☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐☒ ~~No ☒~~

The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at ~~August 9,~~November 8, 2023 was 37,061,547~~37,061,547~~

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. We believe that it is important to communicate our future expectations to our investors. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “will,” “should,” “targets,” “projects,” and variations of these words and similar expressions identify forward-looking statements, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

The following factors and factors listed under “Risk Factors” in this report and other documents Crescent Capital BDC, Inc. has filed with the Securities and Exchange Commission, or SEC, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

Although we believe that the assumptions on which these forward-looking statements are based upon are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the

inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and

objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.

*The majority of the investments bear interest at a rate that may be determined by reference to ~~London Interbank Offered~~Secured Overnight Financing Rate (“~~LIBOR”~~SOFR” or ~~“L”~~“S”), Prime (“P”~~), SOFR (“S”~~), CDOR (“C”), EURIBOR (“E”), SONIA (“SN”), or BBSY ("B") and which reset monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. The impact of a credit spread adjustment, if applicable, is included within the stated all-in interest rate. As of ~~June~~September 30, 2023, the reference rates for the Company's variable rate loans are represented in the below table. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

**The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted.

*** Percentage is based on net assets of $~~725,805~~730,266 as of ~~June~~September 30, 2023.

*The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Prime (“P”), SOFR (“S”), CDOR (“C”), EURIBOR (“E”), SONIA (“SN”), or BBSY ("B") and which reset monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. The impact of a credit spread adjustment, if applicable, is included within the stated all-in interest rate. As of December 31, 2022, the reference rates for the Company's variable rate loans are represented in the below table. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

Note 5. Fair Value of Financial Instruments

Investments

The following table presents fair value measurements of investments as of ~~June~~September 30, 2023 (in thousands):


Fair Value Hierarchy	Fair Value Hierarchy										Fair Value Hierarchy
	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3		Total
Senior Secured First Lien	$	—	$	39,382		$	406,191	$	445,573		$	—	$	40,202		$	404,765	$	444,967
Unitranche First Lien		—		8,862			946,211		955,073			—		5,896			932,995		938,891
Unitranche First Lien – Last Out		—		—			14,286		14,286			—		—			13,834		13,834
Senior Secured Second Lien		—		8,379			48,780		57,159			—		1,884			55,672		57,556
Unsecured Debt		—		—			5,595		5,595			—		—			6,324		6,324
Equity & Other		—		1,395			47,472		48,867			—		1,192			47,835		49,027
Subtotal	$	—	$	58,018		$	1,468,535	$	1,526,553		$	—	$	49,174		$	1,461,425	$	1,510,599
Investments Measured at NAV (1)									54,577										54,229
Total Investments								$	1,581,130									$	1,564,828

Foreign Currency Forward Contracts - Assets		—		7,069			—		7,069			—		8,846			—		8,846
Foreign Currency Forward Contracts - Liabilities		—		(310	)		—		(310	)		—		(93	)		—		(93	)

The following table presents fair value measurements of investments as of December 31, 2022 (in thousands):


Fair Value Hierarchy
	Level 1		Level 2			Level 3		Total
Senior Secured First Lien	$	—	$	23,214		$	277,786	$	301,000
Unitranche First Lien		—		52,760			771,348		824,108
Unitranche First Lien – Last Out		—		—			13,827		13,827
Senior Secured Second Lien		—		4,291			56,586		60,877
Unsecured Debt		—		—			4,533		4,533
Equity & Other		—		944			43,907		44,851
Subtotal	$	—	$	81,209		$	1,167,987	$	1,249,196
Investments Measured at NAV (1)									13,760
Total Investments								$	1,262,956

Foreign Currency Forward Contracts - Assets		—		8,154			—		8,154
Foreign Currency Forward Contracts - Liabilities		—		(157	)		—		(157	)

(1)

In accordance with ASC 820-10, certain investments that are measured using the net asset value per shares (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the six months ended June 30, 2023, based off of the fair value hierarchy as of June 30, 2023 (in thousands):

Senior Secured
First Lien

Unitranche
First Lien

Unitranche
First -
Last Out

Senior
Secured
Second Lien

Unsecured
Debt

Equity
&
Other

Total

Balance as of January 1, 2023
$
277,786

$
771,348

$
13,827

$
56,586

$
4,533

$
43,907

$
1,167,987

Amortized discounts/premiums

720

2,246

15

122

4

—

3,107

Paid in-kind interest

466

218

334

328

369

—

1,715

Net realized gain (loss)

(5,459
)

(17
)

—

(470
)

—

241

(5,705
)
Net change in unrealized appreciation (depreciation)

4,248

418

107

1,249

13

1,453

7,488

Purchases

210,934

157,263

3

(35
)

676

3,263

372,104

Sales/return of capital/principal repayments/paydowns

(65,208
)

(32,107
)

—

(4,500
)

—

(997
)

(102,812
)
Transfers in

1,664

46,842

—

—

—

—

48,506

Transfers out

(18,960
)

—

—

(4,500
)

—

(395
)

(23,855
)
Balance as of June 30, 2023
$
406,191

$
946,211

$
14,286

$
48,780

$
5,595

$
47,472

$
1,468,535

Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023
$
(2,313
)

$
418

$
106

$
358

$
13

$
2,493

$
1,075

~~During the six months ended June 30, 2023, the Company recorded $23,855~~ ~~in transfers from Level 3 to Level 2 due to an increase in observable inputs in market data and $48,506~~ ~~in transfers from Level 2 to Level 3 due to a decrease in observable inputs in market data.~~

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the ~~six~~nine months ended ~~June~~September 30, ~~2022,~~2023, based off of the fair value hierarchy as of ~~June~~September 30, ~~2022~~2023 (in thousands):


	Senior Secured First Lien			Unitranche First Lien			Unitranche First - Last Out			Senior Secured Second Lien			Unsecured Debt			Equity & Other			Total			Senior Secured First Lien			Unitranche First Lien			Unitranche First - Last Out			Senior Secured Second Lien			Unsecured Debt		Equity & Other			Total
Balance as of January 1, 2022	$	268,851		$	711,296		$	13,723		$	47,584		$	5,620		$	58,606		$	1,105,680
Balance as of January 1, 2023																						$	277,786		$	771,348		$	13,827		$	56,586		$	4,533	$	43,907		$	1,167,987
Amortized discounts/premiums		657			3,033			8			210			79			—			3,987			1,111			3,570			22			163			6		—			4,872
Paid in-kind interest		420			—			40			354			276			1,998			3,088			824			480			517			469			570		—			2,860
Net realized gain (loss)		3			(3	)		—			—			—			8,288			8,288			(5,459	)		(28	)		—			(468	)		—		45			(5,910	)
Net change in unrealized appreciation (depreciation)		(894	)		(10,757	)		198			(3,851	)		(198	)		(7,440	)		(22,942	)		4,731			(2,771	)		(535	)		1,106			299		1,559			4,389
Purchases		44,298			118,554			3,967			—			—			3,091			169,910			234,911			184,181			3			3,240			916		3,314			426,565
Sales/return of capital/principal repayments/paydowns		(30,743	)		(58,804	)		(3,907	)		(4,309	)		(1,932	)		(14,030	)		(113,725	)		(91,843	)		(70,627	)		—			(7,775	)		—		(622	)		(170,867	)
Transfers in		19,850			19,721			—			15,709			—			—			55,280			1,664			46,842			—			4,061			—		—			52,567
Transfers out		—			(17,094	)		—			—			—			—			(17,094	)		(18,960	)		—			—			(1,710	)		—		(368	)		(21,038	)
Balance as of June 30, 2022	$	302,442		$	765,946		$	14,029		$	55,697		$	3,845		$	50,513		$	1,192,472
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2022	$	(829	)	$	(9,618	)	$	199		$	(3,797	)	$	(239	)	$	(4,963	)	$	(19,247	)
Balance as of September 30, 2023																						$	404,765		$	932,995		$	13,834		$	55,672		$	6,324	$	47,835		$	1,461,425
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023																						$	(1,830	)	$	(2,771	)	$	(535	)	$	216		$	299	$	2,599		$	(2,021	)

During the ~~six~~nine months ended ~~June~~September 30, ~~2022,~~2023, the Company recorded $~~17,094~~$21,038 in transfers from Level 3 to Level 2 due to an increase in observable inputs in market data and $$52,567 in transfers from Level 2 to Level 3 due to a decrease in observable inputs in market data.~~55,280~~

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the nine months ended September 30, 2022, based off of the fair value hierarchy as of September 30, 2022 (in thousands):


	Senior Secured First Lien			Unitranche First Lien			Unitranche First - Last Out			Senior Secured Second Lien			Unsecured Debt			Equity & Other			Total
Balance as of January 1, 2022	$	268,851		$	711,296		$	13,723		$	47,584		$	5,620		$	58,606		$	1,105,680
Amortized discounts/premiums		949			3,980			16			275			80			—			5,300
Paid in-kind interest		596			—			180			540			422			1,998			3,736
Net realized gain (loss)		(252	)		(19	)		—			—			—			7,257			6,986
Net change in unrealized appreciation (depreciation)		(1,637	)		(25,787	)		411			(4,488	)		(326	)		(11,367	)		(43,194	)
Purchases		62,716			182,922			3,967			2,443			683			4,503			257,234
Sales/return of capital/principal repayments/paydowns		(55,570	)		(80,072	)		(5,148	)		(4,307	)		(1,932	)		(14,973	)		(162,002	)
Transfers in		36,630			—			—			13,965			—			—			50,595
Transfers out		—			(17,094	)		—			(289	)		—			(1,327	)		(18,710	)
Balance as of September 30, 2022	$	312,283		$	775,226		$	13,149		$	55,723		$	4,547		$	44,697		$	1,205,625
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2022	$	(2,361	)	$	(24,149	)	$	411		$	(4,437	)	$	(365	)	$	(9,793	)	$	(40,694	)

During the nine months ended September 30, 2022, the Company recorded $18,710 in transfers from Level 3 to Level 2 due to an increase in observable inputs in market data and $50,595 in transfers from Level 2 to Level 3 due to a decrease in observable inputs in market data.

The following tables present the fair value of Level 3 investments and the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of ~~June~~September 30, 2023 and December 31, 2022. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured first lien investments is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.


Security Type	Fair Value as of June 30, 2023 (in thousands)		Valuation Technique	Unobservable Input	Range (Weighted Avg)				Fair Value as of September 30, 2023 (in thousands)		Valuation Technique	Unobservable Input	Range (Weighted Avg)
Senior Secured First Lien	$	351,974	Discounted Cash Flows	Discount Rate	10.2%	-	21.5%	(12.2%)	$	349,740	Discounted Cash Flows	Discount Rate	7.7%	-	26.3%	(12.4%)
		22,733	Enterprise Value	Comparable EBITDA Multiple	1.0x	-	14.8x	(1.2x)		23,455	Enterprise Value	Comparable EBITDA Multiple	1.9x	-	11.5x	(6.7x)
		326	Collateral Analysis	Recovery Rate			2.4%			176	Collateral Analysis	Recovery Rate			1.3%
		9,109	Discounted Cash Flows	Royalty Payment Discount Rate	6.0%	-	16.5%	(15.5%)		8,573	Discounted Cash Flows	Royalty Payment Discount Rate	6.0%	-	16.5%	(15.8%)
				Revenue Growth Rate	(2.0%)	-	5.0%	(3.0%)				Revenue Growth Rate	-2.0%	-	5.0%	(3.0%)
		8,015	Transactions Precedent	Transaction Price			N/A			5,938	Transactions Precedent	Transaction Price			N/A
		14,034	Broker Quoted	Broker Quote			N/A			16,883	Broker Quoted	Broker Quote			N/A
	$	406,191							$	404,765

Unitranche First Lien	$	853,938	Discounted Cash Flows	Discount Rate	8.0%	-	17.3%	(11.9%)	$	856,069	Discounted Cash Flows	Discount Rate	6.5%	-	19.4%	(12.0%)
		22,086	Enterprise Value	Comparable EBITDA Multiple	3.0x	-	14.3x	(9.9x)
		2,888	Transactions Precedent	Transaction Price			N/A			9,092	Enterprise Value	Comparable EBITDA Multiple	1.5x	-	14.9x	(12.0x)
		67,299	Broker Quoted	Broker Quote			N/A			67,834	Broker Quoted	Broker Quote			N/A
	$	946,211							$	932,995

Unitranche First Lien - Last Out	$	12,055	Discounted Cash Flows	Discount Rate	9.7%	-	16.5%	(12.1%)	$	11,805	Discounted Cash Flows	Discount Rate	10.1%	-	18.8%	(12.9%)
		2,231	Collateral Analysis	Recovery Rate			43.8%			2,029	Collateral Analysis	Recovery Rate			39.9%
	$	14,286							$	13,834

Senior Secured Second Lien	$	26,010	Discounted Cash Flows	Discount Rate	13.2%	-	17.7%	(14.7%)	$	26,035	Discounted Cash Flows	Discount Rate	13.4%	-	18.1%	(15.1%)
		7,932	Enterprise Value	Comparable EBITDA Multiple	7.7x	-	14.8x	(10.6x)		8,525	Enterprise Value	Comparable EBITDA Multiple	3.4x	-	9.0x	(6.2x)
		14,838	Broker Quoted	Broker Quote			N/A			21,112	Broker Quoted	Broker Quote			N/A
	$	48,780							$	55,672

Unsecured Debt	$	5,166	Discounted Cash Flows	Discount Rate	16.5%	-	17.4%	(16.9%)	$	5,610	Discounted Cash Flows	Discount Rate	15.3%	-	17.7%	(16.2%)
	$	429	Enterprise Value	Comparable EBITDA Multiple	12.4x	-	12.4x	(12.4x)	$	714	Enterprise Value	Comparable EBITDA Multiple	11.5x	-	11.5x	(11.5x)
	$	5,595							$	6,324

Equity & Other	$	316	Discounted Cash Flows	Discount Rate	20.8%	-	20.8%	(20.8%)	$	392	Discounted Cash Flows	Discount Rate	20.1%	-	20.1%	(20.1%)
		47,156	Enterprise Value	Comparable EBITDA Multiple	1.0x	-	28.0x	(15.7x)		47,443	Enterprise Value	Comparable EBITDA Multiple	1.9x	-	29.5x	(16.5x)
	$	47,472							$	47,835

Total	$	1,468,535							$	1,461,425


Security Type	Fair Value as of December 31, 2022 (in thousands)		Valuation Technique	Unobservable Input	Range (Weighted Avg)
Senior Secured First Lien	$	201,043	Discounted Cash Flows	Discount Rate	9.4%	-	19.4%	(10.9%)
		13,593	Enterprise Value	Comparable EBITDA Multiple	8.3x	-	14.8x	(9.1x)
		63,150	Broker Quoted	Broker Quote			N/A
	$	277,786

Unitranche First Lien	$	620,221	Discounted Cash Flows	Discount Rate	6.8%	-	15.7%	(10.8%)
		15,576	Enterprise Value	Comparable EBITDA Multiple	13.1x	-	6.8x	(11.5x)
		135,551	Broker Quoted	Broker Quote			N/A
	$	771,348

Unitranche First Lien - Last Out	$	11,642	Discounted Cash Flows	Discount Rate	8.4%	-	16.5%	(10.9%)
		2,185	Collateral Analysis	Recovery Rate			42.9%
	$	13,827

Senior Secured Second Lien	$	29,749	Discounted Cash Flows	Discount Rate	11.5%	-	26.0%	(15.6%)
		7,397	Enterprise Value	Comparable EBITDA Multiple	8.3x	-	14.8x	(10.8x)
		19,440	Broker Quoted	Broker Quote			N/A
	$	56,586

Unsecured Debt	$	4,533	Discounted Cash Flows	Discount Rate	15.2%	-	17.3%	(16.1%)

Equity & Other	$	200	Discounted Cash Flows	Discount Rate	22.1%	-	22.1%	(22.1%)
		43,311	Enterprise Value	Comparable EBITDA Multiple	10.9x	-	27.8x	(15.7x)
		396	Broker Quoted	Broker Quote			N/A
	$	43,907

Total	$	1,167,987

As noted above, the discounted cash flows and market multiple approaches were used in the determination of fair value of certain Level 3 assets as of ~~June~~September 30, 2023 and December 31, 2022. The significant unobservable inputs used in the discounted cash flow approach is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Increases and decreases in the discount rate would result in a decrease and increase in the fair value, respectively. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market multiple approach are the multiples of similar companies’ earnings before income taxes, depreciation and amortization (“EBITDA”) and comparable market transactions. Increases and decreases in market EBITDA multiples would result in an increase or decrease in the fair value, respectively. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value. The transaction precedent represents an observable transaction or a pending event for the investment.

Note 6. Debt

Debt consisted of the following (in thousands):


	June 30, 2023								December 31, 2022								September 30, 2023								December 31, 2022
	Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)
SPV Asset Facility	$	500,000	$	231,100	$	268,900	$	231,100	$	350,000	$	233,000	$	117,000	$	233,000	$	500,000	$	314,750	$	185,250	$	314,750	$	350,000	$	233,000	$	117,000	$	233,000
SMBC Corporate Revolving Facility		385,000		339,441		45,559		339,441		350,000		241,836		108,164		241,836		385,000		252,975		132,025		252,975		350,000		241,836		108,164		241,836
2023 Unsecured Notes		50,000		50,000		—		50,000		50,000		50,000		—		50,000
2026 Unsecured Notes(4)		135,000		135,000		—		135,000		135,000		135,000		—		135,000
2026 Unsecured Notes - FCRX(5)		111,600		111,600		—		111,600		—		—		—		—
Series 2020A Unsecured Notes																		—		—		—		—		50,000		50,000		—		50,000
Series 2021A Unsecured Notes(4)																		135,000		135,000		—		135,000		135,000		135,000		—		135,000
FCRX Unsecured Notes(5)																		111,600		111,600		—		111,600		—		—		—		—
Series 2023A Unsecured Notes(6)																		50,000		50,000		—		50,000		—		—		—		—
Total Debt	$	1,181,600	$	867,141	$	314,459	$	867,141	$	885,000	$	659,836	$	225,164	$	659,836	$	1,181,600	$	864,325	$	317,275	$	864,325	$	885,000	$	659,836	$	225,164	$	659,836

(1)

The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments.

(2)

The amount presented excludes netting of deferred financing costs.

(3)

As of ~~June~~September 30, 2023 and December 31, 2022, the carrying amount of the Company’s outstanding debt approximated fair ~~value.~~value unless otherwise noted.

(4)

As of ~~June~~September 30, 2023 and December 31, 2022, the fair value of the ~~2026~~Series 2021A Unsecured Notes was approximately $~~125,077~~$127,429 and $~~123,223~~,$123,223, respectively.

(5)

As of ~~June~~September 30, 2023, the fair value of the ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ was approximately $$104,458.~~105,931~~

.(6)

As of September 30, 2023, the fair value of the Series 2023A Unsecured Notes was approximately $51,280.

The combined weighted average interest rate of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was ~~6.82~~%6.96% and ~~3.71~~%4.15% respectively. The combined weighted average debt of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was $~~810,760~~$825,576 and $~~649,364~~$665,603 respectively.

The fair values of the Company’s debt are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's debt is calculated by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date. As of ~~June~~September 30, 2023 and December 31, 2022, all the debt except for ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ would be deemed to be Level 3 of the fair value hierarchy. ~~2026~~FCRX Unsecured Notes - FCRX would be deemed to be Level 2 of the fair value hierarchy.

As of ~~June~~September 30, 2023 and December 31, 2022, the Company was in compliance with the terms and covenants of its debt arrangements.

