwriting, or other business relationships with issuers of securities in which the Fund invests. Morgan Stanley, the global financial services firm, owns an indirect, non-controlling minority interest in Avenue Capital Group. During the period, the Fund acquired securities through unaffiliated broker-dealers which were part of underwriting groups in which Morgan Stanley participated.

 

5. Unrealized Appreciation/(Depreciation)

 

The cost and unrealized appreciation (depreciation) of investments of the Fund at January 31, 2014, as determined on a federal income tax basis, were as follows:

 

Aggregate cost of investments

 

$

319,211,273

 

 

 

 

 

Gross unrealized appreciation

 

$

18,283,284

 

Gross unrealized (depreciation)

 

(3,270,784

)

Net unrealized appreciation of investments

 

$

15,012,500

 

Net unrealized (depreciation) on securities sold short

 

$

(216,829

)

Net unrealized appreciation

 

$

14,795,671

 

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2014 (unaudited)

 

6. Fair Value Measurements

 

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

 

·                  Level 1 — Prices are determined using quoted prices in an active market for identical assets.

 

·                  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

 

·                  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

 

The valuation techniques used by the Fund to measure fair value during the period ended January 31, 2014 maximized the use of observable inputs and minimized the use of unobservable inputs.

 

The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with GAAP.

 

Corporate Bonds & Notes — Corporate bonds and notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, active market trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. To the extent that these inputs are observable, the values of corporate bonds and notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Senior Loans — Senior loans are valued using inputs which include broker-dealer quotes or quotes received from independent pricing services that take into account quotes received from broker-dealers or other market sources pertaining to the issuer or security. The Fund may also engage a third party appraiser or other valuation techniques, as described in the private equity section above, to value these securities. Inputs may include quoted prices for similar investments in active markets, interest rates, coupon rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which is then discounted to calculate fair values. To the extent that these inputs are observable, the values of senior loans are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2014 (unaudited)

 

Forward Foreign Currency Contracts — Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Equity Securities— Equity securities traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

The following is a summary of the tiered valuation input levels, as of January 31, 2014. The Schedule of Investments includes disclosure of each security type by category and/or industry. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the Schedule of Investments may materially differ from the value received upon actual sale of those investments.

 

Investment Securities in an Asset Position

 

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

 

Other
Significant
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Corporate Bonds & Notes

 

$

 

$

261,234,651

 

$

 

$

261,234,651

 

Senior Loans

 

 

29,473,119

 

11,834,222

 

41,307,341

 

Convertible Bonds

 

 

5,790,831

 

 

5,790,831

 

Equity

 

3,692,188

 

 

 

3,692,188

 

Repurchase Agreements

 

 

22,198,762

 

 

22,198,762

 

Total Asset Position

 

$

3,692,188

 

$

318,697,363

 

$

11,834,222

 

$

334,223,773

 

 

 

 

 

 

 

 

 

 

 

Investments in a Liability Position

 

 

 

 

 

 

 

 

 

Securities Sold Short

 

(10,001,633

)

 

 

(10,001,633

)

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts*

 

 

(188,947

)

 

(188,947

)

Total Liability Position

 

$

(10,001,633

)

$

(188,947

)

$

 

$

(10,190,580

)

 


* Other financial instruments such as forward foreign currency contracts are valued at the unrealized appreciation/(depreciation) of the instrument.

 

Quantitative Information about Level 3 Fair Value Inputs

 

 

 

Fair Value At
January 31,
2014

 

Valuation
Technique

 

Unobservable Input

 

Range

 

 

 

 

 

 

 

 

 

 

 

Senior Loans

 

$

11,834,222

 

Third -Party Vendor

 

Vendor quotes

 

$97 - $102

 

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2014 (unaudited)

 

The Investment Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Fund and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Fund’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate. The Committee is also responsible for monitoring the implementation of the pricing policies by the Fund and third parties which perform certain pricing functions in accordance with the pricing policies. The Investment Adviser is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Investment Adviser perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by and the Committee.

 

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

 

 

Investments

 

 

 

 

 

in

 

 

 

 

 

Senior Loans

 

Total

 

 

 

 

 

 

 

Balance as of October 31, 2013

 

$

15,488,767

 

$

15,488,767

 

Cost of purchases

 

 

 

Proceeds from sales

 

(13,080

)

(13,080

)

Transfers to Level 3

 

 

 

Transfers from Level 3

 

(3,769,992

)

(3,769,992

)

Accrued discount (premium)

 

5,175

 

5,175

 

Realized gains (losses)

 

(30

)

(30

)

Change in net unrealized appreciation (depreciation)

 

123,382

 

123,382

 

Balance as of January 31, 2014

 

$

11,834,222

 

$

11,834,222

 

Change in net unrealized appreciation (depreciation) on Investments still held as of January 31, 2014

 

$

123,382

 

$

123,382

 

 

Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 3 to Level 2 were due to an increase in the availability of significant inputs in determining the fair value of these investments.

 

For information related to geographical and industry categorization of investments and types of derivative contracts held, please refer to the Schedule of Investments.

 



 

Item 2. Controls and Procedures.

 

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days prior to the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 3. Exhibits.

 

Certifications of the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act are attached hereto as Exhibit 99CERT.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Avenue Income Credit Strategies Fund

 

 

 

 

By

/s/ Randolph Takian

 

 

Randolph Takian

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

 

 

Date

March 27, 2014

 

 

 

Pursuant to the requirement of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report had been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By

/s/ Randolph Takian

 

 

Randolph Takian

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

Date

March 27, 2014

 

 

 

 

 

 

 

By

/s/ Stephen M. Atkins

 

 

Stephen M. Atkins

 

 

Treasurer and Chief Financial Officer (Principal Financial Officer)

 

 

 

 

Date

March 27, 2014