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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 000-54899814-00995
TCG BDC, INC.Carlyle Secured Lending, Inc.
(Exact name of Registrant as specified in its charter)
Maryland
80-0789789
Maryland80-0789789
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
One Vanderbilt Avenue, Suite 3400, New York, NY 10017(212) 813-4900
(Address of principal executive office) (Zip Code)(Registrant’s telephone number, including area code)
520 Madison Avenue, 40th Floor, New York, NY 10022
(Address of principal executive office) (Zip Code)
(212) 813-4900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueCGBDThe Nasdaq Global Select Market
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: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 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o☒    No  o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero☒Accelerated filero
Non-accelerated filer
x  (Do not check if a smaller reporting company)o
Smaller reporting companyo
Emerging growth company
o
Emerging Growth Companyx
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.  x☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o☐    No  x☒
Indicate theThe number of shares outstanding of each of the issuer’s classes ofregistrant’s common stock, as of the latest practicable date.$0.01 par value per share, outstanding at November 6, 2023 was 50,794,941.


Carlyle Secured Lending, Inc.
INDEX
ClassPart I.Outstanding at November 7, 2017Financial Information
Common stock, $0.01 par valueItem 1.62,207,603Financial Statements


TCG BDC, INC.
INDEX
Part I.Financial Information
Item 1.Financial Statements
3
4
56
67
Consolidated Schedules of Investments as of September 30, 20172023 (unaudited) and December 31, 2016
2022
78
2337
Item 2.
5679
Item 3.
8397
Item 4.
8498
Part II.Other Information
Item 1.
8599
Item 1A.
8599
Item 2.
8799
Item 3.
8799
Item 4.
8799
Item 5.
8799
Item 6.
87100
88101

2






TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
September 30, 2023December 31, 2022
ASSETS(unaudited) 
Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,609,840 and $1,734,252, respectively)$1,556,390 $1,671,488 
Investments—non-controlled/affiliated, at fair value (amortized cost of $45,947 and $44,626, respectively)52,670 45,367 
Investments—controlled/affiliated, at fair value (amortized cost of $271,097 and $271,097, respectively)251,415 263,022 
Total investments, at fair value (amortized cost of $1,926,884 and $2,049,975, respectively)1,860,475 1,979,877 
Cash, cash equivalents and restricted cash55,218 30,506 
Receivable for investments sold3 1,528 
Interest and dividend receivable33,539 24,023 
Prepaid expenses and other assets7,515 5,763 
Total assets$1,956,750 $2,041,697 
LIABILITIES
Debt and Secured Borrowings, net of unamortized debt issuance costs of $2,160 and $2,449, respectively (Note 7)$1,003,296 $1,077,192 
Payable for investments purchased— 287 
Interest and credit facility fees payable (Note 7)7,340 6,749 
Dividend payable (Note 9)22,321 22,446 
Base management and incentive fees payable (Note 4)12,636 12,681 
Administrative service fees payable (Note 4)2,577 1,711 
Other accrued expenses and liabilities2,136 3,208 
Total liabilities1,050,306 1,124,274 
Commitments and contingencies (Notes 8 and 11)
EQUITY
NET ASSETS
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 202250,000 50,000 
Common stock, $0.01 par value; 198,000,000 shares authorized; 50,794,941 and 51,060,136 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively508 511 
Paid-in capital in excess of par value1,018,234 1,022,224 
Offering costs(1,633)(1,633)
Total distributable earnings (loss)(160,665)(153,679)
Total net assets$906,444 $917,423 
NET ASSETS PER COMMON SHARE$16.86 $16.99 
 September 30, 2017 December 31, 2016
ASSETS(unaudited)  
Investments, at fair value   
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,769,297 and $1,332,596, respectively)$1,760,611
 $1,323,102
Investments—non-controlled/affiliated, at fair value (amortized cost of $15,935 and $0, respectively)14,959
 —
Investments—controlled/affiliated, at fair value (amortized cost of $186,801 and $97,385, respectively)188,547
 99,657
Total investments, at fair value (amortized cost of $1,972,033 and $1,429,981, respectively)1,964,117
 1,422,759
Cash and cash equivalents35,149
 38,489
Receivable for investment sold—
 19,750
Deferred financing costs3,734
 3,308
Interest receivable from non-controlled/non-affiliated investments4,892
 3,407
Interest and dividend receivable from controlled/affiliated investments5,528
 2,400
Prepaid expenses and other assets55
 42
Total assets$2,013,475
 $1,490,155
LIABILITIES   
Secured borrowings (Note 6)$578,769
 $421,885
2015-1 Notes payable, net of unamortized debt issuance costs of $1,999 and $2,151, respectively (Note 7)271,001
 270,849
Due to Investment Adviser102
 215
Interest and credit facility fees payable (Notes 6 and 7)4,792
 3,599
Dividend payable (Note 9)22,888
 20,018
Base management and incentive fees payable (Note 4)9,986
 8,157
Administrative service fees payable (Note 4)100
 137
Other accrued expenses and liabilities1,484
 1,158
Total liabilities889,122
 726,018
Commitments and contingencies (Notes 8 and 11)   
NET ASSETS   
Common stock, $0.01 par value; 200,000,000 shares authorized; 61,859,848 shares and 41,702,318 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively619
 417
Paid-in capital in excess of par value1,166,599
 799,580
Offering costs(1,588) (74)
Accumulated net investment income (loss), net of cumulative dividends of $191,773 and $129,065 at September 30, 2017 and December 31, 2016, respectively(280) (3,207)
Accumulated net realized gain (loss)(33,081) (25,357)
Accumulated net unrealized appreciation (depreciation)(7,916) (7,222)
Total net assets$1,124,353
 $764,137
NET ASSETS PER SHARE$18.18
 $18.32

The accompanying notes are an integral part of these consolidated financial statements.

3


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data) (unaudited)
(unaudited)
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Investment income:
From non-controlled/non-affiliated investments:
Interest income$45,074 $36,245 $132,988 $97,986 
PIK income5,192 4,337 13,875 11,786 
Other income766 2,971 2,644 6,565 
Total investment income from non-controlled/non-affiliated investments51,032 43,553 149,507 116,337 
From non-controlled/affiliated investments:
Interest income966 1,254 4,154 1,350 
PIK income225 6,809 446 6,809 
Other income2 3 6 7 
Total investment income from non-controlled/affiliated investments1,193 8,066 4,606 8,166 
From controlled/affiliated investments:
Interest income— — — 3,873 
Dividend income8,276 7,524 24,828 22,572 
Other income— — — 272 
Total investment income from controlled/affiliated investments8,276 7,524 24,828 26,717 
Total investment income60,501 59,143 178,941 151,220 
Expenses:
Base management fees (Note 4)7,080 7,262 21,501 21,425 
Incentive fees (Note 4)5,530 6,451 16,595 16,137 
Professional fees684 787 1,896 2,322 
Administrative service fees (Note 4)369 470 866 1,337 
Interest expense and credit facility fees (Note 7)18,222 11,937 53,376 28,723 
Directors’ fees and expenses103 173 333 519 
Other general and administrative552 461 1,495 1,237 
Total expenses32,540 27,541 96,062 71,700 
Net investment income (loss) before taxes27,961 31,602 82,879 79,520 
Excise tax expense850 449 2,023 978 
Net investment income (loss)27,111 31,153 80,856 78,542 
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments(142)(4,508)(21,636)(586)
Controlled/affiliated investments— — 188 1,971 
Net realized currency gain (loss) on non-investment assets and liabilities406 (71)398 (478)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments4,234 1,899 9,314 (30,783)
Non-controlled/affiliated investments686 1,974 5,982 5,562 
Controlled/affiliated investments(4,605)1,922 (11,607)6,492 
Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,297 5,461 (808)12,458 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities2,876 6,677 (18,169)(5,364)
Net increase (decrease) in net assets resulting from operations29,987 37,830 62,687 73,178 
Preferred stock dividend875 875 2,625 2,625 
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $36,955 $60,062 $70,553 
Basic and diluted earnings per common share (Note 9)
4
CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(dollar amounts in thousands, except per share data) (unaudited)
 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Investment income:       
From non-controlled/non-affiliated investments:       
Interest income$34,684
 $26,362
 $93,564
 $72,551
Other income1,318
 1,909
 7,900
 4,578
Total investment income from non-controlled/non-affiliated investments36,002
 28,271
 101,464
 77,129
From non-controlled/affiliated investments:       
Interest income834
 —
 834
 —
Total investment income from non-controlled/affiliated investments834
 —
 834
 —
From controlled/affiliated investments:       
Interest income3,012
 336
 7,333
 336
Dividend income2,800
 350
 5,860
 350
Total investment income from controlled/affiliated investments5,812
 686
 13,193
 686
Total investment income42,648
 28,957
 115,491
 77,815
Expenses:       
Base management fees (Note 4)6,999
 4,699
 17,781
 13,184
Incentive fees (Note 4)5,321
 3,962
 15,459
 10,318
Professional fees361
 568
 1,957
 1,574
Administrative service fees (Note 4)184
 180
 522
 526
Interest expense (Notes 6 and 7)5,922
 4,051
 16,694
 11,475
Credit facility fees (Note 6)521
 682
 1,553
 2,139
Directors’ fees and expenses121
 146
 355
 410
Other general and administrative472
 390
 1,462
 1,312
Total expenses19,901
 14,678
 55,783
 40,938
Waiver of base management fees (Note 4)2,333
 1,567
 5,927
 4,395
Net expenses17,568
 13,111
 49,856
 36,543
Net investment income (loss)25,080
 15,846
 65,635
 41,272
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:       
Net realized gain (loss) from:       
Non-controlled/non-affiliated investments172
 544
 (7,724) (9,055)
Net change in unrealized appreciation (depreciation):       
Non-controlled/non-affiliated279
 10,536
 808
 18,239
Non-controlled/affiliated976
 —
 (976) —
Controlled/affiliated(964) 2,244
 (526) 1,957
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments463
 13,324
 (8,418) 11,141
Net increase (decrease) in net assets resulting from operations$25,543
 $29,170
 $57,217
 $52,413
Basic and diluted earnings per common share (Note 9)$0.41
 $0.78
 $1.15
 $1.51
Weighted-average shares of common stock outstanding—Basic and Diluted (Note 9)61,840,100
 37,489,297
 49,915,318
 34,623,225
Dividends declared per common share (Note 9)$0.37
 $0.40
 $1.15
 $1.20
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Basic$0.57 $0.71 $1.18 $1.35 
Diluted$0.54 $0.66 $1.11 $1.27 
Weighted-average shares of common stock outstanding (Note 9)
Basic50,794,941 51,863,022 50,825,315 52,388,355 
Diluted55,993,539 57,182,634 56,289,108 57,707,967 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)
(unaudited)
Nine months ended September 30,
20232022
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)$80,856 $78,542 
Net realized gain (loss) on investments and non-investment assets and liabilities(21,050)907 
Net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities2,881 (6,271)
Net increase (decrease) in net assets resulting from operations62,687 73,178 
Capital transactions:
Repurchase of common stock(3,993)(21,120)
Dividends declared on preferred and common stock (Note 9)(69,673)(65,211)
Net increase (decrease) in net assets resulting from capital transactions(73,666)(86,331)
Net increase (decrease) in net assets(10,979)(13,153)
Net assets at beginning of period917,423 948,804 
Net assets at end of period$906,444 $935,651 
 For the nine month periods ended
 September 30, 2017 September 30, 2016
Increase (decrease) in net assets resulting from operations:   
Net investment income (loss)$65,635
 $41,272
Net realized gain (loss) on investments(7,724) (9,055)
Net change in unrealized appreciation (depreciation) on investments(694) 20,196
Net increase (decrease) in net assets resulting from operations57,217
 52,413
Capital transactions:   
Common stock issued, net of offering and underwriting costs365,505
 150,102
Reinvestment of dividends202
 194
Dividends declared (Note 12)(62,708) (43,197)
Net increase (decrease) in net assets resulting from capital share transactions302,999
 107,099
Net increase (decrease) in net assets360,216
 159,512
Net assets at beginning of period764,137
 571,726
Net assets at end of period$1,124,353
 $731,238

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
For the nine month periods ended Nine months ended September 30,
September 30, 2017 September 30, 2016 20232022
Cash flows from operating activities:   Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$57,217
 $52,413
Net increase (decrease) in net assets resulting from operations$62,687 $73,178 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:   Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs694
 1,180
Amortization of deferred financing costs899 1,087 
Net accretion of discount on investments(8,403) (3,605)Net accretion of discount on investments(5,787)(7,934)
Paid-in-kind interest(778) —
Paid-in-kind interest(15,215)(20,842)
Net realized (gain) loss on investments7,724
 9,055
Net realized (gain) loss on investments21,448 (1,385)
Net realized currency (gain) loss on non-investment assets and liabilitiesNet realized currency (gain) loss on non-investment assets and liabilities(398)478 
Net change in unrealized (appreciation) depreciation on investments694
 (20,196)Net change in unrealized (appreciation) depreciation on investments(3,689)18,729 
Net change in unrealized currency (gain) loss on non-investment assets and liabilitiesNet change in unrealized currency (gain) loss on non-investment assets and liabilities808 (12,458)
Cost of investments purchased and change in payable for investments purchased(1,011,782) (562,916)Cost of investments purchased and change in payable for investments purchased(141,172)(503,881)
Proceeds from sales and repayments of investments and change in receivable for investments sold541,111
 256,482
Proceeds from sales and repayments of investments and change in receivable for investments sold265,076 488,122 
Changes in operating assets:   Changes in operating assets:
Interest receivable(3,138) (897)
Dividend receivable(1,475) (350)
Interest and dividend receivableInterest and dividend receivable(9,516)(4,184)
Prepaid expenses and other assets(13) 130
Prepaid expenses and other assets(681)(2,177)
Changes in operating liabilities:   Changes in operating liabilities:
Due to Investment Adviser(113) (49)
Interest and credit facility fees payable1,193
 700
Interest and credit facility fees payable591 2,773 
Base management and incentive fees payable1,829
 10,865
Base management and incentive fees payable(45)1,929 
Administrative service fees payable(37) 30
Administrative service fees payable866 927 
Other accrued expenses and liabilities290
 347
Other accrued expenses and liabilities(1,072)144 
Net cash provided by (used in) operating activities(414,987) (256,811)Net cash provided by (used in) operating activities174,800 34,506 
Cash flows from financing activities:   Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering and underwriting costs357,495
 150,102
Borrowings on SPV Credit Facility and Credit Facility597,450
 411,435
Repayments of SPV Credit Facility and Credit Facility(440,566) (250,732)
Repayments of debt assumed from NFIC Acquisition(42,128) —
Repurchase of common stockRepurchase of common stock(3,993)(21,120)
Borrowings on Credit FacilityBorrowings on Credit Facility108,792 313,511 
Repayments of Credit FacilityRepayments of Credit Facility(183,408)(284,746)
Debt issuance costs paid(968) (620)Debt issuance costs paid(1,681)(1,290)
Dividends paid in cash(59,636) (45,370)Dividends paid in cash(69,798)(65,291)
Net cash provided by (used in) financing activities411,647
 264,815
Net cash provided by (used in) financing activities(150,088)(58,936)
Net increase (decrease) in cash and cash equivalents(3,340) 8,004
Cash and cash equivalents, beginning of period38,489
 41,837
Cash and cash equivalents, end of period$35,149
 $49,841
Supplemental and non-cash activities:   
Offering costs payable$36
 $—
Interest paid during the period$15,423
 $10,700
Excise taxes paid during the period$169
 $76
Dividends declared during the period$62,708
 $43,197
Reinvestment of dividends$202
 $194
Cost of investments received in the NFIC Acquisition from shares issued (Note 13)$(8,046) $—
Shares issued in consideration of NFIC Acquisition (Note 13)$8,046
 $—
Debt assumed from NFIC Acquisition (Note 13)$42,128
 $—
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash24,712 (24,430)
Cash, cash equivalents, and restricted cash, beginning of periodCash, cash equivalents, and restricted cash, beginning of period30,506 93,074 
Cash, cash equivalents, and restricted cash, end of periodCash, cash equivalents, and restricted cash, end of period$55,218 $68,644 
Supplemental disclosures:Supplemental disclosures:
Interest and credit facility fees paid during the periodInterest and credit facility fees paid during the period$51,650 $24,902 
Taxes, including excise tax, paid during the periodTaxes, including excise tax, paid during the period$1,839 $774 
Dividends declared on preferred stock and common stock during the periodDividends declared on preferred stock and common stock during the period$69,673 $65,211 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

TCG BDC,
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
First Lien Debt (65.9% of fair value)
ADPD Holdings, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.00%11.68%8/16/20228/15/2028$10,144 $9,914 $9,044 1.00 %
Advanced Web Technologies Holding Company^*(2)(3)(16)Containers, Packaging & GlassSOFR6.25%11.80%12/17/202012/17/20269,114 8,993 9,089 1.00 
Advanced Web Technologies Holding Company^(2)(3)(13)Containers, Packaging & GlassSOFR6.75%12.30%6/2/202312/17/2026643 625 650 0.07 
Advanced Web Technologies Holding Company^(2)(3)Containers, Packaging & GlassSOFR6.50%12.05%12/16/202112/17/20261,597 1,575 1,603 0.18 
Alpine Acquisition Corp II^*(2)(3)(13)(16)Transportation: CargoSOFR6.00%11.47%4/19/202211/30/20268,944 8,746 8,431 0.93 
American Physician Partners, LLC^(2)(3)(8)(13)(14)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%12/16/20226/30/20233,338 3,082 — — 
American Physician Partners, LLC^*(2)(3)(8)(13)(14)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%1/7/20198/5/202233,791 30,116 — — 
Apex Companies Holdings, LLC^*(2)(3)(16)Environmental IndustriesSOFR6.25%11.62%1/31/20231/31/202810,014 9,712 9,933 1.10 
Applied Technical Services, LLC^(2)(3)(13)(16)Business ServicesSOFR6.00%11.54%12/29/202012/29/2026775 758 777 0.09 
Appriss Health, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20215/6/202736,646 36,123 36,302 4.00 
Ascend Buyer, LLC^*(2)(3)(13)(16)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20219/30/20283,394 3,325 3,329 0.37 
Associations, Inc.^(2)(3)(13)(16)Construction & BuildingSOFR4.00%, 2.50% PIK12.06%7/2/20217/2/202713,100 13,013 13,100 1.45 
Atlas AU Bidco Pty Ltd (Australia)^(2)(3)(7)(16)High Tech IndustriesSOFR7.25%12.58%12/15/202212/12/20292,890 2,803 2,922 0.32 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)(13)SoftwareSOFR6.00%11.58%12/24/201912/24/202631,992 31,566 30,652 3.38 
Avalara, Inc.^(2)(3)(16)Diversified Financial ServicesSOFR7.25%12.64%10/19/202210/19/202822,500 21,956 22,871 2.52 
Barnes & Noble, Inc.^(2)(3)(11)(13)RetailSOFR8.81%14.23%8/7/201912/20/202626,763 26,119 26,581 2.93 
Bayside OPCP, LLC^(2)(3)(13)Healthcare & PharmaceuticalsSOFR7.25% (100% PIK)12.79%5/31/20235/31/20264,635 4,635 4,635 0.51 
Bayside OPCP, LLC^(2)(3)(13)Healthcare & PharmaceuticalsSOFR7.25% (100% PIK)12.79%5/31/20235/31/202613,104 13,104 13,104 1.45 
Bayside OPCP, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR7.00% (100% PIK)12.54%5/31/20235/31/2026379 379 379 0.04 
BlueCat Networks, Inc. (Canada)^(2)(3)(7)(16)High Tech IndustriesSOFR4.00%, 2.00% PIK11.39%8/8/20228/8/20283,683 3,618 3,627 0.40 
BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20199/30/20264,796 4,737 4,664 0.51 
Bradyifs Holdings, LLC^*(2)(3)(13)(16)WholesaleSOFR6.25%11.68%2/21/202011/22/20259,518 9,415 9,487 1.05 
CD&R Madison Parent Ltd (United Kingdom)^(2)(7)Business ServicesEURIBOR6.00%, 2.00% PIK11.78%2/27/20232/27/2030€606 623 650 0.07 
CD&R Madison Parent Ltd (United Kingdom)^(2)(7)(16)Business ServicesSONIA6.50%, 2.00% PIK13.69%2/27/20232/27/2030£1,229 1,427 1,524 0.17 
8
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (75.13%)             
Access CIG, LLC (2) (3) (4) (13) (16)
Business Services L + 5.00% (1.00% Floor) 10/17/2021 $18,195
 $18,096
 $18,246
 1.62%
Achilles Acquisition LLC (2) (3) (4) (5) (13) (15)
Banking, Finance, Insurance & Real Estate L + 6.00% (1.00% Floor) 6/6/2023 38,657
 37,586
 38,209
 3.40
Advanced Instruments, LLC (2) (3) (4) (5) (13) (15) (16)
Healthcare & Pharmaceuticals L + 5.25% (1.00% Floor) 10/31/2022 10,448
 10,253
 10,416
 0.93
Alpha Packaging Holdings, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 5/12/2020 2,904
 2,902
 2,904
 0.26
AMS Group HoldCo, LLC (2) (3) (4) (5) (13) (15)
Transportation: Cargo L + 6.00% (1.00% Floor) 9/29/2023 29,925
 29,172
 29,450
 2.62
Anaren, Inc. (2) (3) (4) (13)
Telecommunications L + 4.50% (1.00% Floor) 2/18/2021 3,832
 3,812
 3,832
 0.34
Aquilex LLC (2) (3) (13) (16)
Environmental Industries L + 4.00% (1.00% Floor) 12/31/2020 3,208
 3,206
 3,208
 0.29
Audax AAMP Holdings, Inc. (2) (3) (5)
Durable Consumer Goods L + 7.50% (1.00% Floor) 1/31/2018 12,487
 12,483
 12,441
 1.11
Brooks Equipment Company, LLC (2) (3) (4) (13)
Construction & Building L + 5.00% (1.00% Floor) 8/29/2020 2,591
 2,578
 2,590
 0.23
Capstone Logistics Acquisition, Inc. (2) (3) (4) (13) (16)
Transportation: Cargo L + 4.50% (1.00% Floor) 10/7/2021 19,198
 19,076
 19,150
 1.70
Captive Resources Midco, LLC (2) (3) (4) (5) (13) (15) (16)
Banking, Finance, Insurance & Real Estate L + 5.75% (1.00% Floor) 6/30/2020 30,900
 30,616
 30,900
 2.75
Central Security Group, Inc. (2) (3) (4) (13) (16)
Consumer Services L + 5.63% (1.00% Floor) 10/6/2021 39,183
 38,826
 39,101
 3.48
CIP Revolution Holdings, LLC (2) (3) (4) (5) (13) (15)
Media: Advertising, Printing & Publishing L + 6.00% (1.00% Floor) 8/19/2021 19,105
 18,943
 18,977
 1.69
Colony Hardware Corporation (2) (3) (4) (13)
Construction & Building L + 6.00% (1.00% Floor) 10/23/2021 22,128
 21,882
 22,030
 1.96
Continuum Managed Services Holdco, LLC (2) (3) (5) (13) (15) (16)
High Tech Industries L + 8.75% (1.00% Floor) 6/8/2023 22,943
 22,234
 23,175
 2.06
Dade Paper & Bag, LLC (2) (3) (4) (5) (16)
Forest Products & Paper L + 7.50% (1.00% Floor) 6/10/2024 49,875
 48,920
 49,995
 4.45
Datapipe, Inc. (2) (3) (13)
Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,675
 9,619
 9,675
 0.86
Dent Wizard International Corporation (2) (3) (4) (16)
Automotive L + 4.75% (1.00% Floor) 4/7/2020 897
 895
 896
 0.08
Derm Growth Partners III, LLC (Dermatology Associates) (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals L + 6.50% (1.00% Floor) 5/31/2022 49,917
 49,302
 49,624
 4.41
DermaRite Industries, LLC (2) (3) (4) (5) (15) (16)
Healthcare & Pharmaceuticals L + 7.00% (1.00% Floor) 3/3/2022 20,053
 19,713
 19,911
 1.77
Dimensional Dental Management, LLC (2) (3) (5) (12) (15) (16)
Healthcare & Pharmaceuticals L + 6.75% (1.00% Floor) 2/12/2021 31,780
 31,106
 31,625
 2.81
Direct Travel, Inc. (2) (3) (4) (5) (13) (15)
Hotel, Gaming & Leisure L + 6.50% (1.00% Floor) 12/1/2021 26,495
 25,963
 26,425
 2.36
EIP Merger Sub, LLC (Evolve IP) (2) (3) (5) (12) (13) (16)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 27,284
 26,593
 26,921
 2.39
Emergency Communications Network, LLC (2) (3) (4) (5) (13) (16)
Telecommunications L + 6.25% (1.00% Floor) 6/1/2023 24,938
 24,723
 24,933
 2.22
EP Minerals, LLC (2) (3) (4) (13)
Metals & Mining L + 4.50% (1.00% Floor) 8/20/2020 7,926
 7,905
 7,926
 0.70
FCX Holdings Corp. (2) (3) (4) (13) (16)
Capital Equipment L + 4.50% (1.00% Floor) 8/4/2020 3,829
 3,828
 3,829
 0.34
Frontline Technologies Holdings, LLC (2) (3) (5) (15)
Software L + 6.50% (1.00% Floor) 9/18/2023 39,295
 38,832
 39,205
 3.49