SPV Asset Facility

On March 28, 2016, Crescent Capital BDC Funding, LLC (“CCAP SPV”), a wholly owned subsidiary of CCAP, entered into a loan and security agreement, as amended from time to time (the “SPV Asset Facility”), with the Company as the collateral manager, seller and equityholder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. CCAP SPV is consolidated into the Company’s financial statements and no gain or loss is recognized from transfer of assets to and from CCAP SPV.

The maximum commitment amount under the SPV Asset Facility is $~~500,000~~$500,000 and may be increased with the consent of Wells Fargo or reduced upon request of the Company. Proceeds of the advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of (a) the date the Borrower voluntarily reduces the commitments to zero, (b) March 7, 2028 and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at daily simple SOFR plus a 2.75% margin with no floor. The Company pays unused facility fees of ~~0.50~~%0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The unused facility fee rate may vary based on the utilization. The SPV Asset Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. The facility size is subject to availability under the borrowing base, which is based on the amount of CCAP SPV’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

Costs incurred in connection with obtaining the SPV Asset Facility were recorded as deferred financing costs and are being amortized over the life of the SPV Asset Facility on an effective yield basis. As of ~~June~~September 30, 2023 and December 31, 2022, deferred

financing costs related to the SPV Asset Facility were $~~5,169~~$4,892 and $~~2,110~~,$2,110, respectively, and were netted against debt outstanding on the Consolidated Statements of Assets and Liabilities.

SMBC Corporate Revolving Facility

On October 27, 2021, the Company entered into a senior secured revolving credit agreement, as amended from time to time, with Sumitomo Mitsui Banking Corporation, as administrative agent, collateral agent and lender (the “SMBC Corporate Revolving Facility”). The maximum principal amount of the SMBC Corporate Revolving Facility is $~~385,000~~,$385,000, subject to availability under the borrowing base. Borrowings under the SMBC Corporate Revolving Facility bear interest at adjusted SOFR plus ~~1.875~~%1.875% or ~~2.000~~%2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no benchmark rate floor. The Company pays unused facility fees of ~~0.375~~%0.375% per annum on committed but undrawn amounts under the SMBC Corporate Revolving Facility. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.

Costs incurred in connection with obtaining the SMBC Corporate Revolving Facility were recorded as deferred financing costs and are being amortized over the life of the SMBC Corporate Revolving Facility on an effective yield basis. As of ~~June~~September 30, 2023 and December 31, 2022, deferred financing costs related to the SMBC Corporate Revolving Facility were $~~2,029~~$1,875 and $~~2,217~~,$2,217, respectively, and were netted against debt outstanding on the Consolidated Statements of Assets and Liabilities.

~~2023~~Series 2020A Unsecured Notes

On July 30, 2020, the Company completed a private offering of $~~50,000~~$50,000 aggregate principal amount of ~~5.95~~%5.95% senior unsecured notes due July 30, 2023 (the ~~“2023~~“Series 2020A Unsecured Notes”). ~~The 2023~~Series 2020A Unsecured Notes were issued in two $~~25,000~~$25,000 issuances on July 30, 2020 and October 28, 2020. On July 28, 2023, Series 2020A Unsecured Notes were repaid upon the issuance of the Series 2023A Unsecured Notes, as defined below.

~~The 2023~~Series 2021A Unsecured Notes ~~will mature on July 30, 2023 and may be redeemed in whole or in part, at the Company’s option, at par plus a “make-whole” premium and accrued interest. Interest on the 2023 Unsecured Notes is due and payable semiannually in arrears on January 30 and July 30 of each year.~~

Costs incurred in connection with issuing the 2023 Unsecured Notes were recorded as deferred financing costs and are being amortized over the life of the 2023 Unsecured Notes on an effective yield basis. As of June 30, 2023 and December 31, 2022, deferred financing costs related to the 2023 Unsecured Notes were $22 ~~and $157, respectively, and were netted against debt outstanding on the Consolidated Statements of Assets and Liabilities.~~

~~2026 Unsecured Notes~~

On February 17, 2021, the Company completed a private offering of $~~135,000~~$135,000 aggregate principal amount of ~~4.00~~%4.00% senior unsecured notes due February 17, 2026 (the ~~“2026~~“Series 2021A Unsecured Notes”). The initial issuance of $~~50,000~~$50,000 of ~~2026~~Series 2021A Unsecured Notes closed February 17, 2021. The issuance of the remaining $~~85,000~~$85,000 of ~~2026~~Series 2021A Unsecured Notes closed on May 5, 2021.

The ~~2026~~Series 2021A Unsecured Notes will mature on February 17, 2026 and may be redeemed in whole or in part, at the Company’s option, at any time or from time to time at par plus a “make-whole” premium, if applicable. Interest on the 2026 Unsecured Notes is due and payable semiannually in arrears on February 17 and August 17 of each year.

Costs incurred in connection with issuing the ~~2026~~Series 2021A Unsecured Notes were recorded as deferred financing costs and are being amortized over the life of the ~~2026~~Series 2021A Unsecured Notes on an effective yield basis. As of ~~June~~September 30, 2023 and December 31, 2022, deferred financing costs related to the ~~2026~~Series 2021A Unsecured Notes were $~~754~~$682 and $~~895~~,$895, respectively, and were netted against debt outstanding on the Consolidated Statements of Assets and Liabilities.

~~2026~~FCRX Unsecured Notes ~~- FCRX~~

On March 9, 2023, in connection with the FCRD Acquisition, the Company assumed $~~111,600~~$111,600 of unsecured notes (the ~~"2026~~"FCRX Unsecured ~~Notes - FCRX"~~Notes"). The ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ mature on May 25, 2026 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after May 25, 2023. The ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ bear interest at a rate of ~~5.00~~%5.00% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year. The ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ trade on the New York Stock Exchange under the trading symbol “FCRX”.

Series 2023A Unsecured Notes

On May 9, 2023, the Company completed a private offering of $50,000 aggregate principal amount of 7.54% senior unsecured notes due July 28, 2026 ("Series 2023A Unsecured Notes"). These notes were issued immediately after the repayment of $50,000 of the Series 2020A Unsecured Notes on July 28, 2023.

The Series 2023A Unsecured Notes will mature on July 28, 2026 and may be redeemed in whole or in part, at the Company’s option, at any time or from time to time at par plus a “make-whole” premium, if applicable. Interest on the Series 2023A Unsecured Notes is due and payable semiannually in arrears on January 28 and July 28 of each year.

Costs incurred in connection with issuing the Series 2023A Unsecured Notes were recorded as deferred financing costs and are being amortized over the life of the 2026 Unsecured Notes - Series 2023A on an effective yield basis. As of September 30, 2023 and December 31, 2022, deferred financing costs related to the Series 2023A Unsecured Notes were $220 and $0, respectively, and were netted against debt outstanding on the Consolidated Statements of Assets and Liabilities.

Summary of Interest and Credit Facility Expenses

The borrowing expenses incurred by the SPV Asset Facility, SMBC Corporate Revolving Facility, ~~2023~~Series 2020A Unsecured Notes, ~~2026~~Series 2021A Unsecured Notes, Series 2023A Unsecured Notes and ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ were as follows (in thousands):


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Borrowing interest expense	$	14,280	$	5,889	$	25,611	$	10,700	$	14,429	$	7,992	$	40,037	$	18,692
Unused facility fees		427		249		992		480		411		221		1,404		701
Amortization of financing costs		566		433		1,039		862		539		438		1,578		1,300
Total interest and credit facility expenses	$	15,273	$	6,571	$	27,642	$	12,042	$	15,379	$	8,651	$	43,019	$	20,693
Weighted average outstanding balance	$	882,392	$	660,005		810,760		649,364	$	854,729	$	694,932		825,576		665,603

Note 7. Derivatives

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included under restricted cash and cash equivalents on the Consolidated Statement of Assets and Liabilities. There has been no cash collateral received or paid from the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties. All of the forward contracts qualify as Level 2 financial instruments.

During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 the Company’s average USD notional exposure to foreign currency forward contracts was $~~99,400~~$99,400 and $~~98,293~~,$98,738, respectively.

The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements (in thousands):


Reporting Date	Counterparty	Gross Amount of Assets on the Consolidated Statements of Assets and Liabilities		Gross Amount of (Liabilities) on the Consolidated Statements of Assets and Liabilities			Net Amount of Assets or (Liabilities)		Collateral (Received) Pledged (1)		Net Amounts (2)		Counterparty	Gross Amount of Assets on the Consolidated Statements of Assets and Liabilities		Gross Amount of (Liabilities) on the Consolidated Statements of Assets and Liabilities			Net Amount of Assets or (Liabilities)		Collateral (Received) Pledged (1)		Net Amounts (2)
June 30, 2023	Wells Fargo Bank, N.A.	$	7,069	$	(310	)	$	6,759	$	—	$	6,759
September 30, 2023													Wells Fargo Bank, N.A.	$	8,846	$	(93	)	$	8,753	$	—	$	8,753
December 31, 2022	Wells Fargo Bank, N.A.	$	8,154	$	(157	)	$	7,997	$	—	$	7,997	Wells Fargo Bank, N.A.	$	8,154	$	(157	)	$	7,997	$	—	$	7,997

(1)

Amount excludes excess cash collateral paid.

(2)

Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts.

The effect of transactions in derivative instruments to the Consolidated Statements of Operations was as follows (in thousands):


	For the three months ended June 30,					For the six months ended June 30,					For the three months ended September 30,				For the nine months ended September 30,
	2023			2022		2023			2022		2023		2022		2023		2022

Net realized gain (loss) on foreign currency forward contracts	$	-		-		$	-		$	24	$	-	-		$	-	$	24
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(578	)		5,492		(1,239	)		5,587		1,994		5,699		755		11,286
Total net realized and unrealized gains (losses) on foreign currency forward contracts	$	(578	)	$	5,492	$	(1,239	)	$	5,611	$	1,994	$	5,699	$	755	$	11,310

Note 8. Commitments, Contingencies and Indemnifications

The Company’s investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on the Company’s Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that the Company holds. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. As of ~~June~~September 30, 2023 and December 31, 2022, the Company had aggregated unfunded commitments totaling $~~176,165~~$157,365 and $~~158,905~~$158,905 including foreign denominated commitments converted to USD at the balance sheet date, respectively, under loan and financing agreements.

The Company has the following unfunded commitments to portfolio companies (in thousands):


		As of June 30, 2023				As of December 31, 2022					As of September 30, 2023				As of December 31, 2022
Company	Investment Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Commitment Expiration Date (1)		Unfunded Commitment (2)		Investment Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Commitment Expiration Date (1)		Unfunded Commitment (2)
A&A Global Imports, LLC (5)	Revolver	6/1/2026		$	234		—	$	—	Revolver	6/1/2026		$	234		—	$	—
ABACUS Holdings I LLC (7)	Delayed Draw Term Loan	6/24/2024			2,531	6/24/2024			2,800	Delayed Draw Term Loan	6/24/2024			2,531	6/24/2024			2,800
ABACUS Holdings I LLC (5)	Revolver	6/24/2028			492	6/24/2028			720	Revolver	6/24/2028			360	6/24/2028			720
ACI Group Holdings, Inc. (7)	Delayed Draw Term Loan	8/2/2023			1,351	8/2/2023			1,688	Delayed Draw Term Loan	8/2/2024			1,074	8/2/2023			1,688
ACI Group Holdings, Inc. (5)	Revolver	8/2/2027			738	8/2/2027			657	Revolver	8/2/2027			738	8/2/2027			657
Action Signature Acquisition, Inc. (5)	Revolver	6/17/2026			568		—		—	Revolver	6/17/2026			621		—		—
Advanced Diabetes Supply (5)	Revolver	12/30/2027			263	12/30/2027			88	Revolver	12/30/2027			350	12/30/2027			88
Advanced Web Technologies (5)	Revolver	12/17/2026			342		—		—	Revolver	12/17/2026			342		—		—
Affinitiv, Inc. (5)	Revolver	8/26/2024			567	8/26/2024			567	Revolver	8/26/2024			567	8/26/2024			567
Alcanza Clinical Research (5)	Revolver	12/15/2027			125		—		—	Revolver	12/15/2027			125		—		—
Alcanza Clinical Research (7)	Delayed Draw Term Loan	12/15/2027			250		—		—
Alera Group Inc. (7)	Delayed Draw Term Loan	3/2/2024			2,025	3/2/2024			4,401	Delayed Draw Term Loan	3/2/2024			2,025	3/2/2024			4,401
Alpine SG, LLC (5)	Revolver	11/5/2027			105		—		—	Revolver	11/5/2027			105		—		—
Alpine X (5)	Revolver	12/27/2027			137		—		—	Revolver	12/27/2027			137		—		—
Alpine X (5)	Revolver	12/27/2027			64		—		—	Revolver	12/27/2027			64		—		—
Ansira Partners, Inc. (12)	Delayed Draw Term Loan	12/20/2024			254	12/20/2024			254
Apps Associates LLC(5)	Delayed Draw Term Loan		—		—	7/2/2023			900
Ansira Partners, Inc. (13)										Delayed Draw Term Loan	12/20/2024			254	12/20/2024			254
Apps Associates LLC										Delayed Draw Term Loan		—		—	7/2/2023			900
Apps Associates LLC (5)	Revolver	7/2/2027			560	7/2/2027			800	Revolver	7/2/2027			740	7/2/2027			800
Arrow Management Acquisition, LLC (5)	Revolver	10/14/2027			700	10/14/2027			700	Revolver	10/14/2027			700	10/14/2027			700
Automated Control Concepts, Inc. (5)	Revolver	10/22/2026			667		—		—	Revolver	10/22/2026			667		—		—
Auveco Holdings (7)										Delayed Draw Term Loan	5/5/2024			850	5/5/2024			850
Auveco Holdings ~~(7)~~(5)	Delayed Draw Term Loan	5/5/2024			850	5/5/2024			850	Revolver	5/5/2028			540	5/5/2028			450
Auveco Holdings (5)	Revolver	5/5/2028			540	5/5/2028			450
AX VI INV2 Holding AB (Voff) (8)										Revolver	8/31/2029			393	8/31/2029			398
AX VI INV2 Holding AB (Voff) ~~(8)~~(9)	Revolver	8/31/2029			406	8/31/2029			398	Delayed Draw Term Loan	8/31/2029			371	8/31/2029			1,593
AX VI INV2 Holding AB (Voff) (9)	Delayed Draw Term Loan	8/31/2029			383	8/31/2029			1,593
Bandon Fitness (Texas) Inc. ~~(5)~~	Revolver	7/27/2028			159		—		—	Revolver	7/27/2028			159		—		—
Bandon Fitness (Texas) Inc. (7)	Delayed Draw Term Loan	7/27/2028			1,489		—		—
Bandon Fitness (Texas) Inc. ~~(5)~~										Delayed Draw Term Loan	7/27/2028			1,271		—		—
Banker's Toolbox, Inc.										Delayed Draw Term Loan		—		—	7/27/2023			4,184
Banker's Toolbox, Inc. ~~(7)~~(5)	Delayed Draw Term Loan	7/27/2023			3,780	7/27/2023			4,184	Revolver	7/27/2027			2,406	7/27/2027			2,406
Banker's Toolbox, Inc. (5)	Revolver	7/27/2027			2,406	7/27/2027			2,406
Bayside Opco, LLC (5)	Revolver	5/31/2026			380		—		—
BCDI Rodeo Dental Buyer, LLC (5)	Revolver	5/14/2025			242		—		—
Bayside Opco, LLC										Revolver	5/31/2026			521		—		—
Belay Inc. (5)	Revolver	11/15/2025			650	11/15/2025			650	Revolver	11/15/2025			650	11/15/2025			650
Benesys Inc. (5)	Revolver	10/5/2024			60	10/5/2024			66	Revolver	10/5/2024			60	10/5/2024			66
Benesys Inc. (5)	Revolver	10/5/2024			96		—		—	Revolver	10/5/2024			96		—		—
BioAgilytix (7)	Delayed Draw Term Loan	12/21/2023			1,865	12/21/2023			1,865
BioAgilytix										Delayed Draw Term Loan		—		—	12/21/2023			1,865
C-4 Analytics, LLC (5)	Revolver		—		—	8/22/2023			600	Revolver		—		—	8/22/2023			600
CC Amulet Management, LLC (5)	Revolver	8/31/2027			26		—		—	Revolver	8/31/2027			247		—		—
CC Amulet Management, LLC (7)	Delayed Draw Term Loan	8/31/2027			922		—		—	Delayed Draw Term Loan	8/31/2027			722		—		—
Cedar Services Group, LLC (5)	Revolver	6/11/2027			802		—		—	Revolver	6/11/2027			802		—		—
Centria Subsidiary Holdings, LLC (5)	Revolver	12/9/2025			1,816	12/9/2025			1,974	Revolver	12/9/2025			1,974	12/9/2025			1,974
Certify, Inc. (5)	Revolver	2/28/2024			53		—		—
Claritas, LLC (5)	Delayed Draw Term Loan	9/30/2023			2,450	9/30/2023			2,450
Claritas, LLC										Delayed Draw Term Loan		—		—	9/30/2023			2,450
Claritas, LLC (5)	Revolver	3/31/2026			1,950	3/31/2026			1,950	Revolver	3/31/2026			585	3/31/2026			1,950
Consolidated Label Co., LLC (5)	Revolver	7/15/2026			650	7/15/2026			650	Revolver	7/15/2026			650	7/15/2026			650
ConvenientMD (5)	Revolver	6/15/2027			688		—		—	Revolver	6/15/2027			481		—		—
CRA MSO, LLC (5)	Revolver	12/17/2023			92	12/17/2023			92	Revolver	12/17/2024			92	12/17/2023			92
Doxa Insurance Holdings, LLC (5)	Revolver	12/4/2026			344		—		—	Revolver	12/4/2026			344		—		—
Doxa Insurance Holdings, LLC (7)	Delayed Draw Term Loan	12/4/2026			1,419		—		—
Eagle Midco B.V. (Avania) (9)	Delayed Draw Term Loan	7/5/2029			3,612	7/5/2029			3,545	Delayed Draw Term Loan	7/5/2029			3,521	7/5/2029			3,545
Eagle Midco B.V. (Avania) (9)	Revolver	1/5/2029			803	1/5/2029			788	Revolver	1/5/2029			778	1/5/2029			788
Effective School Solutions LLC (5)	Revolver	11/30/2027			1,276	11/30/2027			1,276	Revolver	11/30/2027			812	11/30/2027			1,276
Effective School Solutions LLC (7)	Delayed Draw Term Loan	11/30/2023			2,200	11/30/2023			2,200	Delayed Draw Term Loan	11/30/2023			2,200	11/30/2023			2,200
EMS Buyer, Inc. (5)	Revolver	11/23/2027			550	11/23/2027			550	Revolver	11/23/2027			330	11/23/2027			550
Envocore Holding, LLC (5)	Revolver	12/31/2025			2,778	12/31/2025			2,778	Revolver	12/31/2025			2,778	12/31/2025			2,778
Eshipping (7)	Delayed Draw Term Loan	11/5/2023			1,850	11/5/2023			1,850	Delayed Draw Term Loan	11/5/2023			974	11/5/2023			1,850
Eshipping (5)	Revolver	11/5/2027			1,150	11/5/2027			1,150	Revolver	11/5/2027			1,150	11/5/2027			1,150
Evergreen IX Borrower 2023, LLC (5)										Revolver	9/29/2029			1,500
Everlast Parent Inc. (5)	Revolver	10/30/2026			921	10/30/2026			1,151	Revolver	10/30/2026			806	10/30/2026			1,151
Evolution BuyerCo, Inc. (5)	Revolver	4/30/2027			729	4/30/2027			729	Revolver	4/30/2027			729	4/30/2027			729
Evolution BuyerCo, Inc. (7)	Delayed Draw Term Loan	12/23/2023			31	12/23/2023			31	Delayed Draw Term Loan	12/23/2023			31	12/23/2023			31
Explorer Investor, Inc. (7)	Delayed Draw Term Loan	6/28/2024			2,400	6/28/2024			2,400	Delayed Draw Term Loan	6/28/2024			1,918	6/28/2024			2,400
First Eagle Logan JV, LLC	Partnership Interest		—		9,400		—		—	Partnership Interest		—		9,400		—		—
FS Whitewater Borrower, LLC (3)	Revolver	12/21/2027			690	12/21/2027			448	Revolver	12/21/2027			621	12/21/2027			448
FS Whitewater Borrower, LLC (7)	Delayed Draw Term Loan	7/1/2024			607	7/1/2024			1,662	Delayed Draw Term Loan	7/1/2024			514	7/1/2024			1,662
Galway Borrower, LLC (5)	Delayed Draw Term Loan	9/30/2023			134	9/30/2023			134
Galway Borrower, LLC										Delayed Draw Term Loan		—		—	9/30/2023			134
Galway Borrower, LLC (5)	Revolver	9/30/2027			926	9/30/2027			926	Revolver	9/30/2027			926	9/30/2027			926
Gener8, LLC (5)	Revolver	8/14/2024			300		—		—	Revolver	8/14/2024			300		—		—
GrapeTree Medical Staffing, LLC (5)	Revolver	5/29/2024			600	5/29/2024			600	Revolver	5/29/2024			600	5/29/2024			600
GH Parent Holdings Inc. (5)	Revolver	5/4/2027			1,542	5/4/2027			1,542	Revolver	5/4/2027			1,611	5/4/2027			1,542
Granicus, Inc. (5)	Revolver	1/29/2027			555	1/29/2027			535	Revolver	1/29/2027			434	1/29/2027			535
Great Lakes Dental Partners, LLC (5)	Revolver	6/23/2026			100	6/23/2026			100	Revolver	6/23/2026			100	6/23/2026			100
Guardian Access Solutions (7)										Delayed Draw Term Loan	8/1/2029			2,050		—		—
Guardian Access Solutions (5)										Revolver	8/1/2029			750		—		—
HCOS Group Intermediate III LLC (5)	Revolver	9/30/2026			639	9/30/2026			1,150	Revolver	9/30/2026			639	9/30/2026			1,150
Hepaco, LLC (5)	Revolver	8/18/2024			916	8/18/2024			135	Revolver	8/18/2024			840	8/18/2024			135
HealthDrive Corporation (5)	Revolver	12/21/2023			1,115		—		—
HealthDrive Corporation (7)	Delayed Draw Term Loan	12/21/2023			49		—		—
Hercules Borrower LLC (5)	Revolver	12/15/2026			1,985	12/15/2026			1,985	Revolver	12/15/2026			2,103	12/15/2026			1,985
Hercules Borrower LLC (7)	Delayed Draw Term Loan	9/10/2023			786	9/10/2023			1,092	Delayed Draw Term Loan	10/7/2023			789	9/10/2023			1,092
HGH Purchaser, Inc. (5)	Revolver	11/3/2025			15	11/3/2025			610	Revolver	11/3/2025			15	11/3/2025			610
Homecare Partners Management, LLC (5)	Revolver	5/25/2027			572	5/25/2023			953	Revolver	5/25/2027			572	5/25/2023			953
Hospice Care Buyer, Inc.	Revolver		—		—	12/9/2026			508
Hospice Care Buyer, Inc. (5)										Revolver	12/9/2026			1,155	12/9/2026			508
Hsid Acquisition, LLC (5)	Revolver	1/31/2026			750	1/31/2026			750	Revolver	1/31/2026			750	1/31/2026			750
HS Spa Holdings Inc. (Hand & Stone) (5)	Revolver	6/2/2028			1,285	6/2/2028			1,511	Revolver	6/2/2028			1,321	6/2/2028			1,511
iLending LLC (5)	Revolver	6/21/2026			718		—		—	Revolver	6/21/2026			718		—		—
Infobase (7)										Delayed Draw Term Loan	6/14/2024			1,850	6/14/2024			1,850
Infobase (5)										Revolver	6/14/2028			918	6/14/2028			1,450
Integrated Pain Management Medical Group, Inc. (5)										Revolver	6/17/2026			442		—		—


