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As filed with the Securities and Exchange Commission on June 1, 2021
Securities Act Registration No.  333-00000
Investment Company Act Registration No.  811-00000
BDC File No.                 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
THIS DOCUMENT IS A TECHNICAL ILLUSTRATION OF HOW CERTAIN DISCLOSURES IN SEC FILINGS ARE TO BE TAGGED. IT DOES NOT INDICATE WHICH PARTICULAR DISCLOSURES MUST BE INCLUDED AND/OR TAGGED IN COMMISSION FILINGS, AND IT DOES NOT CONSTITUTE LEGAL GUIDANCE OF ANY SORT.
Washington, D.C. 20549
 
FORM N-2
Registration Statement
under
         
 
the Securities Act of 1933
 
 
 
Pre-Effective Amendment No.
     1     
 
Post-Effective Amendment No.
     2     
and/or
Registration Statement
under
         
 
the Investment Company Act of 1940
 
 
Amendment No.             
 
 
 

Ironic Investments, LLC
(Exact Name of Registrant as Specified in Declaration of Trust)
 
42 Periphery Center
Kingstown , Montana 01234
(Address of Principal Executive Offices)
(888) 888-8888
(Registrant’s Telephone Number, Including Area Code)
Chuck Finn
Ironic Investments, LLC
42 Periphery Center
Kingstown , Montana 01234
(Name and Address of Agent for Service)
 
 Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
Check each box that appropriately characterizes the Registrant:
 
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
 
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.
 
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
 
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
 
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
 
Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
 
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
 
New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

* * *
SENIOR SECURITIES

    Information about our senior securities is shown in the following table as of June 30, 2021, 2020, 2019 and 2018.
 
 
 The information shown as of June 30, 2021, 2020, 2019 and 2018 is included in our financial statements, which have been audited by Smith Jones LLC, our independent registered public accounting firm.

Senior Securities as of June 30, 2021(a)(c)
Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share
Average market value per unit (b)
The Facility $ 17,200,000   $ 43,216   $   $  
2035 Notes $ 12,000,000   $ 22,439   $   $  
Series A Term Preferred Stock Due 2025 $ 36,406,625   $ 63   $ 25.00   $ 22.21  
Series D Term Preferred Stock Due 2029 $ 27,851,625   $ 67   $ 25.00   $ 28.06  
Series E Term Preferred Stock Due 2024 $ 24,541,850   $ 64   $ 25.00   $ 25.19  
Series F Term Preferred Stock Due 2027 $ 35,735,700   $ 62   $ 25.00   $ 22.51  
Series G Term Preferred Stock Due 2026 $ 36,200,000   $ 61   $ 25.00   $ 21.32  
Series H Term Preferred Stock Due 2026 $ 29,700,000   $ 69   $ 25.00   $ 20.16  
Series I Term Preferred Stock Due 2028 $ 43,000,000   $ 65   $ 25.00   $ 21.15  
(a) The asset coverage ratio of the Facility is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility. The asset coverage ratio of the 2035 Notes is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility and the 2035 Notes. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of secured senior securities which are stock. With respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25).
(b) Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2020 to June 30, 2021. For series that were not outstanding at June 30, 2020, the average starts from the first day of trading of that particular series.
(c) Does not include (i) the issuance by the Company of $39.5 million aggregate amount of Series J Term Preferred Stock including overallotments, which was issued on August 3, 2021 and August 25, 2021 and (ii) the redemption by the Company of all outstanding shares of Series A Term Preferred Stock on August 11, 2021.

 



Senior Securities as of June 30, 2020 (a)
Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred Share
Average Market Value per Unit(b)
The Facility $   $   $   $  
2035 Notes $ 15,000,000   $ 36,030   $   $  
Series A Term Preferred Stock Due 2025 $ 37,035,875   $ 68   $ 25.00   $ 24.31  
Series B Term Preferred Stock Due 2023 $ 24,622,950   $ 68   $ 25.00   $ 24.42  
Series C Term Preferred Stock Due 2024 $ 38,927,475   $ 68   $ 25.00   $ 24.69  
Series D Term Preferred Stock Due 2029 $ 27,400,175   $ 68   $ 25.00   $ 24.87  
Series E Term Preferred Stock Due 2024 $ 25,982,900   $ 68   $ 25.00   $ 23.79  
Series F Term Preferred Stock Due 2027 $ 30,883,700   $ 68   $ 25.00   $ 22.7 4  
(a)The asset coverage ratio of the Facility is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility. The asset coverage ratio of the 2035 Notes is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility and the 2035 Notes. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of secured senior securities which are stock. With respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25).
(b) Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2019 to June 30, 2020. For series that were not outstanding at June 30, 2019, the average starts from the first day of trading of that particular series.
Preferred Stock as of June 30, 2019(a)(b)
Preferred Stock Aggregate Amount Outstanding
Asset Coverage per Preferred Share(c)
Involuntary Liquidating Price per Preferred Share
Average Market Value per Unit(d)
Series A Term Preferred Stock Due 2025 $ 37,504,575   $ 102   $ 25.00   $ 24.79  
Series B Term Preferred Stock Due 2023 $ 25,000,00 102   $ 25.00   $ 24.72  
Series C Term Preferred Stock Due 2024 $ 40,250,000   102   $ 25.00   $ 25.02  
Series D Term Preferred Stock Due 2029 $ 26,131,675   102   $ 25.00   $ 25.24  
Total Preferred Stock $ 128,886,250   $ 102  
(a) For financial reporting purposes, our Preferred Stock is considered to be debt. The Asset Coverage amount per $25 a share of Preferred Stock (the dollar amount per share) reflects the amount of the Company’s total assets (less all liabilities not represented by borrowings and Preferred Stock) per $25 a share of Preferred Stock of the combined amount of borrowings and outstanding Preferred Stock and the Asset Coverage amounts per financial reporting purposes.
(b) Does not include the issuance by the Company of (i) an additional $1,293,500 aggregate amount of Series D Term Preferred Stock, which was issued on July 3, 2019 and (ii) $27,500,000 aggregate amount of Series E Term Preferred Stock, which was issued on October 7, 2019 and October 22, 2019. Also excluded are amounts borrowed under the Facility and the 2035 Notes.
(c) Our Series A Term Preferred Stock, Series B Term Preferred Stock, Series C Term Preferred Stock and Series D Term Preferred Stock each rank pari passu, or equally, in right of payment and all other shares of preferred stock that we may issue in the future, and rank senior in right of payment to all of our common stock. As such, the asset coverage per preferred share is the same across each series of preferred stock.
(d) Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2018 to June 30, 2019.

 



Preferred Stock as of June 30, 2018 (a)
Preferred Stock Aggregate Amount Outstanding Asset Coverage per Preferred Share Involuntary Liquidating Price per Preferred Share
Average Market Value per Unit (b)
Series A Term Preferred Stock Due 2025 $ 34,000,000   $ 269   $ 25.00   $ 24.22  
(a) For financial reporting purposes, preferred shares are considered to be debt. The Asset Coverage amounts per $25 per share of Preferred Stock (the dollar amount per share) reflects the amount of Fund total assets (less all liabilities not represented by borrowings and preferred shares) per $25 per share of Preferred Stock of the combined amount of borrowings and outstanding preferred shares and the Asset Coverage amounts per financial reporting purposes.
(b) The average market value is the settlement price as of June 29, 2018. There were no settled shares of Preferred Stock outstanding prior to June 29, 2018.