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Celerion Buyer, Inc.^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR6.50%11.93%11/3/202211/3/2029$3,128 $3,041 $3,167 0.35 %
Chartis Holding, LLC^*(2)(3)(13)(16)Business ServicesSOFR5.00%10.52%5/1/20195/1/2025728 723 726 0.08 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(13)(16)SoftwareSOFR4.50%9.92%8/30/20188/30/2024386 386 384 0.04 
CircusTrix Holdings, LLC^*(2)(3)(16)Leisure Products & ServicesSOFR6.75%12.08%7/18/20237/14/202812,581 12,213 12,206 1.35 
Comar Holding Company, LLC^*(2)(3)(13)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20186/18/202428,973 28,885 24,767 2.73 
CoreWeave Compute Acquisition Co. II, LLC^(2)(3)(16)High Tech IndustriesSOFR8.75%14.13%7/30/20237/30/202890 55 54 0.01 
Cority Software Inc. (Canada)^*(2)(3)(7)(16)SoftwareSOFR5.00%10.25%7/2/20197/2/202610,329 10,217 10,282 1.13 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareSOFR7.00%12.25%9/3/20207/2/2026549 540 548 0.06 
Coupa Holdings, LLC^(2)(3)(16)SoftwareSOFR7.50%12.82%2/27/20232/28/20308,638 8,403 8,839 0.98 
CPI Intermediate Holdings, Inc.^*(2)(3)(16)TelecommunicationsSOFR5.50%10.87%10/6/202210/6/20293,853 3,778 3,789 0.42 
CST Holding Company^*(2)(3)(13)(16)Consumer Goods: Non-DurableSOFR6.50%11.92%11/1/202211/1/20284,947 4,804 4,969 0.55 
DCA Investment Holding LLC^*(2)(3)Healthcare & PharmaceuticalsSOFR6.41%11.80%3/11/20214/3/202814,341 14,210 14,132 1.56 
Denali Midco 2, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.50%11.92%9/15/202212/22/20279,045 8,796 8,840 0.98 
Dermatology Associates^(2)(3)(13)Healthcare & PharmaceuticalsSOFR6.25% (100% PIK)11.79%5/31/201611/6/202329,978 29,978 29,947 3.30 
Dermatology Associates^(2)(3)(8)(11)Healthcare & PharmaceuticalsSOFR11.35% (100% PIK)16.89%5/31/201611/6/202347,020 24,963 33,963 3.75 
Diligent Corporation^(2)(3)(13)(16)TelecommunicationsSOFR6.25%11.77%8/4/20208/4/2025659 650 650 0.07 
Dwyer Instruments, Inc.^*(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.22%7/21/20217/21/20273,941 3,878 3,944 0.44 
Eliassen Group, LLC^*(2)(3)(16)Business ServicesSOFR5.50%10.84%4/14/20224/14/20282,211 2,154 2,191 0.24 
Ellkay, LLC^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR6.25%11.77%9/14/20219/14/202714,000 13,777 12,901 1.42 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsSOFR3.00%, 5.25% PIK13.62%6/1/20176/1/202427,631 27,612 23,668 2.61 
EPS Nass Parent, Inc.^(2)(3)(13)(16)Utilities: ElectricSOFR5.75%11.29%4/19/20214/19/2028935 922 917 0.10 
EvolveIP, LLC^*(2)(3)(13)TelecommunicationsSOFR5.50%11.22%11/26/20196/7/20256,155 6,155 6,015 0.66 
Excel Fitness Holdings, Inc.^*(2)(3)(13)(16)Leisure Products & ServicesSOFR5.25%10.79%4/29/20224/29/20296,172 6,054 6,045 0.67 
Excelitas Technologies Corp.^(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.21%8/12/20228/12/20293,214 3,154 3,176 0.35 
Excelitas Technologies Corp.^(2)Capital EquipmentEURIBOR5.75%9.54%8/12/20228/12/2029€1,266 1,276 1,324 0.15 
FPG Intermediate Holdco, LLC^(2)(3)(13)(16)Consumer ServicesSOFR6.50%12.07%8/5/20223/5/2027361 295 308 0.03 
Greenhouse Software, Inc.^(2)(3)(16)SoftwareSOFR7.00%12.39%3/1/20219/1/202832,796 32,138 32,544 3.59 
Guidehouse LLP^(2)(3)(13)Sovereign & Public FinanceSOFR6.25%11.67%9/30/202210/16/202879 78 79 0.01 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)Diversified Financial ServicesSONIA5.26%, 3.47% PIK13.92%2/28/20222/28/2029£15,058 19,618 18,234 2.01 
9
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (75.13%) (continued)            
FWR Holding Corporation (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco L + 6.00% (1.00% Floor) 8/21/2023 $35,666
 $34,444
 $34,856
 3.10%
Global Franchise Group, LLC (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco L + 5.75% (1.00% Floor) 12/18/2019 14,505
 14,366
 14,463
 1.29
Global Software, LLC (2) (3) (4) (13)
High Tech Industries L + 5.25% (1.00% Floor) 5/2/2022 20,884
 20,548
 20,776
 1.85
Green Energy Partners/Stonewall LLC (2) (3) (4) (13)
Energy: Electricity L + 5.50% (1.00% Floor) 11/13/2021 20,000
 19,653
 18,652
 1.66
Hummel Station LLC (2) (3) (5) (13) (16)
Energy: Electricity L + 6.00% (1.00% Floor) 10/27/2022 25,000
 24,035
 22,938
 2.04
Hydrofarm, LLC (2) (5) (13) (16)
Wholesale L + 7.00% 5/12/2022 18,881
 18,718
 18,851
 1.68
Indra Holdings Corp. (Totes Isotoner) (2) (3) (5) (13)
Non-durable Consumer Goods L + 4.25% (1.00% Floor) 5/1/2021 18,965
 17,138
 11,411
 1.01
Integro Parent Inc. (2) (3) (13)
Banking, Finance, Insurance & Real Estate L + 5.75% (1.00% Floor) 10/30/2022 4,914
 4,814
 4,806
 0.43
Legacy.com Inc. (2) (3) (5) (12)
High Tech Industries L + 6.00% (1.00% Floor) 3/20/2023 17,000
 16,642
 17,241
 1.53
Metrogistics LLC (2) (3) (4) (13)
Transportation: Cargo L + 6.50% (1.00% Floor) 9/30/2022 16,681
 16,491
 16,625
 1.48
National Technical Systems, Inc. (2) (3) (4) (5) (13) (15) (16)
Aerospace & Defense L + 6.25% (1.00% Floor) 6/12/2021 26,351
 26,056
 25,554
 2.27
NES Global Talent Finance US LLC (United Kingdom) (2) (3) (4) (8) (13)
Energy: Oil & Gas L + 5.50% (1.00% Floor) 10/3/2019 13,800
 13,636
 13,296
 1.18
NMI AcquisitionCo, Inc. (2) (3) (5) (15) (17)
High Tech Industries P + 5.75% (2.00% Floor) 9/6/2022 51,220
 50,196
 50,590
 4.50
OnCourse Learning Corporation (2) (3) (4) (5) (13) (15)
Consumer Services L + 6.50% (1.00% Floor) 9/12/2021 30,411
 30,076
 30,198
 2.69
Paradigm Acquisition Corp. (2) (3) (4) (13)
Business Services L + 5.00% (1.00% Floor) 6/2/2022 15,461
 15,339
 15,461
 1.38
Payment Alliance International, Inc. (2) (3) (5) (12) (16)
Business Services L + 6.05% (1.00% Floor) 9/15/2021 26,544
 25,952
 26,287
 2.34
Pelican Products, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 4/11/2020 3,594
 3,599
 3,585
 0.32
Plano Molding Company, LLC (2) (3) (4) (5) (16)
Hotel, Gaming & Leisure L + 7.50% (1.00% Floor) 5/12/2021 21,536
 21,232
 18,891
 1.68
PMG Acquisition Corporation (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals L + 6.25% (1.00% Floor) 5/22/2022 27,251
 26,843
 27,192
 2.42
PPT Management Holdings, LLC (2) (3) (4) (5) (13)
Healthcare & Pharmaceuticals L + 6.00% (1.00% Floor) 12/16/2022 24,813
 24,626
 24,582
 2.19
Prime Risk Partners, Inc. (2) (3) (5) (15)
 
Banking, Finance, Insurance & Real Estate L + 5.75% (1.00% Floor) 8/13/2023 1,549
 1,503
 1,506
 0.13
Prime Risk Partners, Inc. (2) (3) (5) (12) (15)
 
Banking, Finance, Insurance & Real Estate L + 5.75% (1.00% Floor) 8/13/2023 19,339
 18,758
 18,888
 1.68
Product Quest Manufacturing, LLC (2) (3) (5) (10) (12)
Containers, Packaging & Glass L + 5.75% (1.00% Floor) 9/9/2020 33,000
 32,270
 22,808
 2.03
Product Quest Manufacturing, LLC (2) (3) (5) (15) (16)
Containers, Packaging & Glass L + 6.75% (3.25% Floor) 3/31/2019 1,192
 1,192
 1,192
 0.11
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (4) (5)
Wholesale L + 4.50% (1.00% Floor) 1/28/2020 14,949
 14,260
 13,771
 1.22
PSC Industrial Holdings Corp (2) (3) (4) (13) (16)
Environmental Industries L + 4.75% (1.00% Floor) 12/5/2020 14,588
 14,378
 14,588
 1.30
PT Intermediate Holdings III, LLC (Parts Town) (2) (3) (4) (5) (13) (15)
Wholesale L + 6.50% (1.00% Floor) 6/23/2022 22,700
 22,498
 22,642
 2.01


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)(16)Diversified Financial ServicesSONIA5.00%, 2.75% PIK12.94%2/28/20222/28/2029£3,901 $4,512 $4,713 0.52 %
Harbour Benefit Holdings, Inc.^*(2)(3)(16)Business ServicesSOFR5.00%10.53%12/13/201712/13/20242,963 2,949 2,918 0.32 
Heartland Home Services, Inc.^*(2)(3)(13)Consumer ServicesSOFR5.75%11.07%2/10/202212/15/202610,249 10,179 10,041 1.11 
Heartland Home Services, Inc.^*(2)(3)(13)(16)Consumer ServicesSOFR6.00%11.32%12/15/202012/15/20267,134 7,082 7,028 0.78 
Hercules Borrower LLC^*(2)(3)(13)(16)Environmental IndustriesSOFR6.25%11.74%12/14/202012/14/202618,242 17,909 18,242 2.01 
Hoosier Intermediate, LLC^*(2)(3)(16)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/202111/15/20289,834 9,646 8,883 0.98 
HS Spa Holdings Inc.^(2)(3)(16)Consumer ServicesSOFR5.75%11.07%6/2/20226/2/2029156 137 148 0.02 
iCIMS, Inc.^(2)(3)(16)SoftwareSOFR7.25%12.63%8/18/20228/18/202826,309 25,943 26,235 2.89 
iCIMS, Inc.^(2)(3)(16)SoftwareSOFR6.75%12.14%8/18/20228/18/2028406 372 401 0.04 
Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(7)Leisure Products & ServicesEURIBOR9.00%12.78%5/28/20215/28/2027€8,250 9,834 8,679 0.96 
Integrity Marketing Acquisition, LLC^(2)(3)(13)Diversified Financial ServicesSOFR6.02%11.54%12/3/20218/27/2026426 423 421 0.05 
IQN Holding Corp.^(2)(3)(16)Business ServicesSOFR5.25%10.67%5/2/20225/2/20296,923 6,858 6,964 0.77 
iRobot Corporation^(2)(3)(13)Consumer Goods: DurableSOFR6.50%, 2.50% PIK14.48%7/25/20237/31/20264,908 4,908 5,252 0.58 
Jeg's Automotive, LLC^*(2)(3)(13)(16)AutomotiveSOFR6.00%11.55%12/22/202112/22/202720,487 20,118 16,834 1.86 
Kaseya, Inc.^(2)(3)(16)High Tech IndustriesSOFR3.75%, 2.50% PIK11.62%6/23/20226/23/202936,116 35,453 35,908 3.96 
Lifelong Learner Holdings, LLC^*(2)(3)(16)Business ServicesSOFR5.75%11.27%10/18/201910/18/202625,780 25,528 23,803 2.63 
LinQuest Corporation*(2)(3)(13)Aerospace & DefenseSOFR5.75%11.22%7/28/20217/28/20289,800 9,653 9,209 1.02 
LVF Holdings, Inc.^*(2)(3)(13)(16)Beverage & FoodSOFR6.00%11.54%6/10/20216/10/202739,070 38,504 38,394 4.24 
Material Holdings, LLC^*(2)(3)(13)(16)Business ServicesSOFR6.00%11.49%8/19/20218/19/20277,966 7,848 7,483 0.83 
Maverick Acquisition, Inc.^*(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20216/1/202735,351 34,879 27,209 3.00 
Medical Manufacturing Technologies, LLC^*(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR5.50%11.05%12/23/202112/23/202730,297 29,833 30,057 3.32 
NEFCO Holding Company LLC^*(2)(3)(13)(16)Construction & BuildingSOFR6.50%11.86%8/5/20228/5/20286,377 6,255 6,375 0.70 
NMI AcquisitionCo, Inc.^*(2)(3)(13)(16)High Tech IndustriesSOFR5.75%11.17%9/6/20179/6/202538,222 38,182 37,878 4.18 
North Haven Fairway Buyer, LLC^*(2)(3)(16)Consumer ServicesSOFR6.50%11.88%5/17/20225/17/202816,069 15,789 15,703 1.73 
North Haven Stallone Buyer, LLC^(2)(3)(16)Consumer ServicesSOFR5.75%11.47%10/11/20225/24/2027112 109 111 0.01 
Oak Purchaser, Inc.^(2)(3)(16)Business ServicesSOFR5.50%10.97%4/28/20224/28/20286,120 6,056 5,899 0.65 
Oranje Holdco, Inc.^(2)(3)(16)Business ServicesSOFR7.75%13.12%2/1/20232/1/20298,052 7,844 8,082 0.89 
Performance Health Holdings, Inc.*(2)(3)(13)Healthcare & PharmaceuticalsSOFR6.00%11.57%7/12/20217/12/20276,444 6,356 6,369 0.70 
Pestco Intermediate, LLC^(2)(3)(13)(16)Environmental IndustriesSOFR6.50%11.92%2/6/20232/17/20283,688 3,545 3,594 0.40 
PF Atlantic Holdco 2, LLC^(2)(3)(13)(16)Leisure Products & ServicesSOFR5.50%11.06%11/12/202111/12/20275,655 5,452 5,625 0.62 
10
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (75.13%) (continued)            
QW Holding Corporation (Quala) (2) (3) (4) (5) (13)
Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 $36,641
 $35,819
 $35,989
 3.20%
Reliant Pro Rehab, LLC (2) (3) (5) (12)
Healthcare & Pharmaceuticals L + 10.00% (1.00% Floor) 12/29/2017 24,625
 24,555
 24,625
 2.19
SolAero Technologies Corp. (2) (3) (4) (5) (16)
Telecommunications L + 5.25% (1.00% Floor) 12/10/2020 25,312
 24,501
 23,216
 2.05
Superior Health Linens, LLC (2) (3) (4) (5) (13) (15) (16)
Business Services L + 6.50% (1.00% Floor) 9/30/2021 21,192
 20,902
 20,960
 1.86
Surgical Information Systems, LLC (2) (3) (4) (5) (12) (13) (16)
High Tech Industries L + 5.00% (1.00% Floor) 4/24/2023 30,000
 29,718
 29,991
 2.67
T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 4,020
 3,933
 3,985
 2.11
T2 Systems, Inc. (2) (3) (4) (5) (13) (15)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 32,728
 32,011
 32,429
 1.13
The Hilb Group, LLC (2) (3) (5) (12) (15)
Banking, Finance, Insurance & Real Estate L + 6.00% (1.00% Floor) 6/24/2021 32,673
 32,157
 32,281
 2.87
The SI Organization, Inc. (2) (3) (4) (5) (13)
Aerospace & Defense L + 4.75% (1.00% Floor) 11/23/2019 14,339
 14,350
 14,339
 1.28
The Topps Company, Inc. (2) (3) (4) (13)
Non-durable Consumer Goods L + 6.00% (1.25% Floor) 10/2/2020 23,192
 22,986
 22,413
 1.99
Truckpro, LLC. (2) (3) (4) (13) (16)
Automotive L + 5.00% (1.00% Floor) 8/6/2018 8,917
 8,904
 8,877
 0.79
Tweddle Group, Inc. (2) (3) (4) (13)
Media: Advertising, Printing & Publishing L + 6.00% (1.00% Floor) 10/24/2022 7,453
 7,362
 7,502
 0.67
Vetcor Professional Practices, LLC (2) (3) (4) (5) (13) (15)
Consumer Services L + 6.00% (1.00% Floor) 4/20/2021 35,784
 35,387
 36,036
 3.21
Vistage Worldwide Inc. (2) (3) (4) (13) (16)
Business Services L + 5.50% (1.00% Floor) 8/19/2021 33,133
 32,960
 33,133
 2.95
VRC Companies, LLC (2) (3) (4) (5) (13) (15) (16)
Business Services L + 6.50% (1.00% Floor) 3/31/2023 32,694
 31,983
 32,240
 2.86
W/S Packaging Group Inc. (2) (3) (4) (16)
Containers, Packaging & Glass L + 5.00% (1.00% Floor) 8/9/2019 4,015
 3,881
 3,583
 0.32
Watchfire Enterprises, Inc. (2) (3) (13)
Media: Advertising, Printing & Publishing L + 4.00% (1.00% Floor) 10/2/2020 1,362
 1,350
 1,362
 0.12
Winchester Electronics Corporation (2) (3) (4) (5) (13) (15)
Capital Equipment L + 6.50% (1.00% Floor) 6/30/2022 31,688
 31,412
 32,021
 2.84
Zest Holdings, LLC (2) (3) (4) (13) (16)
Durable Consumer Goods L + 4.25% (1.00% Floor) 8/16/2023 3,440
 3,432
 3,465
 0.31
First Lien Debt Total        $1,485,930
 $1,475,691
 131.26%
Second Lien Debt (13.69%)         
  
  
Acrisure, LLC (2) (3) (5) (15)
Banking, Finance, Insurance & Real Estate L + 9.25% (1.00% Floor) 11/22/2024 $33,750
 $32,884
 $33,228
 2.96%
AIM Group USA Inc. (2) (3) (4) (5) (13)
Aerospace & Defense L + 9.00% (1.00% Floor) 8/2/2022 23,000
 22,728
 22,830
 2.03
AmeriLife Group, LLC (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate L + 8.75% (1.00% Floor) 1/10/2023 22,000
 21,638
 21,723
 1.94
Argon Medical Devices, Inc. (2) (3) (4) (5) (16)
Healthcare & Pharmaceuticals L + 9.50% (1.00% Floor) 6/23/2022 25,000
 24,431
 25,000
 2.23
Berlin Packaging L.L.C. (2) (3) (5) (13) (16)
Containers, Packaging & Glass L + 6.75% (1.00% Floor) 10/1/2022 3,500
 3,487
 3,500
 0.31
Confie Seguros Holding II Co. (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate L + 10.00% (1.25% Floor) 5/8/2019 9,000
 8,954
 8,798
 0.78
Drew Marine Group Inc. (2) (3) (4) (5) (13) (16)
Chemicals, Plastics & Rubber L + 7.00% (1.00% Floor) 5/19/2021 12,500
 12,483
 12,469
 1.11


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
PF Growth Partners, LLC*(2)(3)(13)Leisure Products & ServicesSOFR5.00%10.48%7/1/20197/11/2025$7,895 $7,855 $7,845 0.87 %
Project Castle, Inc.*(2)(3)Capital EquipmentSOFR5.50%10.76%6/24/20226/1/20297,425 6,751 6,571 0.72 
Prophix Software Inc. (Canada)^(2)(3)(7)(16)SoftwareSOFR6.50%11.93%2/1/20212/1/202610,963 10,813 10,963 1.21 
Pushpay USA Inc.^*(2)(3)(13)(16)Diversified Financial ServicesSOFR6.75%12.27%5/10/20235/10/203016,049 15,551 15,843 1.75 
PXO Holdings I Corp.^*(2)(3)(13)(16)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20223/8/20287,015 6,872 6,785 0.75 
QNNECT, LLC^*(2)(3)(16)Aerospace & DefenseSOFR7.00%12.08%11/2/202211/2/20295,315 5,135 5,391 0.59 
Quantic Electronics, LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.25%11.74%11/19/202011/19/202615,748 15,550 15,335 1.69 
Quantic Electronics, LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.25%11.74%3/1/20213/1/20279,750 9,626 9,494 1.05 
Radwell Parent, LLC^*(2)(3)(16)WholesaleSOFR6.75%12.14%12/1/20224/1/202911,197 10,864 11,237 1.24 
Regency Entertainment, Inc.^(2)(3)(13)Media: Advertising, Printing & PublishingSOFR8.50%13.74%7/5/20236/23/202815,000 14,647 14,871 1.64 
RSC Acquisition, Inc.^(2)(3)(13)(16)Diversified Financial ServicesSOFR5.50%11.03%11/1/201911/1/202610,194 10,108 10,113 1.12 
Sapphire Convention, Inc.^*(2)(3)(16)TelecommunicationsSOFR5.25%10.97%11/20/201811/20/202527,834 27,634 27,736 3.06 
SCP Eye Care HoldCo, LLC^(2)(3)(13)(16)Healthcare & PharmaceuticalsSOFR5.75%11.18%10/7/202210/7/2029148 143 146 0.02 
Smarsh Inc.^(2)(3)(16)SoftwareSOFR6.50%11.84%2/18/20222/18/20297,347 7,206 7,267 0.80 
SPay, Inc.^*(2)(3)(13)Leisure Products & ServicesSOFR2.88%, 6.38% PIK14.96%6/15/20186/15/202626,059 25,981 22,931 2.52 
Speedstar Holding, LLC^*(2)(3)(13)AutomotiveSOFR7.25%12.82%1/22/20211/22/202726,488 26,160 26,710 2.94 
Spotless Brands, LLC^*(2)(3)(13)(16)Consumer ServicesSOFR6.50%11.99%6/21/20227/25/202813,661 13,416 13,619 1.50 
Spotless Brands, LLC^(2)(3)(13)(16)Consumer ServicesSOFR6.75%12.15%6/21/20227/25/2028— (400)92 0.01 
Summit Acquisition, Inc.^(2)(3)(16)Diversified Financial ServicesSOFR6.75%12.14%5/4/20235/1/2030— (58)(19)0.00 
Tank Holding Corp.^*(2)(3)(13)(16)Capital EquipmentSOFR5.75%11.17%3/31/20223/31/202815,122 14,876 14,658 1.62 
TCFI Aevex LLC^*(2)(3)(13)Aerospace & DefenseSOFR6.00%11.42%3/18/20203/18/202610,962 10,867 10,901 1.20 
The Carlstar Group LLC^*(2)(3)(13)(16)AutomotiveSOFR6.50%11.92%7/8/20227/8/202711,237 10,984 11,318 1.25 
TIBCO Software Inc.*(2)(3)High Tech IndustriesSOFR4.50%9.99%9/30/20223/31/202914,925 13,727 14,331 1.58 
Trader Corporation (Canada)^(2)(3)(7)(16)AutomotiveCDOR6.75%12.13%12/22/202212/22/2029C$12,021 8,619 8,939 0.99 
Tufin Software North America, Inc.^(2)(3)(13)(16)SoftwareSOFR7.69%13.23%8/17/20228/17/202827,610 27,125 26,994 2.98 
Turbo Buyer, Inc.^(2)(3)(15)(16)AutomotiveSOFR6.00%11.42%12/2/201912/2/20251,701 1,637 1,630 0.18 
U.S. Legal Support, Inc.^*(2)(3)(13)(16)Business ServicesSOFR5.75%11.29%11/30/201811/30/202416,306 16,211 16,071 1.77 
US INFRA SVCS Buyer, LLC^(2)(3)(13)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20204/13/20268,594 8,514 7,960 0.88 
USALCO, LLC*(2)(3)(13)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202110/19/2027983 968 983 0.11 
USR Parent Inc.^(2)(3)(11)RetailSOFR7.60%12.93%4/22/20224/25/20273,889 3,859 3,838 0.42 
Westfall Technik, Inc.^*(2)(3)(13)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/20189/13/202426,281 26,176 24,147 2.66 
Westfall Technik, Inc.^(2)(3)(13)Chemicals, Plastics & RubberSOFR6.75%12.29%8/30/20239/13/20241,087 1,027 1,022 0.11 
11
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
Second Lien Debt (13.69%) (continued)            
Genex Holdings, Inc. (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate L + 7.75% (1.00% Floor) 5/30/2022 $8,990
 $8,913
 $8,910
 0.79%
Institutional Shareholder Services Inc. (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate L + 8.50% (1.00% Floor) 4/29/2022 12,500
 12,414
 12,500
 1.11
Jazz Acquisition, Inc. (Wencor) (2) (3) (5) (13)
Aerospace & Defense L + 6.75% (1.00% Floor) 6/19/2022 7,500
 7,406
 7,088
 0.63
Pexco LLC (2) (3) (5)
Chemicals, Plastics & Rubber L + 8.00% (1.00% Floor) 5/8/2025 20,000
 19,814
 20,346
 1.81
Power Stop, LLC (5) (9)
Automotive 11.00% 5/29/2022 10,000
 9,845
 9,920
 0.88
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (5)
Wholesale L + 8.50% (1.00% Floor) 7/28/2020 3,000
 2,965
 2,337
 0.21
Q International Courier, LLC (2) (3) (5)
Transportation: Cargo L + 8.25% (1.00% Floor) 9/19/2025 18,750
 18,376
 18,546
 1.65
Reladyne, Inc. (2) (3) (4) (13)
Wholesale L + 9.50% (1.00% Floor) 1/21/2023 5,000
 4,880
 4,975
 0.44
Rough Country, LLC (2) (3) (5) (13) (16)
Durable Consumer Goods L + 8.50% (1.00% Floor) 11/25/2023 42,500
 41,275
 42,254
 3.76
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (13)
Sovereign & Public Finance L + 8.50% (1.00% Floor) 1/31/2025 1,800
 1,784
 1,824
 0.16
Vantage Specialty Chemicals, Inc. (2) (4) (17)
Chemicals, Plastics & Rubber P + 7.75% 2/5/2022 500
 504
 500
 0.04
Watchfire Enterprises, Inc. (2) (3) (5) (13)
Media: Advertising, Printing & Publishing L + 8.00% (1.00% Floor) 10/2/2021 7,000
 6,939
 7,000
 0.62
Zywave, Inc. (2) (3) (5)
High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 4,950
 4,884
 5,035
 0.45
Second Lien Debt Total        $266,604
 $268,783
 23.91%
Investments—non-controlled/non-affiliated (1)
Industry Maturity Date Par Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
Structured Finance Obligations (0.13%) (5) (8) (11)
           