Infobase (7)	Delayed Draw Term Loan	6/14/2024		1,850	6/14/2024		1,850
Infobase (5)	Revolver	6/14/2028		580	6/14/2028		1,450
Integrated Pain Management Medical Group, Inc. (5)	Revolver	6/17/2026		442		—	—
Integrity Marketing Acquisition, LLC (5)	Revolver	8/27/2025		1,409	8/27/2025		1,409	Revolver	8/27/2025		1,409	8/27/2025		1,409
Jordan Bidco, Ltd. (9)	Delayed Draw Term Loan	8/31/2024		3,877	8/31/2024		3,692	Delayed Draw Term Loan	8/31/2024		3,416	8/31/2024		3,692
JTM Foods LLC (5)	Revolver	5/14/2027		53	5/14/2027		347
JTM Foods LLC (5)	Delayed Draw Term Loan	5/14/2027		75	5/14/2027		250
JTM Foods LLC								Revolver		—	—	5/14/2027		347
JTM Foods LLC								Delayed Draw Term Loan		—	—	5/14/2027		250
King Mid LLC (7)	Delayed Draw Term Loan	6/17/2024		1,210	6/17/2024		2,356	Delayed Draw Term Loan	6/17/2024		797	6/17/2024		2,356
King Mid LLC (5)	Revolver	12/15/2027		300	12/15/2027		300	Revolver	12/15/2027		300	12/15/2027		300
Lash Opco LLC (5)	Revolver	9/18/2025		213		—	—
Learn-It Systems, LLC (5)	Revolver	3/18/2025		908	3/18/2025		283	Revolver	3/18/2025		900	3/18/2025		283
Learn-It Systems, LLC	Delayed Draw Term Loan		—	—	5/4/2023		1,451	Delayed Draw Term Loan		—	—	5/4/2023		1,451
Lexipol (Ranger Buyer, Inc.) (5)	Revolver	11/18/2027		1,105	11/18/2027		1,105	Revolver	11/18/2027		1,105	11/18/2027		1,105
Lighthouse Behavioral Health Solutions, LLC (7)	Delayed Draw Term Loan	3/28/2028		1,809		—	—	Delayed Draw Term Loan	3/28/2028		1,809		—	—
Lighthouse Lab Services (5)	Revolver	10/25/2027		1,381		—	—	Revolver	10/25/2027		1,381		—	—
Lightspeed Buyer, Inc. (5)	Revolver	2/3/2026		1,050	2/3/2026		595	Revolver	2/3/2026		1,050	2/3/2026		595
Lightspeed Buyer, Inc.	Delayed Draw Term Loan		—	—	2/28/2023		5,101	Delayed Draw Term Loan		—	—	2/28/2023		5,101
Lion Cashmere Bidco Limited (9)	Delayed Draw Term Loan	9/23/2024		3,008	9/23/2024		2,952	Delayed Draw Term Loan	9/23/2024		2,915	9/23/2024		2,952
List Partners, Inc. (5)	Revolver	5/1/2024		450	1/5/2023		450	Revolver	5/1/2024		270	1/5/2023		450
Loadmaster Derrick & Equipment, Inc. (5)	Revolver	12/31/2022		225		—	—	Revolver	12/31/2023		225		—	—
Mann Lake Ltd. (5)	Revolver	10/4/2024		240		—	—	Revolver	10/4/2024		238		—	—
Mario Purchaser, LLC (7)	Delayed Draw Term Loan	4/26/2024		2,820	4/26/2024		3,690	Delayed Draw Term Loan	4/26/2024		2,820	4/26/2024		3,690
Mario Purchaser, LLC (12)	Revolver	4/26/2028		1,044	4/26/2028		1,044
Mario Purchaser, LLC (13)								Revolver	4/26/2028		1,044	4/26/2028		1,044
Marlin DTC-LS Midco 2, LLC (5)	Revolver	7/1/2025		143		—	—	Revolver	7/1/2025		143		—	—
MHS Acquisition Holdings, LLC (5)	Revolver	7/21/2027		129	7/21/2027		129	Revolver	7/21/2027		69	7/21/2027		129
Minuteman Security Technologies, Inc. (7)								Delayed Draw Term Loan	2/2/2025		1,209		—	-
Minuteman Security Technologies, Inc. (5)								Revolver	2/1/2029		1,000		—	-
MRI Software LLC (5)	Revolver	2/10/2026		1,266	2/10/2026		1,266	Revolver	2/10/2026		1,266	2/10/2026		1,266
Multi Specialty Healthcare (AMM LLC) (5)	Revolver	12/18/2026		211		—	—	Revolver	12/18/2026		189		—	—
MWD Management LLC (United Derm) (5)	Revolver	6/15/2027		640	6/15/2027		560	Revolver	6/15/2027		640	6/15/2027		560
New Era Technology, Inc. (5)	Revolver	10/31/2026		228	10/31/2026		265	Revolver	10/31/2026		228	10/31/2026		265
New Era Technology, Inc. (7)	Delayed Draw Term Loan	10/31/2026		489	10/31/2026		504
New Era Technology, Inc.								Delayed Draw Term Loan		—	—	10/31/2026		504
New Era Technology, Inc. (5)	Revolver	10/31/2026		486		—	—	Revolver	10/31/2026		486		—	—
Newcleus, LLC (5)	Revolver	8/2/2026		435		—	—	Revolver	8/2/2026		435		—	—
Newcleus, LLC (5)	Delayed Draw Term Loan	8/2/2026		458		—	—	Delayed Draw Term Loan	8/2/2026		458		—	—
Nexant Volt MergerSub, Inc. (5)	Revolver	5/11/2027		700	5/11/2027		500	Revolver	5/11/2027		400	5/11/2027		500
Nurture Landscapes	Delayed Draw Term Loan		—	—	6/2/2028		465	Delayed Draw Term Loan		—	—	6/2/2028		465
Odessa Technologies, Inc. (7)	Delayed Draw Term Loan	10/19/2023		1,786	10/19/2023		1,786	Delayed Draw Term Loan	10/19/2023		1,786	10/19/2023		1,786
Odessa Technologies, Inc. (5)	Revolver	10/19/2027		2,500	10/19/2027		2,500	Revolver	10/19/2027		2,500	10/19/2027		2,500
Oliver Packaging LLC (5)	Revolver	7/6/2028		150	7/6/2028		500	Revolver	7/6/2028		150	7/6/2028		500
Omni Ophthalmic Management Consultants, LLC (7)	Delayed Draw Term Loan	3/7/2024		1,500	3/7/2024		1,500	Delayed Draw Term Loan		—	—	3/7/2024		1,500
Omni Ophthalmic Management Consultants, LLC	Revolver		—	—	5/31/2023		113	Revolver		—	—	5/31/2023		113
Ontario Systems, LLC	Revolver		—	—	8/30/2025		256	Revolver		—	—	8/30/2025		256
Painters Supply & Equipment Company (7)	Delayed Draw Term Loan	8/10/2023		479	8/10/2023		724
Painters Supply & Equipment Company								Delayed Draw Term Loan		—	—	8/10/2023		724
Painters Supply & Equipment Company (5)	Revolver	8/10/2027		307	8/10/2027		299	Revolver	8/10/2027		344	8/10/2027		299
Patriot Acquisition Topco S.A.R.L (5)	Revolver	1/29/2026		1,770	1/29/2026		1,390	Revolver	1/29/2026		1,770	1/29/2026		1,390
Patriot Growth Insurance Services, LLC (5)	Revolver	10/14/2028		660	10/14/2028		660	Revolver	10/14/2028		660	10/14/2028		660
Patriot Growth Insurance Services, LLC (6)	Delayed Draw Term Loan	7/8/2024		1,343	7/8/2024		2,626	Delayed Draw Term Loan	7/8/2024		986	7/8/2024		2,626
PDFTron Systems Inc. (5)	Revolver	7/15/2026		99		—	—	Revolver	7/15/2026		149		—	—
PharComp Parent B.V.	Delayed Draw Term Loan		—	—	2/18/2023		1,432	Delayed Draw Term Loan		—	—	2/18/2023		1,432
PharComp Parent B.V. (10)	Delayed Draw Term Loan	2/20/2026		2,929	2/18/2023		2,873	Delayed Draw Term Loan		—	2,838	2/18/2023		2,873
Plasma Buyer LLC (PathGroup) (7)	Delayed Draw Term Loan	5/12/2024		1,892	5/12/2024		1,892	Delayed Draw Term Loan	5/12/2024		1,892	5/12/2024		1,892
Plasma Buyer LLC (PathGroup) (5)	Revolver	5/12/2029		811	5/12/2029		811	Revolver	5/12/2029		649	5/12/2029		811
Point Quest Acquisition, LLC (5)	Revolver	8/12/2028		679		—	—	Revolver	8/12/2028		286		—	—
Potter Electric Signal Company (5)	Revolver	12/19/2024		420	12/19/2024		550	Revolver	12/19/2024		550	12/19/2024		550
PPV Intermediate Holdings LLC (Vetcor)	Delayed Draw Term Loan		—	—	2/29/2024		415	Delayed Draw Term Loan		—	—	2/29/2024		415
PPV Intermediate Holdings LLC (Vetcor) (5)	Revolver	8/31/2029		228	8/31/2029		166	Revolver	8/31/2029		228	8/31/2029		166
PPV Intermediate Holdings LLC (Vetcor) (7)	Delayed Draw Term Loan	2/29/2024		32	2/29/2024		234
PPV Intermediate Holdings LLC (Vetcor)								Delayed Draw Term Loan		—	—	2/29/2024		234
Professional Physical Therapy	Revolver		—	—	2/28/2023		188	Revolver		—	—	2/28/2023		188
Premier Dental Care Management, LLC	Delayed Draw Term Loan		—	—	8/5/2023		793	Delayed Draw Term Loan		—	—	8/5/2023		793
Premier Dental Care Management, LLC (5)	Revolver	8/5/2027		1,544	8/5/2027		1,030	Revolver	8/5/2027		1,544	8/5/2027		1,030
PromptCare Intermediate, LP (7)	Delayed Draw Term Loan	9/1/2023		2,172	9/1/2023		2,778
PromptCare Intermediate, LP								Delayed Draw Term Loan		—	—	9/1/2023		2,778
Pushpay USA, INC. (5)	Revolver	5/10/2030		1,429		—	—	Revolver	5/10/2030		1,429		—	—
Pye-Barker Fire & Safety, LLC (5)	Revolver	11/26/2027		1,531	11/26/2027		816	Revolver	11/26/2027		1,531	11/26/2027		816
Pye-Barker Fire & Safety, LLC (11)	Delayed Draw Term Loan	6/15/2024		1,200	6/15/2024		1,200	Delayed Draw Term Loan	6/15/2024		1,197	6/15/2024		1,200
Pye-Barker Fire & Safety, LLC (5)	Revolver	10/1/2024		142	10/1/2024		75	Revolver	10/1/2024		142	10/1/2024		75
Pye-Barker Fire & Safety, LLC (5)	Revolver	11/26/2026		1,811		—	—	Revolver	11/26/2026		1,812		—	—
Quartermaster Newco, LLC (5)	Revolver	7/31/2025		365		—	—
Pye-Barker Fire & Safety, LLC (12)								Delayed Draw Term Loan	11/1/2027		873		—	—
Quorum Health Resources (5)	Revolver	5/26/2027		522		—	—	Revolver	5/26/2027		522		—	—
Receivable Solutions, Inc. (5)	Revolver	10/1/2024		210	10/1/2024		258	Revolver	10/1/2024		300	10/1/2024		258
Ruffalo Noel Levitz, LLC	Revolver		—	—	5/29/2024		75	Revolver		—	—	5/29/2024		75
Safco Dental Supply, LLC (5)	Revolver	6/14/2025		480	6/14/2025		480	Revolver	6/14/2025		420	6/14/2025		480
Seko Global Logistics Network, LLC (5)	Revolver	12/20/2026		1,105	12/20/2026		650	Revolver	12/20/2026		1,105	12/20/2026		650
Seniorlink Incorporated (5)	Revolver	7/17/2026		1,038	7/17/2026		1,038	Revolver	7/17/2026		1,038	7/17/2026		1,038
Slickdeals Holdings, LLC (4)	Revolver	12/31/2024		727	6/12/2023		727	Revolver	6/12/2024		727	6/12/2023		727
smarTours, LLC (5)	Revolver	12/31/2026		378		—	—
Smartronix, LLC (5)	Revolver	11/23/2027		3,290	11/23/2027		3,290	Revolver	11/23/2027		3,290	11/23/2027		3,290
Smile Doctors LLC (5)	Revolver	12/23/2027		1,212	12/23/2027		646	Revolver	12/23/2027		1,262	12/23/2027		646
Smile Doctors LLC	Delayed Draw Term Loan		—	—	12/23/2028		2,010	Delayed Draw Term Loan		—	—	12/23/2028		2,010
Smile Doctors LLC (7)	Delayed Draw Term Loan	2/24/2025		801		—	—	Delayed Draw Term Loan	2/24/2025		310		—	—
Socius Insurance Services, Inc. (5)	Revolver	6/30/2027		525		—	—
Socius Insurance Services, Inc. (5)	Delayed Draw Term Loan	6/30/2027		1,842		—	—
SolutionReach, Inc. (5)	Revolver	1/17/2024		933		—	—	Revolver	1/17/2024		467		—	—
SQAD Holdco, Inc. (7)	Delayed Draw Term Loan	4/25/2024		2,425	4/25/2024		2,425	Delayed Draw Term Loan	4/25/2024		2,425	4/25/2024		2,425
SQAD Holdco, Inc. (5)	Revolver	4/25/2028		840	4/25/2028		840	Revolver	4/25/2028		1,050	4/25/2028		840
Stepping Stones Healthcare Services, LLC (7)	Delayed Draw Term Loan	12/30/2023		1,509	12/30/2023		2,226	Delayed Draw Term Loan	12/30/2023		1,275	12/30/2023		2,226
Stepping Stones Healthcare Services, LLC (7)	Revolver	12/30/2026		1,509	12/30/2026		528	Revolver	12/30/2026		1,623	12/30/2026		528
Summit 7 Systems, LLC (5)	Revolver	5/23/2028		689	5/23/2028		650	Revolver	5/23/2028		1,056	5/23/2028		650
Sun Acquirer Corp.								Delayed Draw Term Loan		—	—	9/8/2027		491
Sun Acquirer Corp. (5)								Revolver	9/8/2027		1,812	9/8/2027		1,812
SuperHero Fire Protection, LLC (5)								Revolver	9/1/2026		65		—	—
Sydney US Buyer Corp. (3B Scientific) (9)								Delayed Draw Term Loan	7/8/2029		199	7/8/2029		1,961
Sydney US Buyer Corp. (3B Scientific)								Revolver		—	—	7/8/2029		654


