UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017MARCH 31, 2020

 

☐

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

COMMISSION FILE NUMBER:814-01196

 

 

AB Private Credit Investors Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland 47-5049745
(State of incorporation) 

(I.R.S. Employer

Identification No.)

1345 AvenuesAvenue of the Americas

New York, NY 10105

(Address of principal executive offices)

(212)969-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

———

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of Class)

 

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☒  (do not check if a smaller reporting company)  Smaller reporting company ☐

Emerging Growth Company

 ☒   

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 Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The issuer had 2,50019,729,142.943 shares of common stock, $0.01 par value per share, outstanding as of November 13, 2017.June 3, 2020.

 

 

 

AB PRIVATE CREDIT INVESTORS CORPORATION

FORM10-Q FOR THE QUARTER ENDED September 30, 2017March 31, 2020

Table of Contents

 

   

INDEX

  PAGE
NO.		 

PART I.

  FINANCIAL INFORMATION  

Item 1.

  Consolidated Financial Statements   3
Statement of Assets and Liabilities as of September 30, 2017 (unaudited) and December 31, 20163
Statement of Operations for the three and nine months ended September 30, 2017 (unaudited)4 

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations   1144 

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk   2066 

Item 4.

  Controls and Procedures   2067 

PART II.

  OTHER INFORMATION   2167 

Item 1.

  Legal Proceedings   2167 

Item 1A.

  Risk Factors   2167 

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds   2169 

Item 3.

  Defaults Upon Senior Securities   2169 

Item 4.

  Mine Safety Disclosures   2169 

Item 5.

  Other Information   2169 

Item 6.

  Exhibits   2170 

SIGNATURESSIGNATURES. 

    

Item 1.

Financial Statements

AB Private Credit Investors Corporation

Unaudited StatementConsolidated Statements of Assets and Liabilities

 

   

September 30,
2017

(unaudited)

   

December 31,

2016

 

ASSETS:

    

Cash

  $25,000   $1,000 

Expense Payment from Adviser

  $565,647   

Deferred Offering Cost

  $235,353   
  

 

 

   

 

 

 

Total Assets

  $826,000   $1,000 
  

 

 

   

 

 

 

LIABILITIES:

    

Organizational and Offering Expenses

  $703,000   

Professional Fees

  $98,000   
  

 

 

   

 

 

 

Total Liabilities

  $801,000   $0 
  

 

 

   

 

 

 

Net Assets

  $25,000   $1,000 

Composition of Net Assets:

    

Common Stock, $0.01 par value

  $25   $1 

Additional paid in capital

   24,975    999 
  

 

 

   

 

 

 
  $25,000   $1,000 
  

 

 

   

 

 

 

Shares

    

Net asset value per share
(2,500 and 100 shares of Common Stock issued and outstanding at September 30, 2017 and December 31, 2016, respectively)

  $10.00   $10.00 
   As of
March 31, 2020
(Unaudited)		  As of
December 31,
2019		 

Assets

 

Investments, at fair value (amortized cost of $391,572,934 and $346,873,740, respectively)

  $370,688,284  $345,025,318 

Cash and cash equivalents

   16,251,625   14,931,791 

Receivable for fund shares

   41,873,602   19,909,278 

Interest receivable

   1,609,436   1,849,816 

Receivable for investments sold

   74,494   286,935 

Deferred financing costs

   46,313   64,959 

Prepaid expenses

   44,568   112,166 
  

 

 

  

 

 

 

Total assets

  $430,588,322  $382,180,263 
  

 

 

  

 

 

 

Liabilities

 

Notes payable (net of unamortized discount of $29,882 and $32,835, respectively and debt issuance costs of $2,405,817 and $2,780,532, respectively)

  $210,714,301  $210,336,633 

Credit facility payable

   43,000,000   19,500,000 

Interest and borrowings expenses payable

   1,765,221   3,412,567 

Distribution payable

   1,619,867   964,833 

Incentive fee payable

   1,331,530   1,049,291 

Management fees payable

   1,147,126   1,053,696 

Professional fees payable

   917,012   650,840 

Payable to Adviser

   476,585   355,255 

Administrator and custodian fees payable

   132,404   260,061 

Accrued expenses and other liabilities

   98,774   —   

Directors’ fees payable

   50,000   —   

Miscellaneous payable

   25,295   25,295 

Transfer agent fees payable

   20,155   9,397 
  

 

 

  

 

 

 

Total liabilities

  $261,298,270  $237,617,868 
  

 

 

  

 

 

 

Commitments and Contingencies (Note 6)

 

Net Assets

 

Common stock, par value $0.01 per share (200,000,000 shares authorized, 19,729,143 and 14,627,401 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively)

   197,291   146,274 

Paid-in capital in excess of par value

   189,821,799   146,096,298 

Distributable earnings (accumulated loss)

   (20,729,038)   (1,680,177) 
  

 

 

  

 

 

 

Total net assets

  $169,290,052  $144,562,395 
  

 

 

  

 

 

 

Total liabilities and net assets

  $430,588,322  $382,180,263 
  

 

 

  

 

 

 

Net asset value per share

  $8.58  $9.88 
  

 

 

  

 

 

 

See accompanying notesNotes to financial statements.Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited StatementConsolidated Statements of Operations

 

   Three Months
Ended
September 30, 2017		  Nine Months
Ended
September 30, 2017		 

Investment income

   

Total Investment Income

  $0  $0 

Operating expenses

   

Organizational and Offering Expenses

   467,647   467,647 

Directors’ Fees

   149,000   149,000 

Professional Fees

   385,500   385,500 

Total Operating Expenses

   1,002,147   1,002,147 
  

 

 

  

 

 

 

Expense Payment

   (1,002,147)   (1,002,147) 
  

 

 

  

 

 

 

Net Income

  $0  $0 
  

 

 

  

 

 

 
   For the Three Months Ended
March 31,		 
   2020  2019 

Investment Income:

 

Interest income, net of amortization/accretion

  $7,052,300  $3,400,195 

Payment-in-kind interest

   206,351   28,637 

Other fee income

   182,600   — 
  

 

 

  

 

 

 

Total investment income

   7,441,251   3,428,832 
  

 

 

  

 

 

 

Expenses:

 

Interest and borrowing expenses

   2,568,667   1,409,152 

Management fees

   1,352,351   615,859 

Income-based incentive fee

   769,023   106,087 

Professional fees

   547,269   342,361 

Collateral management fees

   459,059   — 

Administration and custodian fees

   91,783   65,825 

Directors’ fees

   50,000   37,500 

Insurance expenses

   67,596   61,027 

Transfer agent fees

   10,758   4,662 

Other expenses

   235,122   55,914 
  

 

 

  

 

 

 

Total expenses

   6,151,628   2,698,387 

Waived collateral management fees

   (459,059)   —   

Expense reimbursement from Adviser

   (89,757)   (156,418) 

Waived management fees

   (1,227,046)   (63,171) 

Waived incentive fees

   (486,784)   (76,072) 
  

 

 

  

 

 

 

Net expenses

   3,888,982   2,402,726 
  

 

 

  

 

 

 

Net investment income before taxes

   3,552,269   1,026,106 
  

 

 

  

 

 

 

Excise tax expense

   —     —   
  

 

 

  

 

 

 

Net investment income

   3,552,269   1,026,106 
  

 

 

  

 

 

 

Net realized and change in unrealized gains (losses) on investment transactions:

 

Net realized gain (loss) from investments

   (13,369)   (1,754) 

Net change in unrealized appreciation (depreciation) on investments

   (19,036,228)   358,007 
  

 

 

  

 

 

 

Net realized and change in unrealized gains (losses) on investment transactions

   (19,049,597)   356,253 
  

 

 

  

 

 

 

Net increase (decrease) in net assets resulting from operations

  $(15,497,328)  $1,382,359 
  

 

 

  

 

 

 

Net investment income per share (basic and diluted):

 

Net investment income per share (basic and diluted):

  $0.24  $0.15 

Earnings per share (basic and diluted):

  $(1.06)  $0.20 

Weighted average shares outstanding:

   14,683,464   6,914,873 

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets

   Common Stock            
   Shares   Par
Amount		   Paid in
Capital in
Excess of Par		   Distributable
Earnings		  Total
Net Assets		 

Net assets at December 31, 2019

   14,627,401   $146,274   $146,096,298   $(1,680,177)  $144,562,395 

Increase (decrease) in net assets resulting from operations:

 

Net investment income

   —      —      —      3,552,269   3,552,269 

Net realized gain (loss) on investments

   —      —      —      (13,369)   (13,369) 

Net change in unrealized appreciation (depreciation) on investments

   —      —      —      (19,036,228)   (19,036,228) 

Capital transactions:

 

Issuance of common stock

   4,876,625    48,766    41,796,086    —     41,844,852 

Issuance of common shares pursuant to distribution reinvestment plan

   225,117    2,251    1,929,415    —     1,931,666 

Repurchase of common stock

   —      —      —      —     —   

Distributions to stockholders

   —      —      —      (3,551,533)   (3,551,533) 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total increase (decrease) for the three months ended March 31, 2020

   5,101,742    51,017    43,725,501    (19,048,861)   24,727,657 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Net assets at March 31, 2020

   19,729,143   $197,291   $189,821,799   $(20,729,038)  $169,290,052 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Distributions declared per share

   —     $—     $—     $0.24  $0.24 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets

   Common Stock          
   Shares  Par
Amount		  Paid in
Capital in
Excess of Par		  Distributable
Earnings		  Total
Net Assets		 

Net assets at December 31, 2018

   6,383,672  $63,837  $63,838,147  $(628,274)  $63,273,710 

Increase (decrease) in net assets resulting from operations:

 

Net investment income

   —     —     —     1,026,106   1,026,106 

Net realized gain (loss) on investments

   —     —     —     (1,754)   (1,754) 

Net change in unrealized appreciation (depreciation) on investments

   —     —     —     358,007   358,007 

Capital transactions:

 

Issuance of common stock

   2,317,068   23,171   23,102,137   —     23,125,308 

Issuance of common shares pursuant to distribution reinvestment plan

   58,319   583   580,714   —     581,297 

Repurchase of common stock

   (7,331)   (74)   (72,594)   —     (72,668) 

Distributions to stockholders

   —     —     —     (1,057,242)   (1,057,242) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total increase (decrease) for the three months ended March 31, 2019

   2,368,056   23,680   23,610,257   325,117   23,959,054 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets at March 31, 2019

   8,751,728  $87,517  $87,448,404  $(303,157)  $87,232,764 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Distributions declared per share

   —    $—    $—    $0.15  $0.15 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Cash Flows

   Three Months
Ended
March 31, 2020		  Three Months
Ended
March 31, 2019		 

Cash flows from operating activities

 

Net increase (decrease) in net assets resulting from operations

  $(15,497,328)  $1,382,359 

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:

 

Purchases of investments

   (57,511,820)   (60,724,441) 

Payment-in-kind investments

   (206,351)   (28,637) 

Proceeds from sales of investments and principal repayments

   13,458,168   2,479,560 

Net realized (gain) loss on investments

   13,369   1,754 

Net change in unrealized (appreciation) depreciation on investments

   19,036,228   (358,007) 

Amortization of premium and (accretion) of discount, net

   (452,560)   (124,006) 

Amortization of debt issuance and deferred financing costs

   396,314   142,897 

Increase (decrease) in operating assets and liabilities:

 

(Increase) decrease in receivable for investments sold

   212,441   (66,507) 

(Increase) decrease in interest receivable

   240,380   (352,249) 

(Increase) decrease in prepaid expenses

   67,598   61,027 

Increase (decrease) in investments purchased payable

   —     136,194 

Increase (decrease) in management fees payable

   93,430   552,688 

Increase (decrease) in payable to Adviser

   121,330   (87,581) 

Increase (decrease) in administrator and custodian fees payable

   (127,657)   (69,439) 

Increase (decrease) in professional fees payable

   266,172   134,064 

Increase (decrease) in incentive fees payable

   282,239   30,015 

Increase (decrease) in directors’ fees payable

   50,000   34,500 

Increase (decrease) in transfer agent fees payable

   10,758   4,663 

Increase (decrease) in interest and borrowings expenses payable

   (1,647,346)   702,105 

Increase (decrease) in accrued expenses and other liabilities

   98,774   10,710 
  

 

 

  

 

 

 

Net cash provided by (used for) operating activities

   (41,095,861)   (56,138,331) 
  

 

 

  

 

 

 

Cash flows from financing activities

 

Issuance of common stock

   19,880,528   20,266,912 

Repurchase of common stock

   —     (72,668) 

Distributions paid

   (964,833)   (403,998) 

Financing costs paid

   —     (899,946) 

Borrowings on credit facility

   56,000,000   144,000,000 

Repayments of credit facility

   (32,500,000)   (90,200,000) 
  

 

 

  

 

 

 

Net cash provided by (used for) financing activities

   42,415,695   72,690,300 
  

 

 

  

 

 

 

Net increase (decrease) in cash

   1,319,834   16,551,969 

Cash and cash equivalents, beginning of period

   14,931,791   2,510,208 
  

 

 

  

 

 

 

Cash and cash equivalents, end of period

  $16,251,625  $19,062,177 
  

 

 

  

 

 

 

Supplemental andnon-cash financing activities

 

Cash paid during the period for interest

  $3,787,866  $528,010 

Issuance of common shares pursuant to distribution reinvestment plan

  $1,931,666  $581,297 

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of March 31, 2020

(Unaudited)

Portfolio Company

 Industry Facility Type 

Interest

 Maturity Funded
Par Amount		  Cost  Fair
Value		 
Investments at Fair Value—218.97% + * # ^ 

U.S. Corporate Debt—213.17%

 

1st Lien/Senior Secured Debt—208.82%

 

Amercareroyal, LLC(1)

 Business Services Term Loan 6.81% (L + 5.00%; 1.00% Floor) 11/25/2025 $4,682,293  $4,637,733  $4,495,001 

BEP Borrower Holdco,
LLC(1)

 Business Services Term Loan A 5.24% (L + 4.25%; 1.00% Floor) 06/12/2024  3,435,477   3,391,099   3,126,284 

BEP Borrower Holdco,
LLC(2) (3)

 Business Services Revolver 5.24% (L + 4.25%; 1.00% Floor) 06/12/2024  —     (5,436)   (38,649) 

BEP Borrower Holdco,
LLC(2) (3)

 Business Services Delayed Draw Term Loan B 5.24% (L + 4.25%; 1.00% Floor) 06/12/2024  —     (21,683)   (219,012) 

BEP Borrower Holdco,
LLC(2) (3)

 Business Services Delayed Draw Term

Loan A

 5.24% (L + 4.25%; 1.00% Floor) 06/12/2024  —     (10,842)   (109,506) 

Edgewood Partners Holdings LLC(1)

 Business Services Term Loan 5.25% (L + 4.25%; 1.00% Floor) 09/06/2024  5,608,636   5,560,183   5,356,248 

Metametrics, Inc.(1)

 Business Services Term Loan 7.20% (L + 5.75%; 1.00% Floor) 09/10/2025  5,889,296   5,780,306   5,594,831 

Metametrics, Inc.(2)

 Business Services Revolver 7.20% (L + 5.75%; 1.00% Floor) 09/10/2025  434,122   422,287   401,563 

Quirch Foods Holdings,
LLC(1)

 Business Services Term Loan B 6.93% (L + 6.00%) 12/19/2025  2,112,200   2,093,820   2,027,712 

Single Digits, Inc.(1)

 Business Services Term Loan 7.46% (L + 6.00%; 1.00% Floor) 12/21/2023  3,287,566   3,260,548   3,024,560 

Single Digits, Inc.(2) (3)

 Business Services Revolver 7.46% (L + 6.00%; 1.00% Floor) 12/21/2023  —     (3,110)   (33,292) 

Single Digits, Inc.(2) (3)

 Business Services Delayed Draw Term Loan 7.46% (L + 6.00%; 1.00% Floor) 12/21/2023  —     (7,777)   (83,230) 

Smile Brands, Inc.(1)

 Business Services Term Loan 6.28% (L + 4.50%) 10/12/2024  1,635,547   1,622,871   1,545,592 

Smile Brands, Inc.(2)

 Business Services Revolver 6.75% (P + 3.50%) 10/12/2023  225,363   223,546   211,349 

Smile Brands, Inc.(2)

 Business Services Delayed Draw Term Loan 6.28% (L + 4.50%) 10/12/2024  482,126   477,274   447,247 

Blink Holdings, Inc.(1)

 ConsumerNon-Cyclical Term Loan 6.64% (L + 5.50%; 1.00% Floor) 11/08/2024  1,656,068   1,640,917   1,548,424 

Blink Holdings, Inc.(2)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.77% (L + 5.50%; 1.00% Floor) 11/08/2024  824,456   810,306   730,439 

Blink Holdings, Inc.(1)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.57% (L + 5.50%; 1.00% Floor) 11/08/2024  1,184,620   1,173,757   1,107,619 

Captain D’s, Inc.(1)

 ConsumerNon-Cyclical Term Loan 5.50% (L + 4.50%; 1.00% Floor) 12/15/2023  2,015,002   2,001,600   1,793,352 

Captain D’s, Inc.(2)

 ConsumerNon-Cyclical Revolver 6.75% (P + 3.50%; 1.00% Floor) 12/15/2023  145,851   144,552   124,278 

GPS Hospitality Holding Company LLC(1)

 Consumer Non-Cyclical Term Loan B 5.70% (L + 4.25%) 12/08/2025  2,423,183   2,392,545   2,120,285 

PF Growth Partners, LLC(1)

 ConsumerNon-Cyclical Term Loan 6.45% (L + 5.00%) 07/11/2025  2,027,105   2,008,798   1,824,394 

PF Growth Partners, LLC(2)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.12% (L + 5.00%) 07/11/2025  120,143   116,938   84,100 

Tropical Smoothie Cafe, LLC(1)

 ConsumerNon-Cyclical Term Loan 6.50% (L + 5.50%; 1.00% Floor) 09/24/2023  1,336,588   1,326,849   1,303,173 

Tropical Smoothie Cafe, LLC

 ConsumerNon-Cyclical Revolver 6.50% (L + 5.50%; 1.00% Floor) 09/24/2023  135,009   134,028   131,634 

Tropical Smoothie Cafe, LLC(1) (2)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.50% (L + 5.50%; 1.00% Floor) 09/24/2023  7,698,435   7,626,577   7,505,464 

5 Bars, LLC(1)

 Digital Infrastructure &
Services		 Term Loan 7.50% (L + 6.50%; 1.00% Floor) 09/27/2024  4,742,121   4,677,270   4,623,568 

5 Bars, LLC(2) (3)

 Digital Infrastructure &
Services		 Revolver 7.50% (L + 6.50%; 1.00% Floor) 09/27/2024  —     (8,720)   (16,166) 

5 Bars, LLC(2) (3)

 Digital Infrastructure &
Services		 Delayed Draw Term Loan 7.50% (L + 6.50%; 1.00% Floor) 09/27/2024  —     (46,509)   (86,220) 

Ahead Data Blue, LLC(1)

 Digital Infrastructure &
Services		 Term Loan 6.20% (L + 4.75%; 1.00% Floor) 11/08/2024  5,419,884   5,318,877   5,203,088 

Ahead Data Blue, LLC(2)

 Digital Infrastructure &
Services		 Revolver 7.00% (P + 3.75%; 1.00% Floor) 11/08/2024  443,657   425,932   405,207 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry Facility Type 

Interest

 Maturity Funded
Par Amount		  Cost  Fair
Value		 

D1 Holdings LLC

 Digital Infrastructure
& Services		 Note 7.00% 06/26/2020  32,804   32,804   —   

EvolveIP, LLC(1)

 Digital
Infrastructure &
Services		 Term Loan A 6.75% (L + 5.75%; 1.00% Floor) 06/07/2023  6,617,196   6,526,536   6,418,680 

EvolveIP, LLC(2)

 Digital Infrastructure
& Services		 Revolver 6.75% (L + 5.75%; 1.00% Floor) 06/07/2023  113,374   105,695   96,368 

EvolveIP, LLC(2) (3)

 Digital Infrastructure
& Services		 Delayed Draw Term Loan 6.75% (L + 5.75%; 1.00% Floor) 06/07/2023  —     (10,246)   (22,675) 

Fuze, Inc.(1)

 Digital Infrastructure
& Services		 Term Loan 7.25% (L + 6.25%; 1.00% Floor) 09/20/2024  11,015,029   10,965,679   10,857,514 

Fuze, Inc.(2) (3)

 Digital Infrastructure
& Services		 Revolver 7.25% (L+ 6.25%; 1.00% Floor) 09/20/2024  —     (5,798)   (18,531) 

Fuze, Inc.(2)

 Digital Infrastructure
& Services		 Delayed Draw Term Loan 7.79% (L + 6.25%; 1.00% Floor) 09/20/2024  777,531   194,636   766,905 

InSite Wireless Group,
LLC(1) (2)

 Digital Infrastructure
& Services		 Term Loan 5.38% (L + 4.61%; 0.50% Floor) 03/15/2023  10,210,781   10,087,339   10,048,118 

InSite Wireless Group, LLC

 Digital Infrastructure
& Services		 Revolver 5.38% (L + 4.61%; 0.50% Floor) 03/15/2023  460,172   455,435   454,419 

Star2star Communications, LLC(1)

 Digital Infrastructure
& Services		 Term Loan 6.50% (L + 5.50%; 1.00% Floor) 03/13/2025  5,444,894   5,336,539   5,335,996 

Star2star Communications, LLC(2) (3)

 Digital Infrastructure
& Services		 Revolver 6.50% (L + 5.50%; 1.00% Floor) 03/13/2025  —     (19,025)   (19,217) 

Star2star Communications, LLC(2) (3)

 Digital Infrastructure
& Services		 Delayed Draw Term Loan 6.50% (L + 5.50%; 1.00% Floor) 03/13/2025 $—    $(12,683)  $(12,812) 

AEG Holding Company, Inc.(1)

 Education Term Loan 7.08% (L + 6.00%; 1.00% Floor) 11/20/2023  6,090,673   6,011,995   5,816,593 

AEG Holding Company, Inc.(1)

 Education Term Loan 7.00% (L + 6.00%; 1.00% Floor) 11/20/2023  1,871,541   1,839,991   1,787,322 

AEG Holding Company, Inc.

 Education Revolver 7.00% (L + 6.00%; 1.00% Floor) 11/20/2023  1,116,864   1,101,185   1,066,606 

AEG Holding Company, Inc.(1)

 Education Delayed Draw Term Loan 7.00% (L + 6.00%; 1.00% Floor) 11/20/2023  1,075,502   1,062,110   1,027,104 

Accelerate Resources Operating, LLC

 Energy Term Loan 7.00% (L + 6.00%; 1.00% Floor) 02/24/2026  4,977,171   4,879,252   4,355,025 

Accelerate Resources Operating, LLC(2) (3)

 Energy Revolver 7.00% (L + 6.00%; 1.00% Floor) 02/24/2026  —     (8,160)   (51,846) 

Accelerate Resources Operating, LLC(2) (3)

 Energy Delayed Draw Term Loan 7.00% (L + 6.00%; 1.00% Floor) 02/24/2026  —     (57,119)   (362,919) 

BCP Raptor II, LLC(1)

 Energy Term Loan 5.74% (L + 4.75%) 11/03/2025  5,697,857   5,696,961   4,301,882 

Brazos Delaware II, LLC(1)

 Energy Term Loan B 4.92% (L + 4.00%) 05/21/2025  4,034,893   3,943,343   2,824,425 

Nine Point Energy, LLC(1)

 Energy Term Loan 6.50% (L + 5.50%; 1.00% Floor) 06/07/2024  4,921,875   4,836,347   4,085,156 

Nine Point Energy, LLC(1)

 Energy Revolver 6.50% (L + 5.50%; 1.00% Floor) 06/07/2024  328,125   322,517   272,344 

Nine Point Energy, LLC(1) (2)

 Energy Delayed Draw Term Loan 6.50% (L + 5.50%; 1.00% Floor) 06/07/2024  437,500   407,847   336,875 

Higginbotham Insurance Agency, Inc.

 Financial Services Incremental Term Loan 5.25% (L + 4.25%, 1.00% Floor) 12/19/2024  3,404,667   3,371,933   3,276,992 

American Physician Partners, LLC

 Healthcare & HCIT Term Loan C 7.95% (L + 6.50%; 1.00% Floor) 12/21/2021  1,189,788   1,180,137   1,142,197 

American Physician Partners, LLC(1)

 Healthcare & HCIT Term Loan A 7.95% (L + 6.50%; 1.00% Floor) 12/21/2021  5,498,506   5,447,151   5,278,566 

American Physician Partners, LLC(2)

 Healthcare & HCIT Revolver 7.95% (L + 6.50%; 1.00% Floor) 12/21/2021  346,322   342,460   328,562 

American Physician Partners, LLC(1)

 Healthcare & HCIT Delayed Draw Term Loan 7.95% (L + 6.50%; 1.00% Floor) 12/21/2021  1,037,754   1,028,688   996,243 

Analogic Corporation(1)

 Healthcare & HCIT Term Loan 6.25% (L + 5.25%; 1.00% Floor) 06/24/2024  2,133,542   2,103,630   2,026,865 

Analogic Corporation(2)

 Healthcare & HCIT Revolver 6.25% (L + 5.25%; 1.00% Floor) 06/22/2023  18,333   15,710   7,639 

BK Medical Holding Company, Inc.

 Healthcare & HCIT Term Loan A 6.25% (L + 5.25%; 1.00% Floor) 06/22/2024  3,002,838   2,974,096   2,882,724 

BK Medical Holding Company, Inc.(2) (3)

 Healthcare & HCIT Revolver 6.25% (L + 5.25%; 1.00% Floor) 06/22/2023  —     (3,038)   (12,869) 

CutisPharma, Inc.(1)

 Healthcare & HCIT Term Loan 6.84% (L + 5.25%; 1.00% Floor) 03/21/2023  7,292,268   7,190,658   7,073,500 

CutisPharma, Inc.(2) (3)

 Healthcare & HCIT Revolver 6.84% (L + 5.25%; 1.00% Floor) 03/21/2023  —     (6,553)   (14,488) 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry Facility Type 

Interest

 Maturity Funded
Par Amount		  Cost  Fair
Value		 

CutisPharma, Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 6.84% (L + 5.25%; 1.00% Floor) 03/21/2023  —     (6,553)   (14,488) 

Delaware Valley Management Holdings, Inc.

 Healthcare & HCIT Term Loan 6.75% (L + 5.75%; 1.00% Floor) 03/21/2024  4,299,211   4,228,711   3,288,896 

Delaware Valley Management Holdings, Inc.

 Healthcare & HCIT Revolver 6.75% (L + 5.75%; 1.00% Floor) 03/21/2024  526,880   518,399   403,063 

Delaware Valley Management Holdings, Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 6.75% (L + 5.75%; 1.00% Floor) 03/21/2024  —     (65,360)   (1,238,167) 

Ethos Veterinary Health LLC(1)

 Healthcare & HCIT Term Loan 5.99% (L + 5.00%) 05/15/2026  2,309,120   2,288,131   2,124,391 

Ethos Veterinary Health LLC(1) (2)

 Healthcare & HCIT Delayed Draw Term Loan 5.99% (L + 5.00%) 05/15/2026  1,067,934   1,049,318   915,372 

GHA Buyer, Inc.(1)

 Healthcare & HCIT Term Loan 6.95% (L + 5.50%; 1.00% Floor) 10/23/2023  1,993,069   1,963,370   1,893,415 

GHA Buyer, Inc.(1)

 Healthcare & HCIT Term Loan 6.95% (L + 5.50%; 1.00% Floor) 10/23/2023  569,488   558,578   541,014 

GHA Buyer, Inc.(2) (3)

 Healthcare & HCIT Revolver 6.95% (L + 5.50%; 1.00% Floor) 10/23/2023  —     (2,899)   (10,126) 

GHA Buyer, Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 6.95% (L + 5.50%; 1.00% Floor) 10/23/2023  —     (4,844)   (27,002) 

GHA Buyer, Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 6.95% (L + 5.50%; 1.00% Floor) 10/23/2023  —     (5,426)   (22,837) 

INH Buyer, Inc.(1)

 Healthcare & HCIT Term Loan 10.28% (L + 6.50%; 2.00% PIK, 1.00% Floor) 01/31/2025  8,636,935   8,526,212   7,859,611 

INH Buyer, Inc.(2)

 Healthcare & HCIT Revolver 7.50% (L + 6.50%; 1.00% Floor) 01/31/2024  109,791   107,391   91,264 

OMH-HealthEdge Holdings,
LLC(1)

 Healthcare & HCIT Term Loan 6.50% (L + 5.50%; 1.00% Floor) 10/24/2025  3,765,523   3,685,802   3,614,902 

OMH-HealthEdge Holdings,
LLC(2) (3)

 Healthcare & HCIT Revolver 6.50% (L + 5.50%; 1.00% Floor) 10/24/2024  —     (9,438)   (18,349) 

Pace Health Companies, LLC(1)

 Healthcare & HCIT Term Loan 5.95% (L + 4.50%; 1.00% Floor) 08/02/2024  5,399,670   5,351,008   5,075,690 

Pace Health Companies, LLC(2)

 Healthcare & HCIT Revolver 5.50% (L + 4.50%; 1.00% Floor) 08/02/2024  533,430   527,951   496,429 

Pinnacle Dermatology Management, LLC(1)

 Healthcare & HCIT Term Loan 5.32% (L + 4.25%; 1.00% Floor) 05/18/2023  6,314,350   6,210,668   5,809,202 

Pinnacle Dermatology Management, LLC

 Healthcare & HCIT Revolver 5.37% (L + 4.25%; 1.00% Floor) 05/18/2023  322,749   318,676   296,929 

Pinnacle Dermatology Management, LLC(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 5.37% (L + 4.25%; 1.00% Floor) 05/18/2023  —     (53,858)   (263,091) 

Pinnacle Treatment Centers, Inc.