1776 CLO I, Ltd., Subordinated NotesStructured Finance 5/8/2020 $11,750
 $6,436
 $2,585
 0.23%
Structured Finance Obligations Total      $6,436
 $2,585
 0.23%


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Wineshipping.com LLC^*(2)(3)(13)(16)Beverage & FoodSOFR5.75%11.31%10/29/202110/29/2027$5,669 $5,558 $5,261 0.58 %
Yellowstone Buyer Acquisition, LLC^(2)(3)(13)Consumer Goods: DurableSOFR5.75%11.20%9/13/20219/13/2027441 435 424 0.05 
YLG Holdings, Inc.^(2)(3)(13)Consumer ServicesSOFR5.00%10.32%9/30/202011/1/20251,945 1,913 1,945 0.21 
First Lien Debt Total$1,273,623 $1,223,773 135.01 %
Second Lien Debt (12.7% of fair value)
11852604 Canada Inc. (Canada)^(2)(3)(7)(13)Healthcare & PharmaceuticalsSOFR9.50% (100% PIK)15.04%9/30/20219/30/2028$8,458 $8,338 $8,331 0.92 %
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)(15)Aerospace & DefenseSOFR8.25%13.64%1/17/20201/17/202824,814 24,460 25,062 2.76 
Aimbridge Acquisition Co., Inc.^(2)(13)Leisure Products & ServicesSOFR7.50%12.94%2/1/20192/1/20279,241 9,157 8,834 0.97 
AP Plastics Acquisition Holdings, LLC^(2)(3)(13)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20218/10/202933,680 32,934 32,742 3.61 
AQA Acquisition Holdings, Inc.^*(2)(3)(13)High Tech IndustriesSOFR7.50%12.97%3/3/20213/3/202935,000 34,336 34,496 3.81 
Bayside OPCP, LLC^(2)(3)(8)(9)(13)Healthcare & PharmaceuticalsSOFR10.00% (100% PIK)15.54%5/31/20235/31/20264,677 3,653 2,637 0.29 
Blackbird Purchaser, Inc.^(2)(3)(13)Capital EquipmentSOFR7.50%12.92%12/14/20214/8/202713,791 13,593 13,791 1.52 
Brave Parent Holdings, Inc.^*(2)SoftwareSOFR7.50%12.97%10/3/20184/19/202618,197 18,017 18,197 2.01 
Drilling Info Holdings, Inc.^(2)(13)Energy: Oil & GasSOFR8.25%13.67%2/11/20207/30/202618,600 18,339 18,600 2.05 
Outcomes Group Holdings, Inc.^*(2)Business ServicesSOFR7.50%13.02%10/23/201810/26/20261,731 1,729 1,717 0.19 
PAI Holdco, Inc.^(2)(3)AutomotiveSOFR5.50%, 2.00% PIK13.02%10/28/202010/28/202814,304 14,017 13,713 1.51 
Quartz Holding Company^*(2)(13)SoftwareSOFR8.00%13.42%4/2/20194/2/20277,048 6,975 6,947 0.77 
Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(7)Beverage & FoodSONIA8.50%12.93%3/12/20203/12/2028£20,000 24,870 21,474 2.37 
TruGreen Limited Partnership^(2)(3)(13)Consumer ServicesSOFR8.50%14.13%11/16/202011/2/202813,000 12,810 12,336 1.36 
World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,098 17,863 18,098 2.00 
Second Lien Debt Total$241,091 $236,975 26.14 %



Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net Assets
Equity Investments (5.1% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592$592 $991 0.11 %
Appriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/202165,4435,2750.58 
12
Investments—non-controlled/non-affiliated (1)
Industry Shares/ Units Cost 
Fair
Value (7)
 Percentage of Net Assets
Equity Investments (0.69%) (5)
         
CIP Revolution Holdings, LLCMedia: Advertising, Printing & Publishing 30,000
 $300
 $388
 0.04%
Dade Paper & Bag, LLCForest Products & Paper 1,500,000
 1,500
 2,169
 0.19
DecoPac, Inc.Non-durable Consumer Goods 1,500,000
 1,500
 1,500
 0.13
Derm Growth Partners III, LLC (Dermatology Associates)Healthcare & Pharmaceuticals 1,000,000
 1,000
 1,573
 0.14
GS Holdco LLC (Global Software, LLC)High Tech Industries 1,000,000
 1,001
 1,506
 0.13
Legacy.com Inc.High Tech Industries 1,500,000
 1,500
 1,679
 0.15
Power Stop Intermediate Holdings, LLCAutomotive 7,150
 715
 1,139
 0.10
Rough Country, LLCDurable Consumer Goods 754,775
 755
 850
 0.08
T2 Systems Parent CorporationTransportation: Consumer 555,556
 556
 553
 0.05
THG Acquisition, LLC (The Hilb Group, LLC)Banking, Finance, Insurance & Real Estate 1,500,000
 1,500
 2,195
 0.20
Equity Investments Total    $10,327
 $13,552
 1.21%
Total investments—non-controlled/non-affiliated    $1,769,297
 $1,760,611
 156.61%
Investments—non-controlled/affiliated (5) 18)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (0.76%)             
TwentyEighty, Inc.—Revolver (2) (3) (15)
Business Services L + 8.00% (1.00% Floor) 3/21/2020 $—
 $(6) $(9) —%
TwentyEighty, Inc.—(Term A Loans) (2) (3)
Business Services L + 3.50% (1.00% Floor) cash, 4.50% PIK 3/21/2020 3,859
 3,839
 3,735
 0.33
TwentyEighty, Inc.—(Term B Loans)Business Services 1.00% cash, 7.00% PIK 3/21/2020 6,598
 6,360
 6,149
 0.55
TwentyEighty, Inc.—(Term C Loans)Business Services 0.25% cash, 8.75% PIK 3/21/2020 6,380
 5,742
 5,084
 0.45
First Lien Debt Total        $15,935
 $14,959
 1.33%
Investments—non-controlled/affiliated (5) (18)
Industry Shares/ Units Cost 
Fair
Value (7)
 Percentage of Net Assets
Equity Investments (0.00%)         
TwentyEighty Investors LLCBusiness Services 69,786
 $—
 $—
 —%
Equity Investments Total    $—
 $—
 —%
Total investments—non-controlled/affiliated    $15,935
 $14,959
 1.33%
Investments—controlled/affiliatedIndustry 
Interest Rate (2)
 Maturity Date Par Amount/ LLC Interest Cost 
Fair Value (7)
 Percentage of Net Assets
Investment Fund (9.60%) (8)
             
Middle Market Credit Fund, LLC, Mezzanine Loan (2) (5) (9) (14)
Investment Fund L + 9.00%
 6/24/2018 $112,300
 $112,300
 $112,300
 9.99%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest  (5) (14)
Investment Fund 0.001
 3/1/2021 74,501
 74,501
 76,247
 6.78
Investment Fund Total        $186,801
 $188,547
 16.77%
Total investments—controlled/affiliated        $186,801
 $188,547
 16.77%
Total investments        $1,972,033
 $1,964,117
 174.71%


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net Assets
Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,114$5,114 $5,114 0.56 %
Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/20181721045220.06 
Bayside HoldCo, LLC^(6)Healthcare & Pharmaceuticals5/31/20236— — — 
Blackbird Holdco, Inc.^(6)Capital Equipment12/14/20211211,927 11,669 1.29 
Buckeye Parent, LLC^(6)Automotive12/22/2021885885340.00 
Chartis Holding, LLC^(6)Business Services5/1/20194334216070.07 
CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/20163183182470.03 
Cority Software Inc. (Canada)^(6)(7)Software7/2/20192502506590.07 
Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,0001,000 — — 
Diligent Corporation^(6)Telecommunications4/5/20211312,82712,6911.40 
ECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268— 290 0.03 
GB Vino Parent, L.P.^(6)Beverage & Food10/29/202143512930.03 
Integrity Marketing Group, LLC^(6)Diversified Financial Services12/21/202118,05617,87617,5191.93 
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,5001,500 1,060 0.12 
NearU Holdings LLC^(6)Consumer Services8/16/2022252,4701,5820.17 
NEFCO Holding Company LLC^(6)Construction & Building8/5/20221608 608 0.07 
North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,3152,315—— 
Pascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136364 859 0.09 
Picard Parent, Inc.^(6)High Tech Industries9/30/202287,417 7,607 0.84 
Profile Holdings I, LP^(6)Chemicals, Plastics & Rubber3/8/20225523 451 0.05 
Sinch AB (Sweden)^(6)(7)High Tech Industries3/26/2019106 1,168 187 0.02 
Summit K2 Midco, Inc.^(6)Diversified Financial Services4/27/2023121121 124 0.01 
Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/2017221,558 1,598 0.18 
Talon MidCo 1 Limited^(6)Software8/17/20221,0181,456 1,740 0.19 
Tank Holding Corp.^(6)Capital Equipment3/26/2019850— 2,364 0.26 
Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202016,19715,994 15,8331.75 
Turbo Buyer, Inc.^(6)Automotive12/2/20191,9259332,2260.25 
U.S. Legal Support Investment Holdings, LLC^(6)Business Services11/30/20186416416980.08 
W50 Parent LLC^(6)Business Services1/10/20205001901,1750.13 
Zenith American Holding, Inc.^(6)Business Services12/13/20171,5657601,6190.18 
Equity Investments Total$95,126 $95,642 10.56 %
Total investments—non-controlled/non-affiliated$1,609,840 $1,556,390 171.71 %
(1)Unless otherwise indicated, issuers of debt and equity investments held by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2017, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2017, the Company is not an “affiliated person” of any of these portfolio companies.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of September 30, 2017. As of September 30, 2017, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.33%, except for those loans as indicated in Note 16 below.
(3)Loan includes interest rate floor feature.
(4)Denotes that all or a portion of the assets are owned by the Company���s wholly owned subsidiary, TCG BDC SPV LLC (the “SPV”). The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer.
(5)Denotes that all or a portion of the assets are owned by the Company. The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility” and, together with the SPV Credit Facility, the “Facilities”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the SPV or Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”).
(6)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. Equity tranche collateralized loan obligation (“CLO”) fund investments, which are referred to as “structured finance obligations”, are recorded at amortized cost using the effective interest method.
(7)Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, structured finance obligations, equity investments and the investment fund mezzanine loan was determined using significant unobservable inputs.
(8)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)Loan was on non-accrual status as of September 30, 2017.
(11)As of September 30, 2017, the Company has a greater than 25% but less than 50% equity or subordinated notes ownership interest in certain structured finance obligations. These investments have governing documents that preclude the Company from controlling management of the entity and therefore the Company has determined that the issuer of the investment is not a controlled affiliate or a non-controlled affiliate because the investments are not “voting securities”.
(12)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.46%), EIP Merger Sub, LLC (Evolve IP) (3.98%), Legacy.com Inc. (4.13%), Payment Alliance International Inc. (2.70%), Prime Risk Partners, Inc. (3.33%), Product Quest Manufacturing, LLC (3.54%), Reliant Pro Rehab, LLC (nil), Surgical Information Systems, LLC (1.01%) and The Hilb Group, LLC (3.40%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(13)Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400 million term debt securitization completed by the Company on June 26, 2015 (see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.
(14)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details. 
(15)As of September 30, 2017, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

13

TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (2.5% of fair value)
Direct Travel, Inc.^*(2)(3)(12)(13)Leisure Products & ServicesSOFR6.50%, 2.00% PIK14.04%10/14/201610/1/2025$44,184 $43,019 $44,184 4.87 %
Direct Travel, Inc.^(2)(3)(12)(13)(16)Leisure Products & ServicesSOFR6.00%11.42%10/1/202010/1/20253,0152,9283,0150.33 
First Lien Debt Total$45,947 $47,199 5.21 %
Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net 
Assets
Equity Investments (0.3% of fair value)
Direct Travel, Inc.^(6)(12)Leisure Products & Services10/1/202043 $— $5,471 0.60 %
Equity Investments Total$— $5,471 0.60 %
Total investments—non-controlled/affiliated$45,947 $52,670 5.81 %

Investments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC Interest **Cost
Fair
Value (5)
% of Net Assets
Investment Funds (13.5% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment FundsFIXED14.22%14.22%11/3/202012/31/2030$78,122 $78,096 $66,888 7.38 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundsFIXED11.40%11.40%2/29/201612/31/2027193,000 193,001 184,527 20.37 
Middle Market Credit Fund, Mezzanine Loan^(2)(7)(9)(10)Investment FundsSOFR9.00%14.27%6/30/20165/21/2025— — — — 
Investment Funds Total$271,097 $251,415 27.75 %
Total investments—controlled/affiliated$271,097 $251,415 27.75 %
Total Investments$1,926,884 $1,860,475 205.25 %

^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CSL” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Euro (“€”), Canadian Dollar (“C$”) or British Pound (“£”).
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or
Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments    
Achilles Acquisition LLCDelayed Draw 1.00% $4,392
 $(46)
Acrisure, LLCDelayed Draw 1.50
 11,250
 (131)
Advanced Instruments, LLCRevolver 0.50
 1,167
 (3)
AMS Group HoldCo, LLCDelayed Draw 1.00
 5,491
 (69)
AMS Group HoldCo, LLC
Revolver 0.50
 2,315
 (29)
Captive Resources Midco, LLCDelayed Draw 1.50
 3,571
 —
Captive Resources Midco, LLCRevolver 0.50
 2,143
 —
CIP Revolution Holdings, LLCRevolver 0.50
 1,331
 (8)
Continuum Managed Services HoldCo, LLCDelayed Draw 1.00
 1,917
 16
Continuum Managed Services HoldCo, LLCRevolver 0.50
 2,500
 21
DermaRite Industries, LLCRevolver 0.50
 3,848
 (23)
Derm Growth Partners III, LLC (Dermatology Associates)Delayed Draw 1.00
 869
 (5)
Derm Growth Partners III, LLC (Dermatology Associates)Revolver 0.50
 2,420
 (13)
Dimensional Dental Management, LLCDelayed Draw 1.00
 11,478
 (41)
Direct Travel, Inc.Delayed Draw 1.00
 7,309
 (15)
Frontline Technologies Holdings, LLCDelayed Draw 1.00
 7,705
 (15)
FWR Holding CorporationDelayed Draw 1.00
 11,111
 (180)
FWR Holding CorporationRevolver 0.50
 3,221
 (52)
Global Franchise Group, LLCRevolver 0.50
 495
 (1)
National Technical Systems, Inc.Revolver 0.50
 2,500
 (85)
NMI AcquisitionCo, Inc.Revolver 0.50
 1,280
 (15)
OnCourse Learning CorporationRevolver 0.50
 954
 (6)
PMG Acquisition CorporationRevolver 0.50
 2,356
 (5)
Prime Risk Partners, Inc.Delayed Draw 0.50
 863
 (15)
Prime Risk Partners, Inc.Delayed Draw 0.50
 10,744
 (161)
Product Quest Manufacturing, LLCRevolver 0.50
 4,766
 —
PT Intermediate Holdings III, LLC (Parts Town)
Revolver 0.50
 500
 (1)
Superior Health Linens, LLCRevolver 0.50
 2,617
 (25)
T2 Systems, Inc.Revolver 0.50
 1,760
 (15)
The Hilb Group, LLCDelayed Draw 1.00
 9,543
 (89)
TwentyEighty, Inc. (fka Miller Heiman, Inc.)Revolver 0.50
 607
 (9)
Vetcor Professional Practices, LLCDelayed Draw 1.00
 3,175
 20
VRC Companies, LLCDelayed Draw 0.75
 1,805
 (23)
VRC Companies, LLCRevolver 0.50
 903
 (12)
Winchester Electronics CorporationDelayed Draw 1.00
 2,917
 28
Total unfunded commitments    $131,823
 $(1,007)
14
(16)As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(17)As of September 30, 2017, this loan was indexed to the U.S. Prime Rate at 4.25%.
(18)Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company’s outstanding voting securities.



TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2017,2023, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2023, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2023. As of September 30, 2023, the reference rates for our variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, the 180-day SOFR at 5.47%, the daily SONIA at 5.19%, the 30-day EURIBOR at 3.85%, the 90-day EURIBOR at 3.95% and the 30-day CDOR at 5.51%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 3.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment funds was determined using significant unobservable inputs.
(6)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2023, the aggregate fair value of these securities is $101,113, or 11.15% of the Company’s net assets.
(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(8)Loan was on non-accrual status as of September 30, 2023.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, and Note 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the nine months ended September 30, 2023, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2022Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2023Dividend Income
Middle Market Credit Fund II LLC, Member's Interest$72,957 $— $— $— $(6,069)$66,888 $8,328 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
190,065 — — — (5,538)184,527 16,500 
Middle Market Credit Fund, Mezzanine Loan— — — — — — — 
Total investments—controlled/affiliated$263,022 $— $— $— $(11,607)$251,415 $24,828 


(11)     In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(12)    Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company's outstanding voting securities. Transactions related to the portfolio company during the nine months ended September 30, 2023 were as follows:
15
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/affiliatedFair Value as of December 31, 2022Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of September 30, 2023Interest and Other Income
Direct Travel, Inc.$42,636 $1,007 $— $— $541 $44,184 $4,326 
Direct Travel, Inc.2,731 314 — — (30)3,015 280 
Direct Travel, Inc. (Equity)— — — — 5,471 5,471 — 
Total investments—non-controlled/affiliated$45,367 $1,321 $— $— $5,982 $52,670 $4,606 

(13)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
(14)Loan is in forbearance as of September 30, 2023.
(15)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(16)As of September 30, 2023, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLCDelayed Draw1.00%$2,878 $(232)
ADPD Holdings, LLCRevolver0.50621 (50)
Advanced Web Technologies Holding CompanyRevolver0.50985 (2)
Alpine Acquisition Corp IIRevolver0.502,068 (96)
Apex Companies Holdings, LLCDelayed Draw1.002,305 (15)
Applied Technical Services, LLCDelayed Draw1.00240 1 
Applied Technical Services, LLCRevolver0.5032 — 
Appriss Health, LLCRevolver0.502,963 (26)
Ascend Buyer, LLCRevolver0.501,284 (18)
Associations, Inc.Revolver0.50723 — 
Atlas AU Bidco Pty Ltd (Australia)Revolver0.50268 3 
Avalara, Inc.Revolver0.502,250 34 
Bayside OPCP, LLCRevolver0.501,623 — 
BlueCat Networks, Inc. (Canada)Delayed Draw1.00195 (3)
Bradyifs Holdings, LLCRevolver0.50661 (2)
CD&R Madison Parent Ltd (United Kingdom)Delayed Draw1.50£271 3 
Celerion Buyer, Inc.Delayed Draw1.00499 5 
Celerion Buyer, Inc.Revolver0.50249 2 
Chartis Holding, LLCRevolver0.50170 — 
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
CircusTrix Holdings, LLCDelayed Draw1.001,613 (40)
CircusTrix Holdings, LLCRevolver0.50806 (20)
CoreWeave Compute Acquisition Co. II, LLCDelayed Draw1.001,937 (34)
16
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Cority Software Inc. (Canada)Revolver0.50%$3,000 $(10)
Coupa Holdings, LLCDelayed Draw1.00771 16 
Coupa Holdings, LLCRevolver0.50591 12 
CPI Intermediate Holdings, Inc.Delayed Draw1.00927 (12)
CST Holding CompanyRevolver0.50470 2 
Denali Midco 2, LLCDelayed Draw1.00876 (18)
Diligent CorporationRevolver0.5028 — 
Direct Travel, Inc.Delayed Draw0.501,373 — 
Dwyer Instruments, Inc.Delayed Draw1.00161 — 
Dwyer Instruments, Inc.Revolver0.50876 1 
Eliassen Group, LLCDelayed Draw1.002,668 (11)
Ellkay, LLCRevolver0.501,786 (124)
EPS Nass Parent, Inc.Revolver0.5010 — 
Excel Fitness Holdings, Inc.Revolver0.50891 (16)
Excelitas Technologies Corp.Delayed Draw1.0099 (1)
Excelitas Technologies Corp.Revolver0.50150 (2)
FPG Intermediate Holdco, LLCDelayed Draw1.003,973 (49)
Greenhouse Software, Inc.Revolver0.502,204 (16)
Hadrian Acquisition Limited (United Kingdom)Delayed Draw2.33£1,842 (11)
Harbour Benefit Holdings, Inc.Revolver0.503,180 (23)
Heartland Home Services, Inc.Revolver0.50619 (8)
Hercules Borrower LLCRevolver0.502,045 — 
Hoosier Intermediate, LLCRevolver0.502,400 (187)
HS Spa Holdings Inc.Revolver0.501,079 (7)
iCIMS, Inc.Delayed Draw—6,015 (14)
iCIMS, Inc.Revolver0.502,026 (5)
IQN Holding Corp.Delayed Draw1.00395 2 
IQN Holding Corp.Revolver0.50489 3 
Jeg's Automotive, LLCDelayed Draw1.004,167 (617)
Kaseya, Inc.Delayed Draw1.001,076 (6)
Kaseya, Inc.Revolver0.501,541 (8)
Lifelong Learner Holdings, LLCRevolver0.502 — 
LVF Holdings, Inc.Revolver0.502,919 (47)
Material Holdings, LLCDelayed Draw—881 (45)
Material Holdings, LLCRevolver1.00652 (33)
Medical Manufacturing Technologies, LLCRevolver0.50661 (5)
17
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
NEFCO Holding Company LLCDelayed Draw1.00%$369 $— 
NEFCO Holding Company LLCRevolver0.50433 — 
NMI AcquisitionCo, Inc.Revolver0.501,280 (11)
North Haven Fairway Buyer, LLCRevolver0.501,154 (25)
North Haven Stallone Buyer, LLCDelayed Draw1.0087 (1)
Oak Purchaser, Inc.Delayed Draw0.501,354 (37)
Oak Purchaser, Inc.Revolver0.50584 (16)
Oranje Holdco, Inc.Revolver0.501,006 3 
Pestco Intermediate, LLCDelayed Draw2.001,387 (24)
Pestco Intermediate, LLCRevolver0.50238 (4)
PF Atlantic Holdco 2, LLCDelayed Draw1.007,448 (15)
PF Atlantic Holdco 2, LLCRevolver0.501,241 (3)
Prophix Software Inc. (Canada)Delayed Draw—379 — 
Prophix Software Inc. (Canada)Revolver0.501,993 — 
Pushpay USA Inc.Revolver0.501,235 (15)
PXO Holdings I Corp.Delayed Draw1.00885 (22)
PXO Holdings I Corp.Revolver0.501,315 (33)
QNNECT, LLCDelayed Draw1.001,325 15 
Radwell Parent, LLCRevolver0.381,116 4 
RSC Acquisition, Inc.Revolver0.50462 (4)
Sapphire Convention, Inc.Revolver0.504,188 (13)
SCP Eye Care HoldCo, LLCDelayed Draw1.0021 — 
SCP Eye Care HoldCo, LLCRevolver0.509 — 
Smarsh Inc.Delayed Draw1.00816 (8)
Smarsh Inc.Revolver0.50408 (4)
Spotless Brands, LLCDelayed Draw1.0015,000 92 
Spotless Brands, LLCRevolver0.501,096 (3)
Summit Acquisition, Inc.Delayed Draw1.001,374 (13)
Summit Acquisition, Inc.Revolver0.50687 (6)
Tank Holding Corp.Revolver0.38359 (11)
The Carlstar Group LLCRevolver0.503,657 20 
Trader Corporation (Canada)Revolver0.50C$906 11 
Tufin Software North America, Inc.Delayed Draw—324 (7)
Tufin Software North America, Inc.Revolver0.501,339 (28)
Turbo Buyer, Inc.Delayed Draw1.002,967 (36)
Turbo Buyer, Inc.Revolver0.501,217 (15)
18
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
U.S. Legal Support, Inc.Delayed Draw0.50%$1,449 $(18)
U.S. Legal Support, Inc.Revolver0.50735 (9)
Wineshipping.com LLCDelayed Draw1.001,609 (85)
Wineshipping.com LLCRevolver0.50477 (25)
Total unfunded commitments$141,668 $(2,075)