Sun Acquirer Corp. (7)	Delayed Draw Term Loan	9/8/2027			411	9/8/2027			491
Sun Acquirer Corp. (5)	Revolver	9/8/2027			1,703	9/8/2027			1,812
SuperHero Fire Protection, LLC (5)	Revolver	9/1/2026			65		—		—
Sydney US Buyer Corp. (3B Scientific) (9)	Delayed Draw Term Loan	7/8/2029			1,961	7/8/2029			1,961
Sydney US Buyer Corp. (3B Scientific)	Revolver		—		—	7/8/2029			654
Teal Acquisition Co., Inc	Revolver		—		—	9/22/2026			259
Teal Acquisition Co., Inc (5)										Revolver	9/22/2026			1,277	9/22/2026			259
Team Select (CSC TS Merger SUB, LLC) (5)	Revolver	5/4/2029			650		—		—	Revolver	5/4/2029			650		—		—
Team Select (CSC TS Merger SUB, LLC) (7)	Delayed Draw Term Loan	11/4/2024			1,200		—		—	Delayed Draw Term Loan	11/4/2024			1,200		—		—
Technology Partners, LLC (7)	Revolver	11/16/2027			747		—		—	Revolver	11/16/2027			747		—		—
Technology Partners, LLC (5)	Delayed Draw Term Loan	11/16/2027			1,037		—		—	Delayed Draw Term Loan	11/16/2027			1,037		—		—
The Hilb Group, LLC (5)	Revolver	12/2/2025			265	12/2/2025			340	Revolver	12/2/2025			265	12/2/2025			340
The Hilb Group, LLC (5)	Revolver	12/2/2025			111	12/2/2025			143	Revolver	12/2/2025			111	12/2/2025			143
The Hilb Group, LLC (5)	Delayed Draw Term Loan	12/10/2023			1,358	12/10/2023			1,880	Delayed Draw Term Loan	12/10/2023			800	12/10/2023			1,880
The Hilb Group, LLC (5)	Revolver	12/2/2025			88	12/2/2025			113	Revolver	12/2/2025			88	12/2/2025			113
The Mulch & Soil Company, LLC (5)	Revolver	4/30/2026			952		—		—	Revolver	4/30/2026			886		—		—
TMA Buyer, LLC (5)	Revolver	9/30/2027			385		—		—	Revolver	9/30/2027			385		—		—
Transportation Insight, LLC (5)	Revolver	12/3/2024			750	12/3/2024			750	Revolver	12/3/2024			750	12/3/2024			750
Tricor Borrower, LLC (5)	Revolver	10/22/2026			288		—		—	Revolver	10/22/2026			288		—		—
Tricor Borrower, LLC (7)	Delayed Draw Term Loan	10/22/2026			922		—		—	Delayed Draw Term Loan	10/22/2026			691		—		—
TriStrux, LLC (5)	Revolver	12/15/2026			483		—		—	Revolver	12/15/2026			499		—		—
TriStrux, LLC (7)	Delayed Draw Term Loan	12/15/2026			483		—		—	Delayed Draw Term Loan	12/15/2026			483		—		—
Unifeye Vision Partners (5)	Revolver	9/13/2025			859	9/13/2025			793	Revolver	9/13/2025			1,587	9/13/2025			793
Unifeye Vision Partners	Delayed Draw Term Loan		—		—	9/7/2023			1,199	Delayed Draw Term Loan		—		—	9/7/2023			1,199
United Flow Technologies	Delayed Draw Term Loan		—		—	10/29/2023			82	Delayed Draw Term Loan		—		—	10/29/2023			82
United Flow Technologies (5)	Revolver	10/29/2027			1,600	10/29/2027			1,600	Revolver	10/29/2027			1,040	10/29/2027			1,600
UP Acquisition Corp. (5)	Revolver	5/23/2024			1,250	5/23/2024			807	Revolver	5/23/2024			1,250	5/23/2024			807
Vital Care Buyer, LLC (5)	Revolver	10/19/2025			2,222	10/19/2025			1,852	Revolver	10/19/2025			2,222	10/19/2025			1,852
WhiteHawk III Onshore Fund L.P.	Partnership Interest	7/5/2024			852	7/5/2024			1,700	Partnership Interest	7/5/2024			852	7/5/2024			1,700
Winxnet Holdings LLC	Revolver		—		—	6/29/2023			163	Revolver		—		—	6/29/2023			163
Total				$	176,165			$	158,905				$	157,365			$	158,905

(1)

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)

Unfunded commitments denominated in currencies other than USD have been converted to USD using the applicable foreign currency exchange rate as of ~~June~~September 30, 2023 and December 31, 2022.

(3)

Investment pays ~~0.38~~%0.38% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(4)

Investment pays ~~0.50~~%0.50% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(5)

Investment pays ~~0.75~~%0.75% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(6)

Investment pays ~~1.00~~%1.00% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(7)

Investment pays ~~1.25~~%1.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(8)

Investment pays ~~1.80~~%1.80% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(9)

Investment pays ~~1.95~~%1.95% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(10)

Investment pays ~~2.25~~%2.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(11)

Investment pays ~~4.25~~%4.25% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

(12)

Investment pays ~~5.00~~%5.00% unfunded commitment fee on delayed draw term loan and/or revolving credit facilities.

Other Commitments and Contingencies

In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

Note 9. Net Assets

The following table summarizes the Company’s recent distributions declared:

Date Declared

Record Date

Payment Date

Amount Per Share

Record Date

Payment Date

Dividend Type

Amount Per Share

August 3, 2023

September 29, 2023

October 16, 2023

Regular

0.41

August 3, 2023

August 31, 2023

September 15, 2023

Supplemental

0.08

May 4, 2023

June 30, 2023

July 17, 2023

0.41

June 30, 2023

July 17, 2023

Regular

0.41

February 16, 2023

March 31, 2023

April 17, 2023

0.41

March 31, 2023

April 17, 2023

Regular

0.41

November 4, 2022

December 30, 2022

January 17, 2023

0.41

December 30, 2022

January 17, 2023

Regular

0.41

August 5, 2022

September 30, 2022

October 17, 2022

0.41

September 30, 2022

October 17, 2022

Regular

0.41

May 3, 2022

June 30, 2022

July 15, 2022

0.41

June 30, 2022

July 15, 2022

Regular

0.41

February 18, 2022

March 31, 2022

April 15, 2022

0.41

March 31, 2022

April 15, 2022

Regular

0.41

November 5, 2021

September 2, 2022

September 15, 2022

0.05

September 2, 2022

September 15, 2022

Special

0.05

November 5, 2021

June 3, 2022

June 15, 2022

0.05

June 3, 2022

June 15, 2022

Special

0.05

November 5, 2021

March 4, 2022

March 15, 2022

0.05

March 4, 2022

March 15, 2022

Special

0.05

November 5, 2021

December 3, 2021

December 15, 2021

0.05

November 5, 2021

December 31, 2021

January 17, 2022

0.41

In connection with the FCRD Acquisition, the Company issued 6,174,187 shares as part of the consideration paid for net assets acquired.

At ~~June~~September 30, 2023 and December 31, 2022, Crescent, Sun Life and other related parties owned ~~5.94~~%7.20% and ~~6.59~~%6.59%, respectively, of the outstanding common shares of the Company.

Note 10. Earnings Per Share

In accordance with the provisions of ASC 260 – Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of ~~June~~September 30, 2023 and December 31, 2022, there are no dilutive shares.

The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the following periods (in thousands):


	For the three months ended June 30,					For the six months ended June 30,				For the three months ended September 30,					For the nine months ended September 30,
	2023		2022			2023		2022		2023		2022			2023		2022

Net increase (decrease) in net assets resulting from operations	$	22,580	$	(890	)	$	30,357	$	15,319	$	22,621	$	(2,378	)	$	52,979	$	12,942
Weighted average common shares outstanding		37,061,547		30,887,360			34,776,074		30,887,360		37,061,547		30,887,360			35,546,270		30,887,360
Net increase (decrease) in net assets resulting from operations per common share-basic and diluted	$	0.61	$	(0.03	)	$	0.87	$	0.50	$	0.61	$	(0.08	)	$	1.49	$	0.42

Note 11. Income Taxes

The Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes was as follows (in thousands):


		As of June 30, 2023			As of December 31, 2022				As of September 30, 2023			As of December 31, 2022
Tax Cost		$	1,617,959		$	1,295,847			$	1,602,310		$	1,295,847
Gross Unrealized Appreciation		$	15,048		$	9,274			$	16,089		$	9,274
Gross Unrealized Depreciation			(52,327	)		(42,164	)			(53,570	)		(42,164	)
	Net Unrealized Investment Appreciation (Depreciation)	$	(37,279	)	$	(32,890	)	Net Unrealized Investment Appreciation (Depreciation)	$	(37,481	)	$	(32,890	)

The Company recognized the following income taxes related to Taxable Subsidiaries and excise taxes related to the Company’s status as a RIC:


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,					For the nine months ended September 30,
	2023		2022			2023		2022	2023		2022				2023		2022
Income tax (benefit) provision	$	-	$	47	$	-	$	111	$	-	$	(274	)	$	-	$	(163	)
Excise tax (benefit) provision		340		212		541		303		350		(76	)		890		227
(Benefit) provision for income and excise taxes	$	340	$	259	$	541	$	414	$	350	$	(350	)	$	890	$	64

As of ~~June~~September 30, 2023 and December 31, 2022, $~~561~~$910 and $~~657~~$657 of accrued income and excise taxes remained payable.

The Company recognized the following benefits (provisions) for taxes on realized and unrealized appreciation and depreciation on investments:


	For the three months ended June 30,					For the six months ended June 30,					For the three months ended September 30,						For the nine months ended September 30,
	2023		2022				2023		2022		2023			2022				2023		2022
Benefit (provision) for taxes on realized gain on investments	$	-	$	-		$	252	$	(217	)	$	(120	)	$	(409	)	$	132	$	(626	)
Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments		595		(24	)		555		172			43			(192	)		598		(20	)
Benefit (provision) for taxes on realized and unrealized appreciation (depreciation) on investments	$	595	$	(24	)	$	807	$	(45	)	$	(77	)	$	(601	)	$	730	$	(646	)

As of ~~June~~September 30, 2023 and December 31, 2022, $~~1,324~~$473 and $91,$91, respectively, was included in deferred tax assets on the Consolidated Statements of Assets and Liabilities relating to net operating loss carryforwards and unrealized losses on investments and other temporary book to tax differences that are expected to be used in future periods. As of ~~June~~September 30, 2023 and December 31, 2022, $~~2,134~~$1,240 and $~~899~~,$899, respectively, was included in deferred tax liabilities on the Consolidated Statements of Assets and Liabilities primarily relating to deferred taxes on unrealized gains on investments held in the Company’s corporate subsidiaries and other temporary book to tax differences of the corporate subsidiaries.

Note 12. Financial Highlights

Below is the schedule of the Company’s financial highlights (in thousands, except share and per share data):



	For the six months ended June 30,						For the nine months ended September 30,
	2023			2022			2023			2022
Per Share Data:(1)
Net asset value, beginning of period	$	19.83		$	21.12		$	19.83		$	21.12
Net investment income after tax		1.09			0.90			1.68			1.41
Net realized and unrealized gains (losses) on investments, asset acquisition and forward contracts, net of taxes		(0.22	)		(0.40	)		(0.19	)		(0.99	)
Net increase (decrease) in net assets resulting from operations		0.87			0.50			1.49			0.42
Effects of First Eagle Alternative Capital BDC, Inc. acquisition (Note 13)		(0.30	)		—			(0.30	)		—
Distributions declared from net investment income(2)								(1.31	)		(1.38	)
Effects of rounding		—			(0.01	)		(0.01	)		—
Distributions declared from net investment income(2)		(0.82	)		(0.92	)
Total increase (decrease) in net assets		(0.25	)		(0.43	)		(0.13	)		(0.96	)
Net asset value, end of period	$	19.58		$	20.69		$	19.70		$	20.16
Shares outstanding, end of period		37,061,547			30,887,360			37,061,547			30,887,360
Market value, end of period	$	15.14			15.50		$	17.10			15.02
Weighted average shares outstanding		34,776,074			30,887,360			35,546,270			30,887,360
Total return based on market value (3)		25.34	%		-6.98	%		45.67	%		-7.14	%
Total return based on net asset value (4)		2.87	%		2.32	%		5.95	%		1.99	%
Ratio/Supplemental Data:
Net assets, end of period	$	725,805		$	639,188		$	730,266		$	622,602
Ratio of total net expenses to average net assets(5)(6)		14.11	%		7.92	%		14.27	%		8.02	%
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets (6)		3.66	%		3.33	%		3.64	%		3.23	%
Ratio of net investment income before taxes to average net assets (6)		11.36	%		8.73	%		11.64	%		9.10	%
Ratio of interest and credit facility expenses to average net assets (6)		8.13	%		3.74	%		8.25	%		4.31	%
Ratio of net incentive fees to average net assets (6)		2.32	%		0.85	%		2.38	%		0.48	%
Portfolio turnover (7)		4.61	%		11.45	%		7.55	%		15.98	%
Asset coverage ratio		183	%		196	%		184	%		189	%

(1)

Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

(2)

The per share data for distributions per share reflects the actual amount of distributions declared per share for the applicable periods.

(3)

Total return based on market value is calculated as the change in market value per share during the period, taking into account dividends, if any, reinvested in accordance with the Company’s dividend reinvestment plan.

(4)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share, and not annualized.

(5)

The ratio of total expenses to average net assets in the table above reflects the Adviser’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Company’s ownership in GACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP and a voluntary waiver of income incentive fees to the extent net investment income, excluding the effect of the GAAP incentive fee, falls short of the regular declared dividend on a full dollar basis. Excluding the effects of the voluntary waivers, the ratio of total expenses to average net assets would have been ~~14.14~~%14.30% and 7~~.99~~%8.04% for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

(6)

Annualized.

(7)

Not annualized.

Note 13. First Eagle Alternative Capital BDC, Inc. Acquisition

On March 9, 2023, the Company completed its previously announced acquisition of First Eagle Alternative Capital BDC, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 3, 2022, by and among the Company, FCRD, Echelon Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Acquisition Sub”), Echelon Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Acquisition Sub 2”), and the Adviser (together “FCRD Acquisition”). Pursuant to the Merger Agreement, Acquisition Sub was merged with and into FCRD (the “First Merger”), with FCRD continuing as the surviving corporation and a direct wholly-owned subsidiary of CCAP. Immediately following the First Merger, FCRD was merged with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving entity (the “Surviving Company”). As a result of, and as of the effective time of, the Second Merger, FCRD’s separate corporate existence ceased.

In accordance with the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), holders of shares of FCRD’s common stock, par value $~~0.001~~$0.001 per share (the “FCRD Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding shares held by subsidiaries of FCRD or held, directly or indirectly, by the Company or Acquisition Sub (“Cancelled Shares”)) had their shares of FCRD Common Stock converted to the right to receive, in the aggregate, approximately (1) $~~8,649~~$8,649 in cash payable by the Company (the “CCAP Cash Consideration”), (2) 6,174,187 validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $~~0.001~~$0.001 per share (the “Aggregate Share Consideration” and, together with the CCAP Cash Consideration, the “CCAP Aggregate Merger Consideration”) and (3) $~~35,000~~$35,000 in cash payable by the Adviser (the “CCAP Adviser Cash Consideration”), subject to adjustments for cash payable in lieu of fractional shares.

With respect to the CCAP Aggregate Merger Consideration, record holders of shares of FCRD Common Stock were entitled, with respect to all or any portion of the shares of FCRD Common Stock held as of the Effective Time, to make an election to receive payment for their shares of FCRD Common Stock in cash (an “Election”), subject to the conditions of and certain adjustment mechanisms set forth in the Merger Agreement.

Any record holder of shares of FCRD Common Stock who did not validly make an Election was deemed to have elected to receive shares of the Company’s common stock with respect to the CCAP Aggregate Merger Consideration as payment for their shares of FCRD Common Stock. Each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was effectively made, subject to the conditions and limitations set forth in the Merger Agreement, and not properly revoked or lost was treated as an “Electing Share” and each share of FCRD Common Stock (other than a Cancelled Share) with respect to which an Election was not properly made or such Election was properly revoked was treated as a “Non-Electing Share.”

Applying the adjustment mechanisms in the Merger Agreement among all stockholders who hold Electing Shares, pro rata based on the aggregate number of Electing Shares held by each such stockholder, each Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately $~~0.509~~$0.509 in cash and approximately 0.195 shares of the Company’s common stock (subject to adjustments for cash payable in lieu of fractional shares) and (2) with respect to its share of the CCAP Adviser Cash Consideration, approximately $~~1.17~~$1.17 in cash. Each Non-Electing Share was converted into the right to receive (1) with respect to its share of the CCAP Aggregate Merger Consideration, approximately 0.2209 shares of the the Company’s common stock and (2) with respect to its share of the CCAP Adviser Cash Consideration, approximately $~~1.17~~$1.17 in cash (subject to adjustments for cash payable in lieu of fractional shares).

In addition, in connection with the Merger Agreement, Sun Life, which owns a majority interest in the Adviser, has committed to provide secondary market support and will over time purchase $~~20,000~~up to $20,000 of the combined company’s common stock via a share purchase program.

The FCRD Acquisition was accounted as an asset acquisition because the set of acquired assets did not constitute a business. Accordingly, the fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser equal to the amount by which the fair value of the net assets acquired exceeded the merger consideration paid directly by the Company.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the FCRD Acquisition (in thousands):


Consideration paid by the Company
Aggregate Share Consideration (1)	$	91,257
CCAP Cash Consideration		8,649
Deemed contribution from the Adviser		22,040
Transaction costs		7,565
Total Purchase Price	$	129,511

Assets/(Liabilities) acquired by the Company
Investments, at fair value (2)	$	335,035
Cash and cash equivalents		1,233
Interest and dividend receivable		3,995
Other assets		518
Secured credit facility		(95,200	)
2026 Unsecured Notes - FCRX		(111,600	)
Interest and other debt financing costs payable		(1,198	)
Accrued expenses and other liabilities		(3,272	)
Net Assets Acquired	$	129,511

(1) Common stock consideration was issued at the Company’s closing stock price of $~~14.78~~$14.78 as of March 9, 2023, the closing date of the FCRD Acquisition.

(2) Investments acquired were recorded at fair value at the date of the acquisition, which is also the Company’s initial cost basis.

Note 14. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the items below, there have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of ~~June~~September 30, 2023 and for the ~~six~~nine months ended ~~June~~September 30, 2023.

On ~~May 9, 2023, the Company completed a private offering of $50,000~~ ~~aggregate principal amount of~~ ~~7.54% senior unsecured notes due~~ ~~July 28, 2026. These notes were issued immediately after the repayment of $50,000~~ ~~of the existing 2023 Unsecured Notes on July 28, 2023.~~

On ~~August 3,~~November 2, 2023, the Company’s Board of Directors declared a regular ~~third~~fourth quarter cash dividend of $~~0.41~~$0.41 per share, which will be paid on ~~October~~January 16, ~~2023~~2024 to stockholders of record as of ~~September~~December 29, 2023. Additionally, the Board declared a supplemental cash dividend of $~~0.08~~$0.09 per share which will be paid on ~~September~~December 15, 2023 to stockholders of record as of ~~August 31,~~November 30, 2023. The supplemental dividend is calculated as 50%50% of net investment income in excess of our regular dividend, subject to certain measurement tests and rounded to the nearest penny.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “Company” refer to Crescent Capital BDC, Inc. and its consolidated subsidiaries.

OVERVIEW

We are a specialty finance company focused on lending to middle-market companies. We are incorporated under the laws of the State of Maryland. We were listed and began trading on the NASDAQ stock exchange on February 3, 2020. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (“1940 Act”). In addition, we have elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

We are managed by Crescent Cap Advisors, LLC (the “Adviser”), an investment adviser that is registered with the SEC under the 1940 Act. CCAP Administration, LLC (the “Administrator”), provides the administrative services necessary for us to operate. Our management consists of investment and administrative professionals from the Adviser and Administrator along with our Board. The Adviser directs and executes our investment operations and capital raising activities subject to oversight from the Board, which sets our broad policies. The Board has delegated investment management of our investment assets to the Adviser. The Board consists of six directors, five of whom are independent.

Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through debt and related equity investments. We invest primarily in secured debt (including first lien, unitranche first lien and second-lien debt) and unsecured debt (including mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from our target companies as primary market or private credit investments ~~(i.e.~~(i.e., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market ~~(i.e.~~(i.e., broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, we may from time to time invest in more liquid broadly syndicated loans to complement our private credit transactions.