 Healthcare & HCIT Term Loan 8.03% (L + 6.25%; 1.00% Floor) 12/31/2022  4,247,838   4,208,129   4,162,881 

Pinnacle Treatment Centers, Inc.(4)

 Healthcare & HCIT Revolver 8.25% (P + 5.00%; 1.00% Floor) 12/31/2022  292,954   290,136   287,095 

Pinnacle Treatment Centers,
Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 8.25% (P + 5.00%; 1.00% Floor) 12/31/2022  —     (4,107)   (10,253) 

Platinum Dermatology Partners, LLC

 Healthcare & HCIT Term Loan 8.10% (L + 4.00%; 2.25% PIK, 1.00% Floor) 01/03/2023 $3,147,110  $3,110,731  $2,407,539 

Platinum Dermatology Partners, LLC

 Healthcare & HCIT Specified Delayed Draw
Term Loan		 8.50% (P + 3.00%; 2.25% PIK, 1.00% Floor) 01/03/2023  1,970,427   1,947,512   1,507,376 

Platinum Dermatology Partners, LLC(5)

 Healthcare & HCIT Revolver 8.50% (P + 3.00%; 2.25% PIK, 1.00% Floor) 01/03/2023  500,683   494,966   383,023 

Platinum Dermatology Partners, LLC(6)

 Healthcare & HCIT General Delayed Draw
Term Loan		 8.20% (L + 4.00%; 2.25% PIK, 1.00% Floor) 01/03/2023  1,430,469   1,414,213   1,094,309 

RCP Encore Acquisition, Inc.(1)

 Healthcare & HCIT Term Loan 6.20% (L + 4.75%; 1.00% Floor) 06/09/2025  3,964,703   3,929,569   3,746,645 

The Center for Orthopedic and Research Excellence, Inc.(1)

 Healthcare & HCIT Term Loan 6.25% (L + 5.25%; 1.00% Floor) 08/15/2025  4,981,325   4,901,591   4,794,525 

The Center for Orthopedic and Research Excellence, Inc.

 Healthcare & HCIT Revolver 6.33% (L + 5.25%; 1.00% Floor) 08/15/2025  690,532   679,592   664,637 

The Center for Orthopedic and Research Excellence, Inc.(2) (3)

 Healthcare & HCIT Delayed Draw Term Loan 6.33% (L + 5.25%; 1.00% Floor) 08/15/2025  —     (13,572)   (49,632) 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry Facility Type 

Interest

 Maturity Funded
Par Amount		  Cost  Fair
Value		 

Theranest, LLC(1)

 Healthcare & HCIT Term Loan 6.81% (L + 5.00%; 1.00% Floor) 07/24/2023  2,992,500   2,950,912   2,902,725 

Theranest, LLC

 Healthcare & HCIT Revolver 7.25% (P + 4.00%; 1.00% Floor) 07/24/2023  428,571   422,853   415,714 

Theranest, LLC(1) (2)

 Healthcare & HCIT Delayed Draw Term Loan 6.81% (L + 5.00%; 1.00% Floor) 07/24/2023  1,613,143   1,579,374   1,536,943 

ZBS Alliance Animal Health,
LLC(1)

 Healthcare & HCIT Term Loan 5.75% (L + 4.75%; 1.00% Floor) 11/08/2025  2,714,557   2,663,290   2,592,402 

ZBS Alliance Animal Health, LLC

 Healthcare & HCIT Revolver 5.75% (L + 4.75%; 1.00% Floor) 11/08/2025  680,340   667,523   649,725 

ZBS Alliance Animal Health,
LLC(1) (2)

 Healthcare & HCIT Delayed Draw Term Loan 5.75% (L + 4.75%; 1.00% Floor) 11/08/2025  2,095,447   2,010,619   1,891,345 

RxBenefits, Inc.(1)

 Pharmaceutical Term Loan A 6.58% (L + 5.00%; 1.00% Floor) 03/28/2025  5,763,430   5,763,430   5,475,259 

RxBenefits, Inc.(2)

 Pharmaceutical Revolver 6.00% (L + 5.00%; 1.00% Floor) 03/29/2024  469,151   464,531   440,363 

AMI US Holdings, Inc.(1)

 Software & Services Term Loan 6.34% (L + 5.25%; 1.00% Floor) 04/01/2025  8,235,807   8,093,648   7,947,554 

AMI US Holdings, Inc.(2)

 Software & Services Revolver 6.39% (L + 5.25%; 1.00% Floor) 04/01/2024  1,007,037   989,120   968,725 

Avetta, LLC(1)

 Software & Services Term Loan 6.82% (L + 5.75%; 1.00% Floor) 04/10/2024  3,278,775   3,202,758   3,164,018 

Avetta, LLC(2) (3)

 Software & Services Revolver 6.82% (L + 5.75%; 1.00% Floor) 04/10/2024  —     (6,687)   (17,304) 

Avetta, LLC(1)

 Software & Services Incremental Term Loan B 6.82% (L + 5.75%; 1.00% Floor) 04/10/2024  4,315,915   4,242,622   4,164,858 

Avetta, LLC(2) (3)

 Software & Services Delayed Draw Term Loan 6.82% (L + 5.75%; 1.00% Floor) 04/10/2024  —     (10,480)   —   

Businesssolver.com, Inc.

 Software & Services Term Loan 8.81% (L + 7.50%; 1.00% Floor) 05/15/2023  1,390,037   1,362,730   1,337,911 

Businesssolver.com, Inc.(1)

 Software & Services Term Loan 9.19% (L + 7.50%; 1.00% Floor) 05/15/2023  2,588,235   2,553,710   2,491,176 

Businesssolver.com, Inc.(2) (3)

 Software & Services Revolver 9.19% (L + 7.50%; 1.00% Floor) 05/15/2023  —     (4,117)   (12,132) 

Businesssolver.com, Inc.(1)

 Software & Services Delayed Draw Term Loan 9.19% (L + 7.50%; 1.00% Floor) 05/15/2023  388,235   385,254   373,676 

Degreed, Inc.(1)

 Software & Services Term Loan 7.35% (L + 6.35%; 1.00% Floor) 05/31/2024  2,228,335   2,208,906   2,189,784 

Degreed, Inc.

 Software & Services Revolver 7.35% (L + 6.35%; 1.00% Floor) 05/31/2024  417,813   414,320   410,585 

Degreed, Inc.

 Software & Services Delayed Draw Term Loan 7.35% (L + 6.35%; 1.00% Floor) 05/31/2024  2,924,689   2,853,263   2,874,092 

Dispatch Track, LLC(1)

 Software & Services Term Loan 6.41% (L + 4.50%; 1.00% Floor) 12/17/2024  6,038,593   5,953,108   5,736,663 

Dispatch Track, LLC(2)

 Software & Services Revolver 6.41% (L + 4.50%; 1.00% Floor) 12/17/2024  132,849   128,575   117,753 

Drilling Info Holdings, Inc.(1)

 Software & Services Term Loan 5.24% (L + 4.25%) 07/30/2025  3,386,643   3,374,308   3,149,578 

E2open LLC(1)

 Software & Services Term Loan 7.36% (L + 5.75%; 1.00% Floor) 11/26/2024  4,932,505   4,872,158   4,611,892 

E2open LLC(2)

 Software & Services Revolver 6.95% (L + 5.75%; 1.00% Floor) 11/26/2024  155,682   152,044   135,444 

Engage2Excel, Inc.(1)

 Software & Services Term Loan 8.42% (L + 6.50%; 1.00% Floor) 03/07/2023  1,027,882   1,011,702   914,815 

Engage2Excel, Inc.(1)

 Software & Services Term Loan 8.40% (L + 6.50%; 1.00% Floor) 03/07/2023  2,962,633   2,923,106   2,636,743 

Engage2Excel, Inc.(1) (2) (7)

 Software & Services Revolver 7.71% (L + 6.50%; 1.00% Floor) 03/07/2023  257,552   253,005   216,092 

Engage2Excel, Inc.(2) (3)

 Software & Services Delayed Draw Term Loan 8.75% (P + 5.50%; 1.00% Floor) 03/07/2023  —     (5,056)   (66,449) 

EnterpriseDB Corporation(1)

 Software & Services Term Loan 6.50% (L + 4.50%; 0.75% PIK; 1.00% Floor) 06/21/2024  7,844,102   7,708,704   7,706,831 

EnterpriseDB Corporation(2) (3)

 Software & Services Revolver 6.50% (L + 4.50%; 0.75% PIK; 1.00% Floor) 06/21/2024  —     (11,797)   (12,186) 

Exterro, Inc.(1)

 Software & Services Term Loan 6.76% (L + 5.50%; 1.00% Floor) 05/31/2024  5,809,123   5,703,908   5,780,077 

Exterro, Inc.

 Software & Services Revolver 7.75% (P + 4.50%; 1.00% Floor) 05/31/2024  330,000   325,357   328,350 

Exterro, Inc.(1)

 Software & Services Initial Term Loan 6.76% (L + 5.50%; 1.00% Floor) 05/31/2024  2,793,450   2,755,165   2,779,483 

Finalsite Holdings, Inc.(1)

 Software & Services Term Loan 7.28% (L + 5.50%; 1.00% Floor) 09/25/2024  3,324,594   3,278,954   3,224,856 

Finalsite Holdings, Inc.(2) (3)

 Software & Services Revolver 7.75% (P + 4.50%; 1.00% Floor) 09/25/2024  —     (3,327)   (7,594) 

Genesis Acquisition Co.(1)

 Software & Services Term Loan 5.20% (L + 3.75%) 07/31/2024  1,359,260   1,338,765   1,247,121 

Genesis Acquisition Co.

 Software & Services Revolver 4.73% (L + 3.75%) 07/31/2024  202,400   199,435   185,702 

Genesis Acquisition Co.(2) (3)

 Software & Services Delayed Draw Term Loan 4.74% (L + 3.75%) 07/31/2024  —     (2,656)   (26,424) 

GS AcquisitionCo, Inc.(1)

 Software & Services Term Loan 6.83% (L + 5.75%; 1.00% Floor) 05/24/2024  3,553,584   3,513,527   3,429,208 

GS AcquisitionCo, Inc.(2)

 Software & Services Second Supplemental
Delayed Draw Term Loan		 6.83% (L + 5.75%; 1.00% Floor) 05/24/2024  1,149,970   1,135,849   1,081,288 

GS AcquisitionCo, Inc.(2)

 Software & Services Revolver 6.83% (L + 5.75%; 1.00% Floor) 05/24/2024  218,809   214,527   205,407 

Kaseya Inc.(1) (8)

 Software & Services Term Loan 8.09% (L + 4.00%; 3.00% PIK; 1.00% Floor) 05/02/2025  4,844,900   4,800,677   4,687,441 

Kaseya Inc.(2) (8)

 Software & Services Revolver 7.50% (L + 6.50%; 1.00% Floor) 05/02/2025  372,230   369,014   360,011 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry Facility Type  

Interest

 Maturity  Funded
Par Amount		  Cost  Fair
Value		 

Kaseya Inc.(2) (8)

 Software & Services  Delayed Draw Term Loan  8.09% (L + 4.00%; 3.00% PIK; 1.00% Floor)  05/02/2025  $70,128  $64,905  $57,337 

Kaseya Inc.(2) (3) (8)

 Software & Services  Delayed Draw Term Loan  8.09% (L + 4.00%; 3.00% PIK; 1.00% Floor)  05/02/2025   —     (2,286)   (5,939) 

Ministry Brands, LLC(1)

 Software & Services  Term Loan  5.62% (L + 4.00%; 1.00% Floor)  12/02/2022   3,136,744   3,127,383   3,058,325 

Ministry Brands, LLC(1)

 Software & Services  Delayed Draw Term Loan  5.62% (L + 4.00%; 1.00% Floor)  12/02/2022   655,979   654,010   639,579 

Real Capital Analytics, Inc.(1)

 Software & Services  Term Loan  6.91% (L + 5.00%, 1.00% Floor)  10/02/2024   4,863,178   4,840,938   4,765,915 

Real Capital Analytics, Inc.(2)

 Software & Services  Revolver  6.32% (L + 5.00%, 1.00% Floor)  10/02/2024   555,792   552,635   541,897 

Real Capital Analytics, Inc.(1)

 Software & Services  
First Supplemental Term
Loan		 
 		 6.91% (L + 5.00%, 1.00% Floor)  10/02/2024   3,019,297   3,005,101   2,958,911 

Selligent, Inc.(15)

 Software & Services  Term Loan  6.96% (L + 5.50%; 1.00% Floor)  11/05/2024   1,902,253   1,879,343   1,845,186 

Selligent, Inc.(2) (3) (15)

 Software & Services  Revolver  6.96% (L + 5.50%; 1.00% Floor)  11/03/2023   —     (2,174)   (6,020) 

Sirsi Corporation(1)

 Software & Services  Term Loan  5.75% (L + 4.75%; 1.00% Floor)  03/15/2024   8,908,313   8,796,304   8,551,981 

Sirsi
Corporation(2) (9)

 Software & Services  Revolver  5.75% (L + 4.75%; 1.00% Floor)  03/15/2024   110,748   104,042   88,599 

Smartlinx Solutions, LLC(1)

 Software & Services  Term Loan  7.00% (L + 6.00%; 1.00% Floor)  03/04/2026   5,779,256   5,664,318   5,620,327 

Smartlinx Solutions,
LLC(2) (3)

 Software & Services  Revolver  7.00% (L + 6.00%; 1.00% Floor)  03/04/2026   —     (5,131)   (14,286) 

Sugarcrm, Inc.(1)

 Software & Services  Term Loan  7.50% (L + 6.50%; 1.00% Floor)  07/31/2024   3,600,024   3,550,598   3,573,024 

Sugarcrm, Inc.

 Software & Services  Revolver  7.50% (L + 6.50%; 1.00% Floor)  07/31/2024   310,244   306,236   307,917 

Summit Infrastructure Group, Inc.(1)

 Software & Services  Term Loan  5.20% (L + 4.00%; 1.00% Floor)  03/15/2024   7,003,611   6,886,326   7,003,611 

Summit Infrastructure Group, Inc.(2) (3)

 Software & Services  Revolver  5.20% (L + 4.00%; 1.00% Floor)  03/15/2024   —     (8,963)   —   

Summit Infrastructure Group, Inc.(2) (3)

 Software & Services  Delayed Draw Term Loan  5.20% (L + 4.00%; 1.00% Floor)  03/15/2024   —     (17,902)   —   

Swiftpage, Inc.

 Software & Services  Term Loan A  6.13% (L + 5.00%; 1.00% Floor)  06/13/2023   229,216   225,645   221,194 

Swiftpage, Inc.

 Software & Services  Term Loan  6.00% (L + 5.00%; 1.00% Floor)  06/13/2023   2,490,452   2,456,950   2,403,286 

Swiftpage, Inc.

 Software & Services  Revolver  7.25% (P + 4.00%; 1.00% Floor)  06/13/2023   225,317   222,411   217,430 

Symplr Software, Inc.(1)

 Software & Services  Term Loan  6.57% (L + 5.50%)  11/28/2025   5,742,372   5,668,272   5,397,829 

Symplr Software, Inc.

 Software & Services  Revolver  6.60% (L + 5.50%)  11/30/2023   296,459   293,141   278,672 

Telesoft Holdings, LLC

 Software & Services  Term Loan  7.45% (L + 6.00%, 1.00% Floor)  12/16/2025   5,968,665   5,839,738   5,700,075 

Telesoft Holdings, LLC(2)

 Software & Services  Revolver  7.00% (L + 6.00%, 1.00% Floor)  12/16/2025   397,911   385,112   371,052 

TRGRP, Inc.(1)

 Software & Services  Term Loan  8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   4,836,525   4,763,567   4,691,430 

TRGRP, Inc.

 Software & Services  Revolver  8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   333,333   328,524   323,333 

TRGRP, Inc.(1)

 Software & Services  Incremental Term Loan  8.00% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   1,080,778   1,062,852   1,048,354 

Velocity Purchaser Corporation(1)

 Software & Services  Term Loan  7.08% (L + 6.00%; 1.00% Floor)  12/01/2022   2,815,750   2,784,493   2,815,750 

Velocity Purchaser Corporation(1)

 Software & Services  Term Loan  7.00% (L + 6.00%; 1.00% Floor)  12/01/2022   700,038   690,443   700,038 

Velocity Purchaser Corporation

 Software & Services  Revolver  7.00% (L + 6.00%; 1.00% Floor)  12/01/2022   193,237   191,131   193,237 

Watermark Insights, LLC(1)

 Software & Services  Term Loan  6.50% (L + 5.50%; 1.00% Floor)  06/07/2024   2,606,074   2,586,998   2,449,709 

Watermark Insights, LLC(1)

 Software & Services  Delayed Draw Term Loan  6.50% (L + 5.50%; 1.00% Floor)  06/07/2024   327,047   325,325   307,425 

Purchasing Power, LLC(1)

 Specialty Finance  Term Loan  8.25% (L + 7.25%; 1.00% Floor)  02/06/2024   2,816,062   2,775,000   2,661,178 

Dillon Logistics, Inc.

 Transport &
Logistics		  Term Loan B  9.81% (L + 1.00%; 7.50% PIK, 1.00% Floor)  12/11/2023   1,195,878   1,178,279   717,527 

Dillon Logistics, Inc.

 Transport &
Logistics		  Term Loan A  9.81% (L + 1.00%; 7.50% PIK, 1.00% Floor)  12/11/2023   2,710,658   2,670,661   1,626,395 

Dillon Logistics, Inc.(2) (10)

 Transport &
Logistics		  Revolver  8.71% (L + 7.00%; 1.00% Floor)  12/11/2023   365,443   360,675   202,789 

OSG Bulk Ships, Inc.(1)

 Transport &
Logistics		  Term Loan  5.98% (L + 5.00%)  12/21/2023   5,891,434   5,834,456   5,685,233 
      

 

 

  

 

 

 

Total U.S. 1st Lien/Senior Secured Debt

 

  373,483,172   353,520,684 

2nd Lien/Junior Secured Debt—4.35%

      

Brave Parent Holdings, Inc.(1)

 Energy  Term Loan  9.28% (L + 7.50%)  04/17/2026   1,230,107   1,205,643   1,088,644 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry Facility Type 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair
Value		 

Conterra Ultra Broadband Holdings, Inc.(1)

 Software &
Services		 Term Loan 9.00% (L + 8.00%; 1.00% Floor)  04/30/2027   6,537,710   6,447,439   6,276,202 
      

 

 

  

 

 

 

Total 2nd Lien/Junior Secured Debt

 

  7,653,082   7,364,846 
      

 

 

  

 

 

 

Total U.S. Corporate Debt

 

  381,136,254   360,885,530 

Canadian Corporate Debt- 1.63%

 

1st Lien/Senior Secured Debt- 1.63%

 

JHMCRN Holdings, Inc.(1)(15)

 Business Services Term Loan 6.81% (L + 5.00%; 1.00% Floor)  11/25/2025   846,198   838,144   812,350 

Nuvei Technologies Corp.(1)(15)

 Business Services Term Loan 6.00% (L + 5.00%; 1.00% Floor)  09/29/2025   2,015,143   2,010,808   1,939,575 
      

 

 

  

 

 

 

Total Canadian 1st Lien/Senior Secured Debt

 

  2,848,952   2,751,925 
      

 

 

  

 

 

 

Total Canadian Corporate Debt

 

  2,848,952   2,751,925 

U.S. Preferred Stock- 3.21%

 

Concerto, LLC(11) (12)

 Healthcare & HCIT    65,614  $349,977  $349,977 

Health Platforms Group, Inc.(12)

 Healthcare & HCIT    16,502   90,761   90,761 

Datarobot, Inc.(12)

 Software & Services    38,190   289,278   289,278 

Degreed, Inc.(12)

 Software & Services    43,819   278,541   377,720 

Heap(12)

 Software & Services    189,617   696,351   696,349 

Netskope, Inc.(12)

 Software & Services    36,144   302,536   302,536 

Phenom People, Inc.(12)

 Software & Services    35,055   220,610   220,612 

Protoscale Rubrik(12)

 Software & Services    25,397   598,212   598,201 

Punchh(12)

 Software & Services    24,262   275,337   275,337 

Symplr Software Intermediate Holdings, Inc.(12)

 Software & Services    1,196   1,160,532   1,230,642 

Workfront, Inc.(12)

 Software & Services    104,058   999,997   999,997 
      

 

 

  

 

 

 

Total U.S. Preferred Stock

 

  5,262,132   5,431,410 

U.S. Common Stock- 0.81%

 

NC Holdings, LLC(12) (13)

 Digital Infrastructure & Services    396,513   439,931   294,754 

Leeds FEG Investors, LLC(12)

 Education    320   321,309   331,162 

INH Group Holdings(12)

 Healthcare & HCIT    484,552   484,552   290,731 

Aggregator, LLC(12)

 Software & Services    417,813   417,813   452,909 
      

 

 

  

 

 

 

Total U.S. Common Stock

 

   1,663,605   1,369,556 

U.S. Warrants- 0.15%

 

Fuze, Inc., Warrants expire 09/20/2029(12)

 Digital Infrastructure & Services    196,328   615,168   190,438 

Degreed, Inc., Warrants expire 05/31/2026(12)

 Software & Services    26,294   46,823   59,425 
      

 

 

  

 

 

 

Total U.S. Warrants

 

   661,991   249,863 

TOTAL INVESTMENTS - 218.97%(14)

 

 $ 391,572,934  $370,688,284 
      

 

 

  

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS —(118.97%)

 

  $(201,398,232) 
       

 

 

 

NET ASSETS — 100.00%

 

 $169,290,052 

+

As of March 31, 2020, qualifying assets represented 98.52% of total assets. Under the 1940 Act we may not acquire anynon-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

*

Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Board’s Accounting Standards Codification 820 fair value hierarchy.

#

Percentages are based on net assets.

^

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the consolidated schedule of investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to7-day,30-day,60-day,90-day or180-day LIBOR rates (Weekly,1M L, 2M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of March 31, 2020, rates for weekly 1M L, 2M L, 3M L and 6M L are 0.50%, 0.99%, 1.26%, 1.45% and 1.18%, respectively. As of March 31, 2020, the U.S. Prime rate was 3.25%.

(1)

Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd.

See Notes to Unaudited Consolidated Financial Statements

(2)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 “Commitments and Contingencies”.

(3)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(4)

$29,295 of the funded par amount accrues interest at 8.03% (L + 6.25%).

(5)

$124,648 of the funded par amount accrues interest at 5.32% (L + 4.00%).

(6)

$295,075 of the funded par amount accrues interest at 6.25% (P + 3.00%).

(7)

$125,635 of the funded par amount accrues interest at 8.75% (P + 5.50%).

(8)

Rhode Holdings, Inc. has been renamed to Kaseya Inc. in 2020.

(9)

$55,374 of the funded par amount accrues interest at 7.00% (P + 3.75%).

(10)

$62,056 of the funded par amount accrues interest at 9.25% (P + 6.00%).

(11)

Concerto, LLC is held through ABPCIC Concerto Holdings LLC.

(12)

Non-income producing investment.

(13)

NC Holdings LLC is held through ABPCIC NC Holdings LLC.

(14)

Aggregate gross unrealized appreciation for federal income tax purposes is $1,145,114; aggregate gross unrealized depreciation for federal income tax purposes is $22,029,764. Net unrealized depreciation is $20,884,650 based upon a tax cost basis of $391,572,934.

(15)

Positions considerednon-qualified assets therefore excluded from the qualifying assets calculation as noted in footnote + above.