19
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2023
(dollar amounts in thousands) (unaudited)
As of September 30, 2023, investments at fair value consisted of the following:
TypeTypeAmortized CostFair Value% of Fair Value
TypeAmortized Cost Fair Value % of Fair Value
First Lien Debt (excluding First Lien/Last Out)$1,264,114
 $1,259,983
 64.15%
First Lien/Last Out Unitranche237,751
 230,667
 11.74
First Lien DebtFirst Lien Debt$1,319,570 $1,270,972 68.4 %
Second Lien Debt266,604
 268,783
 13.69
Second Lien Debt241,091 236,975 12.7 
Structured Finance Obligations6,436
 2,585
 0.13
Equity Investments10,327
 13,552
 0.69
Equity Investments95,126 101,113 5.4 
Investment Fund186,801
 188,547
 9.60
Investment FundsInvestment Funds271,097 251,415 13.5 
Total$1,972,033
 $1,964,117
 100.00%Total$1,926,884 $1,860,475 100.0 %
The rate type of debt investments at fair value as of September 30, 20172023 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,542,798 $1,489,849 98.8 %
Fixed Rate17,863 18,098 1.2 
Total$1,560,661 $1,507,947 100.0 %
Rate TypeAmortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate$1,746,522
 $1,738,280
 98.80%
Fixed Rate21,947
 21,153
 1.20
Total$1,768,469
 $1,759,433
 100.00%


The industry composition of investments at fair value as of September 30, 20172023 was as follows:
IndustryAmortized Cost Fair Value % of Fair Value
Aerospace & Defense$70,540
 $69,811
 3.55%
Automotive20,359
 20,832
 1.06
Banking, Finance, Insurance & Real Estate211,737
 213,944
 10.89
Beverage, Food & Tobacco48,810
 49,319
 2.51
Business Services161,167
 161,286
 8.21
Capital Equipment35,240
 35,850
 1.83
Chemicals, Plastics & Rubber32,801
 33,315
 1.70
Construction & Building24,460
 24,620
 1.25
Consumer Services104,289
 105,335
 5.36
Containers, Packaging & Glass47,331
 37,572
 1.91
Durable Consumer Goods57,945
 59,010
 3.00
Energy: Electricity43,688
 41,590
 2.12
Energy: Oil & Gas13,636
 13,296
 0.68
Environmental Industries53,403
 53,785
 2.74
Forest Products & Paper50,420
 52,164
 2.66
Healthcare & Pharmaceuticals211,829
 214,548
 10.92
High Tech Industries146,723
 149,993
 7.64
Hotel, Gaming & Leisure47,195
 45,316
 2.31
Investment Fund186,801
 188,547
 9.60
Media: Advertising, Printing & Publishing34,894
 35,229
 1.79
Metals & Mining7,905
 7,926
 0.40
Non-durable Consumer Goods41,624
 35,324
 1.80
Software38,832
 39,205
 2.00
Sovereign & Public Finance1,784
 1,824
 0.09
Structured Finance6,436
 2,585
 0.13
Telecommunications89,248
 88,577
 4.51
Transportation: Cargo83,115
 83,771
 4.27
Transportation: Consumer36,500
 36,967
 1.88
Wholesale63,321
 62,576
 3.19
Total$1,972,033
 $1,964,117
 100.00%
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$110,170 $102,601 5.5 %
Automotive83,353 81,404 4.4 
Beverage & Food69,283 65,422 3.5 
Business Services105,697 106,116 5.8 
Capital Equipment56,411 59,347 3.2 
Chemicals, Plastics & Rubber68,500 66,130 3.6 
Construction & Building24,613 24,747 1.3 
Consumer Goods: Durable5,343 5,676 0.3 
Consumer Goods: Non-Durable4,804 4,969 0.3 
Consumer Services82,510 80,797 4.4 
Containers, Packaging & Glass45,718 39,438 2.1 
Diversified Financial Services90,107 89,819 4.8 
Energy: Oil & Gas35,891 36,031 1.9 
Environmental Industries39,680 39,729 2.1 
Healthcare & Pharmaceuticals237,820 210,518 11.4 
High Tech Industries138,259 138,070 7.4 
Investment Funds271,097 251,415 13.5 
Leisure Products & Services122,493 124,835 6.7 
Media: Advertising, Printing & Publishing14,965 15,118 0.8 
Retail29,978 30,419 1.6 
Software181,407 182,652 9.8 

20

TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 20172023
(dollar amounts in thousands)
(unaudited)

IndustryAmortized CostFair Value% of Fair Value
Sovereign & Public Finance$182 $601 0.0 %
Telecommunications78,656 74,549 4.0 
Transportation: Cargo8,746 8,431 0.5 
Utilities: Electric922 917 0.0 
Wholesale20,279 20,724 1.1 
$1,926,884 $1,860,475 100.0 %
The geographical composition of investments at fair value as of September 30, 20172023 was as follows:
GeographyAmortized CostFair Value% of Fair Value
Australia$2,803 $2,922 0.2 %
Canada47,895 48,847 2.6 
Luxembourg41,400 39,331 2.1 
Sweden1,168 187 0.0 
United Kingdom75,510 71,657 3.9 
United States1,758,108 1,697,531 91.2 
Total$1,926,884 $1,860,475 100.0 %
GeographyAmortized Cost Fair Value % of Fair Value
Cayman Islands$6,436
 $2,585
 0.13%
United Kingdom13,636
 13,296
 0.68
United States1,951,961
 1,948,236
 99.19
Total$1,972,033
 $1,964,117
 100.00%


The accompanying notes are an integral part of these unaudited consolidated financial statements.

21

TCG BDC,
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
First Lien Debt (66.3% of fair value)
ADPD Holdings, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.00%10.37%8/16/20228/15/2028$9,913 $9,651 $9,571 1.04 %
Advanced Web Technologies Holding Company^*(2)(3)(14)Containers, Packaging & GlassLIBOR6.25%10.67%12/17/202012/17/20269,315 9,144 9,196 1.00 
Airnov, Inc.^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.00%9.75%12/20/201912/19/20252,035 2,013 2,019 0.22 
Allied Universal Holdco LLC^(2)(3)(15)Business ServicesLIBOR3.75%8.17%2/17/20215/14/2028493 494 467 0.05 
Alpine Acquisition Corp II^*(2)(3)(14)(15)Transportation: CargoSOFR5.50%9.76%4/19/202211/30/20267,597 7,406 7,188 0.78 
American Physician Partners, LLC^*(2)(3)(15)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%1/7/20198/5/202230,121 30,125 26,002 2.83 
American Physician Partners, LLC^(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%12/16/20222/15/2023799 764 751 0.08 
Analogic Corporation^*(2)(3)(14)Capital EquipmentLIBOR5.25%9.67%6/22/20186/22/20242,462 2,449 2,402 0.26 
Applied Technical Services, LLC^(2)(3)(14)Business ServicesLIBOR5.75%10.52%12/29/202012/29/2026533 524 531 0.06 
Appriss Health, LLC^(2)(3)(14)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20215/6/202736,831 36,218 35,303 3.85 
Apptio, Inc.^(2)(3)(14)SoftwareLIBOR6.00%9.94%1/10/20191/10/20256,604 6,544 6,604 0.72 
Ascend Buyer, LLC^*(2)(3)(14)(15)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20219/30/20283,420 3,342 3,338 0.36 
Associations, Inc.^(2)(3)(14)Construction & BuildingSOFR4.00%, 2.50% PIK11.04%7/2/20217/2/202712,854 12,754 12,451 1.36 
Atlas AU Bidco Pty Ltd (Australia)^(2)(3)(7)(14)High Tech IndustriesSOFR7.25%11.48%12/15/202212/12/20292,890 2,796 2,796 0.31 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareLIBOR6.00%10.32%12/24/201912/24/202632,158 31,649 30,389 3.31 
Avalara, Inc.^(2)(3)(14)Diversified Financial ServicesSOFR7.25%11.83%10/19/202210/19/202822,500 21,898 21,752 2.37 
Barnes & Noble, Inc.^(2)(3)(11)(15)RetailSOFR8.31%12.73%8/7/201912/20/202627,848 27,073 26,771 2.92 
BlueCat Networks, Inc. (Canada)^(2)(3)(7)(14)High Tech IndustriesSOFR4.00%, 2.00% PIK10.46%8/8/20228/8/20283,198 3,126 3,092 0.34 
BMS Holdings III Corp.^(2)(3)(14)Construction & BuildingLIBOR5.50%10.23%9/30/20199/30/20264,832 4,688 4,658 0.51 
Bradyifs Holdings, LLC^*(2)(3)(14)(15)WholesaleSOFR6.25%10.83%2/21/202011/22/202512,884 12,650 12,720 1.39 
Bubbles Bidco S.P.A. (Italy)^(2)(7)(14)Consumer Goods: Non-DurableLIBOR9.25% (100% PIK)11.38%10/20/202110/20/2028€5,189 5,815 5,505 0.60 
Bubbles Bidco S.P.A. (Italy)^(2)(7)(14)Consumer Goods: Non-DurableLIBOR6.25%8.38%10/20/202110/20/2028€— — (40)0.00 
Celerion Buyer, Inc.^*(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.50%10.64%11/3/202211/3/20293,152 3,056 3,054 0.33 
Chartis Holding, LLC^*(2)(3)(14)Business ServicesLIBOR5.00%9.77%5/1/20195/1/2025687 679 680 0.07 
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (80.09%)             
Access CIG, LLC (2) (3) (4) (13)
Business Services L + 5.00% (1.00% Floor) 10/17/2021 $18,335
 $18,222
 $18,335
 2.40%
Advanced Instruments, LLC (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals L + 5.25% (1.00% Floor) 10/31/2022 22,500
 22,019
 22,252
 2.91
AF Borrower LLC (Accuvant) (2) (3) (4)
High Tech Industries L + 5.25% (1.00% Floor) 1/28/2022 16,113
 15,923
 16,113
 2.11
Alpha Packaging Holdings, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 5/12/2020 11,322
 11,313
 11,322
 1.48
Anaren, Inc. (2) (3) (4) (13)
Telecommunications L + 4.50% (1.00% Floor) 2/18/2021 10,869
 10,800
 10,869
 1.42
Audax AAMP Holdings, Inc. (2) (3) (4) (13)
Durable Consumer Goods L + 6.00% (1.00% Floor) 6/24/2017 10,424
 10,400
 10,348
 1.35
BAART Programs, Inc. (2) (4) (16)
Healthcare & Pharmaceuticals L + 7.75% (0.00% Floor) 10/9/2021 7,406
 7,355
 7,534
 0.99
Brooks Equipment Company, LLC (2) (3) (4) (13)
Construction & Building L + 5.00% (1.00% Floor) 8/29/2020 6,694
 6,657
 6,683
 0.87
Capstone Logistics Acquisition, Inc. (2) (3) (4) (13)
Transportation: Cargo L + 4.50% (1.00% Floor) 10/7/2021 19,478
 19,337
 19,212
 2.51
Captive Resources Midco, LLC (2) (3) (4) (13) (15)
Banking, Finance, Insurance & Real Estate L + 5.75% (1.00% Floor) 6/30/2020 29,050
 28,683
 29,009
 3.80
Central Security Group, Inc. (2) (3) (4) (13) (16)
Consumer Services L + 5.63% (1.00% Floor) 10/6/2020 28,658
 28,300
 28,557
 3.74
CIP Revolution Holdings, LLC (2) (3) (5) (15)
Media: Advertising, Printing & Publishing L + 6.00% (1.00% Floor) 8/19/2021 16,500
 16,325
 16,585
 2.17
Colony Hardware Corporation (2) (3) (4) (13)
Construction & Building L + 6.00% (1.00% Floor) 10/23/2021 17,038
 16,806
 17,038
 2.23
Datapipe, Inc. (2) (3) (13) (16)
Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,750
 9,666
 9,764
 1.28
Dent Wizard International Corporation (2) (3) (4) (13) (16)
Automotive L + 4.75% (1.00% Floor) 4/7/2020 7,216
 7,190
 7,216
 0.94
Derm Growth Partners III, LLC (Dermatology Associates) (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals L + 6.50% (1.00% Floor) 5/31/2022 32,929
 32,393
 32,958
 4.31
Dimensional Dental Management, LLC (2) (3) (5) (12) (15)
Healthcare & Pharmaceuticals L + 7.00% (1.00% Floor) 2/12/2021 18,000
 17,601
 17,811
 2.33
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (5) (15)
Construction & Building L + 4.50% (1.00% Floor) 4/4/2022 —
 (60) (30) —
Direct Travel, Inc. (2) (3) (4) (5) (13) (15)
Hotel, Gaming & Leisure L + 6.50% (1.00% Floor) 12/1/2021 12,842
 12,420
 12,712
 1.66
EIP Merger Sub, LLC (Evolve IP) (2) (3) (5) (12)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 23,750
 23,098
 23,242
 3.04
Emerging Markets Communications, LLC (2) (3) (4) (8) (13)
Telecommunications L + 5.75% (1.00% Floor) 7/1/2021 17,730
 16,299
 17,730
 2.32
EP Minerals, LLC (2) (3) (4) (13)
Metals & Mining L + 4.50% (1.00% Floor) 8/20/2020 10,264
 10,232
 10,259
 1.34
FCX Holdings Corp. (2) (3) (4) (13) (16)
Capital Equipment L + 4.50% (1.00% Floor) 8/4/2020 9,856
 9,852
 9,856
 1.29
Genex Holdings, Inc. (2) (3) (13) (16)
Banking, Finance, Insurance & Real Estate L + 4.25% (1.00% Floor) 5/30/2021 4,200
 4,187
 4,196
 0.55
Global Software, LLC (2) (3) (4) (13) (16)
High Tech Industries L + 5.50% (1.00% Floor) 5/2/2022 16,163
 15,880
 16,163
 2.12
Green Energy Partners/Stonewall LLC (2) (3) (5) (13)
Energy: Electricity L + 5.50% (1.00% Floor) 11/13/2021 16,600
 16,475
 16,598
 2.17
Green Plains II LLC (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco L + 7.00% (1.00% Floor) 10/3/2022 15,205
 15,059
 15,379
 2.01
22


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(14)
(15)		SoftwareSOFR4.50%8.57%8/30/20188/30/2024$462 $461 $455 0.05 %
CircusTrix Holdings, LLC^*(2)(3)Leisure Products & ServicesLIBOR5.50%9.88%2/2/20181/16/202410,555 10,542 10,476 1.14 
CircusTrix Holdings, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%9.88%1/8/20217/16/2023557 500 557 0.06 
Comar Holding Company, LLC^*(2)(3)(14)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20186/18/202427,638 27,461 26,671 2.91 
Cority Software Inc. (Canada)^*(2)(3)(7)(14)SoftwareSOFR5.50%9.17%7/2/20197/2/202610,409 10,266 10,277 1.12 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareSOFR7.50%11.06%9/3/20207/2/20261,860 1,823 1,848 0.20 
CPI Intermediate Holdings, Inc.^*(2)(3)(14)TelecommunicationsSOFR5.50%9.68%10/6/202210/6/20293,872 3,790 3,776 0.41 
CST Holding Company^*(2)(3)(14)(15)Consumer Goods: Non-DurableSOFR6.75%10.97%11/1/202211/1/20285,031 4,871 4,868 0.53 
DCA Investment Holding LLC^*(2)(3)(14)Healthcare & PharmaceuticalsSOFR6.41%10.46%3/11/20214/3/202814,288 14,137 13,523 1.47 
Denali Midco 2, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.92%9/15/202212/22/20277,696 7,411 7,317 0.80 
DermaRite Industries, LLC^*(2)(3)(8)Healthcare & PharmaceuticalsLIBOR7.00%8.00%3/3/20176/30/202320,767 20,202 9,261 1.01 
Dermatology Associates^(2)(3)(15)Healthcare & PharmaceuticalsSOFR6.25% (100% PIK)10.80%5/31/20163/31/202327,548 27,548 27,523 3.00 
Dermatology Associates^(2)(3)(8)(11)Healthcare & PharmaceuticalsSOFR11.40% (100% PIK)12.77%5/31/20163/31/202338,724 24,963 27,526 3.00 
Diligent Corporation^(2)(3)(14)TelecommunicationsLIBOR6.25%10.63%8/4/20208/4/2025659 647 630 0.07 
Dwyer Instruments, Inc.^*(2)(3)(14)Capital EquipmentLIBOR6.00%10.74%7/21/20217/21/20273,851 3,777 3,774 0.41 
Eliassen Group, LLC^*(2)(3)(14)Business ServicesSOFR5.50%10.07%4/14/20224/14/20281,580 1,515 1,523 0.17 
Ellkay, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR6.25%11.00%9/14/20219/14/202714,107 13,849 13,540 1.48 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsSOFR2.50%, 5.25% PIK11.84%6/1/20176/1/202426,559 26,522 22,753 2.48 
EPS Nass Parent, Inc.^(2)(3)(14)Utilities: ElectricLIBOR5.75%10.48%4/19/20214/19/2028922 906 877 0.10 
EvolveIP, LLC^*(2)(3)(14)(15)TelecommunicationsSOFR5.50%10.09%11/26/20196/7/20255,556 5,554 5,447 0.59 
Excel Fitness Holdings, Inc.^*(2)(3)(14)(15)Leisure Products & ServicesSOFR5.25%10.25%4/29/20224/29/20296,671 6,541 6,344 0.69 
Excelitas Technologies Corp.^(2)(3)(14)(15)Capital EquipmentSOFR5.75%10.12%8/12/20228/12/20293,174 3,107 3,046 0.33 
Excelitas Technologies Corp.^(2)Capital EquipmentEURIBOR5.75%7.55%8/12/20228/12/2029€1,275 1,284 1,317 0.14 
FPG Intermediate Holdco, LLC^(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.92%8/5/20223/5/2027427 347 235 0.03 
23
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (80.09%) (continued)             
Hummel Station LLC (2) (3) (5) (13) (16)
Energy: Electricity L + 6.00% (1.00% Floor) 10/27/2022 $21,000
 $20,308
 $20,160
 2.64%
Imagine! Print Solutions, LLC (2) (3) (4) (13)
Media: Advertising, Printing & Publishing L + 6.00% (1.00% Floor) 3/30/2022 18,461
 18,213
 18,603
 2.43
Imperial Bag & Paper Co. LLC (2) (3) (4) (13) (16)
Forest Products & Paper L + 6.00% (1.00% Floor) 1/7/2022 24,074
 23,752
 23,924
 3.13
Indra Holdings Corp. (Totes Isotoner) (2) (3) (5) (13)
Non-durable Consumer Goods L + 4.25% (1.00% Floor) 5/1/2021 14,224
 14,130
 10,553
 1.38
International Medical Group, Inc. (2) (3) (5) (12)
Banking, Finance, Insurance & Real Estate L + 6.50% (1.00% Floor) 10/30/2020 30,000
 29,505
 30,237
 3.96
Jackson Hewitt Inc. (2) (3) (4) (13)
Retail L + 7.00% (1.00% Floor) 7/30/2020 8,758
 8,625
 8,320
 1.09
Metrogistics LLC (2) (3) (4) (5) (13)
Transportation: Cargo L + 6.50% (1.00% Floor) 9/30/2022 15,200
 14,986
 15,094
 1.98
MSX International, Inc. (2) (3) (4) (13)
Automotive L + 5.00% (1.00% Floor) 8/21/2020 8,940
 8,882
 8,940
 1.17
National Technical Systems, Inc. (2) (3) (4) (13) (15)
Aerospace & Defense L + 6.25% (1.00% Floor) 6/12/2021 25,123
 24,854
 23,927
 3.13
NES Global Talent Finance US LLC (United Kingdom) (2) (3) (4) (8) (13)
Energy: Oil & Gas L + 5.50% (1.00% Floor) 10/3/2019 11,250
 11,132
 10,911
 1.43
OnCourse Learning Corporation (2) (3) (4) (5) (13) (15) (16)
Consumer Services L + 6.50% (1.00% Floor) 9/12/2021 26,141
 25,770
 26,220
 3.43
Paradigm Acquisition Corp. (2) (3) (4) (13)
Business Services L + 5.00% (1.00% Floor) 6/2/2022 23,246
 22,963
 23,223
 3.04
Pelican Products, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 4/11/2020 7,643
 7,654
 7,593
 0.99
Plano Molding Company, LLC (2) (3) (4) (5) (13)
Hotel, Gaming & Leisure L + 7.00% (1.00% Floor) 5/12/2021 18,163
 18,030
 17,302
 2.26
PPT Management Holdings, LLC (2) (3) (5)
Healthcare & Pharmaceuticals L + 6.00% (1.00% Floor) 12/16/2022 22,500
 22,288
 22,426
 2.93
Premier Senior Marketing, LLC (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate L + 5.00% (1.00% Floor) 7/1/2022 3,741
 3,690
 3,741
 0.49
Product Quest Manufacturing, LLC (2) (3) (4) (5) (12)
Containers, Packaging & Glass L + 5.75% (1.00% Floor) 9/9/2020 28,000
 27,565
 25,838
 3.38
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (4)
Wholesale L + 4.50% (1.00% Floor) 1/28/2020 10,798
 10,739
 8,101
 1.06
PSC Industrial Holdings Corp (2) (3) (4) (13)
Environmental Industries L + 4.75% (1.00% Floor) 12/5/2020 11,760
 11,679
 11,290
 1.48
PSI Services LLC (2) (3) (4) (5) (12) (16)
Business Services L + 6.75% (1.00% Floor) 2/27/2021 32,705
 32,022
 34,784
 4.56
PT Intermediate Holdings III, LLC (Parts Town) (2) (3) (4) (5) (13) (15)
Wholesale L + 6.50% (1.00% Floor) 6/23/2022 17,417
 17,215
 17,563
 2.30
QW Holding Corporation (Quala) (2) (3) (4) (5) (13)
Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 29,925
 29,084
 30,009
 3.93
Reliant Pro Rehab, LLC (2) (3) (5) (12)
Healthcare & Pharmaceuticals L + 10.00% (1.00% Floor) 12/29/2017 22,331
 22,024
 22,331
 2.92
SolAero Technologies Corp. (2) (3) (4) (5)
Telecommunications L + 5.25% (1.00% Floor) 12/10/2020 19,677
 19,541
 18,901
 2.47
Superior Health Linens, LLC (2) (3) (4) (5) (13) (15)
Business Services L + 6.50% (1.00% Floor) 9/30/2021 19,206
 18,891
 19,068
 2.50
T2 Systems, Inc. (2) (3) (4) (5) (13) (15) (16)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 22,950
 22,333
 23,208
 3.04
T2 Systems Canada, Inc. (2) (3) (5) (16)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 4,050
 3,952
 4,090
 0.54