“First lien” investments are senior loans on a lien basis to other liabilities in the issuer’s capital structure that have the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets.

“Unitranche first lien” investments are loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate.

“Second lien” investments are loans with a second priority lien on all existing and future assets of the portfolio company. The security interest ranks below the security interests of any first lien and unitranche first lien lenders in those assets.

“Unsecured debt” investments are loans that generally rank senior to a borrower’s equity securities and junior in right of payment to such borrower’s other senior indebtedness.

FCRD Acquisition

On March 9, 2023, we completed the previously announced acquisition of First Eagle Alternative Capital BDC, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 3, 2022. The board of directors of both companies each unanimously approved the FCRD Acquisition and on March 7, 2023, FCRD’s stockholders approved the merger. In accordance with the terms of the Merger Agreement, holders of shares of FCRD’s common stock had their shares of FCRD common stock converted to the right to receive, in the aggregate, approximately (1) $8.6 million in cash payable by the Company, (2) 6,174,187 validly issued, fully paid and non-assessable shares of our common stock, and (3) $35.0 million in cash payable by the Adviser. This transaction resulted in our then-existing stockholders owning approximately 83% and FCRD’s then-existing stockholders owning approximately 17% of our common stock.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. The critical accounting policies should be read in connection with our risk factors as disclosed herein.

For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.

COMPONENTS OF OPERATIONS

Investments

We expect our investment activity to vary substantially from period to period depending on many factors, the general economic environment, the amount of capital we have available to us, the level of merger and acquisition activity for middle-market companies, including the amount of debt and equity capital available to such companies and the competitive environment for the type of investments we make. In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.

We may not invest in any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the investments are made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

The Investment Adviser

Our investment activities are managed by the Adviser, which is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. The Adviser has entered into a resource sharing agreement with Crescent Capital Group LP (“Crescent”), pursuant to which Crescent provides the Adviser with experienced investment professionals (including the members of the Adviser’s investment committee) and access to Crescent’s resources so as to enable the Adviser to fulfill its obligations under the Investment Advisory Agreement. Through the resource sharing agreement, the Adviser intends to capitalize on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Crescent’s investment professionals. On January 5, 2021, Sun Life Financial Inc. (together with its subsidiaries and joint ventures, “Sun Life”) acquired a majority interest in Crescent (the “Sun Life Transaction”). There were no changes to our investment objective, strategies and process or to the Crescent team responsible for the investment operations as a result of the Sun Life Transaction.

Revenues

We generate revenue primarily in the form of interest income on debt investments, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. We also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into income over the life of the loan using the effective yield method.

Dividend income from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. Dividend income from preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected.

We may receive other income, which may include income such as consent, waiver, amendment, underwriting, and arranger fees associated with our investment activities as well as any fees for managerial assistance services rendered to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Expenses

Our primary operating expenses include the payment of management fees and incentive fees to the Adviser under the Investment Advisory Agreement, as amended, our allocable portion of overhead expenses under the administration agreement with our Administrator (the “Administration Agreement”), operating costs associated with our sub-administration agreement and other operating costs described below. The management and incentive fees compensate the Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

•

fees and expenses associated with independent audits and outside legal costs;

•

independent directors’ fees and expenses;

•

administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, rent and the allocable portion of the cost of certain professional services provided to us, including but not limited to, our accounting professionals, our legal counsel and compliance professionals);

•

U.S. federal, state and local taxes;

•

the cost of effecting sales and repurchases of shares of our common stock and other securities;

•

fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

•

out-of-pocket fees and expenses associated with marketing efforts;

•

federal and state registration fees and any stock exchange listing fees;

•

brokerage commissions;

•

costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws;

•

debt service and other costs of borrowings or other financing arrangements; and

•

all other expenses reasonably incurred by us in connection with making investments and administering our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

Leverage

Our financing facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks.

In accordance with applicable SEC staff guidance and interpretations, effective May 5, 2020 with shareholder approval, we, as a BDC, are permitted to borrow amounts such that our asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. The amount of leverage that we employ depends on our Adviser’s and our Board’s assessment of market conditions and other factors at the time of any proposed borrowing.

PORTFOLIO INVESTMENT ACTIVITY

We seek to create a broad and diversified portfolio that generally includes senior secured first lien, unitranche, senior secured second lien, unsecured loans and minority equity securities of U.S. middle market companies. The size of our individual investments varies proportionately with the size of our capital base. We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity.

Our portfolio at fair value was comprised of the following:


($ in millions)	As of June 30, 2023					As of December 31, 2022					As of September 30, 2023					As of December 31, 2022
Investment Type	Fair Value		Percentage			Fair Value		Percentage			Fair Value		Percentage			Fair Value		Percentage
Senior Secured First Lien	$	445.5		28.1	%	$	301.0		23.8	%	$	445.0		28.4	%	$	301.0		23.8	%
Unitranche First Lien		955.0		60.4			824.1		65.2			938.9		60.0			824.1		65.2
Unitranche First Lien - Last Out		14.3		0.9			13.8		1.1			13.8		0.9			13.8		1.1
Senior Secured Second Lien		57.2		3.6			60.9		4.8			57.6		3.7			60.9		4.8
Unsecured Debt		5.6		0.4			4.5		0.4			6.3		0.4			4.5		0.4
Equity & Other		48.9		3.1			44.9		3.6			49.0		3.1			44.9		3.6
LLC/LP Equity Interests		54.6		3.5			13.8		1.1			54.2		3.5			13.8		1.1
Total investments	$	1,581.1		100.0	%	$	1,263.0		100.0	%	$	1,564.8		100.0	%	$	1,263.0		100.0	%

The following table shows our investment activity by investment type:


($ in millions)	For the three months ended				For the six months ended					For the three months ended					For the nine months ended
	June 30, 2023		June 30, 2022		June 30, 2023(1)			June 30, 2022		September 30, 2023			September 30, 2022		September 30, 2023			September 30, 2022
New investments at cost:
Senior Secured First Lien	$	13.1	$	34.9	$	22.5		$	44.3	$	17.6		$	18.4	$	40.1		$	62.7
Unitranche First Lien		25.0		68.5		43.4			118.5		26.9			64.5		70.3			183.0
Unitranche First Lien - Last Out		—		4.0		—			4.0		—			—		—			4.0
Senior Secured Second Lien		—		—		—			—		—			2.5		—			2.5
Unsecured Debt		—		—		0.2			—		0.3			0.7		0.5			0.7
Equity & Other		—		3.1		0.2			3.1		0.3			1.4		0.5			4.5
LLC/LP Equity Interests		—		1.9		0.8			2.4		—			2.3		0.8			4.7
Total	$	38.1	$	112.4	$	67.1		$	172.3	$	45.1		$	89.8	$	112.2		$	262.1
Proceeds from investments sold or repaid:
Senior Secured First Lien	$	14.5	$	20.7	$	61.0		$	37.5	$	19.1		$	24.7	$	80.1		$	62.2
Unitranche First Lien		8.6		55.1		16.8			58.9		41.4			21.6		58.2			80.5
Unitranche First Lien - Last Out		—		1.6		—			3.9		—			1.2		—			5.1
Senior Secured Second Lien		4.5		—		4.5			9.3		—			—		4.5			9.3
Unsecured Debt		—		—		—			1.9		—			—		—			1.9
Equity & Other		—		0.1		—			14.0		—			0.9		—			14.9
LLC/LP Equity Interests		—		19.6		0.2			20.9		1.6			11.3		1.8			32.2
Total	$	27.6	$	97.1	$	82.5		$	146.4	$	62.1		$	59.7	$	144.6		$	206.1
Net increase (decrease) in portfolio	$	10.5	$	15.3	$	(15.4	)	$	25.9	$	(17.0	)	$	30.1	$	(32.4	)	$	56.0

(1)

Excludes $335.0 million of assets at cost acquired in connection with the First Eagle Acquisition. The assets acquired, at cost, were comprised of $185.1 million of Senior Secured First Lien, $100.1 million of Unitranche First Lien, $2.8 million of Equity investments, and $47.0 million of LLC/LP Equity Interests

The following table presents certain selected information regarding our investment portfolio:


	As of June 30, 2023			As of December 31, 2022			As of September 30, 2023			As of December 31, 2022
Weighted average yield on income producing securities (at cost) (1)		11.7	%		10.8	%		11.9	%		10.8	%
Percentage of debt bearing a floating rate (at fair value)		98.6	%		98.8	%		98.6	%		98.8	%
Percentage of debt bearing a fixed rate (at fair value)		1.4	%		1.2	%		1.4	%		1.2	%
Number of portfolio companies	187			129			185			129

(1)

Yield excludes investments on non-accrual status.

The following table shows the amortized cost and fair value of our performing and non-accrual debt and income producing debt securities:


($ in millions)	As of June 30, 2023										As of December 31, 2022										As of September 30, 2023										As of December 31, 2022
	Cost		% of Cost			Fair Value		% of Fair Value			Cost		% of Cost			Fair Value		% of Fair Value			Cost		% of Cost			Fair Value		% of Fair Value			Cost		% of Cost			Fair Value		% of Fair Value
Performing	$	1,476.8		97.8	%	$	1,452.2		98.3	%	$	1,216.9		98.0	%	$	1,190.0		98.8	%	$	1,463.5		97.7	%	$	1,435.0		98.2	%	$	1,216.9		98.0	%	$	1,190.0		98.8	%
Non-Accrual		33.3		2.2	%		25.5		1.7	%		25.1		2.0	%		14.3		1.2	%		33.9		2.3	%		26.6		1.8	%		25.1		2.0	%		14.3		1.2	%
Total	$	1,510.1		100.0	%	$	1,477.7		100.0	%	$	1,242.0		100.0	%	$	1,204.3		100.0	%	$	1,497.4		100.0	%	$	1,461.6		100.0	%	$	1,242.0		100.0	%	$	1,204.3		100.0	%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

As of ~~June~~September 30, 2023, we had sixteen investments across ~~eight~~nine portfolio companies on non-accrual status, which represented ~~2.2%~~2.3% and ~~1.7%~~1.8% of the total debt investments at cost and fair value, respectively. As of December 31, 2022, we had six investments across four portfolio companies on non-accrual status, which represented 2.0% and 1.2% of the total debt investments at cost and fair value, respectively. The remaining debt investments were performing and current on their interest payments as of ~~June~~September 30, 2023 and December 31, 2022.

The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

review of monthly and quarterly financial statements and financial projections for portfolio companies;

•

contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the industry; and

•

attendance and participation in board meetings.

As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:

Involves the least amount of risk relative to cost or amortized cost. Investment performance is above expectations since origination or acquisition. Trends and risk factors are generally favorable, which may include financial performance or a potential exit.

Involves a level of risk that is similar to the risk at the time of origination or acquisition. The investment is generally performing as expected, and the risks around our ability to ultimately recoup the cost of the investment are neutral to favorable relative to the time of origination or acquisition. New investments are generally assigned a rating of 2 at origination or acquisition.

Indicates an investment performing below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased since origination or acquisition. For debt investments, borrowers are more likely than not in compliance with debt covenants and loan payments are generally not past due. An investment rating of 3 requires closer monitoring.

Indicates an investment performing materially below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased materially since origination or acquisition. For debt investments, borrowers may be out of compliance with debt covenants and loan payments may be past due (but generally not more than 180 days past due). Non-accrual status is strongly considered for debt investments rated 4.

Indicates an investment performing substantially below expectations where the risks around our ability to ultimately recoup the cost of the investment have substantially increased since origination or acquisition. We do not expect to recover our initial cost basis from investments rated 5. Debt investments with an investment rating of 5 are generally in payment and/or covenant default and are on non-accrual status.

The following table shows the composition of our portfolio on the 1 to 5 investment performance rating scale. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.


($ in millions)	As of June 30, 2023					As of December 31, 2022					As of September 30, 2023					As of December 31, 2022
	Investments at		Percentage of			Investments at		Percentage of			Investments at		Percentage of			Investments at		Percentage of
Investment Performance Rating	Fair Value		Total Portfolio			Fair Value		Total Portfolio			Fair Value		Total Portfolio			Fair Value		Total Portfolio
1		12.0		0.8	%		12.4		1.0	%		11.8		0.8	%		12.4		1.0	%
2		1,366.6		86.4			1,087.6		86.1			1,384.9		88.5			1,087.6		86.1
3		180.3		11.4			136.7		10.8			145.7		9.3			136.7		10.8
4		22.2		1.4			26.3		2.1			22.4		1.4			26.3		2.1
5		—		0.0			—		0.0			—		0.0			—		0.0
Total		1,581.1		100.0	%		1,263.0		100.0	%		1,564.8		100.0	%		1,263.0		100.0	%

RESULTS OF OPERATIONS

Summary Statement of Operations


(in $ millions)	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Total investment income	$	46.7		$	26.7		$	86.0		$	53.2		$	48.2		$	29.0		$	134.2		$	82.1
Total net expenses		26.1			11.2			48.0			25.5			26.4			13.0			74.4			38.5
Net investment income	$	20.6		$	15.5		$	38.0		$	27.7		$	21.8		$	16.0		$	59.8		$	43.6
Net realized gain (loss) on investments and forward contracts		(6.6	)		(1.8	)		(6.3	)		6.8			0.0			(2.1	)		(6.3	)		4.7
Net unrealized appreciation (depreciation) on investments, forward contracts and foreign transactions		8.0			(14.6	)		(2.1	)		(19.1	)		0.9			(15.6	)		(1.2	)		(34.7	)
Net realized and unrealized gains (losses)	$	1.4		$	(16.4	)	$	(8.4	)	$	(12.3	)	$	0.9		$	(17.7	)	$	(7.5	)	$	(30.0	)
Benefit (provision) for taxes on realized and unrealized appreciation (depreciation) on investments		0.6			(0.0	)		0.8			(0.1	)		(0.1	)		(0.7	)		0.7			(0.7	)
Net increase (decrease) in net assets resulting from operations	$	22.6		$	(0.9	)	$	30.4		$	15.3		$	22.6		$	(2.4	)	$	53.0		$	12.9

Investment Income


(in $ millions)	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Interest from investments	$	43.1	$	24.4	$	79.0	$	48.5	$	44.6	$	27.2	$	123.5	$	75.7
Dividend Income		3.4		2.1		6.8		4.4		3.2		1.6		9.9		6.0
Other Income		0.2		0.2		0.2		0.3		0.4		0.2		0.8		0.4
Total investment income	$	46.7	$	26.7	$	86.0	$	53.2	$	48.2	$	29.0	$	134.2	$	82.1

Interest income, which includes amortization of upfront fees, increased from ~~$24.4~~$27.2 million, for the three months ended ~~June~~September 30, 2022, to ~~$43.1~~$44.6 million for the three months ended ~~June~~September 30, 2023, due to a rise in benchmark rates, the FCRD Acquisition and the organic growth of our income producing portfolio. Included in interest from investments for the three months ended ~~June~~September 30, 2023 and 2022 are ~~$0.1~~$0.5 million and $0.3 million of accelerated accretion of OID related to paydown activity, respectively.

Dividend income increased from ~~$2.1~~$1.6 million for the three months ended ~~June~~September 30, 2022 to ~~$3.4~~$3.2 million for the three months ended ~~June~~September 30, 2023 due to higher dividend distributions from our portfolio companies. For the three months ended ~~June~~September 30, 2023 and 2022, we recorded ~~$0.2~~$0.4 million and $0.2 million of other income, respectively.

Interest income, which includes amortization of upfront fees, increased from ~~$48.5~~$75.7 million, for the ~~six~~nine months ended ~~June~~September 30, 2022, to ~~$79.0~~$123.5 million for the ~~six~~nine months ended ~~June~~September 30, 2023, due to a rise in benchmark rates, the FCRD Acquisition and the organic growth of our income producing portfolio. Included in interest from investments for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 are ~~$0.2~~$0.7 million and ~~$0.3~~$2.1 million of accelerated accretion of OID related to paydown activity, respectively.

Dividend income increased from ~~$4.4~~$6.0 million for the ~~six~~nine months ended ~~June~~September 30, 2022 to ~~$6.8~~$9.9 million for the ~~six~~nine months ended ~~June~~September 30, 2023 due to higher dividend distributions from our portfolio companies. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, we recorded ~~$0.2~~$0.8 million and ~~$0.3~~$0.4 million of other income, respectively.

Expenses


(in $ millions)	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Interest and other debt financing costs	$	15.3		$	6.6		$	27.6		$	12.0		$	15.4		$	8.7		$	43.0		$	20.7
Management fees		5.0			4.1			9.5			8.1			5.1			4.1			14.5			12.2
Income based incentive fees		4.3			2.6			8.0			5.3			4.6			2.7			12.6			8.0
Capital gains based incentive fees		-			(2.9	)		-			(2.1	)		-			(3.0	)		-			(5.3	)
Professional fees		0.4			0.3			0.7			0.7			0.4			0.3			1.1			1.0
Directors’ fees		0.1			0.1			0.3			0.2			0.2			0.1			0.5			0.4
Other general and administrative expenses		0.9			0.6			1.6			1.4			0.5			0.7			2.1			2.1
Total expenses	$	26.0		$	11.4		$	47.7		$	25.6		$	26.2		$	13.6		$	73.8		$	39.1
Management fee waiver		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.2	)
Income based incentive fees waiver		(0.1	)		(0.4	)		(0.1	)		(0.4	)		(0.1	)		(0.1	)		(0.2	)		(0.5	)
Net expenses	$	25.8		$	10.9		$	47.5		$	25.1		$	26.0		$	13.4		$	73.5		$	38.4
Provision for income and excise taxes		0.3			0.3			0.5			0.4			0.4			(0.4	)		0.9			0.1
Total	$	26.1		$	11.2		$	48.0		$	25.5		$	26.4		$	13.0		$	74.4		$	38.5

Interest and other debt financing costs

Interest and other debt financing costs include interest, amortization of deferred financing costs including upfront commitment fees and unused fees on our credit facilities. For the three months ended ~~June~~September 30, 2023 and 2022 interest and other debt financing costs were ~~$15.3~~$15.4 million and ~~$6.6~~$8.7 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 interest and other debt financing costs were ~~$27.6~~$43.0 million and ~~$12.0~~$20.7 million, respectively. The increase in interest and other debt financing costs was due to a higher weighted average debt outstanding and higher weighted average cost of debt related to a rise in benchmark rates.

Base Management Fees

For the three months ended ~~June~~September 30, 2023 and 2022, we incurred management fees of ~~$5.0~~$5.1 million and $4.1 million, respectively, of which $0.1 million and $0.1 million, respectively, were waived. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, we incurred management fees of ~~$9.5~~$14.5 million and ~~$8.1~~$12.2 million, respectively, of which $0.1 million and ~~$0.1~~$0.2 million, respectively, were waived. The increase in net management fees was driven by growing assets under management.

Incentive Fees

For the three months ended ~~June~~September 30, 2023 and 2022, we incurred income based incentive fees of ~~$4.3~~$4.6 million and ~~$2.6~~$2.7 million, of which $0.1 million and ~~$0.4~~$0.1 million, respectively, were waived. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, we incurred income based incentive fees of ~~$8.0~~$12.6 million and ~~$5.3~~$8.0 million, of which ~~$0.1~~$0.2 million and ~~$0.4~~$0.5 million, respectively, were waived. The increase in net incentive fees was driven by growing investment income.

For the three months ended ~~June~~September 30, 2023 and 2022 we recorded $0 and ~~$(2.9)~~$(3.0) million, respectively, of capital gains based incentive fees. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 we recorded $0 and ($~~2.1)~~5.3) million, respectively, of capital gains based incentive fees. As of ~~June~~September 30, 2023 and December 31, 2022, no capital gains based incentive fees were outstanding. The fluctuation in accumulated incentive fees on cumulative unrealized capital appreciation was attributable to the inception to date performance of the investment portfolio.