L-LIBOR
P-Prime
PIK-Payment-In-Kind

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of December 31, 2019

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity   Funded
Par Amount		  Cost  Fair Value 
Investments at Fair Value—238.67% + * # ^ 
U.S. Corporate Debt—231.87% 
1st Lien/Senior Secured Debt—226.60% 

Amercareroyal, LLC(1)

 Business Services Term Loan 6.80% (L + 5.00%; 1.00% Floor)  11/25/2025   $4,682,293  $4,636,124  $4,635,470 

BEP Borrower Holdco,
LLC(1)

 Business Services Term Loan A 6.80% (L + 5.00%; 1.00% Floor)  06/12/2024    3,435,477   3,388,842   3,383,945 

BEP Borrower Holdco,
LLC(2)(3)

 Business Services Revolver 6.80% (L + 5.00%; 1.00% Floor)  06/12/2024    —     (5,753)   (6,442) 

BEP Borrower Holdco,
LLC(2)(3)

 Business Services Delayed Draw Term Loan B 6.80% (L + 5.00%; 1.00% Floor)  06/12/2024    —     (22,949)   (25,766) 

BEP Borrower Holdco,
LLC(2)(3)

 Business Services Delayed Draw Term Loan A 6.80% (L + 5.00%; 1.00% Floor)  06/12/2024    —     (11,474)   (12,883) 

Edgewood Partners Holdings LLC(1)

 Business Services Term Loan 6.05% (L + 4.25%; 1.00% Floor)  09/06/2024    5,622,980   5,572,024   5,568,438 

Metametrics, Inc.(1)

 Business Services Term Loan 7.89% (L + 6.00%; 1.00% Floor)  09/10/2025    5,904,056   5,790,820   5,785,975 

Metametrics, Inc.(2)(3)

 Business Services Revolver 7.89% (L + 6.00%; 1.00% Floor)  09/10/2025    —     (12,365)   (13,024) 

Quirch Foods Holdings,
LLC(1)

 Business Services Term Loan B 7.93% (L + 6.00%)  12/19/2025    2,117,548   2,098,488   2,096,372 

Single Digits, Inc.(1)

 Business Services Term Loan 7.95% (L + 6.00%; 1.00% Floor)  12/21/2023    3,295,889   3,267,258   3,262,930 

Single Digits, Inc.(2)(3)

 Business Services Revolver 7.95% (L + 6.00%; 1.00% Floor)  12/21/2023    —     (3,315)   (4,161) 

Single Digits, Inc.(2)(3)

 Business Services Delayed Draw Term Loan 7.95% (L + 6.00%; 1.00% Floor)  12/21/2023    —     (8,290)   (10,404) 

Smile Brands, Inc.(1)

 Business Services Term Loan 6.70% (L + 4.50%)  10/12/2024    1,639,688   1,626,385   1,639,688 

Smile Brands, Inc.(2)

 Business Services Revolver 8.25% (P + 3.50%)  10/12/2023    33,974   32,034   33,974 

Smile Brands, Inc.(2)

 Business Services Delayed Draw Term Loan 6.70% (L + 4.50%)  10/12/2024    301,121   296,019   301,121 

GPS Hospitality Holding Company LLC(1)

 Consumer Non-Cyclical Term Loan B 6.19% (L + 4.25%)  12/08/2025    2,429,318   2,397,496   2,392,878 

Blink Holdings, Inc.(1)

 ConsumerNon-Cyclical Term Loan 6.49% (L + 4.75%; 1.00% Floor)  11/08/2024    1,660,261   1,644,369   1,643,658 

Blink Holdings, Inc.(1)(2)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.49% (L + 4.75%; 1.00% Floor)  11/08/2024    1,068,410   1,057,010   1,056,534 

Captain D’s, Inc.(1)

 ConsumerNon-Cyclical Term Loan 6.44% (L + 4.50%; 1.00% Floor)  12/15/2023    2,003,178   1,988,982   1,983,146 

Captain D’s, Inc.(2)(5)

 ConsumerNon-Cyclical Revolver 8.25% (P + 3.50%, 1.00% Floor)  12/15/2023    134,587   133,209   132,636 

Lucky Bucks, LLC(1)

 ConsumerNon-Cyclical Term Loan 8.93% (L + 7.00%; 1.00% Floor)  04/10/2023    962,223   949,192   945,384 

Lucky Bucks, LLC(1)(2)(6)

 ConsumerNon-Cyclical Delayed Draw Term Loan 8.91% (L + 7.00%; 1.00% Floor)  04/10/2023    1,043,095   1,028,456   1,023,705 

PF Growth Partners, LLC(1)

 ConsumerNon-Cyclical Term Loan 6.80% (L + 5.00%)  07/11/2025    2,032,211   2,013,134   2,011,889 

PF Growth Partners, LLC(2)

 ConsumerNon-Cyclical Delayed Draw Term Loan 6.74% (L + 5.00%)  07/11/2025    60,071   56,721   56,467 

Tropical Smoothie Cafe, LLC(1)

 ConsumerNon-Cyclical Term Loan 7.30% (L + 5.50%; 1.00% Floor)  09/24/2023    1,343,338   1,332,936   1,343,338 

Tropical Smoothie Cafe, LLC(2)

 ConsumerNon-Cyclical Revolver 7.30% (L + 5.50%; 1.00% Floor)  09/24/2023    38,574   37,526   38,574 

Tropical Smoothie Cafe, LLC(2)(3)

 ConsumerNon-Cyclical Delayed Draw Term Loan 7.30% (L + 5.50%; 1.00% Floor)  09/24/2023    —     (65,980)   —   

Ahead Data Blue, LLC(1)

 Digital Infrastructure &
Services		 Term Loan 6.49% (L + 4.75%; 1.00% Floor)  11/08/2024    5,447,119   5,340,940   5,338,177 

Ahead Data Blue, LLC(2)(3)

 Digital Infrastructure &
Services		 Revolver 6.49% (L + 4.75%; 1.00% Floor)  11/08/2024    —     (18,666)   (19,225) 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair Value 

EvolveIP, LLC(1)

 Digital
Infrastructure &
Services		 Term Loan A 7.55% (L + 5.75%; 1.00% Floor)  06/07/2023   6,633,822   6,536,708   6,534,315 

EvolveIP, LLC(2)(3)

 Digital Infrastructure &
Services		 Revolver 7.55% (L + 5.75%; 1.00% Floor)  06/07/2023   —     (8,269)   (8,503) 

EvolveIP, LLC(2)(3)

 Digital
Infrastructure &
Services		 Delayed Draw Term Loan 7.55% (L + 5.75%; 1.00% Floor)  06/07/2023   —     (11,028)   (11,337) 

5 Bars, LLC

 Digital
Infrastructure &
Services		 Term Loan 8.30% (L + 6.50%; 1.00% Floor)  09/27/2024   4,742,121   4,674,290   4,670,990 

5 Bars, LLC(2)(3)

 Digital
Infrastructure &
Services		 Revolver 8.30% (L + 6.50%; 1.00% Floor)  09/27/2024   —     (9,197)   (9,700) 

5 Bars, LLC(2)(3)

 Digital
Infrastructure &
Services		 Delayed Draw Term Loan 8.30% (L + 6.50%; 1.00% Floor)  09/27/2024   —     (49,051)   (51,732) 

D1 Holdings LLC

 Digital
Infrastructure &
Services		 Note 7.00%  06/26/2020   32,241   32,241   32,241 

Fuze, Inc.(1)

 Digital
Infrastructure &
Services		 Term Loan 8.34% (L + 6.25%; 1.00% Floor)  09/20/2024   11,015,029   10,961,643   10,513,845 

Fuze, Inc.(2)

 Digital
Infrastructure &
Services		 Revolver 10.00% (P + 5.25%; 1.00% Floor)  09/20/2024   907,120   901,003   848,157 

Fuze, Inc.(2)(3)

 Digital
Infrastructure &
Services		 Delayed Draw Term Loan 8.34% (L + 6.25%; 1.00% Floor)  09/20/2024   —     (586,835)   (117,926) 

InSite Wireless Group, LLC(1)(2)

 Digital
Infrastructure &
Services		 Term Loan 6.28% (L + 4.52%; 0.50% Floor)  03/15/2023   6,833,574   6,700,275   6,670,911 

InSite Wireless Group, LLC

 Digital
Infrastructure &
Services		 Revolver 6.32% (L + 4.52%; 0.50% Floor)  03/15/2023   460,172   455,073   454,419 

AEG Holding Company, Inc.(1)

 Education Term Loan 7.74% (L + 6.00%; 1.00% Floor)  11/20/2023   1,876,255   1,842,769   1,838,730 

AEG Holding Company, Inc.(1)

 Education Term Loan 7.80% (L + 6.00%; 1.00% Floor)  11/20/2023  $6,106,250  $6,022,723  $5,984,125 

AEG Holding Company, Inc.(2)

 Education Revolver 7.72% (L + 6.00%; 1.00% Floor)  11/20/2023   558,432   541,763   536,095 

AEG Holding Company, Inc.(1)

 Education Delayed Draw Term Loan 7.74% (L + 6.00%; 1.00% Floor)  11/20/2023   1,078,211   1,063,994   1,056,647 

BCP Raptor II, LLC(1)(7)

 Energy Term Loan 6.55% (L + 4.75%)  11/03/2025   5,712,209   5,711,278   5,255,233 

Brazos Delaware II, LLC(1)(7)

 Energy Term Loan B 5.79% (L + 4.00%)  05/21/2025   4,045,160   3,949,599   3,441,743 

Nine Point Energy, LLC(1)

 Energy Term Loan 7.24% (L + 5.50%; 1.00% Floor)  06/07/2024   4,921,875   4,832,047   4,823,438 

Nine Point Energy, LLC(1)(2)(3)

 Energy Revolver 7.21% (L + 5.50%; 1.00% Floor)  06/07/2024   —     (5,998)   (6,562) 

Nine Point Energy, LLC(1)(2)

 Energy Delayed Draw Term Loan 7.24% (L + 5.50%; 1.00% Floor)  06/07/2024   437,500   406,186   402,500 

Higginbotham Insurance Agency, Inc.

 Financial Services Incremental Term Loan 6.05% (L + 4.25%, 1.00% Floor)  12/19/2024   1,047,616   1,037,219   1,037,140 

Higginbotham Insurance Agency, Inc.(2)

 Financial Services Delayed Draw Term Loan 6.05% (L + 4.25%, 1.00% Floor)  12/19/2024   —     —   — 

OMH-HealthEdge Holdings,
LLC(1)

 Healthcare & HCIT Term Loan 7.30% (L + 5.50%; 1.00% Floor)  10/24/2025   3,774,984   3,692,206   3,690,047 

OMH-HealthEdge Holdings,
LLC(2)(3)

 Healthcare & HCIT Revolver 7.30% (L + 5.50%; 1.00% Floor)  10/24/2024   —   (9,940)   (10,321) 

ZBS Alliance Animal Health,
LLC(1)

 Healthcare & HCIT Term Loan 5.97% (L + 4.25%; 1.00% Floor)  11/08/2025   2,721,360   2,668,061   2,666,933 

ZBS Alliance Animal Health,
LLC(2)

 Healthcare & HCIT Revolver 6.04% (L + 4.25%; 1.00% Floor)  11/08/2025   498,916   485,603   485,309 

ZBS Alliance Animal Health,
LLC(2)(3)

 Healthcare & HCIT Delayed Draw Term Loan 5.97% (L + 4.25%; 1.00% Floor)  11/08/2025   —     (88,520)   (90,712) 

American Physician Partners, LLC

 Healthcare & HCIT Term Loan C 8.44% (L + 6.50%; 1.00% Floor)  12/21/2021   1,203,704   1,192,634   1,191,667 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair Value 

American Physician Partners, LLC(1)

 Healthcare &
HCIT		 Term Loan A 8.44% (L + 6.50%; 1.00% Floor)  12/21/2021   5,562,816   5,503,929   5,507,188 

American Physician Partners, LLC(2)

 Healthcare &
HCIT		 Revolver 8.44% (L + 6.50%; 1.00% Floor)  12/21/2021   177,601   173,200   173,161 

American Physician Partners, LLC(1)

 Healthcare &
HCIT		 Delayed Draw Term Loan 8.44% (L + 6.50%; 1.00% Floor)  12/21/2021   1,049,891   1,039,517   1,039,392 

Analogic Corporation(1)

 Healthcare &
HCIT		 Term Loan 7.80% (L + 6.00%; 1.00% Floor)  06/24/2024   2,937,163   2,891,148   2,893,987 

Analogic Corporation(2)

 Healthcare &
HCIT		 Revolver 7.80% (L + 6.00%; 1.00% Floor)  06/22/2023   28,696   24,667   24,678 

CutisPharma, Inc.(1)

 Healthcare &
HCIT		 Term Loan 7.79% (L + 5.75%; 1.00% Floor)  03/21/2023   7,292,268   7,183,139   7,164,653 

CutisPharma, Inc.(2)(3)

 Healthcare &
HCIT		 Revolver 7.79% (L + 5.75%; 1.00% Floor)  03/21/2023   —     (7,096)   (8,451) 

CutisPharma, Inc.(2)(3)

 Healthcare &
HCIT		 Delayed Draw Term Loan 7.79% (L + 5.75%; 1.00% Floor)  03/21/2023   —     (7,096)   (8,451) 

Delaware Valley Management Holdings, Inc.(1)

 Healthcare &
HCIT		 Term Loan 7.55% (L + 5.75%; 1.00% Floor)  03/21/2024   4,414,146   4,337,516   4,325,863 

Delaware Valley Management Holdings, Inc.(2)

 Healthcare &
HCIT		 Revolver 7.50% (L + 5.75%; 1.00% Floor)  03/21/2024   368,816   359,862   358,278 

Delaware Valley Management Holdings, Inc.(2)(3)

 Healthcare &
HCIT		 Delayed Draw Term Loan 7.55% (L + 5.75%; 1.00% Floor)  03/21/2024   —     (69,365)   (105,376) 

Ethos Veterinary Health LLC(1) (2)

 Healthcare &
HCIT		 Term Loan 6.80% (L + 5.00%)  05/15/2026   3,382,870   3,343,496   3,340,651 

GHA Buyer, Inc.(1)

 Healthcare &
HCIT		 Term Loan 7.22% (L + 5.50%; 1.00% Floor)  10/23/2023   570,916   559,588   559,497 

GHA Buyer, Inc.(1)

 Healthcare &
HCIT		 Term Loan 7.30% (L + 5.50%; 1.00% Floor)  10/23/2023   1,998,132   1,966,554   1,958,169 

GHA Buyer, Inc.(2)(3)

 Healthcare &
HCIT		 Revolver 7.30% (L + 5.50%; 1.00% Floor)  10/23/2023   —     (3,098)   (4,050) 

GHA Buyer, Inc.(2)(3)

 Healthcare &
HCIT		 Delayed Draw Term Loan 7.22% (L + 5.50%; 1.00% Floor)  10/23/2023   —     (5,656)   (5,709) 

GHA Buyer, Inc.(2)(3)

 Healthcare &
HCIT		 Delayed Draw Term Loan 7.30% (L + 5.50%; 1.00% Floor)  10/23/2023   —     (5,175)   (6,750) 

INH Buyer, Inc.(1)

 Healthcare &
HCIT		 Term Loan 10.43% (L + 6.50%; 2.00% PIK, 1.00% Floor)  01/31/2025   8,643,765   8,528,135   8,514,109 

INH Buyer, Inc.(2)(3)

 Healthcare &
HCIT		 Revolver 10.43% (L + 6.50%; 2.00% PIK, 1.00% Floor)  01/31/2024   —     (2,542)   (3,088) 

Pace Health Companies, LLC(1)

 Healthcare &
HCIT		 Term Loan 6.44% (L + 4.50%; 1.00% Floor)  08/02/2024   5,413,237   5,362,021   5,359,104 

Pace Health Companies, LLC(2)(3)

 Healthcare &
HCIT		 Revolver 6.44% (L + 4.50%; 1.00% Floor)  08/02/2024   —     (5,789)   (6,167) 

Pinnacle Dermatology Management,
LLC(1)

 Healthcare &
HCIT		 Term Loan 6.05% (L + 4.25%; 1.00% Floor)  05/18/2023   6,319,034   6,207,891   6,192,653 

Pinnacle Dermatology Management,
LLC(2)(3)

 Healthcare &
HCIT		 Revolver 6.11% (L + 4.25%; 1.00% Floor)  05/18/2023   —     (6,377)   (9,368) 

Pinnacle Dermatology Management,
LLC(2)

 Healthcare &
HCIT		 Delayed Draw Term Loan 6.11% (L + 4.25%; 1.00% Floor)  05/18/2023   1,499,395   1,455,846   1,436,536 

Platinum Dermatology Partners, LLC

 Healthcare &
HCIT		 Term Loan 8.24% (L + 6.25%; 1.00% Floor)  01/03/2023   3,147,110   3,107,800   2,911,076 

Platinum Dermatology Partners, LLC(1)

 Healthcare &
HCIT		 Specified Delayed Draw Term Loan Commitment 10.00% (P + 5.25%; 1.00% Floor)  01/03/2023   1,959,465   1,934,744   1,812,505 

Platinum Dermatology Partners, LLC(8)

 Healthcare &
HCIT		 Revolver 10.00% (P + 5.25%; 1.00% Floor)  01/03/2023   498,592   492,422   461,197 

Platinum Dermatology Partners, LLC(1)(9)

 Healthcare &
HCIT		 General Delayed Draw Term Loan Commitment 8.20% (L + 6.25%; 1.00% Floor)  01/03/2023   1,422,407   1,404,839   1,315,726 

RCP Encore Acquisition, Inc.(1)

 Healthcare &
HCIT		 Term Loan 6.46% (L + 4.75%; 1.00% Floor)  06/09/2025   3,974,715   3,938,087   3,934,968 

The Center for Orthopedic and Research Excellence, Inc.(1)

 Healthcare &
HCIT		 Term Loan 7.31% (L + 5.25%; 1.00% Floor)  08/15/2025  $4,993,841  $4,910,901  $4,906,449 

The Center for Orthopedic and Research Excellence, Inc.(2)

 Healthcare &
HCIT		 Revolver 7.31% (L + 5.25%; 1.00% Floor)  08/15/2025   34,527   23,105   22,442 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair Value 

The Center for Orthopedic and Research Excellence, Inc.(2)(3)

 Healthcare &
HCIT		 Delayed Draw Term Loan 7.31% (L + 5.25%; 1.00% Floor)  08/15/2025   —     (14,181)   (15,105) 

Theranest, LLC(1)

 Healthcare &
HCIT		 Term Loan 6.93% (L + 5.00%; 1.00% Floor)  07/24/2023   3,000,000   2,955,526   2,940,000 

Theranest, LLC(2)(3)

 Healthcare &
HCIT		 Revolver 6.93% (L + 5.00%; 1.00% Floor)  07/24/2023   —     (6,143)   (8,571) 

Theranest, LLC(1)(2)

 Healthcare &
HCIT		 Delayed Draw Term Loan 6.93% (L + 5.00%; 1.00% Floor)  07/24/2023   1,613,143   1,577,054   1,568,143 

RxBenefits, Inc.(1)

 Pharmaceutical Term Loan A 7.17% (L + 5.25%; 1.00% Floor)  03/28/2025   5,777,984   5,777,984   5,720,204 

RxBenefits, Inc.(2)(3)

 Pharmaceutical Revolver 7.17% (L + 5.25%; 1.00% Floor)  03/29/2024   —     (4,900)   (5,758) 

Dispatch Track, LLC(1)

 Software &
Services		 Term Loan 6.41% (L + 4.50%; 1.00% Floor)  12/17/2024   6,038,593   5,948,735   5,948,014 

Dispatch Track, LLC(2)

 Software &
Services		 Revolver 6.41% (L + 4.50%; 1.00% Floor)  12/17/2024   132,849   128,320   128,320 

Real Capital Analytics, Inc.(1)

 Software &
Services		 Term Loan 7.09% (L + 5.00%, 1.00% Floor)  10/02/2024   4,863,178   4,839,901   4,838,862 

Real Capital Analytics, Inc.(2)

 Software &
Services		 Revolver 6.90% (L + 5.00%, 1.00% Floor)  10/02/2024   555,792   552,482   552,318 

Real Capital Analytics, Inc.

 Software &
Services		 First Supplemental Term Loan 6.71% (L + 5.00%, 1.00% Floor)  10/02/2024   3,019,297   3,004,200   3,004,200 

Telesoft Holdings, LLC

 Software &
Services		 Term Loan 7.69% (L + 5.75%, 1.00% Floor)  12/16/2025   5,968,665   5,834,630   5,834,370 

Telesoft Holdings, LLC(2)(3)

 Software &
Services		 Revolver 7.69% (L + 5.75%, 1.00% Floor)  12/16/2025   —     (13,366)   (13,430) 

AMI US Holdings, Inc.(1)

 Software &
Services		 Term Loan 7.19% (L + 5.50%; 1.00% Floor)  04/01/2025   8,256,605   8,108,278   8,091,473 

AMI US Holdings, Inc.(2)

 Software &
Services		 Revolver 7.30% (L + 5.50%; 1.00% Floor)  04/01/2024   481,626   462,683   459,734 

Avetta, LLC(1)

 Software &
Services		 Term Loan 7.55% (L + 5.75%; 1.00% Floor)  04/10/2024   3,287,118   3,206,937   3,221,375 

Avetta, LLC(2)(3)

 Software &
Services		 Revolver 7.55% (L + 5.75%; 1.00% Floor)  04/10/2024   —     (7,093)   (9,888) 

Avetta, LLC(1)

 Software &
Services		 Incremental Term Loan B 7.55% (L + 5.75%; 1.00% Floor)  04/10/2024   4,326,814   4,249,497   4,240,278 

Avetta, LLC(2)(3)

 Software &
Services		 Delayed Draw Term Loan 7.55% (L + 5.75%; 1.00% Floor)  04/10/2024   —     (11,111)   (12,360) 

Broadway Technology, LLC(1)

 Software &
Services		 Term Loan 6.85% (L + 4.75%; 1.00% Floor)  04/01/2024   4,444,603   4,365,514   4,355,711 

Broadway Technology, LLC(2)(3)

 Software &
Services		 Revolver 6.85% (L + 4.75%; 1.00% Floor)  04/01/2024   —     (6,544)   (7,677) 

Businesssolver.com, Inc.(1)

 Software &
Services		 Term Loan 9.41% (L + 7.50%; 1.00% Floor)  05/15/2023   2,588,235   2,551,360   2,588,235 

Businesssolver.com, Inc.(2)(10)

 Software &
Services		 Revolver 9.30% (L + 7.50%; 1.00% Floor)  05/15/2023   129,412   124,990   129,412 

Businesssolver.com, Inc.(1)

 Software &
Services		 Delayed Draw Term Loan 9.41% (L + 7.50%; 1.00% Floor)  05/15/2023   388,235   385,043   388,235 

Degreed, Inc.(1)

 Software &
Services		 Term Loan 8.15% (L + 6.35%; 1.00% Floor)  05/31/2024   2,228,335   2,207,938   2,189,784 

Degreed, Inc.(2)(3)

 Software &
Services		 Revolver 8.15% (L + 6.35%; 1.00% Floor)  05/31/2024   —     (3,698)   (7,228) 

Degreed, Inc.(2)

 Software &
Services		 Delayed Draw Term Loan 8.06% (L + 6.35%; 1.00% Floor)  05/31/2024   1,114,167   1,068,684   1,085,798 

Drilling Info Holdings, Inc.(1)(7)

 Software &
Services		 Term Loan 6.05% (L + 4.25%)  07/30/2025   3,395,236   3,382,377   3,395,236 

E2open LLC(1)

 Software &
Services		 Term Loan 7.66% (L + 5.75%; 1.00% Floor)  11/26/2024   4,944,898   4,881,721   4,895,449 

E2open LLC(2)(3)

 Software &
Services		 Revolver 7.66% (L + 5.75%; 1.00% Floor)  11/26/2024   —     (3,830)   (3,114) 

Engage2Excel, Inc.(1)

 Software &
Services		 Term Loan 8.42% (L + 6.50%; 1.00% Floor)  03/07/2023   1,030,478   1,013,050   1,009,868 

Engage2Excel, Inc.(1)

 Software &
Services		 Term Loan 8.71% (L + 6.50%; 1.00% Floor)  03/07/2023   2,970,191   2,927,623   2,910,787 

Engage2Excel, Inc.(1)(2)(11)

 Software &
Services		 Revolver 10.25% (P + 5.50%; 1.00% Floor)  03/07/2023   251,270   246,280   243,732 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair Value 

Engage2Excel, Inc.(2)(3)

 Software &
Services		 Delayed Draw Term Loan 10.25% (P + 5.50%; 1.00% Floor)  03/07/2023   —     (5,481)   (6,645) 

EnterpriseDB Corporation(1)

 Software &
Services		 Term Loan 7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor)  06/21/2024   7,829,259   7,687,008   7,711,820 

EnterpriseDB Corporation(2)(3)

 Software &
Services		 Revolver 7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor)  06/21/2024   —     (12,478)   (10,445) 

Exterro, Inc.(1)

 Software &
Services		 Term Loan 7.41% (L + 5.50%; 1.00% Floor)  05/31/2024   5,945,987   5,834,920   5,916,257 

Exterro, Inc.(2)(3)

 Software &
Services		 Revolver 7.41% (L + 5.50%; 1.00% Floor)  05/31/2024   —     (4,915)   (1,650) 

Exterro, Inc.(1)

 Software &
Services		 Initial Term Loan 7.41% (L + 5.50%; 1.00% Floor)  05/31/2024   2,866,875   2,825,603   2,852,541 

Finalsite Holdings, Inc.(1)

 Software &
Services		 Term Loan 6.93% (L + 5.00%; 1.00% Floor)  09/25/2024   3,333,032   3,285,122   3,283,036 

Finalsite Holdings, Inc.(2)(3)

 Software &
Services		 Revolver 6.93% (L + 5.00%; 1.00% Floor)  09/25/2024   —     (3,509)   (3,797) 

Genesis Acquisition Co.(1)

 Software &
Services		 Term Loan 5.69% (L + 3.75%)  07/31/2024   1,362,701   1,341,127   1,335,447 

Genesis Acquisition Co.(2)

 Software &
Services		 Revolver 5.69% (L + 3.75%)  07/31/2024   70,840   67,715   66,792 

Genesis Acquisition Co.(2)(3)

 Software &
Services		 Delayed Draw Term Loan 5.69% (L + 3.75%)  07/31/2024   —     (2,804)   (3,645) 

GS AcquisitionCo, Inc.(1)

 Software &
Services		 Term Loan 7.55% (L + 5.75%; 1.00% Floor)  05/24/2024   2,716,747   2,685,271   2,682,788 

GS AcquisitionCo, Inc.(2)

 Software &
Services		 Second Supplemental Delayed Draw Term Loan 7.55% (L + 5.75%; 1.00% Floor)  05/24/2024   205,022   191,520   190,366 

GS AcquisitionCo, Inc.(2)

 Software &
Services		 Revolver 7.55% (L + 5.75%; 1.00% Floor)  05/24/2024   193,445   189,956   189,667 

Ministry Brands, LLC(1)

 Software &
Services		 Term Loan 5.85% (L + 4.00%; 1.00% Floor)  12/02/2022   3,144,605   3,134,417   3,128,882 

Ministry Brands, LLC(1)

 Software &
Services		 Delayed Draw Term Loan 5.85% (L + 4.00%; 1.00% Floor)  12/02/2022   657,623   655,480   654,335 

Rhode Holdings, Inc.(1)

 Software &
Services		 Term Loan 8.72% (L + 5.50%; 1.00% PIK; 1.00% Floor)  05/02/2025   4,477,141   4,437,548   4,387,598 

Rhode Holdings, Inc.(2)

 Software &
Services		 Revolver 8.30% (L + 6.50%; 1.00% Floor)  05/02/2025   214,851   211,489   207,332 

Rhode Holdings, Inc.(2)

 Software &
Services		 Delayed Draw Term Loan 8.69% (L + 5.50%; 1.00% PIK; 1.00% Floor)  05/02/2025   69,949   64,481   63,878 

Selligent, Inc.(19)

 Software &
Services		 Term Loan 7.45% (L + 5.50%; 1.00% Floor)  11/05/2024   1,907,069   1,883,067   1,878,463 

Selligent, Inc.(2)(3)(19)

 Software &
Services		 Revolver 7.45% (L + 5.50%; 1.00% Floor)  11/03/2023   —     (2,323)   (3,010) 

Sirsi Corporation(1)

 Software &
Services		 Term Loan 6.49% (L + 4.75%; 1.00% Floor)  03/15/2024   8,965,418   8,846,501   8,830,937 

Sirsi Corporation(2)(12)

 Software &
Services		 Revolver 8.50% (P + 3.75%; 1.00% Floor)  03/15/2024  $221,497  $214,397  $213,190 

Sugarcrm, Inc.(1)

 Software &
Services		 Term Loan 8.30% (L + 6.50%; 1.00% Floor)  07/31/2024   3,600,024   3,548,249   3,600,024 

Sugarcrm, Inc.(2)(3)

 Software &
Services		 Revolver 8.54% (L + 6.50%; 1.00% Floor)  07/31/2024   —     (4,235)   —   

Summit Infrastructure Group, Inc.(1)

 Software &
Services		 Term Loan 5.75% (L + 4.00%; 1.00% Floor)  03/15/2024   7,019,794   6,895,695   6,879,398 

Summit Infrastructure Group, Inc.(2)(3)

 Software &
Services		 Revolver 5.75% (L + 4.00%; 1.00% Floor)  03/15/2024   —     (9,518)   (11,258) 

Summit Infrastructure Group, Inc.(2)(3)

 Software &
Services		 Delayed Draw Term Loan 5.75% (L + 4.00%; 1.00% Floor)  03/15/2024   —     (19,006)   (22,515) 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 Industry 

Facility Type

 

Interest

 Maturity  Funded
Par Amount		  Cost  Fair Value 

Swiftpage, Inc.

 Software &
Services		 Term Loan A 7.24% (L + 5.50%; 1.00% Floor)  06/13/2023  $229,796  $225,972  $225,200 

Swiftpage, Inc.