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Greenhouse Software, Inc.^(2)(3)(14)SoftwareSOFR7.00%11.58%3/1/20219/1/2028$32,796 $32,066 $31,504 3.43 %
Guidehouse LLP^(2)(3)Sovereign & Public FinanceLIBOR6.25%10.63%9/30/202210/16/202880 78 78 0.01 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)Diversified Financial ServicesSONIA5.26%, 3.47% PIK12.16%2/28/20222/28/2029£14,676 19,100 17,343 1.89 
Hadrian Acquisition Limited (United Kingdom)^(2)(3)(7)(14)Diversified Financial ServicesSONIA5.00%, 2.75% PIK11.18%2/28/20222/28/2029£3,580 4,094 4,171 0.45 
Harbour Benefit Holdings, Inc.^*(2)(3)(14)Business ServicesLIBOR5.25%9.95%12/13/201712/13/20243,000 2,977 2,963 0.32 
Heartland Home Services, Inc.^*(2)(3)(14)Consumer ServicesLIBOR5.75%10.10%2/10/202212/15/20269,538 9,414 9,275 1.01 
Heartland Home Services, Inc.^*(2)(3)(14)Consumer ServicesLIBOR6.00%10.38%12/15/202012/15/20267,189 7,125 7,114 0.78 
Hercules Borrower LLC^*(2)(3)(14)Environmental IndustriesLIBOR6.50%10.67%12/14/202012/14/202618,497 18,097 17,818 1.94 
Higginbotham Insurance Agency, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/202011/25/2026451 446 441 0.05 
Hoosier Intermediate, LLC^*(2)(3)(14)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/202111/15/202810,709 10,497 10,037 1.09 
HS Spa Holdings Inc.^(2)(3)(14)Consumer ServicesSOFR5.75%10.45%6/2/20226/2/20298,605 8,422 8,336 0.91 
iCIMS, Inc.^(2)(3)(14)SoftwareSOFR7.25%11.52%8/18/20228/18/202825,540 25,075 24,272 2.65 
Infront Luxembourg Finance S.À R.L. (Luxembourg)^(2)(7)Leisure Products & ServicesLIBOR9.00%10.95%5/28/20215/28/2027€8,250 9,804 8,677 0.95 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%12/3/20218/27/2025429 425 414 0.05 
IQN Holding Corp.^(2)(3)(14)Business ServicesSOFR5.25%9.64%5/2/20225/2/20296,823 6,749 6,699 0.73 
Jeg's Automotive, LLC^*(2)(3)(14)AutomotiveLIBOR6.00%10.75%12/22/202112/22/202720,624 20,200 19,131 2.09 
K2 Insurance Services, LLC^*(2)(3)(14)Diversified Financial ServicesLIBOR5.00%9.73%7/3/20197/1/20263,330 3,283 3,288 0.36 
Kaseya, Inc.^(2)(3)(14)High Tech IndustriesSOFR5.75%10.33%6/23/20226/23/202935,453 34,726 34,323 3.74 
Lifelong Learner Holdings, LLC^*(2)(3)(14)Business ServicesLIBOR5.75%10.16%10/18/201910/18/202625,965 25,657 24,347 2.65 
LinQuest Corporation*(2)(3)Aerospace & DefenseLIBOR5.75%9.10%7/28/20217/28/20289,875 9,710 8,927 0.97 
Liqui-Box Holdings, Inc.^(2)(3)(14)Containers, Packaging & GlassLIBOR4.50%8.35%6/3/20196/3/20242,034 2,025 2,034 0.22 
LVF Holdings, Inc.^*(2)(3)(14)Beverage & FoodLIBOR6.25%10.98%6/10/20216/10/202741,295 40,564 38,735 4.22 
Material Holdings, LLC^*(2)(3)(14)Business ServicesSOFR6.00%10.67%8/19/20218/19/20278,082 7,944 7,655 0.83 
Maverick Acquisition, Inc.^*(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20216/1/202735,622 35,069 29,595 3.24 
Medical Manufacturing Technologies, LLC^*(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR5.50%10.18%12/23/202112/23/202728,900 28,368 28,308 3.09 
NEFCO Holding Company LLC^*(2)(3)(14)(15)Construction & BuildingSOFR6.50%10.95%8/5/20228/5/20285,525 5,389 5,385 0.59 
NMI AcquisitionCo, Inc.^*(2)(3)(14)High Tech IndustriesLIBOR5.75%10.13%9/6/20179/6/202539,913 39,860 38,845 4.23 
24
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
First Lien Debt (80.09%) (continued)             
Teaching Strategies, LLC (2) (3) (4) (13)
Media: Advertising, Printing & Publishing L + 5.50% (0.50% Floor) 10/1/2019 $13,369
 $13,333
 $13,369
 1.75%
The Hilb Group, LLC (2) (3) (5) (12) (15)
Banking, Finance, Insurance & Real Estate L + 6.50% (1.00% Floor) 6/24/2021 29,682
 29,113
 29,826
 3.90
The SI Organization, Inc. (2) (3) (4) (13)
Aerospace & Defense L + 4.75% (1.00% Floor) 11/23/2019 8,574
 8,527
 8,676
 1.15
The Topps Company, Inc. (2) (3) (4) (13)
Non-durable Consumer Goods L + 6.00% (1.25% Floor) 10/2/2020 18,707
 18,629
 18,795
 2.46
TruckPro, LLC (2) (3) (4) (13) (16)
Automotive L + 5.00% (1.00% Floor) 8/6/2018 9,292
 9,267
 9,262
 1.21
Tweddle Group, Inc. (2) (3) (4) (13)
Media: Advertising, Printing & Publishing L + 6.00% (1.00% Floor) 10/24/2022 16,200
 15,885
 16,114
 2.11
TwentyEighty, Inc. (fka Miller Heiman, Inc.) (2) (3) (5) (10) (13)
Business Services L + 6.00% (1.00% Floor) 9/30/2019 18,719
 18,571
 7,628
 1.00
U.S. Farathane, LLC (2) (3) (4) (13)
Automotive L + 4.75% (1.00% Floor) 12/23/2021 1,925
 1,895
 1,925
 0.25
U.S. TelePacific Holdings Corp. (2) (3) (5)
Telecommunications L + 8.50% (1.00% Floor) 2/24/2021 30,000
 29,149
 29,853
 3.91
Vetcor Professional Practices, LLC (2) (3) (4) (5) (13) (15)
Consumer Services L + 6.25% (1.00% Floor) 4/20/2021 25,001
 24,623
 25,164
 3.29
Violin Finco S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (8) (13)
Business Services L + 4.75% (1.00% Floor) 12/20/2019 10,065
 10,012
 10,058
 1.32
Vistage Worldwide, Inc. (2) (3) (4) (13) (16)
Business Services L + 5.50% (1.00% Floor) 8/19/2021 28,757
 28,524
 28,688
 3.75
Vitera Healthcare Solutions, LLC (2) (3) (4) (13)
Healthcare & Pharmaceuticals L + 5.00% (1.00% Floor) 11/4/2020 9,104
 9,050
 9,078
 1.19
Winchester Electronics Corporation (2) (3) (4) (5) (13) (15)
Capital Equipment L + 6.50% (1.00% Floor) 6/30/2022 27,367
 26,959
 27,460
 3.59
Zest Holdings, LLC (2) (3) (4) (13)
Durable Consumer Goods L + 4.75% (1.00% Floor) 8/16/2020 9,530
 9,530
 9,584
 1.25
First Lien Debt Total        $1,145,326
 $1,139,548
 149.13%
Second Lien Debt (12.08%)             
AF Borrower LLC (Accuvant) (2) (3) (5)
High Tech Industries L + 9.00% (1.00% Floor) 1/30/2023 $8,000
 $7,934
 $8,000
 1.05%
AIM Group USA Inc. (2) (3) (5) (13)
Aerospace & Defense L + 9.00% (1.00% Floor) 8/2/2022 23,000
 22,701
 23,196
 3.04
AmeriLife Group, LLC (2) (3) (5)
Banking, Finance, Insurance & Real Estate L + 8.75% (1.00% Floor) 1/10/2023 20,000
 19,656
 19,208
 2.51
Argon Medical Devices, Inc. (2) (3) (4) (5)
Healthcare & Pharmaceuticals L + 9.50% (1.00% Floor) 6/23/2022 24,000
 23,363
 24,233
 3.17
Berlin Packaging L.L.C. (2) (3) (5) (13)
Containers, Packaging & Glass L + 6.75% (1.00% Floor) 10/1/2022 2,927
 2,910
 2,953
 0.39
Charter NEX US Holdings, Inc. (2) (3) (5) (13)
Chemicals, Plastics & Rubber L + 8.25% (1.00% Floor) 2/5/2023 7,394
 7,303
 7,468
 0.98
Confie Seguros Holding II Co. (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate L + 9.00% (1.25% Floor) 5/8/2019 12,000
 11,921
 11,918
 1.56
Drew Marine Group Inc. (2) (3) (4) (5) (13)
Chemicals, Plastics & Rubber L + 7.00% (1.00% Floor) 5/19/2021 12,500
 12,481
 12,333
 1.61
Genex Holdings, Inc. (2) (3) (5)
Banking, Finance, Insurance & Real Estate L + 7.75% (1.00% Floor) 5/30/2022 7,990
 7,915
 7,978
 1.04


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
North Haven Fairway Buyer, LLC^*(2)(3)(14)Consumer ServicesSOFR6.50%11.08%5/17/20225/17/2028$22,970 $22,530 $22,535 2.46 %
North Haven Stallone Buyer, LLC^(2)(3)(14)Consumer ServicesSOFR5.75%10.34%10/11/20225/24/2027— (4)(4)0.00 
Oak Purchaser, Inc.^(2)(3)(14)Business ServicesSOFR5.50%9.48%4/28/20224/28/20285,851 5,779 5,663 0.62 
Performance Health Holdings, Inc.*(2)(3)Healthcare & PharmaceuticalsLIBOR6.00%10.73%7/12/20217/12/20276,444 6,342 6,276 0.68 
PF Atlantic Holdco 2, LLC^(2)(3)(14)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202111/12/20274,170 3,932 3,918 0.43 
PF Growth Partners, LLC*(2)(3)Leisure Products & ServicesLIBOR5.00%9.48%7/1/20197/11/20257,957 7,901 7,902 0.86 
PPT Management Holdings, LLC^(2)(3)(8)(14)Healthcare & PharmaceuticalsLIBOR8.50% (100% PIK)9.50%12/15/20161/31/202329,446 29,437 21,145 2.30 
Project Castle, Inc.*(2)(3)Capital EquipmentSOFR5.50%10.08%6/24/20226/1/20297,481 6,742 6,013 0.67 
Prophix Software Inc. (Canada)^(2)(3)(7)(14)SoftwareLIBOR6.50%10.67%2/1/20212/1/202610,963 10,771 10,963 1.19 
PXO Holdings I Corp.^*(2)(3)(14)(15)Chemicals, Plastics & RubberSOFR5.50%9.05%3/8/20223/8/202817,068 16,728 16,715 1.82 
QNNECT, LLC^*(2)(3)(14)Aerospace & DefenseSOFR7.00%11.11%11/2/202211/2/20295,281 5,085 5,081 0.55 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%10.97%11/19/202011/19/202615,582 15,344 14,768 1.61 
Quantic Electronics, LLC^*(2)(3)(14)Aerospace & DefenseLIBOR6.25%10.95%3/1/20213/1/20279,832 9,652 9,218 1.00 
QW Holding Corporation^*(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20168/31/202632,276 32,232 31,718 3.46 
Radwell Parent, LLC^(2)(3)(14)(15)WholesaleSOFR6.75%11.33%12/1/20224/1/202918,605 18,011 18,005 1.96 
Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionLIBOR6.75%11.13%5/22/202010/22/202520,000 19,765 19,760 2.15 
Riveron Acquisition Holdings, Inc.*(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20195/22/20251,676 1,648 1,676 0.18 
RSC Acquisition, Inc.^(2)(3)(14)(15)Diversified Financial ServicesSOFR5.50%9.83%11/1/201911/1/202611,010 10,886 10,447 1.14 
Sapphire Convention, Inc.^(2)(3)(14)TelecommunicationsLIBOR5.25%9.80%11/20/201811/20/202528,051 27,773 27,341 2.98 
SCP Eye Care HoldCo, LLC^(2)(3)(14)(15)Healthcare & PharmaceuticalsSOFR5.75%9.47%10/7/202210/7/2029122 117 118 0.01 
Smarsh Inc.^(2)(3)(14)SoftwareSOFR6.50%11.29%2/18/20222/18/20297,347 7,192 6,987 0.76 
SPay, Inc.^*(2)(3)Leisure Products & ServicesLIBOR5.75%, 3.50% PIK13.73%6/15/20186/17/202424,292 24,176 21,332 2.33 
Speedstar Holding, LLC^*(2)(3)AutomotiveLIBOR7.00%11.73%1/22/20211/22/202726,694 26,305 26,510 2.89 
Spotless Brands, LLC^*(2)(3)(14)(15)Consumer ServicesSOFR6.50%10.80%6/21/20227/25/202833,832 33,179 32,779 3.57 
Tank Holding Corp.^*(2)(3)(14)(15)Capital EquipmentSOFR5.75%10.16%3/31/20223/31/202818,067 17,718 17,552 1.91 
25
Investments—non-controlled/non-affiliated (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
Second Lien Debt (12.08%) (continued)             
Institutional Shareholder Services Inc. (2) (3) (5) (13)
Banking, Finance, Insurance & Real Estate L + 8.50% (1.00% Floor) 4/29/2022 $12,500
 $12,408
 $12,359
 1.62%
Jazz Acquisition, Inc. (Wencor) (2) (3) (5) (13)
Aerospace & Defense L + 6.75% (1.00% Floor) 6/19/2022 6,700
 6,677
 5,572
 0.73
MRI Software, LLC (2) (3) (5)
Software L + 8.00% (1.00% Floor) 6/23/2022 11,250
 11,110
 11,265
 1.47
Power Stop, LLC (5) (9)
Automotive 11.00% 5/29/2022 10,000
 9,831
 9,863
 1.29
Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (5)
Wholesale L + 8.50% (1.00% Floor) 7/28/2020 3,000
 2,960
 1,682
 0.22
Vitera Healthcare Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals L + 8.25% (1.00% Floor) 11/4/2021 2,000
 1,979
 1,945
 0.26
Watchfire Enterprises, Inc. (2) (3) (5) (13)
Media: Advertising, Printing & Publishing L + 8.00% (1.00% Floor) 10/2/2021 7,000
 6,932
 6,976
 0.91
Zywave, Inc. (2) (3) (5)
High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 4,950
 4,879
 4,915
 0.64
Second Lien Debt Total        $172,960
 $171,864
 22.49%
Investments—non-controlled/non-affiliated (1)
Industry Maturity Date Par Amount 
Amortized Cost (6)
 
Fair Value (7)
 Percentage of Net Assets
Structured Finance Obligations (0.37%) (5) (8) (11)
           
1776 CLO I, Ltd., Subordinated NotesStructured Finance 5/8/2020 $11,750
 $6,739
 $2,761
 0.36%
Clydesdale CLO 2005, Ltd., Subordinated NotesStructured Finance 12/6/2017 5,750
 —
 10
 —
MSIM Peconic Bay, Ltd., Subordinated NotesStructured Finance 7/20/2019 4,500
 63
 5
 —
Nautique Funding Ltd., Income NotesStructured Finance 4/15/2020 5,000
 2,437
 2,440
 0.32
Structured Finance Obligations Total      $9,239
 $5,216
 0.68%
Investments—non-controlled/non-affiliated (1)
Industry Shares/ Units Cost 
Fair Value (7)
 Percentage of Net Assets
Equity Investments (0.46%) (5)
         
CIP Revolution Investments, LLCMedia: Advertising, Printing & Publishing 30,000
 $300
 $352
 0.05%
Derm Growth Partners III, LLC (Dermatology Associates)Healthcare & Pharmaceuticals 1,000,000
 1,000
 976
 0.13
GS Holdco LLC (Global Software, LLC)High Tech Industries 1,000,000
 1,001
 1,126
 0.15
Power Stop Intermediate Holdings, LLCAutomotive 7,150
 715
 1,208
 0.16
T2 Systems Parent CorporationTransportation: Consumer 555,556
 556
 584
 0.07
THG Acquisition, LLC (The Hilb Group, LLC)Banking, Finance, Insurance & Real Estate 1,500,000
 1,499
 2,228
 0.29
Equity Investments Total    $5,071
 $6,474
 0.85%
Total investments—non-controlled/non-affiliated   $1,332,596
 $1,323,102
 173.15%


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
TCFI Aevex LLC^*(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20203/18/2026$11,047 $10,927 $10,096 1.10 %
The Carlstar Group LLC^*(2)(3)(14)(15)AutomotiveSOFR6.50%10.92%7/8/20227/8/202714,446 14,087 14,210 1.55 
TIBCO Software Inc.*(2)(3)High Tech IndustriesSOFR4.50%9.18%9/30/20223/31/202915,000 13,681 13,369 1.46 
Trader Corporation (Canada)^(2)(3)(7)(14)AutomotiveCDOR6.75%11.61%12/22/202212/22/2029C$12,081 8,643 8,686 0.95 
Trafigura Trading LLC^(2)(3)(13)(14)(15)Metals & MiningSOFR8.35%12.89%7/26/20211/13/20238,250 8,076 8,185 0.89 
Tufin Software North America, Inc.^(2)(3)(14)(15)SoftwareSOFR7.69%12.01%8/17/20228/17/202827,040 26,502 26,162 2.85 
Turbo Buyer, Inc.^(2)(3)(14)AutomotiveLIBOR6.00%11.15%12/2/201912/2/20251,714 1,628 1,609 0.18 
U.S. Legal Support, Inc.^*(2)(3)(14)(15)Business ServicesSOFR5.75%10.33%11/30/201811/30/202415,844 15,692 15,504 1.69 
Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED7.50%, 1.00% PIK8.50%9/15/20199/15/2026€4,611 4,935 4,998 0.55 
Unifrutti Financing PLC (Cyprus)^(7)Beverage & FoodFIXED11.00% (100% PIK)11.00%10/22/20209/15/2026€843 953 961 0.10 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20204/13/20269,083 8,977 8,619 0.94 
USALCO, LLC*(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202110/19/2027990 973 941 0.10 
USR Parent Inc.^(2)(3)RetailSOFR7.60%11.72%4/22/20224/25/20274,222 4,185 4,025 0.44 
Westfall Technik, Inc.^*(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20189/13/202421,502 21,396 21,046 2.29 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.79%7/1/20219/13/20244,957 4,881 4,852 0.53 
Wineshipping.com LLC^*(2)(3)(14)Beverage & FoodLIBOR5.75%10.15%10/29/202110/29/20274,668 4,539 4,051 0.44 
Yellowstone Buyer Acquisition, LLC^(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/20219/13/2027444 437 427 0.05 
YLG Holdings, Inc.^(2)(3)Consumer ServicesLIBOR5.00%9.53%9/30/202011/1/20251,960 1,918 1,957 0.21 
First Lien Debt Total$1,371,717 $1,314,595 143.29 
Second Lien Debt (13.3% of fair value)
11852604 Canada Inc. (Canada)^(2)(3)(7)Healthcare & PharmaceuticalsLIBOR9.50% (100% PIK)13.70%9/30/20219/30/2028$7,587 $7,452 $7,398 0.81 %
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseLIBOR8.25%12.92%1/17/20201/17/202824,814 24,416 25,558 2.80 
Aimbridge Acquisition Co., Inc.^(2)Leisure Products & ServicesLIBOR7.50%11.62%2/1/20192/1/20279,241 9,142 8,353 0.91 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20218/10/202933,680 32,871 32,320 3.52 
AQA Acquisition Holdings, Inc.^*(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20213/3/202935,000 34,275 33,312 3.63 
Investments—controlled/affiliatedIndustry 
Interest Rate (2)
 Maturity Date Par Amount/ LLC Interest Cost 
Fair Value (7)
 Percentage of Net Assets
Investment Fund (7.00%) (8)
             