Professional Fees and Other General and Administrative Expenses

Professional fees generally include expenses from independent auditors, tax advisors, legal counsel and third party valuation agents. Other general and administrative expenses generally include overhead and staffing costs allocated from the Administrator, insurance premiums, sub-administration expenses and miscellaneous administrative costs associated with our operations and investment activity.

For the three months ended ~~June~~September 30, 2023 and 2022, professional fees were $0.4 million and $0.3 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, professional fees were ~~$0.7~~$1.1 million and ~~$0.7~~$1.0 million, respectively.

For the three months ended ~~June~~September 30, 2023 and 2022, other general and administrative expenses were ~~$0.9~~$0.5 million and ~~$0.6~~$0.7 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, other general and administrative expenses were ~~$1.6~~$2.1 million and ~~$1.4~~$2.1 million, respectively. ~~The increase in the comparative periods' other general and administrative expenses was attributable to higher costs associated with servicing a larger portfolio.~~

Income and Excise Taxes

For the three months ended ~~June~~September 30, 2023 and 2022, we expensed (reversed) income and excise taxes of $0.4 million and $(0.4) million, respectively. For the nine months ended September 30, 2023 and 2022, we expensed income and excise taxes of ~~$0.3~~$0.9 million and ~~$0.3 million, respectively. For the six months ended June 30, 2023 and 2022, we expensed income and excise taxes of $0.5 million and $0.4~~$0.1 million, respectively.

Net Investment Income

For the three months ended ~~June~~September 30, 2023 and 2022, GAAP net investment income was ~~$20.6~~$21.8 million or ~~$0.56~~$0.59 per share and ~~$15.5~~$16.0 million or ~~$0.50~~$0.52 per share, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, GAAP net investment income was ~~$38.0~~$59.8 million or ~~$1.09~~$1.68 per share and ~~$27.7~~$43.6 million or ~~$0.90~~$1.41 per share, respectively. The increase in the per share net investment income was due to higher investment income earned year to date.

For the three months ended ~~June~~September 30, 2023 and 2022, net investment income excluding capital gains incentive fees (“Adjusted Net Investment Income”) was ~~$20.6~~$21.8 million or ~~$0.56~~$0.59 per share and ~~$12.7~~$13.0 million or ~~$0.41~~$0.42 per share, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, Adjusted Net Investment Income was ~~$38.0~~$59.8 million or ~~$1.09~~$1.68 per share and ~~$25.6~~$38.3 million or ~~$0.83~~$1.24 per share, respectively. The increase in the per share Adjusted Net Investment Income was due to higher investment income earned year to date.

The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to Adjusted Net Investment Income for the periods presented:


(in $ millions)	For the three months ended June 30,										For the six months ended June 30,										For the three months ended September 30,										For the nine months ended September 30,
	2023				2022						2023				2022						2023				2022						2023				2022
	Amount		Per Share		Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount		Per Share		Amount			Per Share
GAAP net investment income	$	20.6	$	0.56	$	15.5		$	0.50		$	38.0	$	1.09	$	27.7		$	0.90		$	21.8	$	0.59	$	16.0		$	0.52		$	59.8	$	1.68	$	43.6		$	1.41
Capital gains based incentive fee		-		-		(2.8	)		(0.09	)		-		-		(2.1	)		(0.07	)		-		-		(3.0	)		(0.10	)		-		-		(5.3	)		(0.17	)
Adjusted Net Investment Income	$	20.6	$	0.56	$	12.7		$	0.41		$	38.0	$	1.09	$	25.6		$	0.83		$	21.8	$	0.59	$	13.0		$	0.42		$	59.8	$	1.68	$	38.3		$	1.24

On a supplemental basis, we are disclosing Adjusted Net Investment Income and per share Adjusted Net Investment Income, each of which is a financial measure that is calculated and presented on a basis of methodology other than in accordance with U.S. GAAP (“non-GAAP”). Adjusted Net Investment Income represents net investment income, excluding capital gains incentive fees. We use this non-GAAP financial measure internally to analyze and evaluate financial results and performance and believe that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends without giving effect to capital gains incentive fees. The Investment Advisory Agreement provides that a capital gains-based incentive fee is determined and paid annually with respect to realized capital gains (but not unrealized capital appreciation) to the extent such realized capital gains exceed realized capital losses and unrealized capital depreciation on a cumulative basis. We believe that Adjusted Net Investment Income is a useful performance measure because it reflects the net investment income produced on the Company’s investments during a period without giving effect to any changes in the value of such investments and any related capital gains incentive fees between periods. The presentation of Adjusted Net Investment Income is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

Net Realized and Unrealized Gains and Losses

We value our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation (depreciation) on investments. Net realized gains (losses) and net unrealized appreciation (depreciation) on our investment portfolio were comprised of the following:


($ in millions)	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the six months ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Realized losses on non-controlled and non-affiliated investments	$	(6.6	)	$	—		$	(6.6	)	$	—		$	—		$	(1.5	)	$	(6.6	)	$	(1.6	)
Realized gains on non-controlled and non-affiliated investments		0.1			—			0.4			1.3			0.0			0.3			0.4			1.6
Realized losses on non-controlled and affiliated investments		—			—			—			—			—			—			—			—
Realized gains on non-controlled and affiliated investments		—			—			—			7.1			—			—			—			7.1
Realized losses on controlled investments		—			(1.7	)		—			(1.7	)		—			(0.8	)		—			(2.5	)
Realized gains on controlled investments		—			—			—			—			—			—			—			—
Realized losses on foreign currency forwards		—			—			—			—			—			—			—			—
Realized gains on foreign currency forwards		—			—			—			—			—			—			—			—
Realized losses on foreign currency transactions		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.0	)		(0.1	)		(0.1	)		(0.1	)
Realized gains on foreign currency transactions		—			—			—			0.2			—			—			—			0.2
Net realized gains (losses) on investments	$	(6.6	)	$	(1.8	)	$	(6.3	)	$	6.8		$	(0.0	)	$	(2.1	)	$	(6.3	)	$	4.7
Change in unrealized depreciation on non-controlled and non-affiliated investments		(12.9	)		(22.6	)		(21.6	)		(27.0	)		(12.6	)		(24.2	)		(25.2	)		(45.2	)
Change in unrealized appreciation on non-controlled and non-affiliated investments		23.5			4.5			27.1			8.0			11.8			8.7			30.0			10.8
Change in unrealized depreciation on foreign currency translation		(0.5	)		—			(1.0	)		—			1.2			—			0.2			—
Change in unrealized appreciation on foreign currency translation		—			0.2			—			0.2			—			1.1			—			1.3
Change in unrealized depreciation on non-controlled and affiliated investments		(0.1	)		(2.2	)		(0.3	)		(4.8	)		(4.4	)		(6.1	)		(3.9	)		(10.7	)
Change in unrealized appreciation on non-controlled and affiliated investments		0.3			0.7			0.8			0.3			0.4			0.2			0.4			0.2
Change in unrealized depreciation on controlled and affiliated investments		(2.1	)		(0.9	)		(6.7	)		(1.6	)		(0.6	)		(1.0	)		(5.9	)		(2.4	)
Change in unrealized appreciation on controlled and affiliated investments		0.4			0.2			0.7			0.2			3.1			—			2.4			—
Change in unrealized depreciation on foreign currency forwards		—			—			—			—			—			—			—			—
Change in unrealized appreciation on foreign currency forwards		(0.6	)		5.5			(1.2	)		5.6			2.0			5.7			0.8			11.3
Net unrealized appreciation (depreciation) on investments		8.0			(14.6	)		(2.2	)		(19.1	)		0.9			(15.6	)		(1.2	)		(34.7	)
Net realized and unrealized gains (losses) on investments and asset acquisition		1.4			(16.4	)		(8.5	)		(12.3	)		0.9			(17.7	)		(7.5	)		(30.0	)

Hedging

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks. Generally, we do not intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which are in compliance with applicable legal and regulatory requirements, may include the use of various instruments, including futures, options and forward contracts. We bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, our average U.S. Dollar notional exposure to foreign currency forward contracts were $99.4 million and ~~$98.3~~$98.7 million, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments; (2) the cost of operations (including paying the Adviser); (3) debt service, repayment, and other financing costs; and (4) cash distributions to the holders of our common stock. We expect to generate additional liquidity from (1) future offerings of securities, (2) future borrowings and (3) cash flows from operations, including investment sales and repayments as well as income earned on investments.

As of ~~June~~September 30, 2023, we had ~~$21.5~~$22.8 million in cash and cash equivalents and restricted cash and cash equivalents and ~~$314.5~~$317.3 million of undrawn capacity on our senior revolving credit and special purpose vehicle asset facilities, subject to borrowing base and other limitations. As of ~~June~~September 30, 2023, the undrawn capacity under our facilities and cash and cash equivalents were in excess of our unfunded commitments.

As of ~~June~~September 30, 2023, we were in compliance with our asset coverage requirements under the 1940 Act. In addition, we were in compliance with all the financial covenant requirements of our credit facilities as of ~~June~~September 30, 2023. However, an increase in realized losses or unrealized depreciation of our investment portfolio or significant reductions in our net asset value as a result of the effects of the rising rate environment and the potential for a recession increase the risk of breaching the relevant covenants requirements. Any breach of these requirements may adversely affect the access to sufficient debt and equity capital.

Capital Share Activity

In connection with the FCRD Acquisition, we issued 6,174,187 shares as part of the consideration paid for net assets acquired.

Debt


($ in millions)	June 30, 2023								December 31, 2022								September 30, 2023								December 31, 2022
	Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)		Aggregate Principal Amount Committed		Drawn Amount		Amount Available (1)		Carrying Value(2)(3)
SPV Asset Facility	$	500.0	$	231.1	$	268.9	$	231.1	$	350.0	$	233.0	$	117.0	$	233.0	$	500.0	$	314.7	$	185.3	$	314.7	$	350.0	$	233.0	$	117.0	$	233.0
SMBC Corporate Revolving Facility		385.0		339.4		45.6		339.4		350.0		241.8		108.2		241.8		385.0		253.0		132.0		253.0		350.0		241.8		108.2		241.8
2023 Unsecured Notes		50.0		50.0		—		50.0		50.0		50.0		—		50.0
2026 Unsecured Notes		135.0		135.0		—		135.0		135.0		135.0		—		135.0
2026 Unsecured Notes - FCRX		111.6		111.6		—		111.6		—		—		—		—
Series 2020A Unsecured Notes																		—		—		—		—		50.0		50.0		—		50.0
Series 2021A Unsecured Notes																		135.0		135.0		—		135.0		135.0		135.0		—		135.0
FCRX Unsecured Notes																		111.6		111.6		—		111.6		—		—		—		—
Series 2023A Unsecured Notes																		50.0		50.0		—		50.0		—		—		—		—
Total Debt	$	1,181.6	$	867.1	$	314.5	$	867.1	$	885.0	$	659.8	$	225.2	$	659.8	$	1,181.6	$	864.3	$	317.3	$	864.3	$	885.0	$	659.8	$	225.2	$	659.8

(1)

The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments.

(2)

Amount presented excludes netting of deferred financing costs.

The combined weighted average interest rate of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was ~~6.82%~~6.96% and ~~3.71%~~4.15%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was ~~$810.8~~$825.6 million and ~~$649.4~~$665.6 million, respectively. As of ~~June~~September 30, 2023 and December 31, 2022, the weighted average cost of debt was ~~6.73%~~7.01% and 6.23%, respectively.

SPV Asset Facility

On March 28, 2016, Crescent Capital BDC Funding, LLC (“CCAP SPV”), a wholly owned subsidiary of CCAP, entered into a loan and security agreement, as amended from time to time (the “SPV Asset Facility”), with us as the collateral manager, seller and equity holder, CCAP SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. We consolidate CCAP SPV in our consolidated financial statements and no gain or loss is recognized from the transfer of assets to and from CCAP SPV.

The maximum commitment amount under the SPV Asset Facility is $500.0 million, and may be increased with the consent of Wells Fargo or reduced upon our request. Proceeds of the advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to us in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of (a) the date the borrower voluntarily reduces the commitments to zero, (b) March 7, 2028 and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at daily simple SOFR plus a 2.75% margin with no floor. We pay unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The unused facility fee rate may vary based on the utilization. The SPV Asset Facility includes customary covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

The facility size is subject to availability under the borrowing base, which is based on the amount of CCAP SPV’s assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.

SMBC Corporate Revolving Facility

On October 27, 2021, we entered into a senior secured revolving credit agreement, as amended from time to time, with Sumitomo Mitsui Banking Corporation, as administrative agent, collateral agent and lender (the “SMBC Corporate Revolving Facility”). The maximum principal amount of the SMBC Corporate Revolving Facility is $385.0 million, subject to availability under the borrowing base. Borrowings under the SMBC Corporate Revolving Facility bear interest at adjusted SOFR plus 1.875% or 2.000%, subject to certain provisions in the SMBC Corporate Revolving Facility agreement, with no benchmark rate floor. We pay unused facility fees of 0.375% per annum on committed but undrawn amounts under the SMBC Corporate Revolving Facility. Any amounts borrowed under the SMBC Corporate Revolving Facility, and all accrued and unpaid interest, will be due and payable, on October 27, 2026.

~~2023~~ Series 2020AUnsecured Notes

On July 30, 2020, we completed a private offering of $~~50.0~~$50.0 million aggregate principal amount of 5.95% senior unsecured notes due July 30, 2023 (the ~~“2023~~“Series 2020A Unsecured Notes”). The ~~2023~~Series 2020A Unsecured Notes were issued in two $25.0 million issuances on July 30, 2020 and October 28, 2020. On July 28, 2023, Series 2020A Unsecured Notes were repaid upon the issuance of the Series 2023A Unsecured Notes, as defined below.

The 2023 Unsecured Notes will mature on July 30, 2023 and may be redeemed in whole or in part, at the Company’s option, at any time or from time to time at par plus accrued interest. Interest on the 2023 Unsecured Notes is due and payable semiannually in arrears on January 30 and July 30 of each year.

~~2026~~Series 2021A Unsecured Notes

On February 17, 2021, we completed a private offering of $~~135.0~~$135.0 million aggregate principal amount of4.00% senior unsecured notes due February 17, 2026 (the ~~“2026~~“Series 2021A Unsecured Notes”). The initial issuance of $50.0 million of ~~2026~~Series 2021A Unsecured Notes closed February 17, 2021. The issuance of the remaining $85.0 million of 2026 Unsecured Notes closed on May 5, 2021.

The ~~2026~~Series 2021A Unsecured Notes will mature on February 17, 2026 and may be redeemed in whole or in part, at our option, at any time or from time to time at par plus a “make-whole” premium, if applicable. Interest on the ~~2026~~Series 2021A Unsecured Notes is due and payable semiannually in arrears on February 17 and August 17 of each year.

~~100~~

~~2026~~FCRX Unsecured Notes ~~- FCRX~~

On March 9, 2023, in connection with the FCRD Acquisition, we assumed $~~111.6~~$111.6 million of unsecured notes ("~~2026~~FCRX Unsecured ~~Notes - FCRX"~~Notes"). The ~~2026~~FCRX Unsecured ~~Notes - FCRX~~Note mature on May 25, 2026 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after May 25, 2023. The ~~2026~~FCRX Unsecured ~~Notes - FCRX~~Note bear interest at a rate of 5.00% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year. The ~~2026~~FCRX Unsecured ~~Notes - FCRX~~Note trade on the New York Stock Exchange under the trading symbol “FCRX”.

100

Series 2023A Unsecured Notes

On May 9, 2023, we completed a private offering of $50.0 million aggregate principal amount of 7.54% senior unsecured notes due July 28, 2026 ("Series 2023A Unsecured Notes"). These notes were issued immediately after the repayment of $50.0 million of the Series 2020A Unsecured Notes on July 28, 2023.

The Series 2023A Unsecured Notes will mature on July 28, 2026 and may be redeemed in whole or in part, at our option, at any time or from time to time at par plus a “make-whole” premium, if applicable. Interest on the Series 2023A Unsecured Notes is due and payable semiannually in arrears on January 28 and July 28 of each year.

The summary of costs incurred in connection with the SPV Asset Facility, SMBC Corporate Revolving Facility, ~~2023~~Series 2020A Unsecured Notes, ~~2026~~Series 2021A Unsecured Notes, Series 2023A Unsecured Notes and ~~2026~~FCRX Unsecured Notes ~~- FCRX~~ is presented below:


($ in millions)	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
Borrowing interest expense	$	14.3	$	6.0	$	25.6	$	10.7	$	14.5	$	8.1	$	40.0	$	18.7
Unused facility fees		0.4		0.2		1.0		0.5		0.4		0.2		1.4		0.7
Amortization of financing costs		0.6		0.4		1.0		0.8		0.5		0.4		1.6		1.3
Total interest and credit facility expenses	$	15.3	$	6.6	$	27.6	$	12.0	$	15.4	$	8.7	$	43.0	$	20.7
Weighted average outstanding balance	$	882.4	$	660.0		810.8		649.4	$	854.7	$	694.9		825.6		665.6

To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced opportunities, or if our Board otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into new debt financing opportunities in addition to our existing debt. The pricing and other terms of any such opportunities would depend upon market conditions and the performance of our business, among other factors.

As of ~~June~~September 30, 2023 and December 31, 2022, our asset coverage ratio was ~~183%~~184% and 192%, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. See Note 6. Debt to our consolidated financial statements for more detail on the debt facilities.

OFF BALANCE SHEET ARRANGEMENTS

Our investment portfolio may contain investments that are in the form of lines of credit or unfunded commitments which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. Unfunded commitments to provide funds to portfolio companies are not reflected on our Consolidated Statements of Assets and Liabilities. These commitments are subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements. As of ~~June~~September 30, 2023 and December 31, 2022, we had aggregate unfunded commitments totaling ~~$176.2~~$157.4 million and $158.9 million, respectively.

RECENT DEVELOPMENTS

On May 9, 2023, we completed a private offering of $50.0 million aggregate principal amount of 7.54% senior unsecured notes due July 28, 2026. These notes were issued immediately after the repayment of $50.0 million of the existing 2023 Unsecured Notes on July 28, 2023.

On ~~August 3,~~November 2, 2023, our Board of Directors declared a regular ~~third~~fourth quarter cash dividend of $0.41 per share, which will be paid on ~~October~~January 16, ~~2023~~2024 to stockholders of record as of ~~September~~December 29, 2023. Additionally, our Board declared a supplemental cash dividend of ~~$0.08~~$0.09 per share which will be paid on ~~September~~December 15, 2023 to stockholders of record as of ~~August 31,~~November 30, 2023. The supplemental dividend is calculated as 50% of net investment income in excess of our regular dividend, subject to certain measurement tests and rounded to the nearest penny.

101

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.

Valuation Risk

We have invested, and plan to continue to invest, in illiquid debt and equity securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith by our Adviser, as the Board's valuation designee, in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2. Summary of Significant Account Policies to our consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund a portion of our investments with borrowings and our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

As of ~~June~~September 30, 2023, 98.6% of the investments at fair value in our portfolio were at variable rates, subject to interest rate floors. The SPV Asset Facility and SMBC Corporate Revolving Facility also bear interest at variable rates.