 Software &
Services		 Term Loan 7.30% (L + 5.50%; 1.00% Floor)  06/13/2023   2,496,789   2,460,901   2,446,853 

Swiftpage, Inc.(2)(3)

 Software &
Services		 Revolver 7.30% (L + 5.50%; 1.00% Floor)  06/13/2023   —   (3,128)   (4,506) 

Symplr Software, Inc.(1)(13)

 Software &
Services		 Term Loan 7.94% (L + 6.00%)  11/28/2025   5,756,909   5,680,081   5,670,556 

Symplr Software, Inc.(2)(13)

 Software &
Services		 Revolver 7.94% (L + 6.00%)  11/30/2023   268,631   265,115   264,184 

TRGRP, Inc.(1)

 Software &
Services		 Term Loan 8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   4,806,090   4,728,641   4,709,968 

TRGRP, Inc.(2)(3)

 Software &
Services		 Revolver 8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   —   (5,139)   (6,667) 

TRGRP, Inc.(1)

 Software &
Services		 Incremental Term Loan 8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)  11/01/2023   1,073,976   1,054,948   1,052,497 

Velocity Purchaser Corporation(1)

 Software &
Services		 Term Loan 7.80% (L + 6.00%; 1.00% Floor)  12/01/2022   2,815,750   2,781,894   2,815,750 

Velocity Purchaser Corporation(1)

 Software &
Services		 Term Loan 7.79% (L + 6.00%; 1.00% Floor)  12/01/2022   700,038   689,647   700,038 

Velocity Purchaser Corporation(2)(3)

 Software &
Services		 Revolver 7.80% (L + 6.00%; 1.00% Floor)  12/01/2022   —   (2,300)   — 

Watermark Insights, LLC(1)

 Software &
Services		 Term Loan 7.29% (L + 5.50%; 1.00% Floor)  06/07/2024   2,612,705   2,592,613   2,586,578 

Watermark Insights, LLC(1)

 Software &
Services		 Delayed Draw Term Loan 7.29% (L + 5.50%; 1.00% Floor)  06/07/2024   327,878   326,063   324,599 

Purchasing Power, LLC(1)

 Specialty Finance Term Loan 8.96% (L + 7.25%; 1.00% Floor)  02/06/2024   2,854,850   2,810,973   2,804,891 

Dillon Logistics, Inc.(1)

 Transport &
Logistics		 Term Loan B 10.48% (L + 3.00%; 5.00% PIK; 1.00% Floor)  12/11/2023   1,172,909   1,154,246   1,089,984 

Dillon Logistics, Inc.(1)

 Transport &
Logistics		 Term Loan A 10.48% (L + 3.00%; 5.00% PIK; 1.00% Floor)  12/11/2023   2,658,594   2,616,179   2,470,631 

Dillon Logistics, Inc.(2)(14)

 Transport &
Logistics		 Revolver 8.90% (L + 7.00%; 1.00% Floor)  12/11/2023   365,443   360,395   336,694 

OSG Bulk Ships, Inc.(1)

 Transport &
Logistics		 Term Loan 6.69% (L + 5.00%)  12/21/2023   6,017,292   5,955,690   5,942,076 
      

 

 

  

 

 

 

Total 1st Lien/Senior Secured Debt

    329,471,892   327,560,477 

2nd Lien/Junior Secured Debt—5.27%

 

Brave Parent Holdings, Inc.(1)

 Energy Term Loan 9.43% (L + 7.50%)  04/17/2026   1,230,107   1,204,314   1,180,902 

Conterra Ultra Broadband Holdings, Inc.(1)

 Software &
Services		 Term Loan 9.70% (L + 8.00%; 1.00% Floor)  04/30/2027   6,537,710   6,445,244   6,439,645 
      

 

 

  

 

 

 

Total 2nd Lien/Junior Secured Debt

    7,649,558   7,620,547 
      

 

 

  

 

 

 

Total U.S. Corporate Debt

    337,121,450   335,181,024 

Canadian Corporate Debt—1.95%

    

1st Lien/Senior Secured Debt—1.95%

    

JHMCRN Holdings, Inc.(1)(19)

 Business Services Term Loan 6.80% (L + 5.00%; 1.00% Floor)  11/25/2025   846,198   837,854   837,736 

Nuvei Technologies Corp.(1)(4)(19)

 Business Services Term Loan 6.80% (L + 5.00%; 1.00% Floor)  09/29/2025   2,015,143   2,010,646   1,994,992 
      

 

 

  

 

 

 

Total 1st Lien/Senior Secured Debt

    2,848,500   2,832,728 
      

 

 

  

 

 

 

Total Canadian Corporate Debt

    2,848,500   2,832,728 

Portfolio Company

 

Industry

     Shares  Cost  Fair Value 

U.S. Preferred Stock—3.36%

    

Concerto, LLC(15)(16)

 Healthcare & HCIT    65,614  $349,977  $349,977 

Datarobot, Inc.(16)

 Software & Services    38,190   289,278   289,278 

Degreed, Inc.(16)

 Software & Services    43,819   278,541   278,540 

Heap(16)

 Software & Services    189,617   696,351   696,351 

Protoscale Rubrik(16)

 Software & Services    25,397   598,212   598,201 

Punchh(16)

 Software & Services    24,262   275,337   275,337 

Symplr Software Intermediate Holdings, Inc.(16)

 Software & Services    1,196   1,160,531   1,374,165 

Workfront, Inc.(16)

 Software & Services    104,058   999,998   999,998 
      

 

 

  

 

 

 

Total U.S. Preferred Stock

    4,648,225   4,861,847 

See Notes to Unaudited Consolidated Financial Statements

Portfolio Company

 

Industry

     Shares  Cost  Fair Value 

U.S. Common Stock—1.05%

    

NC Holdings, LLC(16)(17)

 Digital Infrastructure & Services    360,996   400,525   400,525 

Leeds FEG Investors, LLC(16)

 Education    320   321,309   359,147 

INH Group Holdings(16)

 Healthcare & HCIT    484,552   484,552   290,731 

Aggregator, LLC(16)

 Software & Services    417,813   417,813   467,950 
      

 

 

  

 

 

 

Total U.S. Common Stock

    1,624,199   1,518,353 

U.S. Warrants—0.44%

    

Degreed, Inc., Warrants expire 05/31/2026(16)

 Software & Services    17,749   27,511   27,511 

Fuze, Inc., Warrants expire 09/20/2029(16)

 Digital Infrastructure & Services    184,665  $603,855  $603,855 
      

 

 

  

 

 

 

Total U.S. Warrants

    631,366   631,366 

TOTAL INVESTMENTS—238.67%(18)

 

 $346,873,740  $345,025,318 
      

 

 

  

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS —(138.67%)

 

  $(200,462,923) 
     

 

 

 

NET ASSETS—100.00%

 

  $144,562,395 
       

 

 

 

+

As of December 31, 2019, qualifying assets represented 98.38% of total assets. Under the 1940 Act we may not acquire anynon-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

*

Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of Financial Accounting Standards Board’s Accounting Standards Codification 820 fair value hierarchy.

#

Percentages are based on net assets.

^

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime Rate. The spread may change based on the type of rate used. The terms in the consolidated schedule of investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to30-day,60-day,90-day or180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of December 31, 2019, rates for 1M L, 2M L, 3M L and 6M L are 1.76%, 1.83%, 1.91% and 1.91%, respectively. As of December 31, 2019, the U.S. Prime Rate was 4.75%. See Note 4 “Borrowings.”

(1)

Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd.

(2)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 “Commitments and Contingencies”.

(3)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(4)

Pivotal Payments, Inc. was renamed to Nuvei Technologies Corp. in 2019.

(5)

$56,565 of the funded par amount accrues interest at 6.35% (L + 4.50%).

(6)

$29,780 of the funded par amount accrues interest at 10.75 (P + 6.00%).

(7)

Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.

(8)

$124,648 of the funded par amount accrues interest at 8.24% (L + 6.25%).

(9)

$293,434 of the funded par amount accrues interest at 10.00% (P + 5.25%).

(10)

$45,294 of the funded par amount accrues interest at 11.25% (P + 6.50%).

(11)

$78,522 of the funded par amount accrues interest at 8.49% (L + 6.50%).

(12)

$110,748 of the funded par amount accrues interest at 6.54% (L + 4.75%).

(13)

Caliper Software, Inc. has been renamed to Symplr Software, Inc. in 2019.

(14)

$62,056 of the funded par amount accrues interest at 10.75% (P + 6.00%).

(15)

Concerto, LLC is held through ABPCIC Concerto Holdings LLC.

(16)

Non-income producing investment.

(17)

NC Holdings LLC is held through ABPCIC NC Holdings LLC.

(18)

Aggregate gross unrealized appreciation for federal income tax purposes is $1,824,555, aggregate gross unrealized depreciation for federal income tax purposes is $3,672,977. Net unrealized depreciation is $1,848,422 based upon a tax cost basis of $346,873,740.

(19)

Positions considerednon-qualifying assets therefore excluded from the qualifying assets calculation as noted in footnote + above.

L-LIBOR
P-Prime
PIK-Payment-In-Kind

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2020

1. Organization

AB Private Credit Investors Corporation (the “Fund”“Fund,” “we,” “our,” and “us”), an externally managed,non-diversified,closed-end,non-diversified management investment company that iselected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund’s external investment adviser (the “Adviser”).

Prior to 2017, there were no significant operations other than the sale and issuance of 100 shares of common stock, par value $0.01, on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) to the Adviser. The sale of common shares was approved by the unanimous consent of the Fund’s Board of Directors (the “Board”). In addition, prior to commencing operations in 2017, on May 26, 2017, the Fund issued and sold an additional 2,400 shares of common stock, par value $0.01 at an aggregate purchase price of $24,000 ($10.00 per share) to the Adviser. That sale was also approved by the unanimous consent of the Fund’s Board.

The Fund is conducting private offerings (each a “Private Offering”) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of the Fund’s common stock pursuant to a subscription agreement entered into with the Fund. Investors will be required to fund drawdowns to purchase shares of the Fund’s common stock up to the amount of their respective Capital Commitment on anas-needed basis each time the Fund delivers a capital draw-down notice to its investors. The Fund anticipates commencing its loan origination and investment activities contemporaneously with the initial drawdown from investors in the initial Private Offering.

As of September 30, 2017, no significant operations other than the sale and issuance of (i) 100 shares of common stock, par value $0.01, on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) and (ii) 2,400 shares of common stock, par value $0.01, on May 26, 2017 to AB Private Credit Investors LLC, the Fund’s external investment adviser (the “Adviser”) have occurred. The sale of common shares was approved by the unanimous consent of the Fund’s board of directors on both occasions.

On September 29, 2017, the Fund completed the initial closing (“Initial Closing”) of its Private Offering after entering into subscription agreements (collectively, the “Subscription Agreements”) with several investors, providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital drawn-down notice. At September 30, 2017March 31, 2020, the Fund had total Capital Commitments of $70,928,060,$418,448,516, of which 100%56% is unfunded. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (includingfollow-on investments), for paying the Fund’s expenses, including fees under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

There were no operating activities from February 6, 2015 to November 15, 2017. As of September 30, 2017,described above, the Fund had notcompleted its Initial Closing on September 29, 2017, and commenced significant operational or investment activities.

operations on November 15, 2017. The Fund’s fiscal year ends on December 31.

On December 19, 2018, the Adviser established ABPCIC Funding I LLC (“ABPCIC Funding”), a Delaware limited liability company. ABPCIC Funding is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On June 14, 2019, the Adviser established ABPCI Direct Lending Fund CLO VI Ltd (“CLO VI”), an exempted company incorporated with limited liability under the laws of the Cayman Islands. CLO VI is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements.

On August 9, 2019, ABPCIC Funding and CLO VI entered into a merger agreement, pursuant to which ABPCIC Funding agreed to merge with and into CLO VI, with CLO VI as the surviving entity. CLO VI issued Class B, Class C and Subordinated Notes to the Fund through AB PCI Direct Lending Fund CLO VI Depositor LLC, a wholly-owned subsidiary of the Fund established on August 9, 2019.

On September 25, 2019, the Fund established ABPCIC NC Holdings LLC (“ABPCIC NC”), through which the Fund made an investment. ABPCIC NC is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On December 17, 2019, the Fund established ABPCIC Concerto Holdings LLC (“ABPCIC Concerto”), through which the Fund made an investment. ABPCIC Concerto is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On February 7, 2020, the Fund and an affiliate of Abbott Capital Management, LLC (“Abbott”) became members of, ABPCIC Equity Holdings, LLC, a Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by Abbott. The Fund owns 100% of the Class L Units and 93% of the Class A Units of ABPCIC Equity Holdings, LLC, which had not commenced operations as of March 31, 2020.

2. Significant Accounting Policies

The Fund is an investment company under accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) ASCAccounting Standards Codification (“ASC”) 946,Financial Services – Investment Companies. ActualThe Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form10-Q and Articles 6 and 10 of RegulationS-X. Accordingly, we have not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results could differ from those estimates.operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in conformitythat currency.

The consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation, with U.S. GAAP, which requires the useno significant effect on our financial condition, results of estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual amounts and results could differ from these estimates, and such differences could be material.operations or cash flows.

The following is a summary of significant accounting policies followed by the Fund.

Cash and Cash Equivalents

Cash consists of demand deposits.deposits and money market accounts. Cash is carried at cost, which approximates fair value. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days, as cash equivalents.

Revenue Recognition

Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan onnon-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restoresnon-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Realized gains and losses on investment transactions are determined on the specific identification method.

Certain investments in debt securities may contain a contractualpayment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.

The Fund intendsmay earn various fees during the life of the loans. Such fees include, but are not limited to, electsyndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned.

Credit Facility Related Costs, Expenses and Deferred Financing Costs

The Revolving Credit Facility (as defined in Note 4) is recorded at carrying value, which approximates fair value. Interest expense and unused commitment fees on the Revolving Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Revolving Credit Facility. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing expenses in the consolidated statements of operations, with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities.

Notes Payable Related Costs, Expenses and Unamortized Debt Issuance Costs

The Notes (as defined in Note 4) are recorded at carrying value. Interest expense on notes payable is recorded on an accrual basis. Debt issuance costs relating to notes payable are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the notes payable (i.e. a contra liability).

Upon early termination or partial principal pay down of the Notes, the unamortized costs related to the Notes are accelerated into interest and borrowing expenses on the Fund’s consolidated statements of operations.

Income Taxes

ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are“more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet themore-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior two years), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended.amended (the “Code”). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements quarterly, meet gross income requirements annually and file Form1120-RIC, as definedprovided by the Internal Revenue Code.

In the normal course of business,order for the Fund entersnot to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into general business contractsaccount certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for theone-year period ending

on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that containwere not distributed during such years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a variety4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as required. For the three months ended March 31, 2020 and 2019, the Fund accrued excise taxes of representations$0 and warranties$0, respectively. As of March 31, 2020, and December 31, 2019, $0 and $0, respectively, of accrued excise taxes remained payable.

The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.

The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded during the reporting period. Actual results could differ from those estimates and such differences could be material.

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may providediffer from those amounts determined in accordance with GAAP. The Fund may pay distributions in excess of its taxable net investment income. This excess would be atax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited topaid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income andnon-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return. Distributions to common stockholders are recorded on theex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for indemnification.that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Fund’s maximum exposure under these arrangements is unknown. However,Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund expectsmay retain certain net capital gains for reinvestment and, depending upon the risklevel of material lossthe Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be remotereported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no amounts have been recorded in the financial statement for such arrangements.

In November 2016, the FASB issued ASU2016-18,Statement of Cash Flows (Topic 230): Restricted Cash (a Consensus of the Emerging Issues Task Force)(“ASU2016-18”), which requiresassurance can be given that the statement ofFund will be able to declare such distributions in future periods.

The Fund has adopted a dividend reinvestment plan that provides for stockholders to receive dividends or other distributions declared by the Board in cash flows explainunless a stockholder elects to “opt in” to the change duringdividend reinvestment plan. As a result, if the period inBoard declares a cash distribution, then the total of cash, cash equivalents, and amounts generally describes as restricted cash or restricted cash equivalents. ASU2016-18 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted.

Management does not believe this accounting standard, which is not yet effective, if currently adopted, wouldstockholders who have a material effect on“opted in” to the accompanying financial statements. The Adviser is assessing the impact this accounting standarddividend reinvestment plan will have oncetheir cash distributions automatically reinvested in additional shares of common stock, rather than receiving the Fund commences investment activities.cash distribution.

3. Agreements and Related Party Transactions

Advisory Agreement

On July 5, 2017,November 13, 2019, the Fund’s board of directors approvedFund entered into the investmentAmended and Restated Advisory Agreement (the “Amended and Restated Advisory Agreement”), replacing the advisory agreement the Fund entered into with the Adviser on July 27, 2017 (the “Advisory

Agreement”), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets will beis calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the calculation period. The base management fee will beis calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid. The base management fee for any partial month or quarter will beis appropriately prorated. For the three months ended March 31, 2020, the Fund incurred a management fee of $1,352,351, of which $1,227,046 was voluntarily waived by the Adviser. For the three months ended March 31, 2019, the Fund incurred a management fee of $615,859, of which $63,171 was voluntarily waived by the Adviser. As of March 31, 2020, and December 31, 2019, $1,147,126 and $1,053,696, respectively, of accrued management fee remained payable.

The Fund will also pay the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the Fund. The incentive fee will consist of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.

Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Fund’s net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees(“Pre-incentive Fee Net Investment Income” or “PIFNII”) for the quarter, as further described below.Pre-incentive fee net investment income PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or

other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we have entered into with State Street Bank and Trust Company (the “Administrator”), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under U.S. GAAP).Pre-incentive fee net investment income PIFNII also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kindpay-in-kind interest and zero couponzero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.

Pre-incentive Fee Net Investment IncomePIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receivesPre-incentive Fee Net Investment Income PIFNII in excess of a hurdle rate (as defined below) for a quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject to the restrictions detailed at the end of this section.

Pre-incentive Fee Net Investment Income,PIFNII, expressed as a rate of return on the average value of the Fund’s net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) atas of the endfirst day of each month during the course of the immediately preceding fiscalcalendar quarter, will be compared to various “hurdle rates,” with the income-based incentive fee rate of return increasing at each hurdle rate.

LOGO

Description of Quarterly Incentive Fee Calculations

We payThe Fund pays the Adviser an income-based incentive fee with respect toPre-incentive Fee Net Investment Income PIFNII in each calendar quarter as follows:

 

No income-based incentive fee in any calendar quarter in whichPre-incentive Fee Net Investment Income PIFNII does not exceed 1.5% per quarter (approximately 6%(6% per annum), the “6% Hurdle Rate”;

 

100% ofPre-incentive Fee Net Investment Income PIFNII with respect to that portion of suchPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds the 6% Hurdle Rate but is less than 1.67% in any calendar quarter (the “6%Catch-up Cap”), approximately 6.67% per annum. This portion ofPre-incentive Fee Net Investment Income PIFNII (which exceeds the 6% Hurdle Rate but is less than the 6%Catch-up Cap) is referred to as the “6%Catch-up.” The 6%Catch-up is meant to provide the Adviser with 10.0% of thePre-incentive Fee Net Investment Income PIFNII as if hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; and

10.0% of the amount ofPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds the 6%Catch-up Cap, but is less than 1.94% (the “7% Hurdle Rate”), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of thePre-incentive Fee Net Investment Income PIFNII until the amount ofPre-incentive Fee Net Investment Income PIFNII exceeds 1.94%, approximately 7.78% per annum; and

100% ofPre-incentive Fee Net Investment Income PIFNII with respect to that portion of suchPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds the 7% Hurdle Rate but is less than 2.06% in any calendar quarter (the “7%Catch-up Cap”), approximately 8.24% per annum. This portion ofPre-incentive Fee Net Investment Income PIFNII (which exceeds the 7% Hurdle Rate but is less than the 7%Catch-up Cap) is referred to as the “7%Catch-up.” The 7%Catch-up is meant to provide the Adviser with 15.0% of thePre-incentive Fee Net Investment Income PIFNII as if a hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; and

 

15.0% of the amount ofPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds the 7%Catch-up Cap, but is less than 2.35% (the “8% Hurdle Rate”, approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of thePre-incentive Fee Net Investment Income PIFNII until the amount ofPre-incentive Fee Net Investment Income PIFNII exceeds 2.06%2.35%, approximately 9.41% per annum; and

 

100% ofPre-incentive Fee Net Investment Income PIFNII with respect to that portion of suchPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds the 8% Hurdle Rate but is less than 2.50% in any calendar quarter (the “8%Catch-up Cap”), approximately 10% per annum. This portion ofPre-incentive Fee Net Investment Income (which PIFNII(which exceeds the 8% Hurdle Rate but is less than the 8%Catch-up cap) is referred to as the “8%Catch-up”. The 8%Catch-up is meant to provide the Adviser with 20.0% of thePre-incentive Fee Net Investment Income PIFNII as if a hurdle rate did not apply if this net investment income exceeded 2.50% in any calendar quarter; and

 

20.0% of the amount ofPre-incentive Fee Net Investment Income, PIFNII, if any, that exceeds 2.50% in any calendar quarter.

For the three months ended March 31, 2020, the Fund incurred income-based incentive fees of $769,023, of which $486,784, was voluntarily waived by the Adviser. For the three months ended March 31, 2019, the Fund incurred income-based incentive fees of $106,087, of which $76,072, was voluntarily waived by the Adviser. As of March 31, 2020 and December 31, 2019, $1,331,530, and $1,049,291 remained payable.

Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at the end of each fiscal year as 17.5%20% of aggregate cumulative realized capital gains from the date of the Fund’s election to be regulated as a BDC through the end of that year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, “aggregate cumulative realized capital gains” will not include any unrealized appreciation. It should be noted, however, that the Fund will accrue an incentive fee for accounting purposes taking into account any unrealized appreciation in accordance with U.S. GAAP. For accounting purposes only, in orderwe are required under GAAP to reflect the theoretical capital gains incentive fee that would be payable foraccrue a given period as if all unrealized gains were realized, the Fund will accrue ahypothetical capital gains incentive fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the Amended and Restated Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. The accrual of this hypothetical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a hypothetical capital gains incentive fee that would be payable to the Adviser at each measurement date. The capital gains incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee will be payable for such year. Additionally, if the Amended and Restated Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

Since inception, no capital gains incentive fees have been incurred or are payable as of March 31, 2020 and December 31, 2019, and for the three months ended March 31, 2020 and March 31, 2019.

The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.

The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periodperiods ending on or prior to the date such payment is to be made, the sum of (a) thepre-incentive fee net investment income, PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Amended and Restated Advisory Agreement.

Administration Agreement and Expense Reimbursement Agreement

We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. We will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Expense Support and Conditional Reimbursement Agreement

On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain of the Fund’s Operating Expenses, as defined in the Expense Support and Conditional Reimbursement Agreement,below, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit.”

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the AdvisorAdviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholderstockholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets will be consistent with such periodic calculations of average net assets in the Fund’s financial statements.

However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a365- day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholderstockholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.

The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time,

with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Amended and Restated Advisory Agreement, or (b) the board of directorsBoard of the Fund makesmaking a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement, that have not been reimbursed by the Fund to the Adviser.

As of September 30, 2017,March 31, 2020, the amount of Expense Payments provided by the Adviser since inception is $1,002,147. Management believes that a Reimbursement Payment by the Fund to the Adviser were not probable under the terms of the Expense Support Agreement as of September 30, 2017.$4,874,139. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:

 

For the Quarter Ended

  Amount of
Expense
Support		   Effective Rate
of Distribution
per Share(1)		   Reimbursement
Eligibility
Expiration		   Percentage
limit(2)		 

For the Quarters Ended

  Amount of
Expense Support		   Amount of
Reimbursement
Payment		   Amount of
Unreimbursed
Expense
Support		   Effective Rate of
Distribution
per Share(1)		 Reimbursement Eligibility
Expiration		   Percentage
Limit (2)		 

September 30, 2017

  $1,002,147    n/a    September 30, 2020    0.00%   $1,002,147   $107,841   $894,306    n/a  September 30, 2020    1.5% 

December 31, 2017

   1,027,398    —      1,027,398    n/a  December 31, 2020    1.5% 

March 31, 2018

   503,592    —      503,592    n/a  March 31, 2021    1.5% 

June 30, 2018

   1,086,482    —      1,086,482    4.787%  June 30, 2021    1.0% 

September 30, 2018

   462,465    —      462,465    4.715%  September 30, 2021    1.0% 

December 31, 2018

   254,742    —      254,742    6.762%  December 31, 2021    1.0% 

March 31, 2019

   156,418    —      156,418    5.599%  March 31, 2022    1.0% 

June 30, 2019

   259,263    —      259,263    6.057%  June 30, 2022    1.0% 

September 30, 2019

   31,875    —      31,875    5.154%  September 30, 2022    1.0% 

December 31, 2019

   —      —      —      6.423%  December 31, 2022    1.0% 

March 31, 2020

   89,757    —      89,757    10.17%  March 31, 2023    1.0% 
  

 

         

 

   

 

   

 

      

Total

  $1,002,147         $4,874,139   $107,841   $4,766,298      
  

 

         

 

   

 

   

 

      

 

(1)

The effective rate of distribution per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular weeklyquarterly cash distributions per share as of such date without compounding), divided by the Fund’s gross offering price per share as of such date.

(2)

Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets.

Transfer Agency Agreement

On September 26, 2017, the Fund and AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.

For the three months ended March 31, 2020 and 2019, the Fund accrued $10,758 and $4,662 in transfer agent fees, respectively. As of March 31, 2020 and December 31, 2019, $20,155 and $9,397, respectively, of accrued transfer agent fees remained payable.

4. OrganizationalBorrowings

Credit Facilities

On November 15, 2017, the Fund entered into a credit agreement (the “Credit Agreement”) to establish a revolving credit facility (the “Revolving Credit Facility”) with HSBC Bank USA, National Association (“HSBC”) as administrative agent (the “Administrative Agent”). The initial maximum commitment amount (the “Maximum Commitment”) under the Revolving Credit Facility was $30 million and Offering Expensesmay be increased in a minimum amount of $10 million and in $5 million increments thereof with the consent of HSBC or reduced upon request of the Fund. As of January 31, 2019, the Fund increased the Maximum Commitment to $50 million. So long as no request for borrowing is outstanding, the Fund may terminate the lenders’ commitments (“Commitments”) or reduce the Maximum Commitments by giving prior irrevocable written notice to the Administrative Agent. Any reduction of the Maximum Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event, shall a reduction by the Fund reduce the Commitments to $35 million or less (in each case, except for a termination of all the Commitments). Proceeds under the Credit Agreement may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Credit Agreement contains certain customary covenants and events of default, with customary cure and notice provisions. As of March 31, 2020, the Fund is in compliance with these covenants. The Fund’s obligations under the Credit Agreement are secured by the Capital Commitments and capital contributions to the Fund.

Organization

Borrowings under the Credit Agreement bear interest, at the Fund’s election at the time of drawdown, at a rate per annum equal to (i) with respect to LIBOR Rate Loans, Adjusted LIBOR (as defined in the Credit Agreement) for the applicable Interest Period (as defined in the Credit Agreement); and (ii) with respect to Reference Rate Loans (as defined in the Credit Agreement), the greatest of: (x) the rate of interest per annum publicly announced from time to time by HSBC as its prime rate, (y) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day (as defined in the Credit Agreement), the average of the quotation for such day on such transactions received by the Administrative Agent, from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent and, upon request of Borrowers (as defined in the Credit Agreement), with notice of such quotations to the Borrowers and (z) except during any period of time during which LIBOR isunavailable, one-month Adjusted LIBOR plus one hundred ninety basis points (1.90%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments.

The Revolving Credit Facility is scheduled to mature on November 11, 2020, subject to the Fund’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders (as defined in the Credit Agreement) and the Administrative Agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November 11, 2020; and (v) the Fund has delivered an extension request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November 11, 2020.

On January 30, 2019, ABPCIC Funding entered into a Credit Agreement (the “Barclays Credit Facility”) with Barclays Bank PLC, New York Branch (“Barclays”) as facility agent (in such capacity, the “Facility Agent”) and U.S. Bank National Association (“U.S. Bank”) as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and custodian (in such capacity, the “Custodian”). The Barclays Credit Facility was terminated on August 9, 2019.

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility was held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase and management of the assets securing the Barclays Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was responsible for reimbursing the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed.

The Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would have matured, and all accrued and unpaid interest thereunder would have been due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility was subject to certain restrictions contained in the 1940 Act. The Barclays Credit Facility matured and was paid down in 2019 in connection with the issuance of the Notes (as defined below). For a discussion of the CLO Transaction “See – Note 4. Collateralized Loan Obligations.”

The Fund’s outstanding borrowings through the Revolving Credit Facility as of March 31, 2020 were as follows:

   Aggregate Borrowing
Amount Committed		   Outstanding
Borrowing		   Amount
Available		   Carrying
Value		 

HSBC

  $ 50,000,000   $ 43,000,000   $ 7,000,000   $ 43,000,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $50,000,000   $43,000,000   $7,000,000   $43,000,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

The Fund’s outstanding borrowings through the Revolving Credit Facility as of December 31, 2019 were as follows:

   Aggregate Borrowing
Amount Committed		   Outstanding
Borrowing		   Amount
Available		   Carrying
Value		 

HSBC

  $ 50,000,000   $ 19,500,000   $ 30,500,000   $ 19,500,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $50,000,000   $19,500,000   $30,500,000   $19,500,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

As of March 31, 2020 and December 31, 2019, deferred financing costs include, amongwere $46,313 and $64,959, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

Collateralized Loan Obligations

On August 9, 2019, CLO VI (the “Issuer”) and ABPCI Direct Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the“Co-Issuer,” and together with the Issuer, the“Co-Issuers”), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the “CLO Transaction”). The stated reinvestment date is August 9, 2022.

The CLO Transaction was executed through a private placement and the notes offered (the “Notes”) that remain outstanding as of March 31, 2020 and December 31, 2019 were as follows:

March 31, 2020

 

   Principal
Amount		   Interest
Rate		  Carrying
Value(1)		 

Class A-1 Senior Secured Floating Rate Note(“Class A-1”)

  $178,200,000    L + 1.73%  $176,185,732 

Class A-2A Senior Secured Floating Rate Note(“Class A-2A”)

  $25,000,000    L + 2.45%  $24,717,415 

Class A-2B Senior Secured Fixed Rate Note(“Class A-2B”)

  $9,950,000    4.23%  $9,811,154 

Class B Secured Deferrable Floating Rate Note (“Class B”)

  $16,400,000    L + 3.40%  $—  * 

Class C Secured Deferrable Floating Rate Note (“Class C”)

  $17,350,000    L + 4.40%  $—  * 

Subordinated Notes

  $53,600,000    N/A  $—  * 

*

Class B, Class C and Subordinated Notes have been eliminated in consolidation.

(1)

Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $29,882 and $2,405,817, respectively, as of March 31, 2020 and are reflected on the consolidated statements of assets and liabilities.