Middle Market Credit Fund, LLC, Mezzanine Loan (2) (5) (9) (14)
Investment Fund L + 9.50% 6/24/2017 $62,384
 $62,384
 $62,384
 8.16%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest (5) (14)
Investment Fund 0.001 3/1/2021 35,001
 35,001
 37,273
 4.88
Investment Fund Total        $97,385
 $99,657
 13.04%
Total investments—controlled/affiliated        $97,385
 $99,657
 13.04%
Total investments        $1,429,981
 $1,422,759
 186.19%
26
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2016, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2016, the Company is not an “affiliated person” of any of these portfolio companies.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 16 below.
(3)Loan includes interest rate floor feature.
(4)Denotes that all or a portion of the assets are owned by the SPV. The SPV has entered into the SPV Credit Facility. The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer, a wholly owned and consolidated subsidiary of the Company.
(5)Denotes that all or a portion of the assets are owned by the Company. The Company has entered into the Credit Facility. The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the SPV or the 2015-1 Issuer.
(6)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. Equity tranche CLO fund investments, which are referred to as “structured finance obligations”, are recorded at amortized cost using the effective interest method.
(7)Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy.
(8)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)Loan was on non-accrual status as of December 31, 2016.
(11)As of December 31, 2016, the Company has a greater than 25% but less than 50% equity or subordinated notes ownership interest in certain structured finance obligations. These investments have governing documents that preclude the Company from controlling management of the entity and therefore the Company has determined that the issuer of the investment is not a controlled affiliate or a non-controlled affiliate because the investments are not “voting securities”.
(12)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.54%), EIP Merger Sub, LLC (Evolve IP) (3.84%), International Medical Group, Inc. (4.64%), Product Quest Manufacturing, LLC (3.54%), PSI Services LLC (4.40%), Reliant Pro Rehab, LLC (nil) and The Hilb Group, LLC (3.96%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(13)Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400 million term debt securitization completed by the Company on June 26, 2015 (see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.
(14)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details.
(15)As of December 31, 2016, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Blackbird Purchaser, Inc.^(2)(3)(14)Capital EquipmentLIBOR7.50%11.88%12/14/20214/8/2027$13,791 $13,486 $12,736 1.39 %
Brave Parent Holdings, Inc.^*(2)SoftwareLIBOR7.50%11.88%10/3/20184/19/202618,197 17,973 17,504 1.91 
Drilling Info Holdings, Inc.^(2)Energy: Oil & GasLIBOR8.25%12.64%2/11/20207/30/202618,600 18,283 18,740 2.04 
Jazz Acquisition, Inc.^(2)Aerospace & DefenseLIBOR8.00%12.38%6/13/20196/18/202723,450 23,227 21,875 2.38 
Outcomes Group Holdings, Inc.^*(2)Business ServicesLIBOR7.50%12.23%10/23/201810/26/20261,731 1,728 1,690 0.18 
PAI Holdco, Inc.^(2)(3)AutomotiveLIBOR5.50%, 2.00% PIK11.91%10/28/202010/28/202814,089 13,771 13,874 1.51 
Peraton Corp.^*(2)(3)Aerospace & DefenseLIBOR7.75%12.09%2/24/20212/1/202911,941 11,790 11,550 1.26 
Quartz Holding Company^*(2)SoftwareLIBOR8.00%12.38%4/2/20194/2/20277,048 6,963 6,764 0.74 
Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(7)Beverage & FoodSONIA8.50%11.74%3/12/20203/12/2028£20,000 24,831 22,281 2.43 
TruGreen Limited Partnership^(2)(3)Consumer ServicesLIBOR8.50%13.43%11/16/202011/2/202813,000 12,791 11,120 1.21 
World 50, Inc.^(9)Business ServicesFIXED11.50%11.50%1/10/20201/9/202718,552 18,267 17,628 1.92 
Second Lien Debt Total$271,266 $262,703 28.63 
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% 
of Net Assets
Equity Investments (4.8% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592 $592 $675 0.07 %
Appriss Health, LLC^(6)Healthcare & Pharmaceuticals5/6/20215 5,002 4,821 0.53 
Atlas Ontario LP (Canada)^(6)(7)Business Services4/7/20215,114 5,114 5,114 0.56 
Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/2018172 104 545 0.06 
Blackbird Holdco, Inc.^(6)Capital Equipment12/14/202111 10,809 10,210 1.11 
Buckeye Parent, LLC^(6)Automotive12/22/2021885 885 576 0.06 
Chartis Holding, LLC^(6)Business Services5/1/2019433 428 595 0.07 
CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/2016318 318 257 0.03 
Cority Software Inc. (Canada)^(6)(7)Software7/2/2019250 250 641 0.07 
Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,000 1,000 — 0.00 
Diligent Corporation^(6)Telecommunications4/5/202112 11,509 10,960 1.19 
ECP Parent, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268 — 290 0.03 
GB Vino Parent, L.P.^(6)Beverage & Food10/29/20214 351 249 0.03 
Integrity Marketing Group, LLC^(6)Diversified Financial Services12/21/202116,705 16,472 16,597 1.81 
K2 Insurance Services, LLC^(6)Diversified Financial Services7/3/2019433 306 867 0.09 
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,500 1,500 1,079 0.12 
NearU Holdings LLC^(6)Consumer Services8/16/202225 2,470 2,470 0.27 
NEFCO Holding Company LLC^(6)Construction & Building8/5/20221 628 628 0.07 
Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair Value
First Lien Debt—unfunded delayed draw and revolving term loans commitments       
Advanced Instruments, LLCRevolver 0.50% $2,500
 $(25)
Captive Resources Midco, LLCRevolver 0.50
 1,875
 (2)
Captive Resources Midco, LLCDelayed Draw 1.25
 3,125
 (4)
CIP Revolution Holdings, LLCRevolver 0.50
 1,331
 6
CIP Revolution Holdings, LLCDelayed Draw 0.75
 1,331
 6
Derm Growth Partners III, LLC (Dermatology Associates)Revolver 0.50
 1,672
 1
Derm Growth Partners III, LLC (Dermatology Associates)Delayed Draw 1.00
 5,247
 4
Dimensional Dental Management, LLCDelayed Draw 1.00
 2,507
 (23)
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.)Revolver 0.50
 4,750
 (30)
Direct Travel, Inc.Delayed Draw 1.00
 9,658
 (56)
Green Plains II LLCRevolver 0.50
 1,352
 14
National Technical Systems, Inc.Revolver 0.50
 2,031
 (102)
National Technical Systems, Inc.Delayed Draw 1.00
 4,469
 (165)
OnCourse Learning CorporationRevolver 0.50
 859
 2
PT Intermediate Holdings III, LLC (Parts Town)Revolver 0.50
 2,025
 15
Superior Health Linens, LLCRevolver 0.50
 2,735
 (17)
T2 Systems, Inc.Revolver 0.50
 2,933
 29
The Hilb Group, LLCDelayed Draw 1.00
 3,810
 16
Vetcor Professional Practices, LLCDelayed Draw 1.00
 3,057
 18
Winchester Electronics CorporationDelayed Draw 1.00
 2,500
 8
Total unfunded commitments    $59,767
 $(305)
27
(16)As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016,2022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% 
of Net Assets
North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,315 $2,315 $1,300 0.14 %
Pascal Ultimate Holdings, L.P^(6)Capital Equipment7/21/202136 364 850 0.09 
Picard Parent, Inc.^(6)High Tech Industries9/30/20229 8,520 8,520 0.93 
Profile Holdings I, LP^(6)Chemicals, Plastics & Rubber3/8/20225 523 673 0.07 
Sinch AB (Sweden)^(6)(7)High Tech Industries3/26/2019104 1,168 382 0.04 
Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/201722 1,558 1,454 0.16 
Talon MidCo 1 Limited^(6)Software8/17/2022145,631 1,456 1,611 0.18 
Tank Holding Corp.^(6)Capital Equipment3/26/2019850 — 2,687 0.29 
Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202014,666 14,439 14,263 1.55 
Turbo Buyer, Inc.^(6)Automotive12/2/20191,925 933 2,307 0.25 
U.S. Legal Support Investment Holdings, LLC^(6)Business Services11/30/2018641 641 551 0.06 
Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/20201 531 702 0.08 
Unifrutti Financing PLC (Cyprus)^(6)(7)Beverage & Food10/22/2020— 133 306 0.03 
W50 Parent LLC^(6)Business Services1/10/2020500 190 698 0.08 
Zenith American Holding, Inc.^(6)Business Services12/13/20171,565 760 1,312 0.14 
Equity Investments Total$91,269 $94,190 10.27 %
Total investments—non-controlled/non-affiliated$1,734,252 $1,671,488 182.19 %
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (2.3% of fair value)
Direct Travel, Inc.^*(2)(3)(12)(15)Leisure Products & ServicesSOFR8.50%13.23%10/14/201610/1/2025$43,520 $42,012 $42,636 4.65 %
Direct Travel, Inc.^(2)(3)(12)(14)(15)Leisure Products & ServicesSOFR6.00%9.79%10/1/202010/1/20252,731 2,614 2,731 0.30 
First Lien Debt Total$44,626 $45,367 4.95 %
Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net 
Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc.^(6)(12)Leisure Products & Services10/1/202043 $— $— — %
Equity Investments Total43$— $— — %
Total investments—non-controlled/affiliated$44,626 $45,367 4.95 %
28
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC InterestCost
Fair Value(7)
% of Net 
Assets
Investment Funds (13.3% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment Funds13.00%11/3/202012/31/2030$78,122 $78,096 $72,957 7.96 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment Funds10.40%2/29/201612/31/2024193,000 193,001 190,065 20.72 
Middle Market Credit Fund, Mezzanine Loan(2)(7)(9)(10)Investment FundsLIBOR9.00%13.77%6/30/20165/21/2023— — — — 
Investment Funds Total$271,097 $263,022 28.67 %
Total investments—controlled/affiliated$271,097 $263,022 28.67 %
Total investments$2,049,975 $1,979,877 215.81 %

^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CSL” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 7, Borrowings, to these unaudited consolidated financial statements). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Euro (“€”), Canadian dollar (“C$”) or British Pound (“£”)
(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2022, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2022, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), the Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. As of December 31, 2022, the reference rates for our variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77% and the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(3)Loan includes interest rate floor feature, which is generally 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these unaudited consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund was determined using significant unobservable inputs.
(6)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2022, the aggregate fair value of these securities is $94,190, or 10.27% of the Company’s net assets.
(7)The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(8)Loan was on non-accrual status as of December 31, 2022.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
29
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Notes 5, Middle Market Credit Fund, LLC and 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2022, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Dividend Income
Middle Market Credit Fund II, LLC, Member’s Interest$77,958 $— $— $— $(5,001)$72,957 $10,348 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
184,141 — — — 5,924 190,065 20,500 
Middle Market Credit Fund, Mezzanine Loan— — — — — — — 
Total investments—controlled/affiliated$262,099 $— $— $— $923 $263,022 $30,848 
Investments—controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Interest and Other Income
SolAero Technologies Corp. (Priority Term Loan)$2,251 $— $(2,240)$— $(11)$— $8 
SolAero Technologies Corp. (A1 Term Loan)2,850 — (3,166)— 316 — 1,031 
SolAero Technologies Corp. (A2 Term Loan)7,835 — (8,707)— 872 — 2,834 
Solaero Technology Corp. (Equity)— — (4,830)2,015 2,815 — — 
Total investments—controlled/affiliated$12,936 $— $(18,943)$2,015 $3,992 $— $3,873 

(11)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders, which has been included in the spread of each applicable investment. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(12)Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company’s outstanding voting securities. Transactions related to the portfolio company during the year ended December 31, 2022 were as follows:
Investments—non-controlled/affiliatedFair Value as of December 31, 2021Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2022Interest and Other Income
Direct Travel, Inc.$27,555 $7,330 $(1,177)$— $8,928 $42,636 $9,864 
Direct Travel, Inc.2,731 11 — — (11)2,731 232 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$30,286 $7,341 $(1,177)$— $8,917 $45,367 $10,096 
30
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)

(13)The investment is secured by receivables purchased from the portfolio company, with an implied discount of 12.10%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.
(14)As of December 31, 2022, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLCDelayed Draw0.50%$3,333 $(82)
ADPD Holdings, LLCRevolver0.50621 (15)
Advanced Web Technologies Holding CompanyRevolver0.50854 (9)
Advanced Web Technologies Holding CompanyDelayed Draw1.001,602 (16)
Airnov, Inc.Revolver0.50688 (4)
Alpine Acquisition Corp IIRevolver0.503,447 (128)
American Physician Partners, LLCDelayed Draw1.001,596 (32)
Analogic CorporationRevolver0.5019 — 
Applied Technical Services, LLCRevolver0.5037 — 
Appriss Health, LLCRevolver0.502,963 (114)
Apptio, Inc.Revolver0.50947 — 
Ascend Buyer, LLCRevolver0.501,284 (23)
Associations, Inc.Revolver0.50723 (21)
Atlas AU Bidco Pty Ltd (Australia)Revolver0.50268 (8)
Avalara, Inc.Revolver0.502,250 (68)
Blackbird Purchaser, Inc.Delayed Draw1.004,597 (264)
BlueCat Networks, Inc. (Canada)Delayed Draw0.50645 (18)
BMS Holdings III Corp.Delayed Draw2.654,844 (87)
Bradyifs Holdings, LLCRevolver0.50739 (7)
Bradyifs Holdings, LLCDelayed Draw1.002,634 (27)
Bubbles Bidco S.P.A. (Italy)Delayed Draw2.80€873 — 
Bubbles Bidco S.P.A. (Italy)Revolver—€537 — 
Celerion Buyer, Inc.Revolver0.50249 (6)
Celerion Buyer, Inc.Delayed Draw1.00499 (12)
Chartis Holding, LLCRevolver0.50217 (1)
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
Comar Holding Company, LLCRevolver0.501,467 (49)
Cority Software Inc. (Canada)Revolver0.503,000 (29)
CPI Intermediate Holdings, Inc.Delayed Draw—927 (19)
CST Holding CompanyRevolver0.50423 (13)
DCA Investment Holding LLCDelayed Draw1.00169 (9)
Denali Midco 2, LLCDelayed Draw1.002,286 (87)
31
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Diligent CorporationRevolver0.50%$33 $(1)
Direct Travel, Inc.Delayed Draw0.501,657 — 
Dwyer Instruments, Inc.Revolver0.50994 (15)
Dwyer Instruments, Inc.Delayed Draw1.00161 (2)
Eliassen Group, LLCDelayed Draw1.003,310 (38)
Ellkay, LLCRevolver0.501,786 (64)
EPS Nass Parent, Inc.Revolver0.5030 (1)
EPS Nass Parent, Inc.Delayed Draw1.0037 (2)
EvolveIP, LLCRevolver0.50655 (12)
Excel Fitness Holdings, Inc.Revolver0.50438 (20)
Excelitas Technologies Corp.Revolver0.50160 (6)
Excelitas Technologies Corp.Delayed Draw0.50152 (6)
FPG Intermediate Holdco, LLCDelayed Draw1.003,973 (174)
Greenhouse Software, Inc.Revolver0.502,204 (81)
Hadrian Acquisition Limited (United Kingdom)Delayed Draw2.33£2,086 (39)
Harbour Benefit Holdings, Inc.Revolver0.503,180 (19)
Heartland Home Services, Inc.Delayed Draw0.755,469 (96)
Heartland Home Services, Inc.Revolver0.50619 (6)
Hercules Borrower LLCRevolver0.501,929 (64)
Hoosier Intermediate, LLCRevolver0.501,600 (87)
HS Spa Holdings Inc.Revolver0.501,235 (34)
iCIMS, Inc.Revolver0.502,432 (89)
iCIMS, Inc.Delayed Draw—6,784 (247)
IQN Holding Corp.Delayed Draw1.00696 (11)
IQN Holding Corp.Revolver0.50489 (8)
Jeg's Automotive, LLCDelayed Draw1.004,167 (251)
K2 Insurance Services, LLCRevolver0.501,120 (11)
Kaseya, Inc.Revolver0.502,054 (60)
Kaseya, Inc.Delayed Draw0.501,146 (33)
Lifelong Learner Holdings, LLCRevolver0.502 — 
Liqui-Box Holdings, Inc.Revolver0.50596 — 
LVF Holdings, Inc.Revolver0.50992 (54)
LVF Holdings, Inc.Delayed Draw1.004,670 (254)
Material Holdings, LLCDelayed Draw—977 (44)
Material Holdings, LLCRevolver1.00499 (22)
Medical Manufacturing Technologies, LLCRevolver0.501,446 (27)
Medical Manufacturing Technologies, LLCDelayed Draw1.00826 (16)
32
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
NEFCO Holding Company LLCDelayed Draw1.00%$933 $(18)
NEFCO Holding Company LLCRevolver0.50763 (15)
NMI AcquisitionCo, Inc.Revolver0.501,280 (33)
North Haven Fairway Buyer, LLCRevolver0.501,154 (21)
North Haven Stallone Buyer, LLCDelayed Draw1.00200 (4)
Oak Purchaser, Inc.Delayed Draw0.501,623 (38)
Oak Purchaser, Inc.Revolver0.50584 (14)
PF Atlantic Holdco 2, LLCDelayed Draw1.007,448 (130)
PF Atlantic Holdco 2, LLCRevolver0.502,759 (48)
PPT Management Holdings, LLCRevolver0.50587 (162)
Prophix Software Inc. (Canada)Revolver0.501,993 — 
PXO Holdings I Corp.Delayed Draw1.00885 (16)
PXO Holdings I Corp.Revolver0.501,315 (24)
QNNECT, LLCDelayed Draw1.001,386 (42)
Quantic Electronics, LLCRevolver0.50276 (14)
Quantic Electronics, LLCDelayed Draw1.002,126 (109)
Radwell Parent, LLCRevolver0.381,395 (42)
RSC Acquisition, Inc.Revolver0.50462 (21)
RSC Acquisition, Inc.Delayed Draw1.00950 (43)
Sapphire Convention, Inc.Revolver0.504,188 (92)
SCP Eye Care HoldCo, LLCRevolver0.5017 — 
SCP Eye Care HoldCo, LLCDelayed Draw1.0039 (1)
Smarsh Inc.Revolver0.50408 (17)
Smarsh Inc.Delayed Draw1.00816 (34)
Spotless Brands, LLCRevolver0.501,096 (33)
Tank Holding Corp.Revolver0.381,379 (37)
The Carlstar Group LLCRevolver0.503,657 (48)
Trader Corporation (Canada)Revolver0.50C$906 (31)
Trafigura Trading LLCRevolver0.50388 (3)
Tufin Software North America, Inc.Revolver0.501,339 (41)
Tufin Software North America, Inc.Delayed Draw—115 (4)
Turbo Buyer, Inc.Delayed Draw1.002,967 (53)
Turbo Buyer, Inc.Revolver0.501,217 (22)
U.S. Legal Support, Inc.Delayed Draw0.502,032 (37)
U.S. Legal Support, Inc.Revolver0.50735 (13)
Wineshipping.com LLCDelayed Draw1.001,609 (127)
Wineshipping.com LLCRevolver0.501,509 (120)
33
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Total unfunded commitments$158,206 $(4,549)


(15) Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
As of December 31, 2022, investments at fair value consisted of the following:
TypeTypeAmortized CostFair Value% of Fair Value
TypeAmortized Cost Fair Value % of Fair Value
First Lien Debt (excluding First Lien/Last Out)$964,398
 $955,478
 67.15%
First Lien/Last Out Unitranche180,928
 184,070
 12.94
First Lien DebtFirst Lien Debt$1,416,343 $1,359,962 68.6 %
Second Lien Debt172,960
 171,864
 12.08
Second Lien Debt271,266 262,703 13.3 
Structured Finance Obligations9,239
 5,216
 0.37
Equity Investments5,071
 6,474
 0.46
Equity Investments91,269 94,190 4.8 
Investment Fund97,385
 99,657
 7.00
Investment FundsInvestment Funds271,097 263,022 13.3 
Total$1,429,981
 $1,422,759
 100.00%Total$2,049,975 $1,979,877 100.0 %
The rate type of debt investments at fair value as of December 31, 20162022 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,663,454 $1,599,078 98.5 %
Fixed Rate24,155 23,587 1.5 
Total$1,687,609 $1,622,665 100.0 %
Rate TypeAmortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate$1,308,455
 $1,301,549
 99.25%
Fixed Rate9,831
 9,863
 0.75
Total$1,318,286
 $1,311,412
 100.00%




34

TCG BDC,CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20162022
(dollar amounts in thousands)
(unaudited)

The industry composition of investments at fair value as of December 31, 20162022 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$145,220 $136,668 6.9 %
Automotive86,452 86,903 4.4 
Beverage & Food76,837 72,283 3.6 
Business Services95,138 93,620 4.7 
Capital Equipment60,328 61,262 3.1 
Chemicals, Plastics & Rubber77,372 76,547 3.9 
Construction & Building23,459 23,122 1.2 
Consumer Goods: Durable437 427 0.0 
Consumer Goods: Non-Durable10,686 10,333 0.5 
Consumer Services115,254 112,705 5.7 
Containers, Packaging & Glass46,300 44,558 2.2 
Diversified Financial Services78,558 76,996 3.9 
Energy: Oil & Gas34,280 34,457 1.7 
Environmental Industries59,306 58,155 2.9 
Healthcare & Pharmaceuticals259,077 234,876 11.9 
High Tech Industries139,652 135,718 6.9 
Investment Funds271,097 263,022 13.3 
Leisure Products & Services117,164 112,926 5.7 
Media: Advertising, Printing & Publishing318 257 0.0 
Media: Diversified & Production19,765 19,760 1.0 
Metals & Mining8,076 8,185 0.4 
Retail31,258 30,796 1.6 
Software178,991 175,981 8.9 
Sovereign & Public Finance182 623 0.0 
Telecommunications75,795 70,907 3.6 
Transportation: Cargo7,406 7,188 0.4 
Utilities: Electric906 877 0.0 
Wholesale30,661 30,725 1.6 
Total$2,049,975 $1,979,877 100.0 %

35
IndustryAmortized Cost Fair Value % of Fair Value
Aerospace & Defense$62,759
 $61,371
 4.31%
Automotive37,780
 38,414
 2.70
Banking, Finance, Insurance & Real Estate148,577
 150,700
 10.59
Beverage, Food & Tobacco15,059
 15,379
 1.08
Business Services149,205
 141,784
 9.97
Capital Equipment36,811
 37,316
 2.62
Chemicals, Plastics & Rubber19,784
 19,801
 1.39
Construction & Building23,403
 23,691
 1.67
Consumer Services78,693
 79,941
 5.62
Containers, Packaging & Glass49,442
 47,706
 3.35
Durable Consumer Goods19,930
 19,932
 1.04
Energy: Electricity36,783
 36,758
 2.59
Energy: Oil & Gas11,132
 10,911
 0.77
Environmental Industries40,763
 41,299
 2.90
Forest Products & Paper23,752
 23,924
 1.68
Healthcare & Pharmaceuticals159,072
 161,544
 11.36
High Tech Industries45,617
 46,317
 3.26
Hotel, Gaming & Leisure30,450
 30,014
 2.11
Investment Fund97,385
 99,657
 7.00
Media: Advertising, Printing & Publishing70,988
 71,999
 5.06
Metals & Mining10,232
 10,259
 0.72
Non-durable Consumer Goods32,759
 29,348
 2.06
Retail8,625
 8,320
 0.58
Software11,110
 11,265
 0.79
Structured Finance9,239
 5,216
 0.37
Telecommunications108,553
 110,359
 7.76
Transportation: Cargo34,323
 34,306
 2.41
Transportation: Consumer26,841
 27,882
 1.96
Wholesale30,914
 27,346
 1.92
Total$1,429,981
 $1,422,759
 100.00%
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2022
(dollar amounts in thousands)
The geographical composition of investments at fair value as of December 31, 20162022 was as follows:
GeographyAmortized CostFair Value% of Fair Value
Australia$2,796 $2,796 0.1 %
Canada47,906 48,474 2.4 
Cyprus6,552 6,967 0.4 
Italy5,815 5,465 0.3 
Luxembourg41,453 39,066 2.0 
Sweden1,168 382 0.0 
United Kingdom72,441 69,353 3.5 
United States1,871,844 1,807,374 91.3 
Total$2,049,975 $1,979,877 100.0 %
GeographyAmortized Cost Fair Value % of Fair Value
Cayman Islands$9,239
 $5,216
 0.37%
United Kingdom21,144
 20,969
 1.47
United States1,399,598
 1,396,574
 98.16
Total$1,429,981
 $1,422,759
 100.00%



The accompanying notes are an integral part of these consolidated financial statements.




36


TCG BDC,
CARLYLE SECURED LENDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of September 30, 20172023
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
TCG BDC,Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC”“CSL” or the “Company”) is a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle GMS Investment Management L.L.C. (“CGMSIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group L.P. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $10$25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the Company believes is a useful proxy for cash flow.broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. The Company seeks to achieve its investment objective primarily through direct originationsorigination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balancea minority of ourits assets invested in higher yielding investments (which may include unsecured debt, mezzaninesubordinated debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans.
The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (includinginvests primarily in loans to middle market companies whose debt has been rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’s capacity to pay interest rates) in which the Company is operating.and repay principal.
On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering, (“IPO”), issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. Shares of common stock of TCG BDCthe Company began trading on the NASDAQNasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. Pursuant to this Act, Effective April 12, 2022, the Company will remain an emerging growth company for upchanged its name from “TCG BDC, Inc.” to five years following the IPO, although if the market value of the common stock that is held by non-affiliates exceeds $700,000 as of any June 30 before that time, the Company would cease to be an emerging growth company as of the following December 31. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company will cease to be an emerging growth company as of December 31, 2017.“Carlyle Secured Lending, Inc.”
The Company is externally managed by theits investment adviser, Carlyle Global Credit Investment Adviser,Management L.L.C. (“CGCIM or “Investment Adviser”), a wholly-owned subsidiary of The Carlyle Group Inc. and an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle GMS FinanceGlobal Credit Administration L.L.C. (the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C. (“CIM”), a wholly owned subsidiary of The Carlyle Group L.P.Inc. “Carlyle” refers to The Carlyle Group L.P.Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global alternative asset managerinvestment firm publicly traded on NASDAQthe Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
TCG BDC SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. ThePrior to the termination of its senior secured credit facility on December 11, 2020, the SPV investsinvested in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these unaudited consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.