Assuming that our Consolidated Statement of Assets and Liabilities as of ~~June~~September 30, 2023 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):

($ in millions)


Basis Point Change	Interest Income			Interest Expense			Net Interest Income (1)			Interest Income			Interest Expense			Net Interest Income (1)
Up 100 basis points		16.2			5.7			10.5			16.1			5.7			10.4
Up 75 basis points		12.1			4.3			7.8			12.1			4.3			7.8
Up 50 basis points		8.1			2.9			5.2			8.0			2.8			5.2
Up 25 basis points		4.0			1.4			2.6			4.0			1.4			2.6
Down 25 basis points		(4.0	)		(1.4	)		(2.6	)		(4.0	)		(1.4	)		(2.6	)
Down 50 basis points		(8.1	)		(2.9	)		(5.2	)		(8.0	)		(2.8	)		(5.2	)
Down 75 basis points		(12.1	)		(4.3	)		(7.8	)		(12.1	)		(4.3	)		(7.8	)
Down 100 basis points		(16.2	)		(5.7	)		(10.5	)		(16.1	)		(5.7	)		(10.4	)

(1)

Excludes the impact of income incentive fees. See Note 3 to our consolidated financial statements for more information on the income incentive fees.

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

102

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. To the extent the loan or investment is based on a floating rate, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate. As of ~~June~~September 30, 2023, we had £23.0 million, €17.8 million, CAD $30.7 million, AUD $29.3, and SEK 11.6 notional exposure to foreign currency forward contracts related to investments totaling £23.0 million, €18.3 million, CAD $30.7 million, AUD ~~$29.3,~~$29.2, and SEK 11.6 at par.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2023. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of ~~June~~September 30, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

(b)

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our consolidated financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of ~~June~~September 30, 2023.

(c)

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~June~~September 30, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

103

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. Furthermore, third parties may try to seek to impose liability on us in connection with our activities or the activities of our portfolio companies. While the outcome of any such legal proceedings cannot at this time be predicted with certainty, we do not expect that these legal proceedings will materially affect our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Significant risks that could affect financial institutions to which we are exposed may affect our business.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation and the New York State Department of Financial Services closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Adviser.

104

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Sun Life Purchase Program

In connection with the Merger Agreement, Sun Life, which owns a majority interest in the Adviser, has committed to provide secondary market support and will over time purchase up to $20,000 of the Company’s common stock via a share purchase program. The Sun Life purchase program, which commenced on June 20, 2023, purchased ~~164,561~~629,428 shares of our common stock at an average price per share (inclusive of commissions paid) of ~~$14.73~~$15.89 (totaling ~~$2.4~~$10.0 million) through ~~June~~September 30, 2023. Purchases of our common stock pursuant to the Sun Life purchase program are subject to certain conditions as set forth in the program and are conducted in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws and regulations that set certain restrictions on the method, timing, price, and volume of stock purchases.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

On ~~May 15, 2023, as part of~~During the ~~Company’s employee stock purchase program,~~ ~~Jason Breaux~~, ~~Chief Executive Officer~~, ~~Gerhard Lombard~~, ~~Chief Financial Officer~~ ~~and~~ ~~George Hawley, Secretary, each~~ ~~adopted~~ ~~a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the purchase of up to $100,000, $25,000~~ ~~and $50,000~~ ~~in shares of the Company’s common stock, respectively, until~~ ~~December 29, 2023 (the “Purchase Program”)~~. Purchases of shares of the Company’s common stock pursuant to the Purchase Program will be subject to certain conditions as set forth in the Purchase Program and will be conducted in accordance with Rule 10b5-1 and other applicable securities laws and regulations that set certain restrictions on the method, timing, price, and volume of stock purchases. The Purchase Program is expected to commence in August 2023.

~~Other than the Purchase Program, during the second quarter of~~three months ended September 30, 2023, no ~~directors~~director or ~~officers (as defined in Rule 16a 1(f) under the Exchange Act)~~Section 16 officer of the Company adopted or terminated ~~any contract, instruction~~a "Rule 10b5-1 trading arrangement" or ~~written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule~~"non-Rule 10b5-1 trading arrangement,”" as each term is defined in Item 408 of Regulation S-K.

105

PART IV

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report:


1.	Financial Statements—Financial statements are included in Item 1. See the Index to the Consolidated Financial Statements on page F-1 of this quarterly report on Form 10-Q.

2	Financial Statement Schedules—None. We have omitted financial statements schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements included in this quarterly report on Form 10-Q.

3.	Exhibits—The following is a list of all exhibits filed as a part of this quarterly report on Form 10-Q, including those incorporated by reference.

2.1	Agreement and Plan of Merger, dated August 12, 2019, by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (formerly CBDC Advisors, LLC) (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 13, 2019).

2.2	Amendment No. 1, dated September 27, 2019, to Agreement and Plan of Merger by and among the Company, Atlantis Acquisition Sub, Inc., Alcentra Capital Corporation and Crescent Cap Advisors, LLC (incorporated by reference to Annex B to the Company’s Preliminary Proxy Statement filed on October 3, 2019.

2.3	Agreement and Plan of Merger, dated September 27, 2019, by and between the Company and Crescent Reincorporation Sub, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s quarterly report on Form 10-Q filed on November 7, 2019).

2.4	Agreement and Plan of Merger, dated October 3, 2022, by and among the Company, Echelon Acquisition Sub, Inc., Echelon Acquisition Sub LLC, First Eagle Alternative Capital BDC, Inc. and Crescent Cap Advisors, LLC (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on October 4, 2022).

3.1	Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 30, 2020).

3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on January 30, 2020).

4.1	Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 4, 2020).

10.1	Investment Advisory Agreement by and between the Company and Crescent Cap Advisors, LLC, dated as of January 5, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 6, 2021).

10.2	Amended and Restated Administration Agreement by and between the Company and CCAP Administration LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 3, 2020).

10.3	Trademark License Agreement, dated April 30, 2015, by and between the Company and Crescent (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55380) filed on June 5, 2015).

10.4	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on January 31, 2020).

10.5	Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55380) filed on June 5, 2015).

10.6	Custodial Agreement, dated as of May 21, 2021, by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 10-Q filed on August 11, 2021).

10.7	Transaction Support Agreement, dated August 12, 2019, between the Company and Crescent Cap Advisors, LLC (f/k/a CBDC Advisors, LLC) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01132), filed on August 13, 2019).

10.8	Conformed Loan and Security Agreement (conformed through Amendment No. 4) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 17, 2020).

10.9	Fifth Amendment to Loan and Security Agreement, dated June 21, 2021, among the Company, as the collateral manager, seller and equityholder, Crescent Capital BDC Funding, LLC, as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and lender (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 25, 2021).

106



10.10	Sixth Amendment to Loan and Security Agreement, dated March 7, 2023, by and among the Company, as the collateral manager, seller and equity holder, Crescent Capital BDC Funding, LLC, as the borrower, and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 8, 2023).

10.11	Master Note Purchase Agreement, dated July 30, 2020, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 30, 2020).

10.12	Form of 5.95% Series 2020A Senior Notes due July 30, 2023 (included in Exhibit 10.11).

10.13	First Supplement and Amendment to Note Purchase Agreement, dated February 17, 2021, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 17, 2021).

10.14	Form of 4.00% Series 2021A Senior Note Due February 17, 2026 (included in Exhibit 10.13).

10.15	Second Supplement to Note Purchase Agreement, dated May 8, 2023, by and among the Company and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-Q filed on May 10, 2023).

10.16	Form of 7.54% Series 2023A Senior Note Due July 28, 2026 (incorporated by reference to Exhibit 10.15 to the Company’s quarterly report on Form 10-Q filed on May 10, 2023).

10.17	Senior Secured Revolving Credit Agreement dated October 27, 2021, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 29, 2021).

10.18	First Amendment to Senior Secured Revolving Credit Agreement dated March 4, 2022, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 7, 2022).

10.19	First Omnibus Amendment to the Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement dated January 13, 2023, by and among the Company as the Borrower, certain lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, arranger, and lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 18, 2023).

10.20	Form of Indenture and related exhibits between FCRD and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit d.2 filed with Pre-Effective Amendment No. 1 to FCRD’s Registration Statement on Form N-2 (File No. 333-175074) filed on August 25, 2011).

10.21	Fourth Supplemental Indenture, relating to the 5.00% Notes due 2026, between FCRD and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 filed with FCRD’s Current Report on Form 8-K filed on May 25, 2021).

10.22	Form of 5.00% Note due 2026 (incorporated herein by reference to Exhibit 4.1 filed with FCRD’s Current Report on Form 8-K filed on May 25, 2021).

10.23	Fifth Supplemental Indenture between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 filed with the Company’s Registration Statement on Form 8-A on March 9, 2023).

14.1	Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed on March 4, 2020).

31.1	Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2	Certification of Chief Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32	Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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107

SIGNATURES

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



	Crescent Capital BDC, Inc.

Date: ~~August 9,~~November 8, 2023	By:	/s/ Jason A. Breaux
		Jason A. Breaux
		Chief Executive Officer

Date: ~~August 9,~~November 8, 2023	By:	/s/ Gerhard Lombard
		Gerhard Lombard
		Chief Financial Officer

108


Maryland	47-3162282
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA	90025
(Address of Principal Executive Offices)	(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CCAP	The Nasdaq Stock Market LLC
5.00% Notes due 2026	FCRX	The New York Stock Exchange


	As of June 30, 2023 (unaudited)			As of December 31, 2022			As of September 30, 2023 (unaudited)			As of December 31, 2022
Assets
Investments, at fair value
Non-controlled non-affiliated (cost of $1,483,590 and $1,235,778, respectively)	$	1,461,735		$	1,208,501
Non-controlled affiliated (cost of $57,257 and $42,040, respectively)		58,836			43,080
Controlled (cost of $68,792 and $13,638, respectively)		60,559			11,375
Non-controlled non-affiliated investments (cost of $1,470,668 and $1,235,778, respectively)							$	1,448,134		$	1,208,501
Non-controlled affiliated investments (cost of $57,149 and $42,040, respectively)								54,714			43,080
Controlled investments (cost of $67,725 and $13,638, respectively)								61,980			11,375
Cash and cash equivalents		7,535			6,397			5,999			6,397
Restricted cash and cash equivalents		13,927			10,670			16,756			10,670
Interest and dividend receivable		11,766			9,945			14,428			9,945
Receivable from unsettled transactions								11,568			5
Unrealized appreciation on foreign currency forward contracts		7,069			8,154			8,846			8,154
Deferred tax assets		1,324			91			473			91
Receivable for investments sold		-			5
Other assets		1,872			4,660			1,589			4,660

Total assets	$	1,624,623		$	1,302,878		$	1,624,487		$	1,302,878

Liabilities
Debt (net of deferred financing costs of $7,974 and $5,380)	$	859,167		$	654,456
Debt (net of deferred financing costs of $7,669 and $5,380)							$	856,656		$	654,456
Distributions payable		15,195			12,664			15,195			12,664
Interest and other debt financing costs payable		9,393			8,471			7,633			8,471
Management fees payable		4,960			4,056			5,024			4,056
Incentive fees payable		4,278			3,112			4,524			3,112
Deferred tax liabilities		2,134			899			1,240			899
Payable for investment purchased		-			514			-			514
Directors’ fees payable		146			151			151			151
Unrealized depreciation on foreign currency forward contracts		310			157			93			157
Accrued expenses and other liabilities		3,235			5,857			3,705			5,857
Total liabilities		898,818			690,337			894,221			690,337

Commitments and Contingencies (Note 8)

Net assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)		-			-
Common stock, par value $0.001 per share (200,000,000 shares authorized, 37,061,547 and 30,887,360 shares issued and outstanding, respectively)		37			31
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)								-			-
Common stock, par value $0.001 per share (200,000,000 shares authorized, 37,061,547 and 30,887,360 shares issued and outstanding, respectively)								37			31
Paid-in capital in excess of par value		788,299			675,008			788,299			675,008
Accumulated earnings (loss)		(62,531	)		(62,498	)		(58,070	)		(62,498	)
Total net assets		725,805			612,541			730,266			612,541
Total liabilities and net assets	$	1,624,623		$	1,302,878		$	1,624,487		$	1,302,878
Net asset value per share	$	19.58		$	19.83		$	19.70		$	19.83


	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Investment Income:
From non-controlled non-affiliated investments:
Interest income	$	41,255		$	23,492		$	75,501		$	44,443		$	42,578		$	26,047		$	118,080		$	70,490
Paid-in-kind interest		650			374			1,268			689			703			401			1,971			1,091
Dividend income		75			6			79			14			1			18			80			33
Other income		181			172			228			261			237			174			466			434
From non-controlled affiliated investments:
Interest income		740			271			1,352			619			770			374			2,122			993
Paid-in-kind interest		186			-			235			2,039			384			15			619			2,054
Dividend income		551			997			1,179			3,271			530			400			1,709			3,671
Other income		149			-			149			-			161			-			309			-
From controlled investments:
Interest income		154			184			320			366			148			192			468			558
Paid-in-kind interest		-			178			192			352			-			187			192			538
Dividend income		2,800			1,100			5,520			1,100			2,640			1,180			8,160			2,280
Total investment income		46,741			26,774			86,023			53,154			48,152			28,988			134,176			82,142

Expenses:
Interest and other debt financing costs		15,273			6,571			27,642			12,042			15,379			8,651			43,019			20,693
Management fees		5,010			4,073			9,468			8,090			5,073			4,144			14,541			12,235
Income based incentive fees		4,349			2,604			8,041			5,322			4,593			2,717			12,634			8,039
Capital gains based incentive fees		-			(2,870	)		-			(2,149	)		-			(3,103	)		-			(5,252	)
Professional fees		427			256			737			708			383			306			1,121			1,014
Directors’ fees		138			113			306			230			151			142			457			373
Other general and administrative expenses		753			677			1,478			1,370			618			635			2,099			2,001
Total expenses		25,950			11,424			47,672			25,613			26,197			13,492			73,871			39,103
Management fees waiver		(50	)		(57	)		(96	)		(113	)		(49	)		(62	)		(145	)		(175	)
Income based incentive fees waiver		(71	)		(385	)		(159	)		(430	)		(69	)		(45	)		(229	)		(474	)
Net expenses		25,829			10,982			47,417			25,070			26,079			13,385			73,497			38,454
Net investment income before taxes		20,912			15,792			38,606			28,084			22,073			15,603			60,679			43,688
Provision for income and excise taxes		340			259			541			414			350			(350	)		890			64
Net investment income		20,572			15,533			38,065			27,670			21,723			15,953			59,789			43,624
Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Non-controlled non-affiliated investments		(6,494	)	-				(6,243	)		1,306			41			(1,285	)		(6,202	)		21
Non-controlled affiliated investments		-		-				-			7,113			-		-				-			7,113
Controlled investments		-			(1,681	)		-			(1,681	)		-			(770	)		-			(2,451	)
Foreign currency transactions		(58	)		(85	)		(58	)		68			(10	)		(73	)		(68	)		(6	)
Foreign currency forward contracts		-		-				-			24			-		-				-			24
Net change in unrealized appreciation (depreciation) on:
Non-controlled non-affiliated investments and foreign currency translation		10,010			(17,887	)		4,456			(18,740	)		476			(14,413	)		4,932			(33,152	)
Non-controlled affiliated investments		174			(1,463	)		539			(4,540	)		(4,014	)		(5,916	)		(3,475	)		(10,456	)
Controlled investments		(1,641	)		(775	)		(5,970	)		(1,443	)		2,488			(972	)		(3,482	)		(2,415	)
Foreign currency forward contracts		(578	)		5,492			(1,239	)		5,587			1,994			5,699			755			11,286
Net realized and unrealized gains (losses) on investments		1,413			(16,399	)		(8,515	)		(12,306	)		975			(17,730	)		(7,540	)		(30,036	)


	Common Stock												Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par Value		Accumulated Earnings (Loss)			Total Net Assets			Shares		Par Amount		Paid in Capital in Excess of Par Value		Accumulated Earnings (Loss)			Total Net Assets
Balance at March 31, 2023		37,061,547	$	37	$	788,299	$	(69,916	)	$	718,420
Balance at June 30, 2023														37,061,547	$	37	$	788,299	$	(62,531	)	$	725,805
Net increase (decrease) in net assets resulting from operations:
Net investment income		-		-		-		20,572			20,572			-		-		-		21,723			21,723
Net realized gain (loss) on investments, foreign currency transactions and foreign currency forwards		-		-		-		(6,552	)		(6,552	)		-		-		-		31			31
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		-		-		-		7,965			7,965			-		-		-		944			944
Benefit (provision) for taxes on realized gain on investments														-		-		-		(120	)		(120	)
Benefit (provision) for taxes on unrealized appreciation/(depreciation) on investments		-		-		-		595			595			-		-		-		43			43
Distributions to stockholders		-		-		-		(15,195	)		(15,195	)		-		-		-		(18,160	)		(18,160	)
Total increase (decrease) for the three months ended June 30, 2023		-	$	-	$	-	$	7,385		$	7,385
Balance at June 30, 2023		37,061,547	$	37	$	788,299	$	(62,531	)	$	725,805
Total increase (decrease) for the three months ended September 30, 2023														-	$	-	$	-	$	4,461		$	4,461
Balance at September 30, 2023														37,061,547	$	37	$	788,299	$	(58,070	)	$	730,266



	Common Stock												Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par Value		Accumulated Earnings (Loss)			Total Net Assets			Shares		Par Amount		Paid in Capital in Excess of Par Value		Accumulated Earnings (Loss)			Total Net Assets
Balance at December 31, 2022		30,887,360	$	31	$	675,008	$	(62,498	)	$	612,541			30,887,360	$	31	$	675,008	$	(62,498	)	$	612,541
Net increase (decrease) in net assets resulting from operations:
Net investment income		-		-		-		38,065			38,065			-		-		-		59,789			59,789
Net realized gain (loss) on investments, foreign currency transactions and foreign currency forwards		-		-		-		(6,301	)		(6,301	)		-		-		-		(6,270	)		(6,270	)
Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation		-		-		-		(2,214	)		(2,214	)		-		-		-		(1,270	)		(1,270	)
Benefit (provision) for taxes on realized gain on investments		-		-		-		252			252			-		-		-		132			132
Benefit (provision) for taxes on unrealized appreciation/(depreciation) on investments		-		-		-		555			555			-		-		-		598			598
Issuance in connection with asset acquisition (Note 13)		6,174,187		6		91,251		-			91,257			6,174,187		6		91,251		-			91,257
Deemed contribution from Adviser (Note 13)						22,040					22,040							22,040					22,040
Distributions from distributable earnings		-		-		-		(30,390	)		(30,390	)		-		-		-		(48,551	)		(48,551	)
Total increase (decrease) for the six months ended June 30, 2023		6,174,187	$	6	$	113,291	$	(33	)	$	113,264
Balance at June 30, 2023		37,061,547	$	37	$	788,299	$	(62,531	)	$	725,805
Total increase (decrease) for the nine months ended September 30, 2023														6,174,187	$	6	$	113,291	$	4,428		$	117,725
Balance at September 30, 2023														37,061,547	$	37	$	788,299	$	(58,070	)	$	730,266


Large accelerated filer	☐	Accelerated filer	☐

Non-Accelerated filer	☒	Smaller reporting company	☐

Emerging growth company	☒


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of ~~June~~September 30, 2023 (Unaudited) and December 31, 2022	4
	Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June,~~September 30, 2023 and 2022 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	7
	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	9
	Consolidated Schedule of Investments as of ~~June~~September 30, 2023 (Unaudited)	10
	Consolidated Schedule of Investments as of December 31, 2022	40
	Notes to Consolidated Financial Statements (Unaudited)	61
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	89
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	102
Item 4.	Controls and Procedures	103
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	104
Item 1A.	Risk Factors	104
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	105
Item 3.	Defaults Upon Senior Securities	105
Item 4.	Mine Safety Disclosures	105
Item 5.	Other Information	105
Item 6.	Exhibits	106