December 31, 2019 
   Principal
Amount		   Interest
Rate		  Carrying
Value(1)		 

Class A-1 Senior Secured Floating Rate Note(“Class A-1”)

  $178,200,000    L + 1.73%  $175,875,031 

Class A-2A Senior Secured Floating Rate Note(“Class A-2A”)

  $25,000,000    L + 2.45%  $24,673,826 

Class A-2B Senior Secured Fixed Rate Note(“Class A-2B”)

  $9,950,000    4.23%  $9,787,776 

Class B Secured Deferrable Floating Rate Note (“Class B”)

  $16,400,000    L + 3.40%  $—  * 

Class C Secured Deferrable Floating Rate Note (“Class C”)

  $17,350,000    L + 4.40%  $—  * 

Subordinated Notes

  $53,600,000    N/A  $—  * 

*

Class B, Class C and Subordinated Notes have been eliminated in consolidation.

(1)

Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $32,835 and $2,780,532, respectively, as of December 31, 2019 and are reflected on the consolidated statements of assets and liabilities.

The Notes are scheduled to mature on August 9, 2030.

The CLO VI indenture provides that the holders of the CLO VIClass A-1,Class A-2A,Class A-2B, Class B and Class C Notes are to receive quarterly interest payments, in arrears, on the 20th day in January, April, July and October of each year, commencing in August 2019.

The Notes are the secured obligations of theCo-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and the Issuer (the “CLO Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement. For the three-month period ended March 31, 2020, the Fund incurred a collateral management fee of $459,059, which was voluntarily waived by the Adviser.

As of March 31, 2020 and December 31, 2019 outstanding borrowings under the Revolving Credit Facility and Notes were $253,714,301 and $229,836,633, respectively.

For the three months ended March 31, 2020, and March 31, 2019, the components of interest and other things,debt expenses related to the borrowings were as follows:

   For the three months ended
March 31,		 
   2020  2019 

Interest and borrowing expenses

  $2,144,095  $1,187,000 

Commitment fees

   28,258   79,255 

Amortization of debt issuance and deferred financing costs

   396,314   142,897 
  

 

 

  

 

 

 

Total

  $2,568,667  $1,409,152 
  

 

 

  

 

 

 

Weighted average interest rate(1)

   3.73%   4.87% 

Average outstanding balance

  $231,210,440  $98,848,889 

(1)

Calculated as the amount of the stated interest expense and fees divided by average borrowings during the period.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out the use of LIBOR by the end of 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by short-term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate, or the “SOFR.” At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Additionally, the future of LIBOR at this time is uncertain. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of organizing asour borrowings. In addition, changes

or reforms to the determination or supervision of LIBOR may result in a Maryland corporation,sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities, including the value of the LIBOR-indexed, floating-rate debt securities in our portfolio, or the cost of legal servicesour borrowings. Additionally, if LIBOR ceases to exist, we may need to renegotiate our credit arrangements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate and other fees pertainingcertain of our existing credit facilities to replace LIBOR with the new standard that is established. The potential effect of thephase-out or replacement of LIBOR on our cost of capital and net investment income cannot yet be determined.

5. Fair Value Measurement

In accordance with ASC 820, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s organization, allown assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertainingsignificant to the preparationoverall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – Quoted prices in active markets for identical investments.

Level 2 – Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments at the reporting date).

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

The determination of what constitutes “observable” requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Valuation of Investments

Investments are valued at fair value as determined in good faith by our Board, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter.

The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as Level 2; however, those priced using models with significant unobservable inputs are categorized as Level 3.

In determining the fair value of the Fund’s private placement memorandumLevel 3 debt and other offering documents, including travel-related expenses.equity positions, the Adviser uses the following factors where relevant: loan to value (“LTV”) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (“DCF”) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (“comparable yields”).

Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.

The following table summarizes the valuation of the Fund’s investments as of March 31, 2020:

Assets*

  Level 1   Level 2   Level 3   Total 

1st Lien/Senior Secured Debt

  $—     $—     $356,272,609   $356,272,609 

2nd Lien/Junior Secured Debt

   —      —      7,364,846    7,364,846 

U.S. Preferred Stock

   —      —      5,431,410    5,431,410 

U.S. Common Stock

   —      —      1,369,556    1,369,556 

U.S Warrants

   —      —      249,863    249,863 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $—     $—     $370,688,284   $370,688,284 
  

 

 

   

 

 

   

 

 

   

 

 

 

*

See consolidated schedule of investments for industry classifications.

The following table summarizes the valuation of the Fund’s investments as of December 31, 2019:

Assets*

  Level 1   Level 2   Level 3   Total 

1st Lien/Senior Secured Debt

  $—     $12,092,212   $318,300,993   $330,393,205 

2nd Lien/Junior Secured Debt

   —      —      7,620,547    7,620,547 

U.S. Preferred Stock

   —      —      4,861,847    4,861,847 

U.S. Common Stock

   —      —      1,518,353    1,518,353 

U.S. Warrants

   —      —      631,366    631,366 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $—     $12,092,212   $332,933,106   $345,025,318 
  

 

 

   

 

 

   

 

 

   

 

 

 

*

See consolidated schedule of investments for industry classifications.

The following is a reconciliation of Level 3 assets for the three months ended March 31, 2020:

   1st Lien/Senior
Secured Debt		  2nd Lien/
Junior
Secured
Debt		  U.S. Common
Stock		  U.S. Preferred
Stock		  U.S.
Warrants		  Total 

Balance as of January 1, 2020

  $318,300,993  $7,620,547  $1,518,353  $4,861,847  $631,366  $332,933,106 

Purchases (including PIK)

   57,034,233   —     39,406   613,907   30,625   57,718,171 

Sales and principal payments

   (13,458,168)   —     —     —     —     (13,458,168) 

Realized Gain (Loss)

   (13,369)   —     —     —     —     (13,369) 

Net Amortization of Premium/Discount

   449,036   3,524   —     —     —     452,560 

Transfers In

   12,092,212   —     —     —     —     12,092,212 

Transfers Out

   —     —     —     —     —     —   

Net Change in Unrealized Appreciation (Depreciation)

   (18,132,328)   (259,225)   (188,203)   (44,344)   (412,128)   (19,036,228) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2020

  $356,272,609  $7,364,846  $1,369,556  $5,431,410  $249,863  $370,688,284 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Change in Unrealized Appreciation (Depreciation) for Investments Still Held

  $(18,388,026)  $(259,225)  $(188,203)  $(44,344)  $(412,128)  $(19,291,926) 

For the three months ended March 31, 2020, there were transfers of $12,092,212 from Level 2 to Level 3 fair value measurements for the Fund due to no visual trades and lack of liquidity. There were no transfers from Level 3.

The following is a reconciliation of Level 3 assets for the year ended December 31, 2019:

   1st Lien/Senior
Secured Debt		  2nd Lien/
Junior
Secured
Debt		  U.S. Common
Stock		  U.S. Preferred
Stock		   U.S.
Warrants		   Total 

Balance as of January 1, 2019

  $122,981,395  $1,200,773  $379,849  $1,160,531   $—     $125,722,548 

Purchases (including PIK)

   238,113,812   6,439,645   1,312,798   3,487,694    631,366    249,985,315 

Sales and principal payments

   (43,180,812)   —     (183,182)   —      —      (43,363,994) 

Realized Gain (Loss)

   (37,702)   —     120,448   —      —      82,746 

Net Amortization of Premium/Discount

   1,319,839   8,480   —     —      —      1,328,319 

Transfers In

   —     —     —     —      —      —   

Transfers Out

   —     —     —     —      —      —   

Net Change in Unrealized Appreciation (Depreciation)

   (895,539)   (28,351)   (111,560)   213,622    —      (821,828) 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2019

  $318,300,993  $7,620,547  $1,518,353  $4,861,847   $631,366   $332,933,106 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Change in Unrealized Appreciation (Depreciation) for Investments Still Held

  $(830,746)  $(28,351)  $(111,560)  $213,622   $—     $(757,035) 

For the year ended December 31, 2019, there were no transfers to or from Level 3.

The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of March 31, 2020 and December 31, 2019, respectively. 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. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments.

   Fair Value
as of
March 31, 2020		   

Valuation
Techniques

  

Unobservable

Input

  

Range

(Weighted

Average)(1)

  

Impact to

Valuation from

an Increase in

Input

Assets:

          

1st Lien/Senior Secured Debt

  $348,421,931   Market Yield Analysis  Market Yield  5.0%-18.1% (8.5%)  Decrease
   2,546,711   Liquidation Value  Recovery Rate  85%  Increase
   5,303,967   Recent Purchase  Purchase Price  N/A  N/A

2nd Lien/Junior Secured Debt

   7,364,846   

Market Yield Analysis

  

Market Yield

  10.6%-13.1% (11.0%)  Decrease

U.S. Common

Stock

   621,893   Market Approach  EBITDA Multiple  

11.5x-15.7x

(13.5x)

  Increase
   452,909   Market Approach  Recurring Revenue Multiple  4.5x  Increase
   294,754   Market Approach  Network Cashflow Multiple  29.6x  Increase

U.S. Preferred Stock

   1,230,642   Market Approach  EBITDA Multiple  13.6x  Increase
   3,236,882   Market Approach  Revenue Multiple  

5.0x-13.4x

(9.2x)

  Increase
   963,886   Recent Purchase  Purchase Price  N/A  N/A

U.S. Warrants

   249,863   Market Approach  Revenue Multiple  

9.0x-13.3x

(10.0x)

  Increase
  

 

 

         

Total Assets

  $370,688,284         

(1)

Weighted averages are calculated based on fair value of investments.

   Fair Value
as of
December 31,
2019		   

Valuation
Techniques

  

Unobservable Input

  

Range (Weighted

Average)(1)

  

Impact to

Valuation from

an Increase in

Input

Assets:

          

1st Lien/Senior Secured Debt

  $233,166,392   Market Yield Analysis  Market Yield  6.3%-11.7% (8.2%)  Decrease
   85,134,601   Recent Purchase  Purchase Price  N/A  N/A

2nd Lien/Junior Secured Debt

   7,620,547   Market Yield Analysis  Market Yield  10.5%-11.0% (10.6%)  Decrease

U.S. Common

Stock

   1,117,827   

Market Approach

  EBITDA Multiple  5.0x-16.0x (10.3x)  Increase
   400,526   Recent Purchase  Purchase Price  N/A  N/A

U.S. Preferred Stock

   1,374,166   Market Approach  EBITDA Multiple  13.6x  Increase
   2,573,089   Market Approach  Revenue Multiple  5.0x-12.7x (9.0x)  Increase
   914,592   Recent Purchase  Purchase Price  N/A  N/A

U.S. Warrants

   27,511   

Market Approach

  

Revenue Multiple

  12.3x  Increase
   603,855   Recent Purchase  Purchase Price  N/A  N/A
  

 

 

         

Total Assets

  $332,933,106         

(1)

Weighted averages are calculated based on fair value of investments.

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of March 31, 2020 and the level of each financial liability within the fair value hierarchy.

   Carrying   Fair             
   Value (1)   Value   Level 1   Level 2   Level 3 

Class A-1 Senior Secured Notes

  $176,185,732   $168,371,201  $—    $—    $168,371,201

Class A-2A Senior Secured Notes

   24,717,415    22,404,575   —      —      22,404,575

Class A-2B Senior Secured Notes

   9,811,154    9,452,679   —      —      9,452,679
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $210,714,301   $200,228,455  $—    $—    $200,228,455

(1)

Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $29,882 and $2,405,817 as of March 31, 2020 and are reflected on the consolidated statements of assets and liabilities.

The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2019 and the level of each financial liability within the fair value hierarchy.

   Carrying   Fair             
   Value (1)   Value   Level 1   Level 2   Level 3 

Class A-1 Senior Secured Notes

  $175,875,031   $178,195,723   $—    $—    $178,195,723

Class A-2A Senior Secured Notes

   24,673,826    24,889,050   —      —      24,889,050

Class A-2B Senior Secured Notes

   9,787,776    9,916,279   —      —      9,916,279
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $210,336,633   $213,001,052  $—    $—    $213,001,052

(1)

Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $32,835 and $2,780,532 as of December 31, 2019 and are reflected on the consolidated statements of assets and liabilities.

6. Commitments & Contingencies

Commitments

The Fund may enter into commitments to fund investments. As of September 30, 2017, total organization expenses incurred amounted to $467,000. Offering expenses, which are being deferred, totaled $236,000, which is being amortized on a straight line basis over a one year period starting from September 29, 2017.

For the quarter ended September 30, 2017, the Adviser had reimbursed the above expenses as part of its Expense Payment, amounting to $467,647.

5. Fund Expenses

As of September 30, 2017, the Adviser and its affiliates have incurred expenses of approximately $534,500 on behalf ofMarch 31, 2020, the Fund believed that it had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in relation to professional fees for insurance, legal, auditthe Fund’s consolidated statements of assets and tax servicesliabilities. Since these commitments and boardthe associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Fund had the following unfunded commitments by investment types as of directors’ compensation costs.March 31, 2020:

For

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value (3)		 

1st Lien/Senior Secured Debt

        

5 Bars, LLC

  Delayed Draw Term Loan   9/27/2024   $3,448,816   $(86,220) 

5 Bars, LLC

  Revolver   9/27/2024   $646,653   $(16,166) 

Accelerate Resources Operating, LLC

  Delayed Draw Term Loan   8/24/2021   $2,903,350   $(362,919) 

Accelerate Resources Operating, LLC

  Revolver   2/24/2026   $414,764   $(51,846) 

Ahead Data Blue, LLC

  Revolver   11/8/2024   $517,600   $(20,704) 

American Physician Partners, LLC

  Revolver   12/21/2021   $97,681   $(3,907) 

AMI US Holdings, Inc.

  Revolver   4/1/2024   $87,568   $(3,065) 

Analogic Corporation

  Revolver   6/22/2023   $195,556   $(9,778) 

Avetta, LLC

  Delayed Draw Term Loan   4/11/2020   $1,235,991   $—   

Avetta, LLC

  Revolver   4/10/2024   $494,396   $(17,304) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan A   6/12/2021   $1,288,304   $(109,506) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan B   6/30/2020   $2,576,608   $(219,012) 

BEP Borrower Holdco, LLC

  Revolver   6/12/2024   $429,435   $(38,649) 

BK Medical Holding Company, Inc.

  Revolver   6/22/2023   $321,733   $(12,869) 

Blink Holdings, Inc.

  Delayed Draw Term Loan   9/10/2021   $621,958   $(40,427) 

Businesssolver.com, Inc.

  Revolver   5/15/2023   $323,529   $(12,132) 

Captain D’s, Inc.

  Revolver   12/15/2023   $50,267   $(5,529) 

CutisPharma, Inc.

  Revolver   3/21/2023   $482,931   $(14,488) 

CutisPharma, Inc.

  Delayed Draw Term Loan   5/17/2021   $482,931   $(14,488) 

Delaware Valley Management Holdings, Inc.

  Delayed Draw Term Loan   3/21/2021   $5,268,797   $(1,238,167) 

Dillon Logistics, Inc.

  Revolver   12/11/2023   $41,191   $(16,476) 

Dispatch Track, LLC

  Revolver   12/17/2024   $169,081   $(8,454) 

E2open LLC

  Revolver   11/26/2024   $155,682   $(10,119) 

Engage2Excel, Inc.

  Delayed Draw Term Loan   10/25/2020   $664,490   $(66,449) 

Engage2Excel, Inc.

  Revolver   3/7/2023   $119,353   $(13,129) 

EnterpriseDB Corporation

  Revolver   6/21/2024   $696,355   $(12,186) 

Ethos Veterinary Health LLC

  Delayed Draw Term Loan   5/17/2021   $839,091   $(67,127) 

EvolveIP, LLC

  Delayed Draw Term Loan   11/26/2021   $755,824   $(22,675) 

EvolveIP, LLC

  Revolver   6/7/2023   $453,495   $(13,605) 

Finalsite Holdings, Inc.

  Revolver   9/25/2024   $253,142   $(7,594) 

Fuze, Inc.

  Delayed Draw Term Loan   9/20/2021   $1,814,240   $(7,438) 

Fuze, Inc.

  Revolver   9/20/2024   $1,295,886   $(18,531) 

Genesis Acquisition Co.

  Delayed Draw Term Loan   7/31/2020   $364,466   $(26,424) 

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value (3)		 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $570,916   $(22,837) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $675,044   $(27,002) 

GHA Buyer, Inc.

  Revolver   10/23/2023   $202,513   $(10,126) 

GS AcquisitionCo, Inc.

  Revolver   5/24/2024   $164,107   $(5,744) 

GS AcquisitionCo, Inc.

  Second Supplemental Delayed Draw Term Loan   8/2/2021   $988,988   $(31,757) 

INH Buyer, Inc.

  Revolver   1/31/2024   $96,067   $(8,646) 

InSite Wireless Group, LLC

  Term Loan   8/1/2022   $2,802,260   $(35,028) 

Kaseya Inc.

  Delayed Draw Term Loan   5/3/2021   $467,302   $(11,122) 

Kaseya Inc.

  Delayed Draw Term Loan   3/4/2022   $237,545   $(5,939) 

Kaseya Inc.

  Revolver   5/2/2025   $3,760   $(122) 

Metametrics, Inc.

  Revolver   9/10/2025   $217,061   $(10,853) 

Nine Point Energy, LLC

  Delayed Draw Term Loan   6/7/2021   $1,312,500   $(75,469) 

OMH-HealthEdge Holdings, LLC

  Revolver   10/24/2024   $458,720   $(18,349) 

Pace Health Companies, LLC

  Revolver   8/2/2024   $83,252   $(4,995) 

PF Growth Partners, LLC

  Delayed Draw Term Loan   7/11/2021   $240,285   $(24,029) 

Pinnacle Dermatology Management, LLC

  Delayed Draw Term Loan   5/18/2020   $3,288,636   $(263,091) 

Pinnacle Treatment Centers, Inc.

  Delayed Draw Term Loan   1/17/2022   $585,909   $(10,253) 

Real Capital Analytics, Inc.

  Revolver   10/2/2024   $138,948   $(2,779) 

RxBenefits, Inc.

  Revolver   3/29/2024   $106,616   $(5,331) 

Selligent, Inc.

  Revolver   11/3/2023   $200,660   $(6,020) 

Single Digits, Inc.

  Delayed Draw Term Loan   12/21/2020   $1,040,369   $(83,230) 

Single Digits, Inc.

  Revolver   12/21/2023   $416,147   $(33,292) 

Sirsi Corporation

  Revolver   3/15/2024   $442,993   $(17,720) 

Smartlinx Solutions, LLC

  Revolver   3/4/2026   $519,484   $(14,286) 

Smile Brands, Inc.

  Delayed Draw Term Loan   10/12/2020   $152,035   $(8,362) 

Smile Brands, Inc.

  Revolver   10/12/2023   $29,445   $(1,619) 

Star2star Communications, LLC

  Delayed Draw Term Loan   3/11/2022   $640,576   $(12,812) 

Star2star Communications, LLC

  Revolver   3/13/2025   $960,864   $(19,217) 

Summit Infrastructure Group, Inc.

  Delayed Draw Term Loan   3/15/2021   $1,125,756   $—   

Summit Infrastructure Group, Inc.

  Revolver   3/15/2024   $562,878   $—   

Telesoft Holdings, LLC

  Revolver   12/16/2025   $198,955   $(8,953) 

The Center for Orthopedic and Research Excellence, Inc.

  Delayed Draw Term Loan   8/15/2021   $1,726,330   $(49,632) 

Theranest, LLC

  Delayed Draw Term Loan   7/23/2020   $1,386,857   $(35,226) 

Tropical Smoothie Cafe, LLC

  Delayed Draw Term Loan   6/18/2021   $20,418   $(510) 

ZBS Alliance Animal Health, LLC

  Delayed Draw Term Loan   11/8/2025   $2,440,153   $(109,806) 
  

 

  

 

 

   

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

      $54,015,513   $(3,541,540) 
      

 

 

   

 

 

 

Total

      $54,015,513   $(3,541,540) 
      

 

 

   

 

 

 

The Fund had the quarter ended September 30, 2017, the Adviser had reimbursed the above expensesfollowing unfunded commitments by investment types as part of its Expense Payment, amounting to $534,500.December 31, 2019:

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value (3)		 

1st Lien/Senior Secured Debt

        

5 Bars, LLC

  Delayed Draw Term Loan   9/27/2024   $3,448,816   $(51,732) 

5 Bars, LLC

  Revolver   9/27/2024   $646,653   $(9,700) 

AEG Holding Company, Inc.

  Revolver   11/20/2023   $558,432   $(11,168) 

Ahead Data Blue, LLC

  Revolver   11/8/2024   $961,256   $(19,225) 

American Physician Partners, LLC

  Revolver   12/21/2021   $266,402   $(2,664) 

AMI US Holdings, Inc.

  Revolver   4/1/2024   $612,979   $(12,260) 

Analogic Corporation

  Revolver   6/22/2023   $258,261   $(3,616) 

Avetta, LLC

  Delayed Draw Term Loan   4/11/2020   $1,235,991   $(12,360) 

Avetta, LLC

  Revolver   4/10/2024   $494,396   $(9,888) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan A   6/12/2021   $1,288,304   $(12,883) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan B   6/30/2020   $2,576,608   $(25,766) 

BEP Borrower Holdco, LLC

  Revolver   6/12/2024   $429,435   $(6,442) 

Blink Holdings, Inc.

  Delayed Draw Term Loan   11/8/2020   $119,189   $(1,192) 

Broadway Technology, LLC

  Revolver   4/1/2024   $383,845   $(7,677) 

Businesssolver.com, Inc.

  Revolver   5/15/2023   $194,118   $—   

Captain D’s, Inc.

  Revolver   12/15/2023   $60,466   $(604) 

CutisPharma, Inc.

  Revolver   3/21/2023   $482,932   $(8,451) 

CutisPharma, Inc.

  Delayed Draw Term Loan   5/17/2021   $482,932   $(8,451) 

Degreed, Inc.

  Delayed Draw Term Loan   5/31/2021   $1,810,522   $(17,562) 

Degreed, Inc.

  Revolver   5/31/2024   $417,813   $(7,228) 

Delaware Valley Management Holdings, Inc.

  Delayed Draw Term Loan   3/21/2021   $5,268,797   $(105,376) 

Delaware Valley Management Holdings, Inc.

  Revolver   3/21/2024   $158,064   $(3,161) 

Dillon Logistics, Inc.

  Revolver   12/11/2023   $41,191   $(2,912) 

Dispatch Track, LLC

  Revolver   12/17/2024   $169,081   $(2,537) 

E2open LLC

  Revolver   11/26/2024   $311,365   $(3,114) 

Engage2Excel, Inc.

  Delayed Draw Term Loan   10/25/2020   $664,490   $(6,645) 

Engage2Excel, Inc.

  Revolver   3/7/2023   $125,635   $(2,513) 

EnterpriseDB Corporation

  Revolver   6/21/2024   $696,355   $(10,445) 

Ethos Veterinary Health LLC

  Term Loan   5/17/2021   $839,091   $(8,391) 

EvolveIP, LLC

  Delayed Draw Term Loan   11/26/2021   $755,824   $(11,337) 

EvolveIP, LLC

  Revolver   6/7/2023   $566,868   $(8,503) 

Exterro, Inc.

  Revolver   5/31/2024   $330,000   $(1,650) 

Finalsite Holdings, Inc.

  Revolver   9/25/2024   $253,142   $(3,797) 

Fuze, Inc.

  Delayed Draw Term Loan   9/20/2021   $2,591,772   $(117,926) 

Fuze, Inc.

  Revolver   9/20/2024   $388,766   $(17,689) 

Genesis Acquisition Co.

  Delayed Draw Term Loan   7/31/2020   $364,466   $(3,645) 

Genesis Acquisition Co.

  Revolver   7/31/2024   $131,560   $(2,631) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $570,916   $(5,709) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $675,044   $(6,750) 

GHA Buyer, Inc.

  Revolver   10/23/2023   $202,513   $(4,050) 

GS AcquisitionCo, Inc.

  Revolver   5/24/2024   $108,813   $(1,360) 

GS AcquisitionCo, Inc.

  Second Supplemental Delayed Draw Term Loan   8/2/2021   $1,934,450   $(13,251) 

Higginbotham Insurance Agency, Inc.

  Delayed Draw Term Loan   3/11/2020   $2,365,584   $—   

INH Buyer, Inc.

  Revolver   1/31/2024   $205,858   $(3,088) 

InSite Wireless Group, LLC

  Term Loan   8/1/2022   $6,179,466   $(77,243) 

Lucky Bucks, LLC

  Delayed Draw Term Loan   4/9/2020   $64,919   $(1,136) 

Metametrics, Inc.

  Revolver   9/10/2025   $651,183   $(13,024) 

Nine Point Energy, LLC

  Revolver   6/7/2024   $328,125   $(6,562) 

Nine Point Energy, LLC

  Delayed Draw Term Loan   6/7/2021   $1,312,500   $(26,250) 

6.

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value (3)		 

OMH-HealthEdge Holdings, LLC

  Revolver   10/24/2024   $458,721   $(10,321) 

Pace Health Companies, LLC

  Revolver   8/2/2024   $616,682   $(6,167) 

PF Growth Partners, LLC

  Delayed Draw Term Loan   7/11/2021   $300,356   $(3,003) 

Pinnacle Dermatology Management, LLC

  Delayed Draw Term Loan   5/18/2020   $1,643,567   $(32,871) 

Pinnacle Dermatology Management, LLC

  Revolver   5/18/2023   $468,424   $(9,368) 

Real Capital Analytics, Inc.

  Revolver   10/2/2024   $138,948   $(695) 

Rhode Holdings, Inc.

  Delayed Draw Term Loan   5/3/2021   $467,302   $(5,280) 

Rhode Holdings, Inc.

  Revolver   5/2/2025   $161,139   $(3,223) 

RxBenefits, Inc.

  Revolver   3/29/2024   $575,767   $(5,758) 

Selligent, Inc.

  Revolver   11/3/2023   $200,660   $(3,010) 

Single Digits, Inc.

  Delayed Draw Term Loan   12/21/2020   $1,040,369   $(10,404) 

Single Digits, Inc.

  Revolver   12/21/2023   $416,148   $(4,161) 

Sirsi Corporation

  Revolver   3/15/2024   $332,245   $(4,984) 

Smile Brands, Inc.

  Delayed Draw Term Loan   10/12/2020   $333,798   $—   

Smile Brands, Inc.

  Revolver   10/12/2023   $220,833   $—   

Sugarcrm, Inc.

  Revolver   7/31/2024   $310,244   $—   

Summit Infrastructure Group, Inc.

  Delayed Draw Term Loan   3/15/2021   $1,125,756   $(22,515) 

Summit Infrastructure Group, Inc.

  Revolver   3/15/2024   $562,878   $(11,258) 

Swiftpage, Inc.

  Revolver   6/13/2023   $225,317   $(4,506) 

Symplr Software, Inc.

  Revolver   11/30/2023   $27,828   $(417) 

Telesoft Holdings, LLC

  Revolver   12/16/2025   $596,865   $(13,430) 

The Center for Orthopedic and Research Excellence, Inc.

  Delayed Draw Term Loan   8/15/2021   $1,726,330   $(15,105) 

The Center for Orthopedic and Research Excellence, Inc.

  Revolver   8/15/2025   $656,005   $(11,480) 

Theranest, LLC

  Delayed Draw Term Loan   7/23/2020   $1,386,857   $(20,803) 

Theranest, LLC

  Revolver   7/24/2023   $428,571   $(8,571) 

TRGRP, Inc.

  Revolver   11/1/2023   $333,333   $(6,667) 

Tropical Smoothie Cafe, LLC

  Revolver   9/24/2023   $96,435   $—   

Tropical Smoothie Cafe, LLC

  Delayed Draw Term Loan   6/18/2021   $6,659,893   $—   

Velocity Purchaser Corporation

  Revolver   12/1/2022   $193,237   $—   

ZBS Alliance Animal Health, LLC

  Delayed Draw Term Loan   11/8/2025   $4,535,600   $(90,712) 

ZBS Alliance Animal Health, LLC

  Revolver   11/8/2025   $181,424   $(3,628) 
      

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

      $71,406,720   $(1,007,901) 
      

 

 

   

 

 

 

Total

      $71,406,720   $(1,007,901) 
      

 

 

   

 

 

 

(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)

Net of capitalized fees, expenses and original issue discount (“OID”).

(3)

A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan.

Contingencies

In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

7. Net Assets

Equity Issuance

In connection with its formation, the Fund has the authority to issue 200,000,000 shares of the Fund’s common stock, par value $0.01 per share.

On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital drawn-downdraw-down notice. At September 30, 2017March 31, 2020 the Fund had total Capital Commitments of $70,928,060,$418,448,516, of which 100%56% is unfunded. At December 31, 2019, the Fund had total Capital Commitments of $397,620,551. The minimum Capital Commitment of an investor is $50,000. The Fund,Adviser, however, may waive the minimum Capital Commitment at its discretion.

Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including forfollow-on investments), for paying the Fund’s expenses, including fees under the Amended and Restated Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

The following tables summarize the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the three months ended March 31, 2020 and 2019:

   For the three months ended
March 31, 2020		   For the three months ended
March 31, 2019		 

Quarter Ended

  Shares   Amount   Shares   Amount 

March 31

   4,876,625    $41,844,852    2,317,068   $23,125,308 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total capital drawdowns

   4,876,625   $41,844,852    2,317,068   $23,125,308 
  

 

 

   

 

 

   

 

 

   

 

 

 

Distributions

The following tables reflect the distributions declared on shares of the Fund’s common stock during the three months ended March 31, 2020 and March 31, 2019:

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Share

 

Dollar Amount

3/27/2020

 3/27/2020 4/29/2020 $0.24 $3,551,533
    

 

    $3,551,533
    

 

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Share

 

Dollar Amount

3/27/2019

 3/27/2019 4/25/2019 $0.15 $1,057,242
    

 

    $1,057,242
    

 

Distribution Reinvestment Plan

On September 26, 2017, the Fund adopted a dividend reinvestment plan, which was amended and restated on August 6, 2018 (the “DRIP”). Pursuant to the DRIP (both before and after it was amended), stockholders receive dividends or other distributions in cash unless a stockholder elects to reinvest his or her dividends and other distributions. As a result of adopting the DRIP, if the Board authorizes, and the Fund declares, a cash dividend or distribution, stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of common stock, rather than receiving cash.

The following tables summarize shares distributed pursuant to the DRIP during the three months ended March 31, 2020 and March 31, 2019 to stockholders who opted into the DRIP:

Date Declared

 

Record Date

 

Reinvestment Date

 

Shares

 

Dollar Amount

3/27/2020

 3/27/2020 3/31/2020 225,117 $1,931,666
    

 

    $1,931,666
    

 

Date Declared

 

Record Date

 

Reinvestment Date

 

Shares

 

Dollar Amount

3/27/2019

 3/27/2019 3/29/2019 58,319 $581,297
    

 

    $581,297
    

 

Share Repurchase Plan

On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On September 26, 2018, the Fund’s stockholders approved the reduction of the asset coverage ratio applicable to the Fund from 200% to 150%. Pursuant to the SBCAA, on November 27, 2018, the Fund extended to its stockholders as of such date the opportunity to sell the shares held by that stockholder as of such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained.

There were no shares repurchased during the three months ended March 31, 2020.

The following table summarizes shares repurchased during the three months ended March 31, 2019:

Tender Period

 

Payment Date

 

Shares

 

Dollar Amount

 

Average Price Paid Per
Share(1)

2/22/2019-3/26/2019

 3/28/2019 7,331 $72,668 $9.91
  

 

 

 

 

 

  7,331 $72,668 $9.91

(1)

Per share price disclosed in this column is the actual price at which each share was repurchased.

8. Earnings Per Share

The following information sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2020 and March 31, 2019:

   For the three months ended
March 31,		 
   2020   2019 

Net increase (decrease) in net assets from operations

  $(15,497,328)   $1,382,359 

Weighted average common shares outstanding

   14,683,464    6,914,873 

Earnings per common share-basic and diluted

  $(1.06)   $0.20 

9. Financial Highlights

Below is the schedule of financial highlights of the Fund for the three months ended March 31, 2020 and March 31, 2019:

   For the three months
ended
March 31, 2020		  For the three months
ended
March 31, 2019		 

Per Share Data:(1)

 

Net asset value, beginning of period

  $9.88  $9.91 

Net investment income (loss)

   0.24   0.15 

Net realized and unrealized gains (losses) on investments

   (1.30)   0.06 
  

 

 

  

 

 

 

Net increase (decrease) in net assets resulting from operations

   (1.06)   0.21 
  

 

 

  

 

 

 

Distributions to stockholders(2)

   (0.24)   (0.15) 
  

 

 

  

 

 

 

Net asset value, end of period

  $8.58  $9.97 

Shares outstanding, end of period

   19,729,143   8,751,728 

Total return at net asset value before incentive fees(3)(4)

   (10.53)%   2.09% 

Total return at net asset value after incentive fees(3)(4)

   (10.72)%   2.05% 

Ratio/Supplemental Data:

 

Net assets, end of period

  $169,290,052  $87,232,764 

Ratio of total expenses to weighted average net assets(5)

   13.08%   12.57% 

Ratio of net expenses to weighted average net assets(5)(6)

   8.32%   11.71% 

Ratio of net investment income (loss) before waivers to weighted average net assets(5)

   5.99%   5.91% 

Ratio of net investment income (loss) after waivers to weighted average net assets(5)(6)

   10.75%   6.77% 

Ratio of interest and credit facility expenses to weighted average net assets(5)

   6.58%   7.59% 

Ratio of incentive fees to weighted average net assets(4)(7)

   0.49%   0.14% 

Portfolio turnover rate(4)

   3.75%   1.51% 

Asset coverage ratio(8)

   167%   161% 

(1)

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)

The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period.

(3)

Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Fund’s dividend reinvestment plan.

(4)

Not annualized.

(5)

Annualized, except for professional fees, directors’ fees, and incentive fees.

(6)

For the three months ended March 31, 2020 and March 31, 2019, the Adviser voluntarily waived a portion of their management fees, incentive fees, and collateral management fees. Additionally, the Adviser also reimbursed the Fund for operating expenses exceeding the percentage limit as per the Expense Support and Conditional Reimbursement Agreement. The ratios include the effects of the waived expenses of 4.63% and 0.44% for the three months ended March 31, 2020 and March 31, 2019, respectively.

(7)

Ratio of incentive fees to weighted average net assets calculated before the voluntary waiver of incentive fees by the Adviser.

(8)

Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period.

10. Subsequent Events

Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the financial statements were issued. The Fund has concluded that there are no events requiring adjustment or disclosure in the financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, ourthe Fund, its current and prospective portfolio investments, ourits industry, ourits beliefs and opinions, and ourits assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond ourthe Fund’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

 

an economic downturn could impair ourthe Fund’s portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of ourthe Fund’s investments in such portfolio companies;

 

such an economic downturn could disproportionately impact the companies that we intendthe Fund intends to target for investment, potentially causing usthe Fund to experience a decrease in investment opportunities and diminished demand for capital from these companies;

 

pandemics or other serious public health events, such as the recent global outbreak of a novel strain of the coronavirus, commonly known as “COVID-19”;

a contraction of available credit and/or an inability to access the equity markets could impair ourthe Fund’s lending and investment activities;

 

interest rate volatility could adversely affect ourthe Fund’s results, particularly if we electthe Fund elects to use leverage as part of ourits investment strategy;

 

our

the Fund’s future operating results;

 

our

the Fund’s business prospects and the prospects of ourthe Fund’s portfolio companies;

 

our

the Fund’s contractual arrangements and relationships with third parties;

 

the ability of ourthe Fund’s portfolio companies to achieve their objectives;

 

competition with other entities and ourthe Fund’s affiliates for investment opportunities;

 

the speculative and illiquid nature of ourthe Fund’s investments;

 

the use of borrowed money to finance a portion of ourthe Fund’s investments;

 

the adequacy of ourthe Fund’s financing sources and working capital;

 

the loss of key personnel;

 

the timing of cash flows, if any, from the operations of ourthe Fund’s portfolio companies;

 

the ability of the Adviser to locate suitable investments for usthe Fund and to monitor and administer ourthe Fund’s investments;

 

the ability of the Adviser to attract and retain highly talented professionals;

 

our

the Fund’s ability to qualify and maintain ourits qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

 

the effect of legal, tax and regulatory changes; and

the other risks, uncertainties and other factors we identifythe Fund identifies under “Item 1A. Risk“Risk Factors” of ourits Annual Report on Form10-K for the fiscal year ended December 31, 2016.2019.

Although we believethe Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could 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 usthe Fund that ourthe Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of Annual Report on Form10-K for the fiscal year ended December 31, 20162019 and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assumethe Fund assumes no duty and dodoes not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Quarterly Report are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because the Fund is an investment company.

The following analysis of ourthe Fund’s financial condition and results of operations should be read in conjunction with ourthe Fund’s financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form10-Q.Report.

Overview

AB Private Credit Investors Corporation (the “Fund”)The Fund was formed on February 6, 2015 as a corporation under the laws of the State of Maryland. WeThe Fund is structured as an externally managed,non-diversified,closed-end management investment company. The Fund was formed to invest primarily in primary-issue middle-market credit opportunities that are currently in the development stagedirectly sourced and have notprivately negotiated. The Fund commenced investment operations. Since inception, there has been no investment or operational activity. In conjunction with our formation, we issued and sold (i) 100 shares of common stock, par value $0.01,operations on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) and (ii) 2,400 shares of common stock, par value $0.01, on May 26,November 15, 2017 to(“Commencement”). The Fund is advised by AB Private Credit Investors LLC.

On October 6, 2016 we filedLLC (the “Adviser”), which is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “SEC”“Advisers Act”). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring the Fund’s portfolio on an ongoing basis. State Street Bank and Trust Company (the “Administrator”) an electionprovides the administrative services necessary for the Fund to operate.

The Fund has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). WeThe Fund has also intend to electelected to be treated and intendintends to qualify annually thereafter, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. While we intend to elect to be treated as a RIC as soon as practicable, we may have difficulty satisfying the asset diversification requirements as we deploy initial capital and build our portfolio. To the extent that we have net taxable income prior to our qualification as RIC, we will be subject to U.S. federal income tax on such income. As a BDC and a RIC, respectively, we arethe Fund is and will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of ourits assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of ourits taxable income andtax-exempt tax exempt interest.

Our investment activities are managed by our external investment adviser, AB Private Credit Investors LLC (the “Adviser”), an investment adviser thatThe Fund is registered under the Investment Advisers Act of 1940, as amended. We intend to enter into an administration agreement (the “Administration Agreement”) with a third party administrator (the “Administrator”), pursuant to which the Administrator will provide the administrative services necessary for us to operate.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We2012 (the “JOBS Act”). The Fund will remain an emerging growth company for up to five years following anits initial public offering, if any, although if the market value of ourits common stock that is held bynon-affiliates exceeds $700 million as of any June 30 before that time, wethe Fund would cease to be an emerging growth company as of the following December 31. For so long as we remainthe Fund remains an emerging growth company under the JOBS Act, weit will be subject to reduced public company reporting requirements.

Effects ofCOVID-19 on the Fund’s Results of Operations

The rapid spread ofCOVID-19, a novel strain of coronavirus causing respiratory illness(“COVID-19”) has resulted in temporary closures of many corporate offices, retail stores, and manufacturing facilities and factories around the world, which could materially disrupt the demand for the Fund’s portfolio companies’ products and services. On March 11, 2020, the World Health Organization declaredCOVID-19 a global pandemic and recommended containment and mitigation measures worldwide. TheCOVID-19 pandemic has had a significant impact on the U.S. economy and supply chains worldwide have been interrupted, slowed or rendered inoperable, with an increasing number of individuals becoming ill, subject to quarantine, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governmental mandates to control an outbreak may require forced shutdown of the Fund’s portfolio companies’ facilities for extended or indefinite periods. The extent of the impact of theCOVID-19 outbreak on the financial performance of the Fund’s current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy as a result ofCOVID-19, all of which are highly uncertain and cannot be predicted. Adverse impacts on the Fund’s investments may have a material adverse impact on the Fund’s future net investment income, the fair value of the Fund’s portfolio investments, the Fund’s financial condition and results of operations and the financial condition of the Fund’s portfolio companies.

The Fund has had a reduction in its net asset value as of March 31, 2020, as compared to its net asset value as of December 31, 2019, which is conductingprimarily the result of the impact of theCOVID-19 pandemic. The decrease in net asset value as of March 31, 2020, primarily resulted from an increase in the aggregate unrealized depreciation of the Fund’s investment portfolio due to decreases in fair value of investments attributable to theCOVID-19 pandemic. As of March 31, 2020, the Fund is in compliance with its asset coverage requirements under the 1940 Act. In addition, the Fund is not in default of any of the covenants under the Revolving Credit Facility as of March 31, 2020. However, any continued increase in unrealized depreciation of the Fund’s investment portfolio or further significant reductions in the Fund’s net asset value as a result of the effects of theCOVID-19 pandemic or otherwise, increase the risk of breaching the relevant covenants and requirements.

The Fund will continue to monitor the rapidly evolving situation surrounding theCOVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations. The majority of the Fund’s exposure is within sectors that the Fund expects to be relatively insulated from the impact ofCOVID-19 and related social distancing measures, such as software and technology enabled services, pharmaceutical and healthcare information technology, digital infrastructure and services, and other mission critical business services. The Fund has no direct investments in commercial aviation companies, and the Fund believes that it has limited exposure to sectors currently experiencing challenges, such as gym franchises (comprising approximately 1.4% of the Fund’s portfolio as of March 31, 2020), energy (comprising approximately 5.6% of the Fund’s portfolio as of March 31, 2020) and quick service restaurants (comprising approximately 3.1% of the Fund’s portfolio as of March 31, 2020). In sectors where the Fund believes that it has modest exposure, such as health care services/practice management (comprising approximately 20.5% of the Fund’s portfolio as of March 31, 2020), the Fund is closely monitoring these companies. In these circumstances, there may be developments outside the Fund’s control requiring it to adjust its plan of operation. As such, given the dynamic nature of this situation, the Fund cannot reasonably estimate the impact ofCOVID-19 on its financial condition, results of operations or cash flows in the future.

The Private Offering

The Fund enters into separate subscription agreements with investors providing for the private offerings (each a “Private Offering”)placement of its common stock to investors(the “Shares”) in reliance on an exemptionexemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”Act,” and such offering, the “Private Offering”). At the closing of any Private Offering, eachEach investor will makemakes a capital commitment (a “Capital Commitment”) to purchase shares of the Fund’s common stockShares pursuant to a subscription agreement entered into with the Fund.agreement. Investors will beare required to fund drawdownsmake capital contributions to purchase shares of the Fund’s common stock up to the amount of their respective Capital Commitment on anas-needed basisShares each time the Fund delivers a capital call notice, to its investors. The Fund anticipates commencing its loan origination andwhich is issued based on the Fund’s anticipated investment activities contemporaneously withand capital needs, delivered at least 10 business days prior to the initial drawdown fromrequired funding date, provided that investors inmay fund such requirements sooner than the initial Private Offering.

On September 29, 2017,deadline as agreed between the Fund completedand the initial closinginvestor. Generally, purchases of the Fund’s Shares are made pro rata in accordance with each investor’s Capital Commitment, in an amount not to exceed each investor’s remaining capital commitment (“Initial Closing”Remaining Commitment”) of its Private Offering after entering into subscription agreements (collectively,, at aper-Share price equal to the “Subscription Agreements”) with several investors, including the Adviser, providing for the private placementnet asset value per share of the Fund’s common shares. stock subject to any adjustments. Pursuant to the Private Offering, the Fund’s initial closing occurred on September 29, 2017.

The Fund may accept additional Capital Commitments quarterly (“Subsequent Closings”) from new investors as well as existing investors that wish to increase their commitment and shareholding in the Fund. These Subsequent Closings are expected to occur on a calendar-quarter end based on investor interest as well as the state of the market and the Fund’s capacity to invest the additional capital in a reasonable period. Each Capital Commitment is for the life of the Fund or for a shorter period based on the investor’s liquidation election, subject to the Fund’s receipt of exemptive relief that would permit stockholders to liquidate their investments pursuant to transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be established.

Revenues

The Fund’s investment objective is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. The Fund intends to primarily invest in middle market businesses based in the United States. The Fund expects that the primary use of proceeds by the companies in which the Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital.

The Fund will seek to build its portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and sector verticals by targeting companies with strong underlying business models and durable intrinsic value.

The Fund will primarily hold secured loans, which encompass traditional first lien, unitranche and second lien loans, but may also invest in mezzanine, structured preferred stock andnon-control equityco-investment opportunities. The Fund will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes the Fund’s flexibility to invest across the capital structure and liquidity spectrum will allow the Fund to optimize investor risk-adjusted returns.

Expenses

Under the termsAmended and Restated Advisory Agreement, the Fund’s primary operating expenses will include the payment of fees to the Adviser, the Fund’s allocable portion of overhead expenses under the Expense Reimbursement Agreement and other operating costs described below. The Fund bears all otherout-of-pocket costs and expenses of the Subscription Agreements, investors are requiredFund’s operations and transactions, including those relating to:

reasonable and documented organization and offering expenses to fund drawdownsthe extent reimbursement of such expenses is included in any future agreement with the Adviser;

calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firm);

fees and expenses payable to purchasethird parties, including agents, consultants or other advisers, in connection with monitoring financial (including advising with respect to the Fund’s financing strategy) and legal affairs for the Fund and in providing administrative services, monitoring the Fund’s investments and performing due diligence on the Fund’s prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

interest payable on debt, if any, incurred to finance the Fund’s investments;

sales and purchases of the Fund’s common shares upstock and other securities;

base management fees and incentive fees payable to the amountAdviser;

transfer agent and custodial fees;

federal and state registration fees;

all costs of their respective Capital Commitmentsregistration and listing the Fund’s securities on anas-needed basis uponany securities exchange;

U.S. federal, state and local taxes;

independent directors’ fees and expenses;

costs of preparing and filing reports or other documents required by the issuanceSEC, the Financial Industry Regulatory Authority or other regulators;

costs of a capital drawn-down notice. At September 30, 2017 any reports, proxy statements or other notices to stockholders, including printing costs;

the Fund had total Capital CommitmentsFund’s allocable portion of $70,928,060,any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

direct costs and expenses of which 100% is unfunded. Capital Commitments may be drawn downadministration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

all other expenses incurred by the Fund, on a pro rata basis, as needed (includingfollow-on investments), for payingthe Administrator or the Adviser in connection with administering the Fund’s expenses,business, including feespayments under the AdvisoryAdministration Agreement and/or maintaining a reserve account forand payments under the paymentExpense Reimbursement Agreement based on the Fund’s allocable portion of future expenses or liabilities.the Adviser’s overhead in performing its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Portfolio and Investment Activity

During the three months ended March 31, 2020, the Fund invested $26,047,107 in 12 portfolio companies, $31,464,713 was drawn down against the revolvers and delayed draw term loans, and the Fund had $12,615,490 in aggregate amount of principal repayments, which includes $3,988,364 in revolver and delayed draw term loan paydowns, and $842,678 in sales, resulting in net investments of $44,053,652 for the period.

During the three months ended March 31, 2019, the Fund invested $57,136,514 in 11 portfolio companies, $3,587,927 was drawn down against the revolvers and delayed draw term loans, and the Fund had $2,348,789 in aggregate amount of principal repayments, which includes $1,876,665 in revolver and delayed draw term loan paydowns, and $130,771 in sales, resulting in net investments of $58,244,881 for the period.

The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2020:

   As of March 31, 2020 
   Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		  Weighted
Average
Yield(1)		 

First Lien Senior Secured Debt

  $376,332,124    96.11%  $356,272,609    96.11%   9.63% 

Second Lien Junior Secured Debt

  $7,653,082    1.96%  $7,364,846    1.99%   11.42% 

Preferred Stock

  $5,262,132    1.34%  $5,431,410    1.46%   0% 

Common Stock

  $1,663,605    0.42%  $1,369,556    0.37%   0% 

Warrants

  $661,991    0.17%  $249,863    0.07%   0% 
  

 

 

   

 

 

  

 

 

   

 

 

  

Total

  $391,572,934    100%  $370,688,284    100%  
  

 

 

   

 

 

  

 

 

   

 

 

  

(1)

Based upon the par value of the Fund’s debt investments

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2019:

   As of December 31, 2019 
   Amortized Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		  Weighted
Average
Yield(1)		 

First Lien Senior Secured Debt

  $332,320,392    95.80%  $330,393,205    95.76%   8.31% 

Second Lien Junior Secured Debt

  $7,649,558    2.21%  $7,620,547    2.21%   10.49% 

Preferred Stock

  $4,648,225    1.34%  $4,861,847    1.41%   0% 

Common Stock

  $1,624,199    0.47%  $1,518,353    0.44%   0% 

Warrants

  $631,366    0.18%  $631,366    0.18%   0% 
  

 

 

   

 

 

  

 

 

   

 

 

  

Total

  $346,873,740    100%  $345,025,318    100%  
  

 

 

   

 

 

  

 

 

   

 

 

  

(1)

Based upon the par value of the Fund’s debt investments

The following table presents certain selected financial information regarding the Fund’s investment portfolio:

   As of
March 31, 2020		  As of
December 31, 2019		 

Number of portfolio companies

   90   85 

Percentage of debt bearing a floating rate(1)

   99.9%   99.99% 

Percentage of debt bearing a fixed rate(1)

   0.01%   0.01% 

(1)

Measured on a fair value basis, and excludes equity securities.

The following table shows the amortized cost and fair value of the Fund’s performing andnon-accrual debt investments as of March 31, 2020:

   As of March 31, 2020 
   Amortized Cost   Percentage at
Amortized Cost		  Fair Value   Percentage at
Fair Value		 

Performing

  $383,985,206    100%  $363,637,455    100% 

Non-accrual

   —      —     —      —   
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $383,985,206    100%  $363,637,455    100% 
  

 

 

   

 

 

  

 

 

   

 

 

 

The following table shows the amortized cost and fair value of the Fund’s performing andnon-accrual debt investments as of December 31, 2019:

   As of December 31, 2019 
   Amortized Cost   Percentage at
Amortized Cost		  Fair Value   Percentage at
Fair Value		 

Performing

  $339,969,950    100%  $338,013,752    100% 

Non-accrual

   0    —     0    —   
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $339,969,950    100%  $338,013,752    100% 
  

 

 

   

 

 

  

 

 

   

 

 

 

Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan onnon-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restoresnon-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. As of September 30, 2017March 31, 2020 and as of December 31, 2016, we have not commenced2019, the Fund had no investments that were onnon-accrual status.

The following table shows the amortized cost and fair value of the investment activities.portfolio and cash and cash equivalents as of March 31, 2020:

   As of March 31, 2020 
   Amortized Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		 

First Lien Senior Secured Debt

  $376,332,124    92.28%  $356,272,609    92.08% 

Second Lien Junior Secured Debt

   7,653,082    1.88   7,364,846    1.90 

Preferred Stock

   5,262,132    1.29   5,431,410    1.40 

Common Stock

   1,663,605    0.41   1,369,556    0.35 

Warrants

   661,991    0.16   249,863    0.07 

Cash and cash equivalents

   16,251,625    3.98   16,251,625    4.20 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $407,824,559    100.00%  $386,939,909    100.00% 
  

 

 

   

 

 

  

 

 

   

 

 

 

The following table shows the amortized cost and fair value of the investment portfolio and cash and cash equivalents as of December 31, 2019:

   As of December 31, 2019 
   Amortized Cost   Percentage of
Total
Portfolio		  Fair Value   Percentage of
Total
Portfolio		 

First Lien Senior Secured Debt

  $332,320,392    91.85%  $330,393,205    91.79% 

Second Lien Junior Secured Debt

  $7,649,558    2.11%  $7,620,547    2.11% 

Preferred Stock

  $4,648,225    1.28%  $4,861,847    1.35% 

Common Stock

  $1,624,199    0.45%  $1,518,353    0.42% 

Warrants

  $631,366    0.17%  $631,366    0.18% 

Cash and cash equivalents

  $14,931,791    4.14%  $14,931,791    4.15% 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $361,805,531    100%  $359,957,109    100% 
  

 

 

   

 

 

  

 

 

   

 

 

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2020 (with corresponding percentage of total portfolio investments):

   As of March 31, 2020 
  Amortized Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		 

Business Services

  $30,269,771    7.73%  $28,498,623    7.69% 

ConsumerNon-Cyclical

  $19,376,867    4.95%  $18,273,162    4.93% 

Digital Infrastructure & Services

  $45,078,860    11.51%  $44,519,434    12.01% 

Education

  $10,336,590    2.64%  $10,028,786    2.71% 

Energy

  $21,226,631    5.42%  $16,849,586    4.55% 

Financial Services

  $3,371,933    0.86%  $3,276,992    0.88% 

Healthcare & HCIT

  $87,637,397    22.38%  $80,233,526    21.64% 

Pharmaceutical

  $6,227,961    1.59%  $5,915,622    1.60% 

Software & Services

  $155,227,853    39.64%  $152,199,431    41.05% 

Specialty Finance

  $2,775,000    0.71%  $2,661,178    0.72% 

Transport & Logistics

  $10,044,071    2.57%  $8,231,944    2.22% 
  

 

 

   

 

 

  

 

 

   

 

 

 
  $391,572,934    100%  $370,688,284    100% 
  

 

 

   

 

 

  

 

 

   

 

 

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

   As of December 31, 2019 
  Amortized Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		 

Business Services

  $29,492,348    8.50%  $29,467,961    8.54% 

ConsumerNon-Cyclical

  $12,573,051    3.63%  $12,628,209    3.66% 

Digital Infrastructure & Services

  $35,923,507    10.36%  $35,849,013    10.39% 

Education

  $9,792,558    2.82%  $9,774,744    2.83% 

Energy

  $16,097,426    4.64%  $15,097,254    4.38% 

Financial Services

  $1,037,219    0.30%  $1,037,140    0.30% 

Healthcare & HCIT

  $77,923,042    22.46%  $77,112,970    22.35% 

Pharmaceutical    

  $5,773,084    1.66%  $5,714,446    1.66% 

   As of December 31, 2019 
  Amortized Cost   Percentage of
Total Portfolio		  Fair Value   Percentage of
Total Portfolio		 

Software & Services

  $145,364,022    41.91%  $145,699,305    42.23% 

Specialty Finance

  $2,810,973    0.81%  $2,804,891    0.81% 

Transport & Logistics

  $10,086,510    2.91%  $9,839,385    2.85% 
  

 

 

   

 

 

  

 

 

   

 

 

 
  $346,873,740    100%  $345,025,318    100% 
  

 

 

   

 

 

  

 

 

   

 

 

 

The Adviser monitors the Fund’s portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of the Fund’s investments, which may include the following:

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

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

comparisons to the Fund’s other portfolio companies in the industry, if any;

attendance at and participation in board meetings or presentations by portfolio companies; and

review of monthly and quarterly consolidated financial statements and financial projections of portfolio companies.

Results of Operations

The following is a summary of the Fund’s operating results for the quarters ended March 31, 2020 and 2019:

   For the Three Months Ended
March 31,
2020		   For the Three Months Ended
March 31,
2019		 

Total investment income

  $7,441,251   $3,428,832 

Total expenses

   6,151,628    2,698,387 
  

 

 

   

 

 

 

Expense Reimbursement from Adviser

   (89,757)    (156,418) 

Waived Collateral Management Fees

   (459,059)    —   

Waived Management Fees

   (1,227,046)    (63,171) 

Waived Incentive Fees

   (486,784)    (76,072) 
  

 

 

   

 

 

 

Net investment income

   3,552,269    1,026,106 

Net realized and change in unrealized depreciation on investments

   (19,049,597)    356,253 
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

  $(15,497,328)   $1,382,359 
  

 

 

   

 

 

 

Investment Income

During the three months ended March 31, 2020, the Fund’s investment income was comprised of $7,052,300 of interest income, which includes $452,560 from the net amortization of premium and accretion of discounts, $206,351 ofpayment-in-kind interest and $182,600 of other fee income.

During the three months ended March 31, 2019, the Fund’s investment income was comprised of $3,400,195 of interest income, which includes $124,006 from the net amortization of premium and accretion of discounts, $28,637 ofpayment-in-kind interest.

Operating Expenses

The following is a summary of the Fund’s operating expenses for the quarters ended March 31, 2020 and 2019:

   For the Three
Months
Ended
March 31,
2020		   For the Three
Months
Ended
March 31,
2019		 

Interest and borrowing expenses

  $2,568,667   $1,409,152 

Management fees

   1,352,351    615,859 

Professional fees

   547,269    342,361 

Collateral management fees

   459,059    0 

Income-based incentive fee

   769,023    106,087 

Administration and custodian fees

   91,783    65,825 

Insurance expenses

   67,596    61,027 

Directors’ fees

   50,000    37,500 

Transfer agent fees

   10,758    4,662 

Other expenses

   235,122    55,914 
  

 

 

   

 

 

 

Total expenses

   6,151,628    2,698,387 

Expense reimbursement from Adviser

   (89,757)    (156,418) 

Waived collateral management fees

   (459,059)    0 

Waived management fees

   (1,227,046)    (63,171) 

Waived incentive fees

   (486,784)    (76,072) 
  

 

 

   

 

 

 

Net expenses

  $3,888,982   $2,402,726 
  

 

 

   

 

 

 

Interest and Borrowing Expenses

Interest and borrowing expenses includes interest, amortization of debt issuance and deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Revolving Credit Facility and the Notes issued in the CLO Transaction. The Fund first drew on the Revolving Credit Facility on November 15, 2017. As of September 30, 2017, we completedMarch 31, 2020, there was an outstanding balance of $43,000,000 on the Initial Closing of our Private Offering but had not commenced any significant operational or investment activities.Revolving Credit Facility. As of December 31, 2016, we2019, the Revolving Credit Facility had not completedan outstanding balance of $19,500,000. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities (“CLOs”), and terminated the Initial ClosingBarclays Credit Facility. The outstanding amount on the Notes is $210,714,301, net of our private offering or commenced any operational or investment activities. Therefore, no resultsunamortized discount and debt issuance costs as of operations are reported.March 31, 2020. As of December 31, 2019, the amount outstanding on the Notes was $210,336,633, net of unamortized discount and debt issuance costs.

Revenues

Our investment objective is to generate current incomeInterest and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. We intend to primarily invest in middle market businesses based in the United States. We expect that the primary use of proceeds by the companies in which we invest will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital.

We will primarily hold secured loans, which encompass traditional first lien, uni-tranche and second lien loans, but may also invest in mezzanine, structured preferred stock andnon-control equityco-investment opportunities. We will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes our flexibility to invest across the capital structure and liquidity spectrum will allow us to optimize investor risk-adjusted returns.

Expenses

Expensesborrowing expenses for the three and nine months ended September 30, 2017March 31, 2020, were as follows:

Expenses$2,568,667, and for the three and nine months ended September 30, 2017,March 31, 2019, were $1,002,147,$1,409,152. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on the Fund’s debt outstanding was 3.73% and 4.87% as of March 31, 2020 and March 31, 2019, respectively.

Management Fee

The gross management fee expenses for the three months ended March 31, 2020 and March 31, 2019 were $1,352,351 and $615,859, respectively. The increase in the management fee for the three months ended March 31, 2020 was a result of the increase in average gross assets during the period, which consistedare the basis used to calculate management fees. For the three months ended March 31, 2020 and March 31, 2019, the Adviser waived management fees of $467,647$1,227,046 and $63,171, respectively.

Fund Expenses

For the three months ended March 31, 2020, the Fund incurred $6,151,628 of expenses in organizational and offering expenses, $149,000 inrelation to professional fees, directors’ fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and $385,500 in professional fees.

Pursuant to the Expense Supportborrowing expenses, transfer agent fees, other fees, and Conditional Reimbursement Agreement, our Adviser provided expense supportadministration and custodian fees, of $1,002,147, reducing our expenses to $0.00. See “Item 1. – Notes to Financial Statements – Note 3. Agreements and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

Organization and Offering Costs

As of September 30, 2017,which $89,757 was reimbursed by the Adviser and its affiliates have incurred or expect to incur organizational costs of approximately $467,000 and offering costs of approximately $236,000 on behalf of the Fund.Fund, and $1,227,046 of management fees, $486,784 of incentive fees and $459,059 of collateral management fees were waived by the Adviser.

Organization costs include, among

For the three months ended March 31, 2019, the Fund incurred $2,698,387 of expenses in relation to professional fees, directors’ fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other things,fees, and administration and custodian fees, of which $156,418 was reimbursed by the costAdviser and its affiliates on behalf of organizingthe Fund, and $63,171 of management fees and $76,072 of incentive fees were waived by the Adviser.

Net Realized Gain (Loss) on Investments

During the three months ended March 31, 2020, the Fund had principal repayments of $12,615,490, which included $3,988,364 of revolver and delayed draw term loan paydowns, and $842,678 in sales, resulting in $13,369 of net realized loss.

During the three months ended March 31, 2019, the Fund had principal repayments of $2,348,789, which included $1,876,665 of revolver and delayed draw term loan paydowns, and $130,771 in sales, resulting in $1,754 of net realized loss.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three months ended March 31, 2020, the Fund had $19,036,228 in net change in unrealized depreciation on $391,572,934 of investments in 90 portfolio companies. The increase in net unrealized depreciation for the three months ended March 31, 2020 was primarily due to the negative economic impact and the increased uncertainty caused byCOVID-19.

During the three months ended March 31, 2019, the Fund had $358,007 in net change in unrealized appreciation on $196,908,013 of investments in 55 portfolio companies.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended March 31, 2020 and March 31, 2019, the net decrease and increase in net assets resulting from operations was $(15,497,328) and $1,382,359, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2020 and March 31, 2019, the Fund’s per share net decrease and increase in net assets resulting from operations was $(1.06) and $0.21, respectively.

Cash Flows

For the three months ended March 31, 2020, cash increased by $1,319,834. During the same period, the Fund used $41,095,861 in operating activities, primarily as a Maryland corporation, including the costresult of legal services, directors’ fees and other fees, including travel-related expenses, pertaining to our organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of our private placement memorandum and other offering documents. Offering costs are being deferred and will be amortized on a straight line basis over aone-year period starting from September 29, 2017.

Pursuant to the Expense Support and Conditional Reimbursement Agreement, our Adviser provided expense support of $467,000 and $236,000 for our organizational costs and offering costs, respectively, reducing our organizational costs and offering costs to $0.00. See “Item 1. – Notes to Financial Statements – Note 3. Agreements and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

Operating Expenses

Under the Advisory Agreement, our primary operating expenses include the payment of fees to the Adviser our allocable portion of overhead expenses under the Expense Reimbursement Agreement (as defined below) and other operating costs described below. We bear all otherout-of-pocket costs and expenses of our operations and transactions, including those relating to:

reasonable and documented organization and offering expenses to the extent reimbursement of such expenses is included in any future agreement with the Adviser;

calculating our net asset value (including the cost and expenses of any independent valuation firm);

fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial (including advising with respect to our financing strategy) and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

interest payable on debt, if any, incurred to finance our investments;

sales and purchases of ourinvestments. During the three months ended March 31, 2020, the Fund generated $42,415,695 from financing activities, primarily from issuance of common stock, and other securities;
net borrowings on the Revolving Credit Facility.

base management feesFor the three months ended March 31, 2019, cash increased by $16,551,969. During the same period, the Fund used $56,138,331 in operating activities, primarily as a result of purchases of investments. During the three months ended March 31, 2019, the Fund generated $72,690,300 from financing activities, primarily from issuance of common stock, and incentive fees payable tonet borrowings on the Adviser;
Revolving Credit Facility.

Hedging

transfer agent

The Fund may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and custodial fees;

��

federalforward contracts, and state registration fees;credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective. For the three months ended March 31, 2020 and March 31, 2019, the Fund did not enter into any hedging contracts.

all costs of registration and listing our securities on any securities exchange;

U.S. federal, state and local taxes;

independent directors’ fees and expenses;

costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators;

costs of any reports, proxy statements or other notices to stockholders, including printing costs;

our allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

all other expenses incurred by us, the Administrator or the Adviser in connection with administering our business, including payments under the Administration Agreement and payments under the Expense Reimbursement Agreement based on our allocable portion of the Adviser’s overhead in performing its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Financial Condition, Liquidity and Capital Resources

We expectAt March 31, 2020, and December 31, 2019, the Fund had $16,251,625 and $14,931,791 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from ourthe Fund’s operations, (iii) any financing arrangements wenow existing or that the Fund may enter into in the future and (iv) any future offerings of ourthe Fund’s equity or debt securities. WeThe Fund may fund a portion of ourits investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.

OurThe Fund’s primary use of funds from a credit facility will be investments in portfolio companies, cash distributions to holders of ourits common stock and the payment of operating expenses.

In the future, wethe Fund may also securitize or finance a portion of ourthe Fund’s investments with a special purpose vehicle. If we undertakethe Fund undertakes a securitization transaction, wethe Fund will consolidate ourits allocable portion of the debt of any securitization subsidiary on ourits financial statements, and include such debt in ourits calculation of the asset coverage test, if and to the extent required pursuant to the guidance of the staff of the SEC.

Cash and cash equivalents as of September 30, 2017,the three months ended March 31, 2020, taken together with ourthe Fund’s uncalled Capital Commitments of $70,928,060,$234,905,730 and $7,000,000 undrawn amount on the Fund’s Revolving Credit Facility, is expected to be sufficient for ourthe Fund’s investing activities and to conduct ourthe Fund’s operations infor at least the near term.next twelve months. As of September 30, 2017, weMarch 31, 2020, the Fund had $25,000$16,251,625 in cash and cash equivalents. During the ninethree months ended September 30, 2017, weMarch 31, 2020, the Fund used no cash$41,095,861 for operating activities, asactivities. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “Effects ofCOVID-19 on the Fund had not yet begun investment activities.Fund’s Results of Operations” above.

Equity Activity

In connection with our formation, we haveThe Fund has the authority to issue 200,000,000 shares of common stock at a $0.01 per share par value.

On June 27, 2016, we issued 100The Fund has entered into Subscription Agreements with investors providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares of our common stockup to the Adviser,amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital draw down notice. As of March 31, 2020, the Fund received Capital Commitments of $418,448,516. Inception to March 31, 2020, the Fund received capital contributions to the Fund of $183,542,786.

For the three months ended March 31, 2020, the Fund received total Capital Commitments of $20,827,965, had $1,931,666 of dividend reinvestments and issued 225,117 shares to investors that opted into the Fund’s dividend reinvestment plan, issued capital drawdown notices to its investors for an aggregate purchase priceamount of $1,000. On May 26, 2017, we$41,844,852 and issued 2,4004,876,625 shares to investors in respect of our common stocksuch capital drawdowns. For the three months ended March 31, 2019, the Fund received additional capital commitments of $51,768,231, had $581,297 of dividend reinvestments and issued 58,319 shares to investors that opted into the Adviser,Fund’s dividend reinvestment plan, issued capital drawdown notices to its investors for an aggregate purchase priceamount of $24,000. We have$23,125,308 and issued 2,317,068 shares to investors in respect of such capital drawdowns.

Distributions

Distributions to stockholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute quarterly distributions to its stockholders. The Fund’s quarterly distributions, if any, will be determined by the Board. Any distributions to the Fund’s stockholders will be declared out of assets legally available for distribution.

The following table summarizes distributions declared during the three months ended March 31, 2020:

Date Declared

  Record Date   Payment Date   Amount
Per Share		   Total
Distributions		 

March 27, 2020

   March 27, 2020    April 29, 2020   $0.24   $3,551,533 
      

 

 

   

 

 

 

Total distributions declared

      $0.24   $3,551,533 
      

 

 

   

 

 

 

The following table summarizes distributions declared during the three months ended March 31, 2019:

Date Declared

  Record Date   Payment Date   Amount
Per Share		   Total
Distributions		 

March 27, 2019

   March 27, 2019    April 25, 2019   $0.15   $1,057,242 
      

 

 

   

 

 

 

Total distributions declared

      $0.15   $1,057,242 
      

 

 

   

 

 

 

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscalyear-end based upon the Fund’s investment company taxable income for the full fiscal year and distributions paid during the full year. For the three months ended March 31, 2020, the Fund distributed $3,551,533 to stockholders, of which $3,551,533 was attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not hadassume that the source of any other equity transactions asdistribution is only ordinary income or gains.

To the extent the Fund’s taxable earnings fall below the total amount of September 30, 2017its distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to the Fund’s stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to stockholders may be the original capital invested by the stockholder rather than the Fund’s income or gains.

For the three months ended March 31, 2019, the Fund distributed $1,057,242 to stockholders, of which $1,057,242 was attributable to ordinary income and December 31, 2016.$0 was attributable to long-term capital gains. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should not assume that the source of any distribution is only ordinary income or gains.

Contractual Obligations

As of September 30, 2017 and December 31, 2016, we have not commenced operations.

We haveThe Fund has entered into certain contracts under which it has future commitments. Payments under the Amended and Restated Advisory Agreement with the Adviser in accordance with the 1940 Act. Under the Advisory Agreement, the Adviser is responsible for sourcing, reviewing and structuring investment opportunities for us, underwriting and conducting diligence on our investments and monitoring our investment portfolio on an ongoing basis. For these services, we will payconsist of (i) a base management fee equal to a percentage of the average

outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter and (ii) an incentive fee based on ourthe Fund’s performance. The cost of both the base management fee and the incentive fee will ultimately be borne by ourthe Fund’s stockholders. We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. WeFund will reimburse the Adviser an amount equal to ourthe Fund’s allocable portion (subject to the review of ourthe Fund’s Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.Agreement. Stockholder approval is not required to amend the Administration Agreement or the Expense Reimbursement Agreement.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under the Advisory Agreement, the Administration Agreement and the Expense Reimbursement Agreement. Any new investment advisory agreement would also be subject to approval by ourthe Fund’s stockholders.

Expense Support and Conditional Reimbursement Agreement

On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain ofThe following table shows the Fund’s Operating Expenses,contractual obligations as defined in the Expense Support and Conditional Reimbursement Agreement, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an (“Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit”).March 31, 2020:

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Advisor reimbursed the Operating Expenses that are the subject of the repayment, subject to Sections 2(b) and 2(c) as applicable. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses, and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets will be consistent with such periodic calculations of average net assets in the Fund’s financial statements.

However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a365-day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.

   Payments Due by Period 
   Total   Less Than
1 Year		   1 – 3 Years   3 – 5 Years   More Than
5 Years		 

Revolving Credit Facility

  $43,000,000   $43,000,000   $—    $—    $—  

Class A-1 Senior Secured Floating Rate Note

  $178,200,000   $—     $—    $—    $178,200,000 

Class A-2A Senior Secured Floating Rate Note

  $25,000,000   $—     $—    $—    $25,000,000 

Class A-2B Senior Secured Floating Rate Note

  $9,950,000   $—     $—    $—    $9,950,000 

The specific amountfollowing table shows the Fund’s contractual obligations as of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) the Board of the Fund makes a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement that have not been reimbursed by the Fund to the Adviser.December 31, 2019:

For the quarter ended September 30, 2017, the Adviser’s Expense Payment amounted to $1,002,147. See “Item 1. –

   Payments Due by Period  
   Total   Less Than
1 Year		   1 –3 Years   3 – 5 Years   More Than
5 Years		 

HSBC Credit Facility

  $19,500,000   $19,500,000   $—     $—     $—   

Class A-1 Senior Secured Floating Rate Note

  $178,200,000   $—     $—     $—     $178,200,000 

Class A-2A Senior Secured Floating Rate Note

  $25,000,000   $—     $—     $—     $25,000,000 

Class A-2B Senior Secured Floating Rate Note

  $9,950,000   $—     $—     $—     $9,950,000 

See“Notes to Financial Statements – Note 3. Agreements4. Borrowings,” for a discussion of the terms of the Revolving Credit Facility and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”Notes.

Off-Balance Sheet Arrangements

WeAs of March 31, 2020 and December 31, 2019, the Fund had nounfunded Capital Commitments related to Subscription Agreements of $234,905,730 and $255,922,617, respectively.

The Fund may become a party to financial instruments withoff-balance sheet risk in the normal course of the Fund’s business to fund investments and to meet the financial needs of the Fund’s portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the consolidated statements of assets and liabilities.

As of March 31, 2020, the Fund’soff-balance sheet arrangements asconsisted of the following:

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value(3)		 

1st Lien/Senior Secured Debt

        

5 Bars, LLC

  Delayed Draw Term Loan   9/27/2024   $3,448,816   $(86,220) 

5 Bars, LLC

  Revolver   9/27/2024   $646,653   $(16,166) 

Accelerate Resources Operating, LLC

  Delayed Draw Term Loan   8/24/2021   $2,903,350   $(362,919) 

Accelerate Resources Operating, LLC

  Revolver   2/24/2026   $414,764   $(51,846) 

Ahead Data Blue, LLC

  Revolver   11/8/2024   $517,600   $(20,704) 

American Physician Partners, LLC

  Revolver   12/21/2021   $97,681   $(3,907) 

AMI US Holdings, Inc.

  Revolver   4/1/2024   $87,568   $(3,065) 

Analogic Corporation

  Revolver   6/22/2023   $195,556   $(9,778) 

Avetta, LLC

  Delayed Draw Term Loan   4/11/2020   $1,235,991   $—   

Avetta, LLC

  Revolver   4/10/2024   $494,396   $(17,304) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan A   6/12/2021   $1,288,304   $(109,506) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan B   6/30/2020   $2,576,608   $(219,012) 

BEP Borrower Holdco, LLC

  Revolver   6/12/2024   $429,435   $(38,649) 

BK Medical Holding Company, Inc.

  Revolver   6/22/2023   $321,733   $(12,869) 

Blink Holdings, Inc.

  Delayed Draw Term Loan   9/10/2021   $621,958   $(40,427) 

Businesssolver.com, Inc.

  Revolver   5/15/2023   $323,529   $(12,132) 

Captain D’s, Inc.

  Revolver   12/15/2023   $50,267   $(5,529) 

CutisPharma, Inc.

  Revolver   3/21/2023   $482,931   $(14,488) 

CutisPharma, Inc.

  Delayed Draw Term Loan   5/17/2021   $482,931   $(14,488) 

Delaware Valley Management Holdings, Inc.

  Delayed Draw Term Loan   3/21/2021   $5,268,797   $(1,238,167) 

Dillon Logistics, Inc.

  Revolver   12/11/2023   $41,191   $(16,476) 

Dispatch Track, LLC

  Revolver   12/17/2024   $169,081   $(8,454) 

Investment

Type

  

Facility

Type

  Commitment
Expiration Date (1)		   Unfunded
Commitment (2)		   Fair
Value(3)		 

E2open LLC

  Revolver   11/26/2024   $155,682   $(10,119) 

Engage2Excel, Inc.

  Delayed Draw Term Loan   10/25/2020   $664,490   $(66,449) 

Engage2Excel, Inc.

  Revolver   3/7/2023   $119,353   $(13,129) 

EnterpriseDB Corporation

  Revolver   6/21/2024   $696,355   $(12,186) 

Ethos Veterinary Health LLC

  Delayed Draw Term Loan   5/17/2021   $839,091   $(67,127) 

EvolveIP, LLC

  Delayed Draw Term Loan   11/26/2021   $755,824   $(22,675) 

EvolveIP, LLC

  Revolver   6/7/2023   $453,495   $(13,605) 

Finalsite Holdings, Inc.

  Revolver   9/25/2024   $253,142   $(7,594) 

Fuze, Inc.

  Delayed Draw Term Loan   9/20/2021   $1,814,240   $(7,438) 

Fuze, Inc.

  Revolver   9/20/2024   $1,295,886   $(18,531) 

Genesis Acquisition Co.

  Delayed Draw Term Loan   7/31/2020   $364,466   $(26,424) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $570,916   $(22,837) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $675,044   $(27,002) 

GHA Buyer, Inc.

  Revolver   10/23/2023   $202,513   $(10,126) 

GS AcquisitionCo, Inc.

  Revolver   5/24/2024   $164,107   $(5,744) 

GS AcquisitionCo, Inc.

  Second Supplemental Delayed Draw Term Loan   8/2/2021   $988,988   $(31,757) 

INH Buyer, Inc.

  Revolver   1/31/2024   $96,067   $(8,646) 

InSite Wireless Group, LLC

  Term Loan   8/1/2022   $2,802,260   $(35,028) 

Kaseya Inc.

  Delayed Draw Term Loan   5/3/2021   $467,302   $(11,122) 

Kaseya Inc.

  Delayed Draw Term Loan   3/4/2022   $237,545   $(5,939) 

Kaseya Inc.

  Revolver   5/2/2025   $3,760   $(122) 

Metametrics, Inc.

  Revolver   9/10/2025   $217,061   $(10,853) 

Nine Point Energy, LLC

  Delayed Draw Term Loan   6/7/2021   $1,312,500   $(75,469) 

OMH-HealthEdge Holdings, LLC

  Revolver   10/24/2024   $458,720   $(18,349) 

Pace Health Companies, LLC

  Revolver   8/2/2024   $83,252   $(4,995) 

PF Growth Partners, LLC

  Delayed Draw Term Loan   7/11/2021   $240,285   $(24,029) 

Pinnacle Dermatology Management, LLC

  Delayed Draw Term Loan   5/18/2020   $3,288,636   $(263,091) 

Pinnacle Treatment Centers, Inc.

  Delayed Draw Term Loan   1/17/2022   $585,909   $(10,253) 

Real Capital Analytics, Inc.

  Revolver   10/2/2024   $138,948   $(2,779) 

RxBenefits, Inc.

  Revolver   3/29/2024   $106,616   $(5,331) 

Selligent, Inc.

  Revolver   11/3/2023   $200,660   $(6,020) 

Single Digits, Inc.

  Delayed Draw Term Loan   12/21/2020   $1,040,369   $(83,230) 

Single Digits, Inc.

  Revolver   12/21/2023   $416,147   $(33,292) 

Sirsi Corporation

  Revolver   3/15/2024   $442,993   $(17,720) 

Smartlinx Solutions, LLC

  Revolver   3/4/2026   $519,484   $(14,286) 

Smile Brands, Inc.

  Delayed Draw Term Loan   10/12/2020   $152,035   $(8,362) 

Smile Brands, Inc.

  Revolver   10/12/2023   $29,445   $(1,619) 

Star2star Communications, LLC

  Delayed Draw Term Loan   3/11/2025   $640,576   $(12,812) 

Star2star Communications, LLC

  Revolver   3/13/2025   $960,864   $(19,217) 

Summit Infrastructure Group, Inc.

  Delayed Draw Term Loan   3/15/2021   $1,125,756   $—   

Summit Infrastructure Group, Inc.

  Revolver   3/15/2024   $562,878   $—   

Telesoft Holdings, LLC

  Revolver   12/16/2025   $198,955   $(8,953) 

The Center for Orthopedic and Research Excellence, Inc.

  Delayed Draw Term Loan   8/15/2021   $1,726,330   $(49,632) 

Theranest, LLC

  Delayed Draw Term Loan   7/23/2020   $1,386,857   $(35,226) 

Tropical Smoothie Cafe, LLC

  Delayed Draw Term Loan   6/18/2021   $20,418   $(510) 

ZBS Alliance Animal Health, LLC

  Delayed Draw Term Loan   11/8/2025   $2,440,153   $(109,806) 

Total 1st Lien/Senior Secured Debt

      $54,015,513   $(3,541,540) 
      

 

 

   

 

 

 

Total

      $54,015,513   $(3,541,540) 
      

 

 

   

 

 

 

As of December 31, 2016.2019, the Fund’soff-balance sheet arrangements consisted of the following:

As of September 30, 2017, we had $70,928,060 in total Capital Commitments from investors, all of which were unfunded.

Investment

Type

  

Facility

Type

  Commitment
Expiration Date(1)		   Unfunded
Commitment(2)		   Fair
Value(3)		 

1st Lien/Senior Secured Debt

        

5 Bars, LLC

  Delayed Draw Term Loan   9/27/2024   $3,448,816   $(51,732) 

5 Bars, LLC

  Revolver   9/27/2024   $646,653   $(9,700) 

AEG Holding Company, Inc.

  Revolver   11/20/2023   $558,432   $(11,168) 

Ahead Data Blue, LLC

  Revolver   11/8/2024   $961,256   $(19,225) 

American Physician Partners, LLC

  Revolver   12/21/2021   $266,402   $(2,664) 

AMI US Holdings, Inc.

  Revolver   4/1/2024   $612,979   $(12,260) 

Analogic Corporation

  Revolver   6/22/2023   $258,261   $(3,616) 

Avetta, LLC

  Delayed Draw Term Loan   4/11/2020   $1,235,991   $(12,360) 

Avetta, LLC

  Revolver   4/10/2024   $494,396   $(9,888) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan A   6/12/2021   $1,288,304   $(12,883) 

BEP Borrower Holdco, LLC

  Delayed Draw Term Loan B   6/30/2020   $2,576,608   $(25,766) 

BEP Borrower Holdco, LLC

  Revolver   6/12/2024   $429,435   $(6,442) 

Blink Holdings, Inc.

  Delayed Draw Term Loan   11/8/2020   $119,189   $(1,192) 

Broadway Technology, LLC

  Revolver   4/1/2024   $383,845   $(7,677) 

Businesssolver.com, Inc.

  Revolver   5/15/2023   $194,118   $— 

Captain D’s, Inc.

  Revolver   12/15/2023   $60,466   $(604) 

CutisPharma, Inc.

  Revolver   3/21/2023   $482,932   $(8,451) 

CutisPharma, Inc.

  Delayed Draw Term Loan   5/17/2021   $482,932   $(8,451) 

Degreed, Inc.

  Delayed Draw Term Loan   5/31/2021   $1,810,522   $(17,562) 

Degreed, Inc.

  Revolver   5/31/2024   $417,813   $(7,228) 

Delaware Valley Management Holdings, Inc.

  Delayed Draw Term Loan   3/21/2021   $5,268,797   $(105,376) 

Delaware Valley Management Holdings, Inc.

  Revolver   3/21/2024   $158,064   $(3,161) 

Dillon Logistics, Inc.

  Revolver   12/11/2023   $41,191   $(2,912) 

Dispatch Track, LLC

  Revolver   12/17/2024   $169,081   $(2,537) 

E2open LLC

  Revolver   11/26/2024   $311,365   $(3,114) 

Engage2Excel, Inc.

  Delayed Draw Term Loan   10/25/2020   $664,490   $(6,645) 

Engage2Excel, Inc.

  Revolver   3/7/2023   $125,635   $(2,513) 

EnterpriseDB Corporation

  Revolver   6/21/2024   $696,355   $(10,445) 

Ethos Veterinary Health LLC

  Term Loan   5/17/2021   $839,091   $(8,391) 

EvolveIP, LLC

  Delayed Draw Term Loan   11/26/2021   $755,824   $(11,337) 

EvolveIP, LLC

  Revolver   6/7/2023   $566,868   $(8,503) 

Exterro, Inc.

  Revolver   5/31/2024   $330,000   $(1,650) 

Finalsite Holdings, Inc.

  Revolver   9/25/2024   $253,142   $(3,797) 

Fuze, Inc.

  Delayed Draw Term Loan   9/20/2021   $2,591,772   $(117,926) 

Fuze, Inc.

  Revolver   9/20/2024   $388,766   $(17,689) 

Genesis Acquisition Co.

  Delayed Draw Term Loan   7/31/2020   $364,466   $(3,645) 

Genesis Acquisition Co.

  Revolver   7/31/2024   $131,560   $(2,631) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $570,916   $(5,709) 

GHA Buyer, Inc.

  Delayed Draw Term Loan   12/31/2020   $675,044   $(6,750) 

Investment

Type

  

Facility

Type

  Commitment
Expiration Date(1)		   Unfunded
Commitment(2)		   Fair
Value(3)		 

GHA Buyer, Inc.

  Revolver   10/23/2023   $202,513   $(4,050) 

GS AcquisitionCo, Inc.

  Revolver   5/24/2024   $108,813   $(1,360) 

GS AcquisitionCo, Inc.

  Second Supplemental
Delayed Draw Term Loan		   8/2/2021   $1,934,450   $(13,251) 

Higginbotham Insurance Agency, Inc.

  Delayed Draw Term Loan   3/11/2020   $2,365,584   $— 

INH Buyer, Inc.

  Revolver   1/31/2024   $205,858   $(3,088) 

InSite Wireless Group, LLC

  Term Loan   8/1/2022   $6,179,466   $(77,243) 

Lucky Bucks, LLC

  Delayed Draw Term Loan   4/9/2020   $64,919   $(1,136) 

Metametrics, Inc.

  Revolver   9/10/2025   $651,183   $(13,024) 

Nine Point Energy, LLC

  Revolver   6/7/2024   $328,125   $(6,562) 

Nine Point Energy, LLC

  Delayed Draw Term Loan   6/7/2021   $1,312,500   $(26,250) 

OMH-HealthEdge Holdings, LLC

  Revolver   10/24/2024   $458,721   $(10,321) 

Pace Health Companies, LLC

  Revolver   8/2/2024   $616,682   $(6,167) 

PF Growth Partners, LLC

  Delayed Draw Term Loan   7/11/2021   $300,356   $(3,003) 

Pinnacle Dermatology Management, LLC

  Delayed Draw Term Loan   5/18/2020   $1,643,567   $(32,871) 

Pinnacle Dermatology Management, LLC

  Revolver   5/18/2023   $468,424   $(9,368) 

Real Capital Analytics, Inc.

  Revolver   10/2/2024   $138,948   $(695) 

Rhode Holdings, Inc.

  Delayed Draw Term Loan   5/3/2021   $467,302   $(5,280) 

Rhode Holdings, Inc.

  Revolver   5/2/2025   $161,139   $(3,223) 

RxBenefits, Inc.

  Revolver   3/29/2024   $575,767   $(5,758) 

Selligent, Inc.

  Revolver   11/3/2023   $200,660   $(3,010) 

Single Digits, Inc.

  Delayed Draw Term Loan   12/21/2020   $1,040,369   $(10,404) 

Single Digits, Inc.