CRESCENT CAPITAL BDC, INC. Consolidated Schedule of Investments June 30, 2023 (in thousands, except share and per share data) (Unaudited)
CRESCENT CAPITAL BDC, INC. Consolidated Schedule of Investments September 30, 2023 (in thousands, except share and per share data) (Unaudited)																	CRESCENT CAPITAL BDC, INC. Consolidated Schedule of Investments September 30, 2023 (in thousands, except share and per share data) (Unaudited)
Company/Security/Country	Investment Type	Interest Term *	Interest Rate	Maturity/ Dissolution Date	Principal Amount, Par Value or Shares **		Cost			Percentage of Net Assets ***				Fair Value			Investment Type	Interest Term *	Interest Rate	Maturity/ Dissolution Date	Principal Amount, Par Value or Shares **		Cost			Percentage of Net Assets ***				Fair Value
Investments (1)(2)(3)
United States
Debt Investments
Automobiles & Components
Auveco Holdings (4)(5)	Unitranche First Lien Delayed Draw Term Loan			05/2028		—	$	(7	)		(0.0	)	%	$	(22	)	Unitranche First Lien Delayed Draw Term Loan			05/2028		—	$	(7	)		(0.0	)	%	$	(17	)
Auveco Holdings (5)	Unitranche First Lien Revolver	S + 525 (100 Floor)	10.66%	05/2028		60		55			0.0				44		Unitranche First Lien Revolver	S + 525 (100 Floor)	10.82%	05/2028		60		55			0.0				48
Auveco Holdings	Unitranche First Lien Term Loan	S + 525 (100 Floor)	10.66%	05/2028		4,010		3,940			0.5				3,904		Unitranche First Lien Term Loan	S + 525 (100 Floor)	10.82%	05/2028		3,999		3,932			0.5				3,920
Continental Battery Company	Unitranche First Lien Term Loan	S + 650 (100 Floor)	11.89%	01/2027		7,157		7,065			0.9				6,489		Unitranche First Lien Term Loan	S + 650 (100 Floor)	12.04%	01/2027		7,138		7,053			0.9				6,321
Continental Battery Company	Unitranche First Lien Delayed Draw Term Loan	S + 650 (100 Floor)	11.89%	01/2027		2,639		2,621			0.3				2,393		Unitranche First Lien Delayed Draw Term Loan	S + 650 (100 Floor)	12.04%	01/2027		2,632		2,616			0.3				2,331
Sun Acquirer Corp. (5)	Unitranche First Lien Delayed Draw Term Loan	S + 575 (75 Floor)	10.97%	09/2028		9,078		8,970			1.2				8,769
Sun Acquirer Corp. (5)	Unitranche First Lien Revolver	P + 475 (75 Floor)	13.00%	09/2027		109		82			0.0				50
Sun Acquirer Corp.																	Unitranche First Lien Delayed Draw Term Loan	S + 575 (75 Floor)	11.18%	09/2028		9,056		8,955			1.2				8,784
Sun Acquirer Corp. (4)(5)																	Unitranche First Lien Revolver			09/2027		—		(26	)		(0.0	)			(54	)
Sun Acquirer Corp.	Unitranche First Lien Term Loan	S + 575 (75 Floor)	10.97%	09/2028		12,848		12,652			1.7				12,430		Unitranche First Lien Term Loan	S + 575 (75 Floor)	11.20%	09/2028		12,815		12,624			1.7				12,431
Sun Acquirer Corp.	Unitranche First Lien Term Loan	S + 575 (75 Floor)	10.97%	09/2028		2,463		2,423			0.3				2,382		Unitranche First Lien Term Loan	S + 575 (75 Floor)	11.20%	09/2028		2,456		2,418			0.3				2,383
						38,364		37,801			4.9		%		36,439							38,156		37,620			4.9		%		36,147
Capital Goods
Apex Services Partners, LLC	Senior Secured First Lien Term Loan	L + 500 (100 Floor)	10.52%	07/2025		5,206		5,206			0.7				5,126		Senior Secured First Lien Term Loan	S + 525 (100 Floor)	10.79%	07/2025		5,206		5,206			0.7				5,180
Envocore Holding, LLC (7)(8)	Senior Secured First Lien Term Loan	750	7.50%	12/2025		6,840		6,788			0.9				6,840		Senior Secured First Lien Term Loan	750	7.50%	12/2025		6,823		6,777			0.9				6,823
Envocore Holding, LLC (7)(8)(9)	Senior Secured Second Lien Term Loan	1000 PIK		12/2026		8,265		7,055			0.6				4,637		Senior Secured Second Lien Term Loan			12/2026		8,270		7,055			0.6				4,216
Envocore Holding, LLC (4)(5)(7)(8)	Senior Secured First Lien Revolver			12/2025		—		(4	)		—				—		Senior Secured First Lien Revolver			12/2025		—		(4	)		—				—
Eshipping	Senior Secured First Lien Term Loan	S + 500 (100 Floor)	10.22%	11/2027		5,994		5,904			0.8				5,994		Senior Secured First Lien Term Loan	S + 500 (100 Floor)	10.43%	11/2027		5,620		5,538			0.8				5,620
Eshipping (4)(5)	Senior Secured First Lien Delayed Draw Term Loan			11/2027		—		(14	)		—				—
Eshipping (5)																	Senior Secured First Lien Delayed Draw Term Loan	S + 500 (100 Floor)	10.43%	11/2027		876		862			0				876
Eshipping (4)(5)	Senior Secured First Lien Revolver			11/2027		—		(17	)		—				—		Senior Secured First Lien Revolver			11/2027		—		(16	)		—				—
Oliver Packaging LLC	Senior Secured First Lien Term Loan	S + 500 (100 Floor)	10.39%	07/2028		3,375		3,323			0.5				3,307		Senior Secured First Lien Term Loan	S + 500 (100 Floor)	10.54%	07/2028		3,366		3,317			0.5				3,287
Oliver Packaging LLC (5)	Senior Secured First Lien Revolver	L + 500 (100 Floor)	10.13%	07/2028		350		343			0.0				340		Senior Secured First Lien Revolver	S + 500 (100 Floor)	10.45%	07/2028		350		343			0.0				338
Painters Supply & Equipment Company (5)	Unitranche First Lien Delayed Draw Term Loan	L + 550 (100 Floor)	11.02%	08/2027		419		413			0.1				409
Painters Supply & Equipment Company																	Unitranche First Lien Delayed Draw Term Loan	S + 550 (100 Floor)	10.99%	08/2027		618		614			0.1				611
Painters Supply & Equipment Company (5)	Unitranche First Lien Revolver	L + 550 (100 Floor)	11.02%	08/2027		193		186			0.0				188		Unitranche First Lien Revolver	S + 550 (100 Floor)	11.00%	08/2027		156		149			0.0				150
Painters Supply & Equipment Company	Unitranche First Lien Term Loan	L + 550 (100 Floor)	11.04%	08/2027		2,014		1,985			0.3				1,992		Unitranche First Lien Term Loan	S + 550 (100 Floor)	10.99%	08/2027		2,009		1,981			0.3				1,986


	Tenor										Tenor
Reference Rate	Overnight		1 month		3 month		6 Month		12 Month		Overnight		1 month		3 month		6 Month		12 Month
LIBOR (“L”)	5.06%		5.22%		5.55%		5.76%		6.04%
Prime (“P”)	8.25%			-		-		-		-	8.50%			-		-		-		-
SOFR (“S”)		-	5.14%		5.27%		5.39%		5.40%			-	5.32%		5.40%		5.47%		5.47%
CDOR (“C”)		-	5.27%		5.40%			-		-		-	5.39%		5.45%		5.51%			-
EURIBOR (“E”)		-	3.40%		3.58%		3.90%		4.13%			-	3.85%		3.95%		4.13%		4.23%
SONIA (“SN”)	4.93%			-		-		-		-	5.19%			-		-		-		-
BBSY ("B")		-		-	4.40%			-		-		-		-	4.19%			-		-


Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation (Depreciation)
Wells Fargo Bank, N.A.	USD 395	GBP 294	12/1/2023	$	37
Wells Fargo Bank, N.A.	USD 7,975	GBP 5,885	12/1/2023		809
Wells Fargo Bank, N.A.	USD 209	EUR 187	2/20/2024		5
Wells Fargo Bank, N.A.	USD 308	EUR 249	2/20/2024		35
Wells Fargo Bank, N.A.	USD 8,603	EUR 6,703	2/20/2024		1,236
Wells Fargo Bank, N.A.	USD 992	EUR 809	2/20/2024		105
Wells Fargo Bank, N.A.	USD 11,682	EUR 9,222	4/10/2024		1,529
Wells Fargo Bank, N.A.	USD 1,049	CAD 1,348	7/15/2025		42
Wells Fargo Bank, N.A.	USD 612	CAD 801	7/31/2025		15
Wells Fargo Bank, N.A.	USD 17	CAD 22	7/31/2025		1
Wells Fargo Bank, N.A.	USD 576	CAD 738	7/31/2025		24
Wells Fargo Bank, N.A.	USD 1,033	CAD 1,274	7/31/2025		77
Wells Fargo Bank, N.A.	USD 933	CAD 1,192	7/31/2025		42
Wells Fargo Bank, N.A.	USD 1,035	CAD 1,336	7/31/2025		38
Wells Fargo Bank, N.A.	USD 2,214	CAD 2,792	7/31/2025		125
Wells Fargo Bank, N.A.	USD 7,089	CAD 9,712	7/31/2025		(117	)
Wells Fargo Bank, N.A.	USD 775	CAD 994	7/31/2025		33
Wells Fargo Bank, N.A.	USD 193	CAD 244	7/31/2025		10
Wells Fargo Bank, N.A.	USD 789	CAD 1,005	7/31/2025		37
Wells Fargo Bank, N.A.	USD 325	CAD 422	7/31/2025		10
Wells Fargo Bank, N.A.	USD 635	CAD 864	7/31/2025		(7	)
Wells Fargo Bank, N.A.	USD 1,306	CAD 1,703	7/31/2025		36
Wells Fargo Bank, N.A.	USD 1,914	CAD 2,432	7/31/2025		95
Wells Fargo Bank, N.A.	USD 622	CAD 839	7/31/2025		(1	)
Wells Fargo Bank, N.A.	USD 493	CAD 632	7/31/2025		21
Wells Fargo Bank, N.A.	USD 768	EUR 623	2/20/2026		71
Wells Fargo Bank, N.A.	USD 1,944	GBP 1,362	6/3/2026		272
Wells Fargo Bank, N.A.	USD 170	GBP 121	6/3/2026		22
Wells Fargo Bank, N.A.	USD 3,074	GBP 2,237	6/3/2026		342
Wells Fargo Bank, N.A.	USD 371	GBP 272	6/3/2026		39
Wells Fargo Bank, N.A.	USD 17,790	GBP 12,870	8/24/2026		2,048
Wells Fargo Bank, N.A.	USD 1,107	SEK 11,583	8/20/2027		(32	)
Wells Fargo Bank, N.A.	USD 20,607	AUD 29,250	3/22/2028		987
Wells Fargo Bank, N.A.	USD 1,795	CAD 2,370	2/28/2031		11
Total Foreign Currency Exchange Contracts				$	7,997

AUD Australian Dollar ("A$") CAD Canadian Dollar ("C$") EUR Euro ("€") GBP Great British Pound ("£") PIK Payment In-Kind SEK Swedish Krona USD United States Dollar ("$")


	Fair Value as of December 31, 2022		Gross Additions (1)		Gross Reductions (2)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of June 30, 2023		Dividend, Interest, PIK and Other Income		Fair Value as of December 31, 2022		Gross Additions (1)		Gross Reductions (2)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of September 30, 2023		Dividend, Interest, PIK and Other Income
Non-Controlled Affiliates
AX VI INV2 Holding AB	$	12,117	$	1,394	$	(46	)	$	—	$	752		$	14,217	$	551	$	12,117	$	1,579	$	—		$	—	$	(291	)	$	13,405	$	947
ASP MCS Acquisition		826		110		(1	)		—		26			961		16		826		221		(2	)		—		(204	)		841		28
Bayside Opco, LLC		—		6,248							(45	)		6,203		80		—		6,385		(141	)		—		285			6,529		247
GACP II, LP		4,889		—		(193	)		—		(46	)		4,650		474		4,889		—		(1,091	)		—		(53	)		3,745		672
Isagenix International, LLC		—		2,509		—			—		(10	)		2,499		27		—		2,573		—			—		(23	)		2,550		321
Slickdeals Holdings, LLC		15,433		40		(74	)		—		(43	)		15,356		979		15,433		67		(111	)		—		(216	)		15,173		1,410
smarTours, LLC		—		4,382		—			—		(48	)		4,334		83		—		4,782		—			—		(2,899	)		1,883		98
Vivid Seats Ltd.		944		—		—			—		37			981		—		944		—		—			—		57			1,001		—
WhiteHawk III Onshore Fund L.P.		8,871		848		—			—		(84	)		9,635		705		8,871		847		—			—		(131	)		9,587		1,037
Total Non-Controlled Affiliates	$	43,080	$	15,531	$	(314	)	$	—	$	539		$	58,836	$	2,915	$	43,080	$	16,454	$	(1,345	)	$	—	$	(3,475	)	$	54,714	$	4,760


	Fair Value as of December 31, 2021		Gross Additions (1)		Gross Reductions (2)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of June 30, 2022		Dividend, Interest, PIK and Other Income		Fair Value as of December 31, 2021		Gross Additions (1)		Gross Reductions (2)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of September 30, 2022		Dividend, Interest, PIK and Other Income
Non-Controlled Affiliates
AX VI INV2 Holding AB																	$	—	$	11,420	$	—		$	—	$	(300	)	$	11,120	$	60
ASP MCS Acquisition	$	1,616	$	261	$	(1	)	$	—	$	(257	)	$	1,619	$	12		1,616		262		(2	)		—		(933	)		943		21
Battery Solutions, Inc.		7,031		2,116		(14,712	)		7,113		(1,548	)		—		2,114		7,031		2,116		(14,712	)		7,113		(1,548	)		-		2,114
GACP II, LP		12,619	—			(2,002	)		—		(108	)		10,509		1,048		12,619		—		(2,617	)		—		(4	)		9,998		1,337
Slickdeals Holdings, LLC		15,847		44		(74	)		—		(211	)		15,606		530		15,847		64		(111	)		—		(164	)		15,636		851
Southern Technical Institute, Inc.		7,686	—		—				—		(2,576	)		5,110		1,923		7,686		—		—			—		(7,686	)		—		1,923
Vivid Seats Ltd.		922	—		—				—		(14	)		908	—			922		—		—			—		4			926		—
WhiteHawk III Onshore Fund L.P.		5,980		2,392	—				—		174			8,546		302		5,980		4,710		(565	)		—		175			10,300		412
Total Non-Controlled Affiliates	$	51,701	$	4,813	$	(16,789	)	$	7,113	$	(4,540	)	$	42,298	$	5,929	$	51,701	$	18,572	$	(18,007	)	$	7,113	$	(10,456	)	$	48,923	$	6,718


	Fair Value as of December 31, 2022		Gross Additions (3)		Gross Reductions (4)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of June 30, 2023		Dividend, Interest, PIK and Other Income		Fair Value as of December 31, 2022		Gross Additions (3)		Gross Reductions (4)			Net Realized Gains/ (Losses)		Change in Unrealized Gains/ (Losses)			Fair Value as of September 30, 2023		Dividend, Interest, PIK and Other Income
Controlled Affiliates
Envocore LLC	$	11,375	$	235	$	(34	)	$	—	$	(99	)	$	11,477	$	512	$	11,375	$	241	$	(52	)	$	—	$	(525	)	$	11,039	$	660
First Eagle Logan JV, LLC(2)		—		44,768		—			—		(6,620	)		38,148		5,520		—		44,768		(683	)		—		(5,383	)		38,702		8,160
Loadmaster Derrick & Equipment, Inc.		—		1,807		—			—		18			1,825		—		—		1,807		—			—		1,859			3,666		—
OEM Group, LLC		—		9,024		(646	)		—		731			9,109		—		—		9,031		(1,025	)		—		567			8,573		—
Total Controlled Affiliates	$	11,375	$	55,834	$	(680	)	$	—	$	(5,970	)	$	60,559	$	6,032	$	11,375	$	55,847	$	(1,760	)	$	—	$	(3,482	)	$	61,980	$	8,820


Industry	Fair Value as of June 30, 2023		Percentage of Fair Value			Fair Value as of December 31, 2022		Percentage of Fair Value			Fair Value as of September 30, 2023		Percentage of Fair Value			Fair Value as of December 31, 2022		Percentage of Fair Value
Health Care Equipment & Services	$	451,558		28.5	%	$	361,940		28.7	%	$	428,157		27.4	%	$	361,940		28.7	%
Software & Services		300,810		19.0			268,305		21.3			324,712		20.8			268,305		21.3
Commercial & Professional Services		213,479		13.5			201,213		15.9			221,286		14.1			201,213		15.9
Consumer Services		148,164		9.4			118,898		9.4			149,059		9.5			118,898		9.4
Diversified Financials		91,673		5.8			28,975		2.3			80,752		5.2			28,975		2.3
Insurance		76,747		4.9			58,032		4.6			77,195		4.9			58,032		4.6
Retailing												54,868		3.5			54,832		4.3
Pharmaceuticals, Biotechnology & Life Sciences		66,717		4.2			55,020		4.4			54,654		3.5			55,020		4.4
Retailing		58,703		3.7			54,832		4.3
Capital Goods		49,842		3.2			40,838		3.2			50,664		3.2			40,838		3.2
Automobiles & Components		37,003		2.3			38,004		3.0			36,689		2.3			38,004		3.0
Consumer Durables & Apparel		19,244		1.2			19,244		1.5			19,244		1.2			19,244		1.5
Materials		13,005		0.8			-		-			12,874		0.8			-		-
Energy												10,301		0.7			2,185		0.2
Technology, Hardware & Equipment		10,078		0.6			-		-			9,999		0.6			-		-
Food, Beverage & Tobacco												8,657		0.6			8,491		0.7
Semiconductor and Semiconductor Equipment		9,109		0.6			-		-			8,573		0.5			-		-
Energy		9,006		0.6			2,185		0.2
Food, Beverage & Tobacco		8,556		0.5			8,491		0.7
Household & Personal Products		7,267		0.5			-		-			7,283		0.5			-		-
Transportation		4,025		0.3			1,254		0.1			3,981		0.3			1,254		0.1
Telecommunication Services		3,645		0.2			4,061		0.3			3,330		0.2			4,061		0.3
Food & Staples Retailing		2,499		0.2			1,664		0.1			2,550		0.2			1,664		0.1
Total investments	$	1,581,130		100.0	%	$	1,262,956		100.0	%	$	1,564,828		100.0	%	$	1,262,956		100.0	%


Geographic Region	Fair Value as of June 30, 2023		Percentage of Fair Value			Fair Value as of December 31, 2022		Percentage of Fair Value			Fair Value as of September 30, 2023		Percentage of Fair Value			Fair Value as of December 31, 2022		Percentage of Fair Value
United States	$	1,398,219		88.5	%	$	1,111,350		88.1	%	$	1,385,759		88.5	%	$	1,111,350		88.1	%
United Kingdom		62,643		4.0			58,591		4.6			61,365		3.9			58,591		4.6
Canada		37,054		2.3			31,890		2.5			36,387		2.3			31,890		2.5
New Zealand												18,424		1.2			-		-
Australia		19,135		1.2			19,490		1.5			18,336		1.2			19,490		1.5
New Zealand		17,971		1.1			-		-
Netherlands		17,268		1.1			15,352		1.2			16,848		1.1			15,352		1.2
Belgium		14,623		0.9			14,166		1.1			14,304		0.9			14,166		1.1
Sweden		14,217		0.9			12,117		1.0			13,405		0.9			12,117		1.0
Total investments	$	1,581,130		100.0	%	$	1,262,956		100.0	%	$	1,564,828		100.0	%	$	1,262,956		100.0	%