  Revolver   12/21/2023   $416,148   $(4,161) 

Sirsi Corporation

  Revolver   3/15/2024   $332,245   $(4,984) 

Smile Brands, Inc.

  Delayed Draw Term Loan   10/12/2020   $333,798   $—   

Smile Brands, Inc.

  Revolver   10/12/2023   $220,833   $—   

Sugarcrm, Inc.

  Revolver   7/31/2024  ��$310,244   $—   

Summit Infrastructure Group, Inc.

  Delayed Draw Term Loan   3/15/2021   $1,125,756   $(22,515) 

Summit Infrastructure Group, Inc.

  Revolver   3/15/2024   $562,878   $(11,258) 

Swiftpage, Inc.

  Revolver   6/13/2023   $225,317   $(4,506) 

Symplr Software, Inc.

  Revolver   11/30/2023   $27,828   $(417) 

Telesoft Holdings, LLC

  Revolver   12/16/2025   $596,865   $(13,430) 

The Center for Orthopedic and Research Excellence, Inc.

  Delayed Draw Term Loan   8/15/2021   $1,726,330   $(15,105) 

The Center for Orthopedic and Research Excellence, Inc.

  Revolver   8/15/2025   $656,005   $(11,480) 

Theranest, LLC

  Delayed Draw Term Loan   7/23/2020   $1,386,857   $(20,803) 

Theranest, LLC

  Revolver   7/24/2023   $428,571   $(8,571) 

TRGRP, Inc.

  Revolver   11/1/2023   $333,333   $(6,667) 

Tropical Smoothie Cafe, LLC

  Revolver   9/24/2023   $96,435   $—   

Tropical Smoothie Cafe, LLC

  Delayed Draw Term Loan   6/18/2021   $6,659,893   $—   

Velocity Purchaser Corporation

  Revolver   12/1/2022   $193,237   $—   

ZBS Alliance Animal Health, LLC

  Delayed Draw Term Loan   11/8/2025   $4,535,600   $(90,712) 

ZBS Alliance Animal Health, LLC

  Revolver   11/8/2025   $181,424   $(3,628) 
      

 

 

   

 

 

 

Total 1st Lien/Senior Secured Debt

      $71,406,720   $(1,007,901) 
      

 

 

   

 

 

 

Total

      $71,406,720   $(1,007,901) 
      

 

 

   

 

 

 

(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)

Net of capitalized fees, expenses and original issue discount (“OID”).

(3)

A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan.

Co-investment Exemptive Order

On October 11, 2016,August 6, 2018, the SEC granted usthe Fund relief sought in ana new exemptive application that expands our abilitytheco-investment exemptive relief previously granted to the Fund in October 2016 to allow the Fund toco-invest in portfolio companies with certain of our affiliates managed by the Adviser (“Affiliated Funds”)Funds in a manner consistent with ourits investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”).the Order. Pursuant to the Order, we arethe Fund is permitted toco-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of ourthe Fund’s independent directors make certain conclusions in connection with aco-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to usthe Fund and ourthe Fund’s stockholders and do not involve overreaching in respect of usthe Fund or ourthe Fund’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of ourthe Fund’s stockholders and is consistent with ourthe Fund’s investment objective and strategies. We intendThe Fund intends toco-invest with Affiliated Funds, subject to the conditions included in the Order.

Credit Facility

Revolving Credit Facility

On November 15, 2017, the Fund entered into the Credit Agreement to establish the Revolving Credit Facility with HSBC as Administrative Agent and any other lender that becomes a party to the Revolving Credit Facility in accordance with the terms of the Revolving Credit Facility, as lenders.

The Maximum Commitment of the Revolving Credit Facility is $30 million. The Maximum Commitment amount may be increased upon request of the Fund to an amount agreed upon by the Fund and the Administrative Agent. Such increase may be done in one or more requested increases, each in a minimum amount of $10 million and in $5 million increments thereof, or such lesser amount to be determined by the Administrative Agent, subject to certain terms and conditions. On January 31, 2019, the Fund increased the Maximum Commitment to $50 million. So long as no request for borrowing is outstanding, the Fund may terminate the Commitments or reduce the Maximum Commitments by giving prior irrevocable written notice to the Administrative Agent. Any reduction of the Maximum Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event shall a reduction by the Fund reduce the Commitments to $35 million or less (in each case, except for a termination of all the Commitments). Proceeds under the Revolving Credit Facility may be used for any purpose permitted under the Fund’s organizational documents, including general corporate purposes such as the making of investments.

Borrowings under the Revolving Credit Facility bear interest, at the Fund’s election at the time of drawdown, at a rate per annum equal to (i) with respect to LIBOR Rate Loans, Adjusted LIBOR for the applicable Interest Period; and (ii) with respect to Reference Rate Loans, the greatest of: (x) the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate, (y) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent and, upon request of Borrowers, with notice of such quotations to the Borrowers and (z) except during any period of time during which LIBOR isunavailable, one-month Adjusted LIBOR plus one hundred ninety basis points (1.90%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments.

The Revolving Credit Facility is scheduled to mature on November 11, 2020, subject to the Fund’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the Administrative Agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November 11, 2020; and (v) the Fund has delivered an extension request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November 11, 2020.

Subject to certain terms and conditions, the Revolving Credit Facility is secured by a first priority, exclusive, perfected security interest and lien in and on all of the Fund’s right, title and interest, in, to and under, whether now existing or hereafter acquired or arising and wherever located (a) all of the Fund’s rights, titles, interests and privileges in and to the Capital Commitments, and the Capital Contributions made by its Investors, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of the Capital Commitments; (b) all of the Fund’s rights, titles, interests, remedies, and privileges under the Constituent Documents (i) to issue and enforce Capital Calls and pending Capital Calls, (ii) to receive and enforce Capital Contributions and (iii) relating to Capital Calls, pending Capital Calls, Capital Commitments or Capital Contributions; (c) all proceeds of any and all of the foregoing.

The Revolving Credit Facility contains customary covenants and events of default (with customary cure and notice provisions).

As of March 31, 2020, the Fund had $43,000,000 outstanding on the Revolving Credit Facility and the Fund in compliance with the terms of the Revolving Credit Facility. As of December 31, 2019, the Fund had $19,500,000 outstanding on the Revolving Credit Facility and the Fund was in compliance with the terms of the Revolving Credit Facility. The Fund intends to continue to utilize the Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the Revolving Credit Facility were as follows:

   For the Three Months Ended March 31, 
   2020   2019 

Borrowing interest expense

  $145,023   $303,967 

Commitment fees

  $28,258   $42,041 

Amortization of financing costs

  $18,646   $36,593 
  

 

 

   

 

 

 

Total interest and debt financing expenses

  $191,927   $382,601 
  

 

 

   

 

 

 

Barclays Credit Agreement

On December 19, 2018, the Fund formed ABPCIC Funding, an indirectly wholly-owned Delaware limited liability company, the primary purpose of which was to function as the Fund’s special purpose, bankruptcy remote, financing subsidiary in connection with the Barclays Credit Agreement, providing for borrowings in an aggregate amount up to $150,000,000 collateralized with certain assets sold to ABPCIC Funding by the Fund (the “Collateral”). The Fund was appointed as the Designated Manager of ABPCIC Funding and as such had full and exclusive control of ABPCIC Funding’s business and makes all decisions affecting its affairs (except with respect to certain material actions). On January 30, 2019, ABPCIC Funding entered into the Barclays Credit Agreement. Concurrently with the closing of the Barclays Credit Agreement, the Fund contributed and/or sold certain assets to ABPCIC Funding pursuant to a transfer agreement (the “Transfer Agreement”), by and between the Fund as seller and ABPCIC Funding as buyer. The Fund expected to continue to contribute and/or sell assets to ABPCIC Funding pursuant to the Transfer Agreement in the future.

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility was held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase and management of the assets securing the Barclays Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was responsible for reimbursing the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed. For the three months ended March 31, 2020 and March 31, 2019, the Fund incurred no collateral management fees.    

The Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would have matured, and all accrued and unpaid interest thereunder would have been due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility was subject to certain restrictions contained in the 1940 Act. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities, and terminated the Barclays Credit Facility. For a discussion of the CLO Transaction see“Notes to Consolidated Financial Statements — Note 4. Collateralized Loan Obligations.”

For the three months ended March 31, 2020 and March 31, 2019, the components of interest expense related to the Barclays Credit Facility were as follows:

   For the three Months Ended March 31 
   2020   2019 

Interest and borrowing expenses

  $—     $883,033 

Commitment fees

   —      37,214 

Amortization of deferred financing costs

   —      106,304 
  

 

 

   

 

 

 

Total interest and borrowing expenses

  $—     $1,026,551 
  

 

 

   

 

 

 

Borrowings of ABPCIC Funding were considered borrowings by the Fund for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. The obligations of ABPCIC Funding under the Barclays Credit Facility werenon-recourse to the Fund. The Barclays Credit Facility was in effect during 2019, but terminated on August 9, 2019.

Debt Securitization

On August 9, 2019, the Issuer and theCo-Issuer, each a newly formed special purpose vehicle, completed the CLO Transaction. The Notes offered by theCo-Issuers in the CLO Transaction are secured by a diversified portfolio of theCo-Issuers consisting primarily of middle market loans and participation interests in middle market loans and may also include some broadly syndicated loans. The CLO Transaction was executed through a private placement of: (i) $178,200,000 ofClass A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73% per annum; (ii) $25,000,000 ofClass A-2A Senior Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45% per annum; (iii) $9,950,000 ofClass A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.23% per annum; (iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40% per annum; and (v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40% per annum. The Notes are scheduled to mature on August 9, 2030.

The Notes are the secured obligations of theCo-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer pursuant to the Collateral Management Agreement. For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the Collateral Management Agreement. For the period ended March 31, 2020, the Fund incurred a collateral management fee of $459,059, which was voluntarily waived by the Adviser.

The interest rate and outstanding borrowings under the Notes as of March 31, 2020 were as follows:

Notes

  Principal Amount   Interest rate at March 31, 2020  Carrying Value   Fair Value 

Class A-1

  $178,200,000    L+1.73%  $176,185,732    168,371,201 

Class A-2A

   25,000,000    L+2.45%   24,717,415    22,404,575 

Class A-2B

   9,950,000    4.23%   9,811,154    9,452,679 

Class B

   16,400,000    L+3.40%   0    0* 

Class C

   17,350,000    L+4.40%   0    0* 

Subordinated Notes

   53,600,000    N/A   0    0* 
  

 

 

    

 

 

   

 

 

 

Total

  $300,500,000    $210,714,301   $200,228,455 
  

 

 

    

 

 

   

 

 

 

*

Class B, Class C and Subordinated Notes have been eliminated in consolidation.

The interest rate and outstanding borrowings under the Notes as of December 31, 2019 were as follows:

Notes

  Principal Amount   Interest rate at December 31, 2019  Carrying Value   Fair Value 

Class A-1

  $178,200,000    L+1.73%  $175,875,031    178,195,723 

Class A-2A

   25,000,000    L+2.45%   24,673,826    24,889,050 

Class A-2B

   9,950,000    4.23%   9,787,776    9,916,279 

Class B

   16,400,000    L+3.40%   0    0* 

Class C

   17,350,000    L+4.40%   0    0* 

Subordinated Notes

   53,600,000    N/A   0    0* 
  

 

 

    

 

 

   

 

 

 

Total

  $300,500,000    $210,336,633   $213,001,052 
  

 

 

    

 

 

   

 

 

 

*

Class B, Class C and Subordinated Notes have been eliminated in consolidation.

For the three months ended March 31, 2020, the components of interest expense related to the Notes were as follows:

   For the three Months Ended
March 31		 
   2020   2019 

Interest and borrowing expenses

  $1,999,072   $—   

Amortization of debt issuance costs

   377,668    —   
  

 

 

   

 

 

 

Total interest and borrowing expenses

  $2,376,740   $—   
  

 

 

   

 

 

 

Asset Coverage

In accordance with the 1940 Act, the Fund has historically only been allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Fund to borrow up to one dollar for investment purposes for every one dollar of investor equity. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, at the Fund’s 2018 annual meeting of stockholders, the Fund’s stockholders approved the reduction of the required minimum asset coverage ratio applicable to the Fund from 200% to 150%, which took effect on September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that the Fund is permitted to incur, permitting the Fund to borrow up to two dollars for investment purposes for every one dollar of investor equity.

As of March 31, 2020, and December 31, 2019, the Fund had total senior securities of $253,714,301 and $229,836,633, respectively, consisting of borrowings under the Revolving Credit Facility and the Notes, and had asset coverage ratios of 167% and 163%, respectively.

Critical Accounting Policies

Valuation of InvestmentsInvestment

We measureThe Fund measures the value of ourits investments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820,” issued by the Financial Accounting Standards Board, (“FASB”).or “FASB.” Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The audit committee of ourthe Fund’s Board (the “Audit Committee’Committee”) is also responsible for assisting ourthe Fund’s Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, ourthe Fund’s Board, with the assistance of the Adviser and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by ourthe Fund’s Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. We considerThe Fund considers a range of fair values based upon the valuation techniques utilized and selectselects the value within that range that was most representative of fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant.

Our Board will make this fair value determination on a quarterly basis Due to the unprecedented conditions surroundingCOVID-19 spreading throughout the United States and any other time when a decision regardingthe significant disruptions to the economy that have resulted from such spread during the three months ended March 31, 2020, the Fund undertook supplemental reviews of the fair value of its portfolio with the portfolio investments is required. A determinationassistance of fair value involves subjective

judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.third-party independent valuation firm.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:

 

Level 1—Valuations are based on quoted1 – Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.investments.

 

Level 2—Valuations are based on2 – Other significant observable inputs (including quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.similar investments, interest rates, prepayment speeds, credit risk, etc.).

 

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant– Significant unobservable inputs such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to(including the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels ofFund’s own assumptions in determining the fair value hierarchy. In such cases, an investment’sof investments at the reporting date).

The level withinin the fair value hierarchy within which the fair value measurement is basedcategorized in its entirety is determined on the basis of the lowest level of observable input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. The assessment ofIf a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, and considersconsidering factors specific to the investment.asset or liability.

Under ASC Topic 820,The determination of what constitutes “observable” requires significant judgment by the fair value measurement also assumesFund. The Fund considers observable data to be that the transaction to sell an asset occursmarket data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.relevant market.

With respect to investments for which market quotations are not readily available, our Board will undertake a multi-step valuation process each quarter, as described below:

Our quarterly valuation process will begin with each portfolio company or investment being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;

Preliminary valuation conclusions will then be documented and discussed with the Adviser’s senior investment team;

Our Audit Committee will then review these preliminary valuations;

At least once annually, the valuation for each portfolio investment will be reviewed by an independent valuation firm; and

Our Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.

Because of the inherent uncertainty of valuation for all fair value investments and interests, the Board’s determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.

The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.

OurThe Fund’s investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Adviser’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

SecurityInvestment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition

SecurityInvestment transactions are recorded on a trade-date basis. We measureThe Fund measures realized gains or losses from the repayment or sale of investments using the specific identificationidentified cost method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We reportThe Fund reports changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the consolidated statement of operations.

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expectthe Fund expects to collect such amounts. Original issue discount, principally representingInterest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments,Adviser and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective securitycalculated using the effective interest method. Loan origination fees, received in connection withoriginal issue discounts and market discounts or premiums are capitalized as part of the closing of investments are reported as unearned income which is included as amortizedunderlying cost of the investment; the unearned income from such fees isinvestments and accreted or amortized over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recordedinvestment as interest income.

Management and Incentive Fees

WeThe Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.

Federal Income Taxes

We intend to electThe Fund has elected to be treated, and intend to qualify annually, thereafter, as a RIC under Subchapter M of the Code as soon as practicable.Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. We intendThe Fund intends to distribute sufficient dividends to maintain ourits RIC status each year and we dothe Fund does not anticipate paying any material federal income taxes in the future.

Item 3.

Quantitative and Qualitative Disclosures aboutAbout Market Risk

As of September 30, 2017 and December 31, 2016, we had not commenced investment activities.

When investing commences, we will beThe Fund is subject to financial market risks, including changes in interest rates. To the extent that we borrowthe Fund borrows money to make investments, ourthe Fund’s net investment income will beis dependent upon the difference between the rate at which we borrowthe Fund borrows funds and the rate at which we investthe Fund invests these funds. In periods of rising interest rates, ourthe Fund’s cost of funds would increase, which may reduce ourthe Fund’s net investment income. Because we expectthe Fund expects that most of ourits investments will bear interest at floating rates, we anticipatethe Fund anticipates that an increase in interest rates would have a corresponding increase in ourthe Fund’s interest income that would likely offset any increase in ourthe Fund’s cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on ourthe Fund’s net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the globalCOVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in the value of the securities held by the Fund.

The Fund will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because the Fund expects that there will not be a readily available market for many of the investments in the Fund’s portfolio, the Fund expects to value many of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

In connection with theCOVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce the Fund’s gross investment income and could result in a decrease in the Fund’s net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that the Fund earns on any portfolio investments, a decrease in the Fund’s operating expenses, including with respect to the Fund’s income incentive fee, or a decrease in the interest rate of the Fund’s floating interest rate liabilities tied to LIBOR.

Assuming that the consolidated statement of assets and liabilities as of March 31, 2020, were to remain constant and that the Fund took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

Change in Interest Rates

  Increase (Decrease) in
Interest Income		   Increase (Decrease) in
Interest Expense		   Net Increase (Decrease) in
Net Investment Income		 

Down 25 basis points

  $(1,064,012)   $(615,500)   $(448,512) 

Up 100 basis points

   4,256,049    2,462,000    1,794,049 

Up 200 basis points

   8,512,098    4,924,000    3,588,098 

Up 300 basis points

   12,768,147    7,386,000    5,382,147 

In addition, although we dothe Fund does not currently intend to make investments that are denominated in a foreign currency, to the extent we do, weit does, the Fund will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

WeThe Fund may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate usthe Fund against adverse changes in interest rates, they may also limit ourthe Fund’s ability to participate in benefits of lower interest rates with respect to ourthe Fund’s portfolio of investments with fixed interest rates.

Item 4.

Controls and Procedures

As of the end of the period covered by this report, wethe Fund carried out an evaluation, under the supervision and with the participation of ourthe Fund’s management, including our Presidentthe Fund’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ourthe Fund’s disclosure controls and procedures (as defined in Rule13a-1513a-15(e) and15d-15(e) under the Exchange Act). Based on that evaluation, ourthe Fund’s President and Chief Financial Officer have concluded that ourthe Fund’s current disclosure controls and procedures are effective in timely alerting them to material information relating to usthe Fund that is required to be disclosed by usthe Fund in the reports we fileit files or submitsubmits under the Exchange Act.

There have been no changes in ourthe Fund’s internal control over financial reporting that occurred during ourthe Fund’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, ourthe Fund’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

We areThe Fund is not currently subject to any material legal proceedings, nor, to ourthe Fund’s knowledge, is any material legal proceeding threatened against us.the Fund. From time to time, wethe Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of ourthe Fund’s rights under contracts with ourits portfolio companies. OurThe Fund’s business is also subject to extensive regulation, which may result in regulatory proceedings against us.the Fund. While the outcome of these legal proceedings cannot be predicted with certainty, we dothe Fund does not expect that these proceedings will have a material effect upon ourits financial condition or results of operations.

 

Item 1A.

Risk Factors

As of September 30, 2017,In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Fund’s Annual Report onForm 10-K for the fiscal year ended December 31, 2019, which could materially affect the Fund’s business, financial condition and/or operating results. The risks described in the Fund’s Annual Report onForm 10-K are not the only risks the Fund faces. Additional risks and uncertainties are not currently known to the Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Fund’s business, financial condition and/or operating results. During the three months ended March 31, 2020, there have been no material changes from the risk factors set forth in ourthe Fund’s Annual Report onForm10-K for the year ended December 31, 2016.2019 except for the following.

The Small Business Credit Availability Act allows the Fund to incur additional leverage, which may increase the risk of investing with the Fund.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, the Fund’s stockholders voted to approve the adoption of the reduced asset coverage ratio, effective September 27, 2018.

Increased leverage could increase the risks associated with investing in the Fund. For example, if the value of the Fund’s assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Fund to acquire additional assets, leverage will cause the Fund’s net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Fund’s revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Fund had not borrowed or had borrowed less (although, as noted above, the Fund’s asset base and expected revenues would likely be larger). However, since the Fund already uses leverage in optimizing its investment portfolio, there are no material new risks associated with increased leverage other than the amount of the leverage.

If the Fund’s asset coverage ratio falls below the required limit, the Fund will not be able to incur additional debt until it is able to comply with the asset coverage ratio. This could have a material adverse effect on the Fund’s operations, and the Fund may not be able to make distributions to stockholders. The actual amount of leverage that the Fund employs will depend on the Board’s and the Adviser’s assessment of market and other factors at the time of any proposed borrowing. The Fund currently anticipates being able to obtain sufficient credit on acceptable terms, although the Fund can make no assurance that this will be the case or that it will remain such in the future.

The following table illustrates the effect of leverage on returns from an investment in the shares of common stock assuming that the Fund employs leverage such that the Fund’s asset coverage equals (1) the Fund’s actual asset coverage as of March 31, 2020 and (2) 150%, each at various annual returns, net of expenses and as of March 31, 2020.

The calculations in the tables below are hypothetical, and are provided for illustrative purposes only. Actual returns may be higher or lower than those appearing below.

Assumed Return on the Fund’s Portfolio (net of expenses)

   (10.00)%   (5.00)%   0.00%   5.00%   10.00% 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Corresponding net return to holders of common stock assuming actual asset coverage as of March 31, 2020(1)

   (18.6)%   (5.9)%   6.8%   19.5%   32.2% 

Corresponding net return to holders of common stock assuming 150% asset coverage(2)

   (21.2)%   (6.2)%   8.8%   23.8%   38.8% 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Assumes $430.6 million in total portfolio assets, $261.3 million in senior securities outstanding, $169.3 million in net assets, and an average cost of funds of 4.40%. Actual interest payments may be different.

(2)

Assumes $430.6 million in total portfolio assets, $287.1 million in senior securities outstanding, $143.5 million in net assets, and an average cost of funds of 4.40%. Actual interest payments may be different.

Economic recessions or downturns could impair the Fund’s portfolio companies and harm the Fund’s operating results.

Certain of the Fund’s portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay the Fund’s loans during these periods. Therefore, during these periods theFund’s non-performing assets may increase and the value of the Fund’s portfolio may decrease if the Fund is required to write down the values of its investments. Adverse economic conditions also may decrease the value of collateral securing some of the Fund’s loans and the value of the Fund’s equity investments.

The Fund principally invests in floating-rate assets and incurs indebtedness on a floating-rate basis as well, and intends to incur indebtedness, when possible, on the same floating base rate applicable to the assets in which it invests, which is currently LIBOR. Regulators in the U.K. have set a 2021 deadline for a transition away from LIBOR. The discontinuation of LIBOR creates uncertainty around the indebtedness the Fund will incur on a floating-rate basis in the future. Because the base rate of the Fund’s assets and indebtedness are expected to be same and will therefore fluctuate on largely the same basis, the increased cost of the Fund’s indebtedness (resulting from rising interest rates in the event of a recession or downturn) would be expected to be accompanied by increased revenues resulting from the same rising interest rates on the Fund’s floating rate assets. Nonetheless, economic slowdowns or recessions could lead to financial losses in the Fund’s portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to the Fund. Furthermore, while most of the Fund’s investments are not publicly traded, applicable accounting standards require the Fund to assume as part of its valuation process that the Fund’s investments are sold in a principal market to market participants (even if the Fund plans on holding an investment through its maturity) and impairments of the market values or fair market values of the Fund’s investments, even if unrealized, must be reflected in the Fund’s financial statements for the applicable period, which could result in significant reductions to the Fund’s net asset value for the period. These events could prevent the Fund from increasing investments and harm the Fund’s operating results.

The recent global outbreak ofCOVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. Some economists and major investment banks have expressed concern that the continued spread ofCOVID-19 globally could lead to a world-wide economic downturn. Many manufacturers of goods in China and other countries in Asia have seen a downturn in production due to the suspension of business and temporary closure of factories in an attempt to curb the spread of the illness. As the impact ofCOVID-19 spreads to other parts of the world, similar impacts may occur with respect to affected countries. Similarly, between 2008 and 2009, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, there-pricing of credit risk in the broadly syndicated credit market and the failure of major domestic and international financial institutions. In particular, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest. While market conditions have largely recovered from the events of 2008 and 2009, there have been continuing periods of volatility. There can be no assurance that market conditions will not worsen in the future.

A portfolio company’s failure to satisfy financial or operating covenants imposed by the Fund or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its assets representing collateral for its obligations, which could trigger cross defaults under other agreements and jeopardize the Fund’s portfolio company’s ability to meet its obligations under the debt investments that the Fund holds and the value of any equity securities the Fund owns. The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. Any extension or restructuring of the Fund’s loans could adversely affect the Fund’s cash flow. In addition, if one of the Fund’s portfolio companies were to go bankrupt, even though the Fund may have structured its interest as senior debt, depending on the facts and circumstances, including the extent to which the Fund actually provided managerial assistance to that portfolio company, a bankruptcy courtmight re-characterize the Fund’s debt holding and subordinate all or a portion of the Fund’s claim to those other creditors.

The Fund is currently operating in a period of capital markets disruption and economic uncertainty.

The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak ofCOVID-19 that began in December 2019. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on the Fund’s business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to the Fund. These events have limited and could continue to limit the Fund’s investment originations, limit the Fund’s ability to grow and have a material negative impact on the Fund’s operating results and the fair values of the Fund’s debt and equity investments.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.Except as previously reported by the Fund on its current reports on Form8-K, the Fund did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosure

Not applicable.

 

Item 5.

Other Information

Not applicable.Due to the outbreak of, and local, state and federal government responses to, theCOVID-19 pandemic, the Fund availed itself of an extension to file the Quarterly Report, originally due on May 15, 2020 by filing a Current Report on Form8-K on May 8, 2020. In taking such action, the Fund relied on the order issued by the SEC on March 25, 2020 (which extended and superseded a prior order issued on March 4, 2020), pursuant to Section 36 of the Exchange Act (ReleaseNo. 34-88465) (the “COVID-19 Filing Extension Order”), regarding exemptions granted to certain public companies. The COVID-19 Filing Extension Order allows a registrant up to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’s ability to file such report timely is affected due toCOVID-19.

Due to the unprecedented conditions surroundingCOVID-19 spreading throughout the United States and the significant disruptions to the economy that have resulted from such spread, the Fund undertook additional review of the fair value of its portfolio with the assistance of a third-party independent valuation firm. Given the time taken for this additional review of the Fund’s portfolio investments, the Fund’s preparation of the Quarterly Report was disrupted. As such, the Fund relied on the COVID-19 Filing Extension Order and made use of the45-day grace period provided by the COVID-19 Filing Extension Order to delay the filing of the Quarterly Report.

 

Item 6.

Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

 

  3.1Articles of Incorporation(1)
  3.2Articles of Amendment(1)
  3.3Articles of Amendment and Restatement(3)
  3.4Bylaws(2)
10.1Investment Advisory Agreement between the Fund and the Adviser, dated July 27, 2017(3)
10.2License Agreement between the Fund and the Adviser, dated August 14, 2017(3)
10.3Form of Subscription Agreement*
10.4Expense Reimbursement Agreement, dated August 14, 2017(3)
10.5Administration Agreement, dated September 29, 2017(4)
10.6Custodian Agreement, dated September 29, 2017(4)
10.7Expense Support and Conditional Reimbursement Agreement, dated September 29, 2017(4)
10.8Dividend Reinvestment Plan, dated September 29, 2017(4)
31.1  Certification of Chief Executive Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amended*
31.2  Certification of Chief Financial Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amended*
32.1  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*
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*2002, as amended*

 

(1)Previously filed as an exhibit to the Registration Statement on Form 10 (FileNo. 000-55640) filed with the SEC on April 8, 2016.
(2)Previously filed as an exhibit to the Registration Statement on Form 10 (FileNo. 000-55640) filed with the SEC on July 1, 2016.
(3)Previously filed as an exhibit to the Fund’s quarterly report on Form10-Q (FileNo. 814-01196) filed with the SEC on August 14, 2017.
(4)Previously filed as an exhibit to the Fund’s current report on Form8-K (File No.814-01196 filed with the SEC on September 29, 2017.
*

Filed herewith

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.

 

   AB PRIVATE CREDIT INVESTORS CORPORATION
Date: November 13, 2017June 3, 2020  By: 

/s/ J. Brent Humphries

   J. Brent Humphries
   President and Chief Executive Officer
   (Principal Executive Officer)
Date: November 13, 2017June3, 2020  By: 

/s/ Wesley Raper

   Wesley Raper
   Chief Financial Officer and Treasurer
   (Principal Financial and Accounting Officer)