On June 9, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the “Agreement”), by and between the Company and NF Investment Corp. (“NFIC”), NFIC merged with and into the Company (the “NFIC Acquisition”), with the Company as the surviving entity. The NFIC Acquisition was accounted for as an asset acquisition. NFIC SPV LLC (the “NFIC SPV” and, together with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on June 18, 2013. Upon the consummation of the NFIC Acquisition, the NFIC SPV became a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the closing date of the NFIC Acquisition, June 9, 2017. Refer to Note 13, NFIC Acquisition, for details.
On June 26, 2015, the Company completed a $400 million$400,000 term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLCLLC) (the “2015-1 Issuer”), a wholly owned and
37

consolidated subsidiary of the Company,Company. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 7, Borrowings, for details. The 2015-1 Issuer is consolidated in these unaudited consolidated financial statements commencing from the date of its formation, May 8, 2015.
On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016, February 22, 2021, May 16, 2022 and April 20, 2023 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000$250,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.
On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share (the “Preferred Stock”), to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 9, Net Assets, to these unaudited consolidated financial statements for further information about the Preferred Stock.
On November 3, 2020, the Company and Cliffwater Corporate Lending Fund (“CCLF”), an investment vehicle managed by Cliffwater LLC, entered into a limited liability company agreement to co-manage Middle Market Credit Fund II, LLC (“Credit Fund II”). Credit Fund II invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board of managers, on which the Company and CCLF each have equal representation. The Company and CCLF have approximately 84.13% and 15.87% economic ownership of Credit Fund II, respectively. The Company contributed certain senior secured debt investments with an aggregate principal balance of approximately $250 million to Credit Fund II in exchange for its 84.13% economic interest and gross cash proceeds of approximately $170 million. See Note 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for details.
As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“USU.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards UpdateBoard (“ASU”FASB”) 2013-08, Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASU 2013-08”ASC 946”): Amendments to the Scope, Measurement and Disclosure Requirements.. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVsSPV and the 2015-1 Issuer. All significant intercompany balances and transactions have been eliminated. USU.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.
The interim consolidated financial statements have been prepared in accordance with USU.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with USU.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim periodperiods presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2016.2022. The results of operations for the three month and nine month periodsmonths ended September 30, 20172023 are not necessarily indicative of the operating results to be expected for the full year.
Use of Estimates
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The preparation of consolidated financial statements in conformity with USU.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.


Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment at the time of exit using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3, Fair Value Measurements, to these unaudited consolidated financial statements for further information about fair value measurements.
Cash, and Cash Equivalents and Restricted Cash
Cash, and cash equivalents and restricted cash consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash, and cash equivalents and restricted cash are held with twoone large financial institutionsinstitution and cash held in such financial institutionsinstitution may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of September 30, 2023 and December 31, 2022, the Company held restricted cash balances of $35,503 and $14,412, respectively, which represent amounts that are collected and held by trustees appointed by the Company for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets, and as custodians of the assets securing certain of the Company's financing transactions. There was no restricted cash balances denominated in a foreign currency as of September 30, 2023 and December 31, 2022.
Revenue Recognition
Interest from Investments and Realized Gain/Loss on Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK income represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. As of September 30, 2017,2023 and December 31, 2022, the fair value of the loanloans in the portfolio with PIK provisions was $14,968,$251,860 and $176,773, respectively, which represents approximately 0.76%13.5% and 8.9%, respectively, of total investments at fair value. For the three month and nine month periodsmonths ended September 30, 2017,2023, the Company earned $778$5,417 and $14,321 in PIK income. As of December 31, 2016 and forincome, respectively. For the three month and nine month periodsmonths ended September 30, 2016, no loans2022, the Company earned $11,146 and $18,595 in PIK income, respectively.
In 2022, the portfolio contained PIK provisions.Company separately presented interest receivable and dividend receivable on the accompanying Consolidated Statements of Cash Flows. In 2023, the amounts are presented collectively on the Consolidated Statements of Cash Flows. Prior periods have been conformed to the current presentation.
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Dividend Income
Dividend income from the investment fundfunds, Credit Fund and Credit Fund II, and other investments funds, if any, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fundfunds and are expected to be collected.
Other Income
Other income may include income such as consent, waiver, amendment, syndicationunused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three month and nine month periodsmonths ended September 30, 2017,2023, the Company earned $1,318$768 and $7,900,$2,650, respectively, in other income, primarily from syndicationprepayment fees and prepaymentcommitment fees. For the three month and nine month periodsmonths ended September 30, 2016,2022, the Company earned $1,909$2,974 and $4,578,$6,844, respectively, in other income, primarily from syndicationunderwriting, amendment, and prepayment fees.


Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2017,2023 and December 31, 2022, the fair value of the loanloans in the portfolio on non-accrual status was $22,808, which represents approximately 1.16% of total investments at fair value.$36,600 and $57,932, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2017. All first2023 and second lien debt investments were performingDecember 31, 2022 and current on their interest payments as of September 30, 2016.for the periods then ended.
SPV Credit Facility, Credit FacilitySenior Notes, and 2015-12015-1R Notes – Related Costs, Expenses and Deferred Financing Costs (See Note 6, Borrowings, and Note 7, 2015-1 Notes)
The Company entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). Interest expense and unused commitment fees on the SPV Credit Facility and Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.

On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes due December 31, 2024 (the “2019 Notes”). On December 11, 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Senior Unsecured Notes due December 31, 2024 (the “2020 Notes,” and together with the 2019 Notes, the “Senior Notes”). The SPV Credit Facility, the 2015-1R Notes and Credit Facilitythe Senior Notes are recorded at carrying value, which approximates fair value.
Deferred financing costs include capitalized expenses related to the closing or amendments of the SPV Credit Facility and Credit Facility. Amortization of deferred financing costs for each credit facilitythe Credit Facility is computed on the straight-line basis over the respective term of each credit facility, except for a portion that was accelerated in connection with the amendment of the SPV Credit Facility as described in Note 6.its term. The unamortized balance of such costs is included in deferred financing costsprepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-12015-1R Notes and Senior Notes. Amortization of debt issuance costs for the 2015-1 Notesnotes is computed on the effective yield method over the term of the 2015-1 Notes.notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the 2015-1 Notesnotes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
The 2015-1 Notes are recorded at carrying value, which approximates fair value.
Organization and Offering Costs
The Company agreed to reimburse the Investment Adviser for initial organization and offering costs incurred on behalf ofIn 2022, the Company upbegan presenting interest expense and credit facility fees together in the accompanying Consolidated Statements of Operations, which had previously been presented as separate financial statement line items. Prior periods have been conformed to $1,500. As of September 30, 2017 and December 31, 2016, $1,500 of initial organization and offering costs had been incurred by the Company and $57 of excess initial organization and offering costs had been incurred by the Investment Adviser since inception. The Company’s initial organization costs incurred were expensed and the initial offering costs were charged against equity when incurred.current presentation.
Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, including legal, underwriting, printing and other costs, as well as costs associated with the preparation and filing of applicable registration statements. Upon consummation of the IPO, the Company is no longer a closed–end fund with a continuous offering period and, thus, offering costs are charged against equity when incurred. During the nine month period ended September 30, 2017, $3,028 of the offering costs were incurred, 50% of which were paid by the Investment Adviser.
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Income Taxes
For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI


earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.requirements as reasonable. For the three and nine months ended September 30, 2023, the Company incurred $850 and $2,023 in excise tax expense, respectively. For the three and nine months ended September 30, 2022, the Company incurred $449 and $978 in excise tax expense, respectively.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely“more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense. The SPVsSPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense.
Dividends and Distributions to Common Stockholders
To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.


Prior to July 5, 2017, the Company had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, the Company converted the “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the common stockholders, other than those common stockholders who have “opted out” of the plan. As a result of adopting the plan, if ourthe Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the common stockholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, ourthe Company’s plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. The Company intends to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless the Company instructs the plan administrator otherwise.

Functional Currency

The functional currency of the Company is the U.S. DollarDollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statements of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statements of Operations.
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Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
Recent Accounting Standards Updates
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions were in U.S. Dollars.as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company does not expect this guidance to impact its consolidated financial statements.
3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board Accounting Standards Codification (“ASC”)FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. Effective September 8, 2022, the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. The CompanyInvestment Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The CompanyInvestment Adviser may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the CompanyInvestment Adviser determines whether the quote obtained is sufficient according to USU.S. GAAP to determine the fair value of the security. The CompanyInvestment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.



Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser, or the Company’s Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of memberspersonnel of senior management;the Investment Adviser; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, prior to September 8, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) reviewsreviewed the assessments of the Investment Adviser and the third-party valuation firmfirm; and provides(v) if applicable, prior to September 8, 2022, the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discussesdiscussed the valuation recommendations of the Audit Committee and determinesdetermined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
 
•the nature and realizable value of any collateral;
•call features, put features and other relevant terms of debt;
•the portfolio company’s leverage and ability to make payments;
•the portfolio company’s public or private credit rating;
42

•the portfolio company’s actual and expected earnings and discounted cash flow;
•prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
•the markets in which the portfolio company does business and recent economic and/or market events; and
•comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificatecertificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.
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 Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, 20172023 and December 31, 2016.2022.
USU.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
 
•Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financialFinancial instruments in Level 1this category generally include unrestricted securities,


including equities and derivatives, listed in active markets. The CompanyInvestment Adviser does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
•Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. The type of financialFinancial instruments in this category generally includesinclude less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
•Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are in this category generally include investments in privately-held entities, CLOs,collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Investments in Credit Fund and Credit Fund II are valued based on the legal form of investment. For those structured through LLC membership interests, the practical expedient, or net asset value method, is used. For those structured through subordinated notes, a discounted cash flow method is used.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three month and nine month periodsmonths ended September 30, 20172023 and 2016,2022, there were no transfers between levels.
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The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of September 30, 20172023 and December 31, 2016:2022:
 September 30, 2023
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,270,972 $1,270,972 
Second Lien Debt— — 236,975 236,975 
Equity Investments— — 101,113 101,113 
Investment Funds
Mezzanine Loan— — — — 
Subordinated Loan and Member's Interest— — 184,527 184,527 
Total$— $— $1,793,587 $1,793,587 
Investments measured at net asset value(1)
66,888 
Total$1,860,475 
 December 31, 2022
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,359,962 $1,359,962 
Second Lien Debt— — 262,703 262,703 
Equity Investments— — 94,190 94,190 
Investment Funds
Mezzanine Loan— — — — 
Subordinated Loan and Member's Interest— — 190,065 190,065 
Total$— $— $1,906,920 $1,906,920 
Investments measured at net asset value(1)
72,957 
Total$1,979,877 
(1)Amount represents the Company's investment in Credit Fund II. The Company, as a practical expedient, estimates the fair value of this investment using the net asset value of the Company's member's interest in Credit Fund II. As such, the fair value of the Company's investment in Credit Fund II has not been categorized within the fair value hierarchy.
44
 September 30, 2017
 Level 1 Level 2 Level 3 Total
Assets     
First Lien Debt$—
 $—
 $1,490,650
 $1,490,650
Second Lien Debt—
 —
 268,783
 268,783
Structured Finance Obligations—
 —
 2,585
 2,585
Equity Investments—
 —
 13,552
 13,552
Investment Fund       
Mezzanine Loan—
 —
 112,300
 112,300
Subtotal$—
 $—
 $1,887,870
 $1,887,870
Investments measured at net asset value (1)
      76,247
Total      $1,964,117

 December 31, 2016
 Level 1 Level 2 Level 3 Total
Assets     
First Lien Debt$—
 $—
 $1,139,548
 $1,139,548
Second Lien Debt—
 —
 171,864
 171,864
Structured Finance Obligations—
 —
 5,216
 5,216
Equity Investments—
 —
 6,474
 6,474
Investment Fund       
Mezzanine Loan—
 —
 62,384
 62,384
Subtotal$—
 $—
 $1,385,486
 $1,385,486
Investments measured at net asset value (1)
      37,273
Total      $1,422,759
(1)Amount represents the Company’s subordinated loan and member’s interest investments in Credit Fund. The fair value of these investments has been estimated using the net asset value of the Company’s ownership interests in Credit Fund.



The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:
Financial Assets
 For the three months ended September 30, 2023
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,272,650 $265,536 $102,214 $189,101 $1,829,501 
Purchases51,786 364 2,166 — 54,316 
Sales(24,601)(5,332)(2)— (29,935)
Paydowns(37,511)(23,450)(1,541)— (62,502)
Accretion of discount1,533 369 101 — 2,003 
Net realized gains (losses)(97)(45)— — (142)
Net change in unrealized appreciation (depreciation)7,212 (467)(1,825)(4,574)346 
Balance, end of period$1,270,972 $236,975 $101,113 $184,527 $1,793,587 
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$7,161 $(378)$(1,825)$(4,574)$384 
Financial Assets
 For the nine months ended September 30, 2023
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,359,962 $262,703 $94,190 $190,065 $1,906,920 
Purchases148,893 4,738 6,158 — 159,789 
Sales(89,257)(11,704)(1,719)— (102,680)
Paydowns(138,487)(23,904)(2,148)— (164,539)
Accretion of discount4,784 788 215 — 5,787 
Net realized gains (losses)(22,706)(93)1,351 — (21,448)
Net change in unrealized appreciation (depreciation)7,783 4,447 3,066 (5,538)9,758 
Balance, end of period$1,270,972 $236,975 $101,113 $184,527 $1,793,587 
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$(3,856)$(378)$3,971 $(5,538)$(5,801)
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Financial Assets
Financial Assets
For the three month period ended September 30, 2017		 For the three months ended September 30, 2022
First Lien Debt Second Lien Debt Structured Finance Obligations Equity Investments Investment Fund - Mezzanine Loan Total First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,270,078
 $250,765
 $2,597
 $10,722
 $113,100
 $1,647,262
Balance, beginning of period$1,257,282 $290,683 $78,633 $186,767 $1,813,365 
Purchases267,658
 28,875
 —
 1,500
 7,600
 305,633
Purchases212,886 285 14,623 — 227,794 
Sales(20,610) —
 —
 —
 —
 (20,610)Sales(79,406)(19,690)— — (99,096)
Paydowns(26,731) (12,500) (43) —
 (8,400) (47,674)Paydowns(66,139)(7,000)— — (73,139)
Accretion of discount1,548
 284
 —
 —
 —
 1,832
Accretion of discount2,615 171 49 — 2,835 
Net realized gains (losses)141
 —
 31
 —
 —
 172
Net realized gains (losses)151 (4,659)— — (4,508)
Net change in unrealized appreciation (depreciation)(1,434) 1,359
 —
 1,330
 —
 1,255
Net change in unrealized appreciation (depreciation)1,205 3,421 (753)2,836 6,709 
Balance, end of period$1,490,650
 $268,783
 $2,585
 $13,552
 $112,300
 $1,887,870
Balance, end of period$1,328,594 $263,211 $92,552 $189,603 $1,873,960 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2017 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations$(1,053) $1,519
 $—
 $1,330
 $—
 $1,796
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$780 $(834)$(753)$2,836 $2,029 
 Financial Assets
For the three month period ended September 30, 2016
 First Lien Debt Second Lien Debt Structured Finance Obligations Equity Investments Investment Fund - Mezzanine Loan Total
Balance, beginning of period$944,494
 $219,383
 $8,040
 $4,703
 $1,000
 $1,177,620
Purchases244,501
 —
 —
 856
 53,200
 298,557
Sales(13,342) (8,274) —
 —
 (22,400) (44,016)
Paydowns(65,764) (20,969) (1,432) —
 —
 (88,165)
Accretion of discount1,591
 288
 —
 —
 —
 1,879
Net realized gains (losses)(99) 221
 (1) —
 —
 121
Net change in unrealized appreciation (depreciation)3,206
 5,648
 1,145
 661
 —
 10,660
Balance, end of period$1,114,587
 $196,297
 $7,752
 $6,220
 $31,800
 $1,356,656
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2016 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations$4,051
 $5,507
 $1,145
 $661
 $—
 $11,364


 Financial Assets
For the nine month period ended September 30, 2017
 First Lien Debt Second Lien Debt Structured Finance Obligations Equity Investments Investment Fund - Mezzanine Loan Total
Balance, beginning of period$1,139,548
 $171,864
 $5,216
 $6,474
 $62,384
 $1,385,486
Purchases800,283
 125,935
 —
 5,256
 91,760
 1,023,234
Sales(149,302) (2,978) —
 —
 —
 (152,280)
Paydowns(294,552) (29,893) (2,792) —
 (41,844) (369,081)
Accretion of discount7,821
 582
 —
 —
 —
 8,403
Net realized gains (losses)(7,710) (3) (11) —
 —
 (7,724)
Net change in unrealized appreciation (depreciation)(5,438) 3,276
 172
 1,822
 —
 (168)
Balance, end of period$1,490,650
 $268,783
 $2,585
 $13,552
 $112,300
 $1,887,870
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2017 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations$(9,517) $3,627
 $127
 $1,822
 $—
 $(3,941)
Financial Assets
Financial Assets
For the nine month period ended September 30, 2016		 For the nine months ended September 30, 2022
First Lien Debt Second Lien Debt Structured Finance Obligations Equity Investments Investment Fund - Mezzanine Loan Total First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$785,459
 $210,396
 $44,812
 $2,424
 $—
 $1,043,091
Balance, beginning of period$1,232,084 $341,776 $77,093 $184,141 $1,835,094 
Purchases468,155
 33,488
 —
 2,857
 54,200
 558,700
Purchases518,528 966 18,297 — 537,791 
Sales(54,641) (19,109) (30,457) —
 (22,400) (126,607)Sales(177,776)(23,703)(5,034)— (206,513)
Paydowns(90,540) (33,462) (6,689) —
 —
 (130,691)Paydowns(241,555)(43,325)(1,083)— (285,963)
Accretion of discount3,033
 574
 (31) —
 —
 3,576
Accretion of discount6,833 912 189 — 7,934 
Net realized gains (losses)72
 221
 (9,771) —
 —
 (9,478)Net realized gains (losses)3,102 (5,615)3,898 — 1,385 
Net change in unrealized appreciation (depreciation)3,049
 4,189
 9,888
 939
 —
 18,065
Net change in unrealized appreciation (depreciation)(12,622)(7,800)(808)5,462 (15,768)
Balance, end of period$1,114,587
 $196,297
 $7,752
 $6,220
 $31,800
 $1,356,656
Balance, end of period$1,328,594 $263,211 $92,552 $189,603 $1,873,960 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2016 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations$2,713
 $3,281
 $687
 $939
 $—
 $7,620
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of OperationsNet change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations$(8,132)$(7,679)$(2,295)$5,462 $(12,644)
The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The CompanyInvestment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value itsthe Company’s portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.


Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.
46

Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.
Investments in structured finance obligations are generally valued using a discounted cash flow and/or consensus pricing.
Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes EBITDAmarket value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.
Investments in Credit Fund’s mezzanine loan are valued using collateral analysis with the expected recovery rate of principal and interest. Investments in Credit Fund’s subordinated loan and member’s interest of the investment fund are valued using the net asset value of the Company’s ownership interest in the investment fund and investments in the mezzanine loan of the investment fund are valued using discounted cash flow analysis with the expected repaymentdiscount rate, default rate and recovery rate of principal and interest.
The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of September 30, 20172023 and December 31, 2016:2022:
 Fair Value as of September 30, 2023Valuation TechniquesSignificant Unobservable InputsRange 
 LowHighWeighted Average
Investments in First Lien Debt$1,128,465 Discounted Cash FlowDiscount Rate5.06 %17.64 %8.65 %
16,296 Consensus PricingIndicative Quotes94.00 %100.00 %97.75 %
126,211 Income ApproachDiscount Rate9.40 %11.07 %10.18 %
Market ApproachComparable Multiple8.60x10.89x9.77x
Total First Lien Debt1,270,972 
Investments in Second Lien Debt234,339 Discounted Cash FlowDiscount Rate8.29 %15.06 %9.83 %
2,636 Income ApproachDiscount Rate11.07 %11.07 %11.07 %
Total Second Lien Debt236,975 
Investments in Equity101,113 Income ApproachDiscount Rate7.22 %12.91 %10.39 %
Market ApproachComparable Multiple7.93x16.16x9.83x
Total Equity Investments101,113 
Investments in Credit Fund
Subordinated Loan and
Member's Interest		184,527 Discounted Cash FlowDiscount Rate10.25 %10.25 %10.25 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Credit Fund184,527 
Total Level 3 Investments$1,793,587 
47

 Fair Value as of September 30, 2017 Valuation Techniques Significant Unobservable Inputs Range  
 Low High Weighted Average
Investments in First Lien Debt$1,391,668
 Discounted Cash Flow Discount Rate 4.36% 17.63% 8.16%
 76,174
 Consensus Pricing Indicative Quotes 60.17
 100.28
 93.59
 22,808
 Income Approach Discount Rate 9.47% 9.47% 9.47%
   Market Approach Comparable Multiple 8.09x
 8.09x
 8.09x
Total First Lien Debt1,490,650
          
Investments in Second Lien Debt211,396
 Discounted Cash Flow Discount Rate 7.72% 20.22% 9.85%
 57,387
 Consensus Pricing Indicative Quotes 94.50
 100.00
 98.98
Total Second Lien Debt268,783
          
Investments in Structured Finance Obligations2,585
 Consensus Pricing Indicative Quotes 22.00
 22.00
 22.00
Total Structured Finance Obligations2,585
          
Investments in Equity13,552
 Income Approach Discount Rate 7.69% 12.12% 8.85%
   Market Approach Comparable Multiple 7.52x
 14.86x
 11.10x
Total Equity Investments13,552
          
Investments in Investment Fund—Mezzanine Loan112,300
 Income Approach Repayment Rate 100.00% 100.00% 100.00%
Total Investment Fund—Mezzanine Loan112,300
          
Total Level 3 Investments$1,887,870
          


Fair Value as of December 31, 2016 Valuation Techniques Significant Unobservable Inputs Range   Fair Value as of December 31, 2022Valuation TechniquesSignificant Unobservable InputsRange 
Low High Weighted Average LowHighWeighted Average
Investments in First Lien Debt$986,695
 Discounted Cash Flow Discount Rate 4.50% 16.33% 7.94%Investments in First Lien Debt$1,157,414 Discounted Cash FlowDiscount Rate4.84 %17.96 %9.09 %
152,853
 Consensus Pricing Indicative Quotes 40.75
 106.36
 97.29
74,457 Consensus PricingIndicative Quotes97.00 %100.00 %97.95 %
128,091 Income ApproachDiscount Rate9.03 %19.31 %13.34 %
Market ApproachComparable Multiple5.21x10.51x9.81x
Total First Lien Debt1,139,548
      Total First Lien Debt1,359,962 
Investments in Second Lien Debt153,657
 Discounted Cash Flow Discount Rate 7.93% 11.05% 9.75%Investments in Second Lien Debt262,703 Discounted Cash FlowDiscount Rate8.96 %13.33 %10.12 %
16,525
 Consensus Pricing Indicative Quotes 83.17
 100.88
 94.48
1,682
 Income Approach Discount Rate 15.32% 15.32% 15.32%
  Market Approach Comparable Multiple 8.01x
 8.68x
 8.34x
Total Second Lien Debt171,864
      Total Second Lien Debt262,703 
Investments in Structured Finance Obligations2,761
 Discounted Cash Flow Discount Rate 22.00% 22.00% 22.00%
  Default Rate 1.13
 1.13
 1.13
  Prepayment Rate 35.00
 35.00
 35.00
  Recovery Rate 65.00
 65.00
 65.00
2,455
 Consensus Pricing Indicative Quotes 0.10
 48.79
 48.50
Total Structured Finance Obligations5,216
      
Investments in Equity6,474
 Income Approach Discount Rate 8.68% 10.40% 9.41%Investments in Equity94,190 Income ApproachDiscount Rate7.22 %12.69 %9.89 %
  Market Approach Comparable Multiple 7.22x
 13.71x
 11.00x
Market ApproachComparable Multiple8.40x17.24x10.41x
Total Equity Investments6,474
      Total Equity Investments94,190 
Investments in Investment Fund—Mezzanine Loan62,384
 Income Approach Repayment Rate 100.00% 100.00% 100.00%
Total Investment Fund—Mezzanine Loan62,384
      
Investment in Credit FundInvestment in Credit Fund
Subordinated Loan and Member's InterestSubordinated Loan and Member's Interest190,065 Discounted Cash FlowDiscount Rate10.25 %10.25 %10.25 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Credit FundTotal Investments in Credit Fund190,065 
Total Level 3 Investments$1,385,486
      Total Level 3 Investments$1,906,920 
The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in structured finance obligations are discount rates, default rates, prepayment rates, recovery rates and indicative quotes. Significant increases in discount rates, default rates or prepayment rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates in isolation would result in a significantly higher fair value. Significant decreases in indicative quotes in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.
The significant unobservable input used in the fair value measurement of the Company’s investment in the mezzanine loan of Credit Fund is the recovery rate of principal and interest. A significant decrease in the recovery rate would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in the subordinated loan and member’s interest of Credit Fund are the discount rate, default rate and recovery rate. Significant increases in the discount rate or default rate in isolation would result in a significantly lower fair value measurement. A significant decrease in the recovery rate in isolation would result in a significantly lower fair value measurement.
Financial instruments disclosed but not carried at fair value
The following table presents the carrying value (before debt issuance costs) and fair value of the Company’s secured borrowingsCredit Facility, Senior Notes, and 2015-1R Notes disclosed but not carried at fair value as of September 30, 20172023 and December 31, 2016:2022:


 September 30, 2023December 31, 2022
 Carrying ValueFair ValueCarrying ValueFair Value
Secured borrowings$366,256 $366,256 $440,441 $440,441 
2019 Notes115,000 102,849 115,000 105,496 
2020 Notes75,000 67,731 75,000 69,180 
Aaa/AAA Class A-1-1-R Notes234,800 233,016 234,800 232,170 
Aaa/AAA Class A-1-2-R Notes50,000 49,770 50,000 49,655 
Aaa/AAA Class A-1-3-R Notes25,000 23,938 25,000 24,013 
AA Class A-2-R Notes66,000 65,340 66,000 63,802 
A Class B Notes46,400 45,078 46,400 44,465 
BBB- Class C Notes27,000 26,393 27,000 25,920 
Total$1,005,456 $980,371 $1,079,641 $1,055,142 
48
 September 30, 2017 December 31, 2016
 Carrying Value Fair Value Carrying Value Fair Value
Secured borrowings$578,769
 $578,769
 $421,885
 $421,885
Total$578,769
 $578,769
 $421,885
 $421,885

The carrying values of the secured borrowings generally approximate their respective fair values anddue to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy. Secured borrowings
The carrying values of the Senior Notes approximate their respective fair values. The Senior Notes are categorized as Level 3 within the hierarchy and are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s secured borrowingsSenior Notes are discount rates. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement.
The following table represents the carrying values (before debt issuance costs) and fair valuesvalue of the Company’s 2015-12015-1R Notes disclosed but not carried atapproximate their respective fair valuevalues. The 2015-1R Notes are categorized as of September 30, 2017Level 3 within the hierarchy and December 31, 2016:
 September 30, 2017 December 31, 2016
 Carrying Value Fair Value Carrying Value Fair Value
Aaa/AAA Class A-1A Notes$160,000
 $160,030
 $160,000
 $160,072
Aaa/AAA Class A-1B Notes40,000
 40,009
 40,000
 39,960
Aaa/AAA Class A-1C Notes27,000
 27,009
 27,000
 26,951
Aa2 Class A-2 Notes46,000
 46,008
 46,000
 45,784
Total$273,000
 $273,056
 $273,000
 $272,767
The fair value determination of the Company’s 2015-1 Notes was based on theare valued generally using market quotation(s) received from broker/dealer(s). These fair value measurements were based on, which are significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.unobservable inputs.
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
4. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 and August 6, 2018 after receipt of requisite Board and stockholders' approvals, as applicable (as amended, the “Investment Advisory Agreement”) after the approval of the Company’s Board of Directors, including a majority of the Independent Directors, at an in-person meeting of the Board of Directors held on May 30, 2017 and the approval of the Company’s stockholders at a special meeting of stockholders held on September 15, 2017. The Investment Advisory Agreement was amended, among other things, to (i) reduce the incentive fee payable by the Company to the Investment Adviser from an annual rate of 20% to an annual rate of 17.5%, (ii) delete the incentive fee payment deferral test described below, and (iii) include in the pre-incentive fee net investment income, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. The initial term of the Investment Advisory Agreement is two years from September 15, 2017 and, unless. Unless terminated earlier, the Investment Advisory Agreement will renewrenews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. On May 4, 2023, the Company’s Board of Directors, including a majority of the Independent Directors, approved at an in-person meeting the continuance of the Company’s Investment Advisory Agreement with the Adviser for an additional one year term. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.
Effective September 15, 2017, the base managementThe Base Management fee is calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the Company’s gross assets at the end of the two most recently completed fiscal quarters, except forquarters; provided, however, the first quarter following the IPO, in which case the base managementBase Management fee is calculated based onat an annual rate of 1.00% of the Company’s gross assets as of the end of such fiscal quarter. In each case, the base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quartertwo most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the base management fees for any partial month or quarter will be pro-rated. Theaverage value of the Company’s gross assets exclude any cash and cash equivalents andnet asset value at the end of the two most recently completed calendar quarters. “Gross assets” is determined on a consolidated basis in accordance with U.S. GAAP, include assets acquired through the incurrence of debt from


use of the SPV Credit Facility, Credit Facility and 2015-1 Notes (see Note 6,7, Borrowings, to these unaudited consolidated financial statements), and Note 7, 2015-1 Notes).excludes cash and any temporary investments in cash-equivalents. For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents,includes U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.
Prior to September 15, 2017, under the Original Investment Advisory Agreement, the base management fee was calculated and The Base Management Fee is payable quarterly in arrears, at an annual rate of 1.50% of the average daily gross assets of the Companywill be appropriately adjusted for the period adjusted forany share issuances or repurchases. Prior torepurchases during such the IPO, the Investment Adviser waived its right to receive one-third (0.50%) of the 1.50% base management fee. Any waived base management fees are not subject to recoupment by the Investment Adviser
The fee waiver terminated when the IPO had been consummated. As previously disclosed, in connection with the IPO, the Investment Adviser has agreed to continue the fee waiver until the completion of the first full quarter after the consummation of the IPO. As a result, beginning October 1, 2017, the base management fee is calculated at an annual rate of 1.50% of the Company’s gross assets.applicable fiscal quarters, and will be appropriately pro-rated for any partial month or quarter.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Effective September 15, 2017, pre-incentive
49

Pre-incentive fee net investment income, expressed as a rate of return on the value of ourthe Company’s net assets at the end of the immediately preceding calendar quarter, will behas been compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.
Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
 
•no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;
•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and
•17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee net investment income thereafter is allocated to the Investment Adviser.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5% of realized capital gains, if any, on a cumulative basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation.


Prior to the September 15, 2017, under the Original Investment Advisory Agreement, pre-incentive fee net investment income, which did not include, in the case of investments withBelow is a deferred interest feature, accrued income that the Company has not yet received in cash, and was expressed as a rate of return on the average daily Hurdle Calculation Value (as defined below) throughout the immediately preceding calendar quarter, was compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up” of 1.875% per quarter (7.50% annualized), as applicable. “Hurdle Calculation Value” meant, on any given day, the sum of (x) the value of net assets assummary of the end of the calendar quarter immediately preceding such day plus (y) the aggregate amount of capital drawn from investors (or reinvested in the Company pursuant to a dividend reinvestment plan) from the beginning of the current quarter to such day minus (z) the aggregate amount of distributions (including share repurchases) made by the Company from the beginning of the current quarter to such day, but only to the extent such distributions were not declaredbase management fees and accounted for on the books and records in a previous quarter. In addition, under the Original Investment Advisory Agreement, the Company deferred payment of any incentive fee otherwise earned by the Investment Adviser if,fees incurred during the most recent four full calendar quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the aggregate distributions to stockholders and (b) the change in net assets (defined as gross assets less indebtedness and before taking into account any incentive fees payable during the period) is less than 6.0% of net assets (defined as gross assets less indebtedness) at the beginning of such period. These calculations were adjusted for any share issuances or repurchases. Any deferred incentive fees were carried over for payment in subsequent calculation periods.
As previously disclosed, in connection with the IPO, the Investment Adviser agreed to charge 17.5% instead of 20% with respect to, or effectively waive 2.5% from, the entire calculation of the incentive fee beginning on the first full quarter following the consummation of the IPO until the earlier of (i) October 1, 2017 and (ii) the date that the Company’s stockholders vote on the approval of the amendment to the Original Investment Advisory Agreement. The Company’s stockholders voted to approve the Investment Advisory Agreement on September 15, 2017.
For the three month and nine month periodsmonths ended September 30, 2017, base management fees were $4,6662023 and $11,854, respectively (net of waiver of $2,333 and $5,927, respectively), incentive fees related to pre-incentive fee net investment income were $5,321 and $15,459, respectively, and there were no incentive fees related to realized capital gains. For the three month and nine month periods ended September 30, 2016, base management fees were $3,132 and $8,789, respectively (net of waiver of $1,567 and $4,395, respectively), incentive fees related to pre-incentive fee net investment income were $3,962 and $10,318, respectively, and there were no incentive fees related to realized capital gains. For the three month and nine month periods ended September 30, 2017 and 2016, there were no accrued2022.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees on pre-incentive fee net investment income5,530 6,451 16,595 16,137 
Total base management fees and incentive fees$12,610 $13,713 $38,096 $37,562 
Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2017 and 2016, respectively. Thefrom inception. Accordingly, the accrual for any capital gains incentive fee under USU.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. During the three and nine months ended September 30, 2023 and 2022, there were no accrued or realized capital gains incentive fees.
As of September 30, 20172023 and December 31, 2016, $9,9862022, $12,636 and $8,157,$12,681, respectively, was included in base management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
On April 3, 2013, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.
50

Administration Agreement
On April 3, 2013, the Company’sCompany's Board of Directors approved an administration agreementthe Administration Agreement (the “Administration Agreement”) between the Company and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief ComplianceFinancial Officer and Chief FinancialCompliance Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.
The initial term of the Administration Agreement is two years from April 3, 2013 and, unlessUnless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On March 20, 2017,May 4, 2023, the Company’sCompany's Board of Directors, including a majority of the Independent Directors, approved the continuance of the


Administration Agreement for a one year period. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.
For the three month and nine month periodsmonths ended September 30, 2017,2023 and 2022, the Company incurred $184$369 and $522, respectively, and for the three month and nine month periods ended September 30, 2016, the Company incurred $180 and $526,$470, respectively, in fees under the Administrative Agreement, which wereAdministration Agreement. For the nine months ended September 30, 2023 and 2022, the Company incurred $866 and $1,337, respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of September 30, 20172023 and December 31, 2016, $1002022, $2,577 and $137,$1,711, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
Sub-Administration Agreements
On April 3, 2013, the Administrator entered into a sub-administration agreementsagreement with Carlyle Employee Co. and CELF Advisors LLP (“CELF”) (the “Carlyle Sub-Administration Agreements”Agreement”). Pursuant to the Carlyle Sub-Administration Agreements,Agreement, Carlyle Employee Co. and CELF provideprovides the Administrator with access to personnel.
On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements,Agreement, the “Sub-Administration Agreements”). On March 11, 2015, the Company’s Board of Directors, including a majority of the Independent Directors, approved an amendment to the State Street Sub-Administration Agreement. The initial term of the State Street Sub-Administration Agreement ends on April 1, 2017 and, unlessUnless terminated earlier, the State Street Sub-Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 4, 2023, the Company's Board of Directors, including a majority of the Independent Directors, approved the continuance of the State Street Sub-Administration Agreement for a one year period. The State Street Sub-Administration Agreement may be terminated upon at least 60 days’ written notice and without penalty by the vote of a majority of the outstanding securities of the Company, or by the vote of the Board of Directors or by either party to the State Street Sub-Administration Agreement.
For the three month and nine month periodsmonths ended September 30, 2017,2023 and 2022, the Company incurred $170 and $271, respectively, in fees incurred in connection withunder the State Street Sub-Administration Agreement, which amounted to $209Agreement. For the nine months ended September 30, 2023 and $531,2022, the Company incurred $499 and $620, respectively, werein fees under the State Street Sub-Administration Agreement. These fees are included in other general and administrative in the accompanying Consolidated Statements of Operations. For the three month and nine month periods ended September 30, 2016, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $154 and $442, respectively, were included in other general and administrativeexpenses in the accompanying Consolidated Statements of Operations. As of September 30, 20172023 and December 31, 2016, $1222022, $223 and $159,$298, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
Placement FeesLicense Agreement
On April 3, 2013, theThe Company has entered into a placement fee arrangementroyalty free license agreement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate ofCIM, which wholly owns the Investment Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which may require stockholdersCIM has granted the Company a non-exclusive, revocable and non-transferable license to pay a placement fee to TCG for TCG’s services. Atuse the time of the IPO, the placement fee arrangement with TCG was automatically terminated.name and mark “Carlyle.”
For the three month and nine month periods ended September 30, 2017, TCG earned placement fees of $0 and $19, respectively, from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock. For the three month and nine month periods ended September 30, 2016, TCG earned placement fees of $2 and $8, respectively, from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock.
51

Board of Directors
The Company’s Board of Directors currently consists of fiveseven members, threefour of whom are Independent Directors. On April 3, 2013, the Board of Directors established an Audit Committee consisting of its Independent Directors. The Board of Directors alsohas established an Audit Committee, a Pricing Committee, of the Board of Directors, a Nominating and Governance Committee of the Board of Directors and a Compensation Committee, the members of each of which consist of the Company’s Independent Directors. The Board of Directors and may establish additional committees in the future. For the three month and nine month periodsmonths ended September 30, 2017,2023 and 2022, the Company incurred $121$103 and $355, respectively, and for the three month and nine month periods ended September 30, 2016, the Company incurred $146 and $410,$173, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. For the Audit Committee. As ofnine months ended September 30, 20172023 and December 31, 2016, $12022, the Company incurred $333 and $0 was unpaid$519, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. These fees are included in other accrueddirectors’ fees and expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.


Transactions
During the nine month periods endedOperations. As of September 30, 20172023 and 2016,December 31, 2022, no fees or expenses associated with its Independent Directors were payable.
Transactions with Investment Funds
At times, the Company sold 16will engage in purchase and 1 investments, respectively, tosale transactions with Credit Fund, for proceeds of $113,321 and $20,038, respectively, and realized gains of $190 and $0, respectively.as detailed below. See Note 5, Middle Market Credit Fund, LLC, to these unaudited consolidated financial statements for further information about Credit Fund.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments sold— 3 3 6 
Proceeds from investments$— $31,014 $18,237 $84,534 
Realized gain (loss) from investments$— $121 $(94)$48 
At times, the Company will engage in purchase and sale transactions with Credit Fund II, as detailed below. See Note 6, Middle Market Credit Fund II, LLC, to these unaudited consolidated financial statements for further information about Credit Fund II.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments purchased1 — 1 — 
Cost of investments purchased$6,581 $— $6,581 $— 
Number of investments sold5 5 10 9 
Proceeds from investments$24,601 $27,429 $45,190 $59,222 
Realized gain (loss) from investments$140 $(421)$(33)$(842)

Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of the cumulative convertible preferred stock, par value $0.01 per share, to an affiliate of Carlyle in a private placement at a price of $25 per share. For the three and nine months ended September 30, 2023, the Company declared and paid dividends on the Preferred Stock of $875 and $2,625, respectively. For the three and nine months ended September 30, 2022, the Company declared and paid dividends on the Preferred Stock of $875 and $2,625, respectively. See Note 9, Net Assets, to these unaudited consolidated financial statements for further information about the Preferred Stock.
5. MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into an amended and restated limited liability company agreement, which was subsequently amended and restated on June 24, 2016, February 22, 2021, May 16, 2022 and April 20, 2023 (as amended, the Limited“Limited Liability Company AgreementAgreement”) to co-manage Credit Fund, an unconsolidateda Delaware limited liability company.company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in
52

first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000$250,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”) and MMCF Warehouse II, LLC (the “Credit Fund Warehouse II”), each a Delaware limited liability company, waswere formed on April 5, 2016.2016 and August 16, 2019, respectively. Credit Fund Sub and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. Credit Fund Sub primarily invests in first lien loans of middle market companies. Credit Fund Sub is aand its wholly owned subsidiary of Credit Fund and is consolidated in Credit Fund’s consolidated financial statements commencing from the date of its formation. Credit Fund followssubsidiaries follow the same Internal Risk Rating System as the Company. Refer to “Debt” below in this Note 5 for discussions regarding the credit facility entered into and the notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle GMS FinanceGlobal Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative“Credit Fund Administrative Agent”), pursuant to which the Credit Fund Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at ourthe expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Credit Fund Administrative Agent in performing its obligations thereunderthereunder.
Selected Financial Data
Since inception of Credit Fund and through September 30, 20172023 and December 31, 2016,2022, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $74,500 and $35,000, respectively,$216,000 in subordinated loans to Credit Fund. On May 25, 2021, the Company and Credit Partners received an aggregate return of capital on the subordinated loans of $46,000, of which the Company received $23,000. Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
 (unaudited) 
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $809,730 and $953,467, respectively)$755,949 $902,720 
Cash, cash equivalents and restricted cash(1)
31,011 28,030 
Other assets7,914 9,681 
Total assets$794,874 $940,431 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$441,221 $588,621 
Other liabilities31,950 19,940 
Subordinated loans and members’ equity(2)
321,703 331,870 
Total liabilities and members’ equity$794,874 $940,431 
(1)As of September 30, 20172023 and December 31, 2016,2022, $14,374 and $14,393, respectively, of Credit Fund had net borrowings of $112,300Fund's cash and $62,384, respectively, in mezzanine loans under a revolving credit facility with the Company (the “Credit Fund Facility”). cash equivalents was restricted.
(2)As of September 30, 20172023 and December 31, 2016, Credit Fund had2022, the fair value of Company's ownership interest in the subordinated loans and members’ capital of $152,495equity was $184,527 and $74,547,$190,065, respectively. As of September 30, 2017 and December 31, 2016, the Company’s ownership interest in such subordinated loans and members’ capital was $76,247 and $37,273, respectively, and in such mezzanine loans was $112,300 and $62,384, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund held cash and cash equivalents totaling $14,767 and $6,103, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund had total investments at fair value of $823,129 and $437,829, respectively, which was comprised of first lien senior secured loans and second lien senior secured loans to 47 and 28 portfolio companies, respectively. As of September 30, 2017 and December 31, 2016, no loans in Credit Fund’s portfolio were on non-accrual status or contained PIK provisions. All investments in the portfolio were floating rate debt investments with an interest rate floor. The portfolio companies in Credit Fund are U.S. middle market companies in industries similar to those in which the Company may invest directly. Additionally, as of September 30, 2017 and December 31, 2016, Credit Fund had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $65,341 and $30,361, respectively.
53



Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$22,753 $18,563 $68,198 $48,049 
Expenses
Interest and credit facility expenses10,491 6,858 31,203 15,983 
Other expenses434 410 1,435 1,507 
Total expenses10,925 7,268 32,638 17,490 
Net investment income (loss)11,828 11,295 35,560 30,559 
Net realized gain (loss) on investments16 (189)(9,693)(189)
Net change in unrealized appreciation (depreciation) on investments1,448 (4,757)(3,034)(31,795)
Net increase (decrease) resulting from operations$13,292 $6,349 $22,833 $(1,425)
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 20172023 and December 31, 2016:2022:
As of
September 30, 2023December 31, 2022
Senior secured loans(1)
$816,447 $955,605 
Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual status3 — 
Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates(2)(3)
100.0 %100.0 %
Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions(3)
4.7 %5.5 %
(1)At par/principal amount.
(2)Floating rate debt investments are generally subject to interest rate floors.
(3)Percentages based on fair value.
54

 As of
September 30, 2017		 As of
December 31, 2016
Senior secured loans (1)
$827,857
 $439,086
Weighted average yields of senior secured loans based on amortized cost (2)
6.63% 6.47%
Weighted average yields of senior secured loans based on fair value (2)
6.60% 6.41%
Number of portfolio companies in Credit Fund47
 28
Average amount per portfolio company (1)
$17,614
 $15,682
(1)At par/principal amount.
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.


Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(9)Aerospace & DefenseSOFR4.50%9.89%3/31/2028$38,385 $37,966 $38,005 
Alpine Acquisition Corp II+(2)(3)(6)(2)(3)(6)Transportation: CargoSOFR6.00%11.47%11/30/20269,925 9,528 9,463 
API Technologies Corp.+(2)(6)(7)Aerospace & DefenseSOFR4.25%11.75%5/9/202614,400 14,366 8,878 
Avalign Technologies, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.92%12/22/202514,182 14,131 13,119 
BMS Holdings III Corp.+(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/202611,046 10,979 10,744 
Bradyifs Holdings, LLC+(2)(3)(6)WholesaleSOFR6.25%11.68%11/22/20255,966 5,852 5,948 
Chartis Holding, LLC^+(2)(3)(6)(9)Business ServicesSOFR5.00%10.52%5/1/20257,311 7,311 7,290 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)(9)SoftwareSOFR4.50%9.92%8/30/202411,523 11,423 11,465 
Diligent Corporation^+(2)(3)(6)(9)TelecommunicationsSOFR6.25%11.77%8/4/20259,883 9,756 9,745 
Divisions Holding Corporation+(2)(3)(6)Business ServicesSOFR4.75%10.18%5/27/202814,080 13,979 13,999 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%10.12%4/26/202929,700 29,201 28,802 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.84%4/14/202819,230 19,029 19,153 
EPS Nass Parent, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.29%4/19/202834,608 34,115 33,934 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsSOFR5.50%11.22%6/7/202542,720 42,698 41,746 
Exactech, Inc.+(2)(3)(6)Healthcare & PharmaceuticalsSOFR3.75%9.17%2/14/202520,912 20,873 8,365 
GSM Acquisition Corp.+(2)(3)(6)Leisure Products & ServicesSOFR5.00%10.51%11/16/202630,734 30,528 30,217 
Heartland Home Services, Inc.+(2)(3)(6)Consumer ServicesSOFR5.75%11.07%12/15/20267,187 7,117 7,041 
Heartland Home Services, Inc.+(2)(3)(6)(9)Consumer ServicesSOFR6.00%11.32%12/15/202624,070 24,004 23,730 
HMT Holding Inc.^+(2)(3)(6)(9)Energy: Oil & GasSOFR6.00%11.57%11/17/202534,718 34,616 33,740 
Integrity Marketing Acquisition, LLC+(2)(3)(6)Diversified Financial ServicesSOFR6.05%11.57%8/27/202636,664 36,427 36,246 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Diversified Financial ServicesSOFR6.02%11.54%8/27/20266,897 6,841 6,813 
Jensen Hughes, Inc.^+(2)(3)(6)(9)Utilities: ElectricSOFR5.75%11.22%3/22/202533,773 33,763 33,534 
KAMC Holdings, Inc.+(2)(6)Energy: ElectricitySOFR4.00%9.72%8/14/202613,440 13,410 11,894 
KBP Investments, LLC+(2)(3)(9)Beverage & FoodSOFR5.50%, 1.00% PIK12.02%5/25/202737,418 37,259 35,272 
North Haven Fairway Buyer, LLC+(2)(3)Consumer ServicesSOFR6.50%11.88%5/17/20286,717 6,562 6,574 
Output Services Group+(2)(3)(7)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK10.82%6/27/202619,360 19,218 3,291 
PF Atlantic Holdco 2, LLC+(2)(3)(6)Leisure Products & ServicesSOFR5.50%11.06%11/12/202715,279 15,081 15,247 
Premise Health Holding Corp.+(2)(6)Healthcare & PharmaceuticalsSOFR3.75%9.15%7/10/202513,202 13,183 12,839 
Radiology Partners, Inc.+(2)(6)Healthcare & PharmaceuticalsSOFR4.25%10.18%7/9/202527,627 27,583 20,652 
RevSpring Inc.+(2)(6)Media: Advertising, Printing & PublishingSOFR4.00%9.65%10/11/202528,623 28,540 28,051 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassSOFR5.50%10.92%12/30/202614,589 14,499 14,491 
Summit Acquisition, Inc.+(2)(3)Diversified Financial ServicesSOFR6.75%12.14%5/1/20305,955 5,782 5,899 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%11.17%3/31/202819,799 19,324 19,207 
55

Consolidated Schedule of Investments as of September 30, 2017
Investments (1)
Industry Interest Rate Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)           
Acrisure, LLC (2) (3) (4)
Banking, Finance, Insurance & Real Estate L + 5.00% (1.00% Floor) 11/22/2023 $19,900
 $19,855
 $20,099
Advanced Instruments, LLC (2) (3) (4) (7) (10) (11)
Healthcare & Pharmaceuticals L + 5.25% (1.00% Floor) 10/31/2022 11,940
 11,818
 11,904
Alpha Packaging Holdings, Inc. (2) (3) (4) (7) (10)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 5/12/2020 15,288
 15,236
 15,289
AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity L + 4.75% (1.00% Floor) 10/31/2022 29,775
 29,530
 29,647
AMS Finco, S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (11)
Business Services L + 5.50% (1.00% Floor) 5/26/2024 24,938
 24,700
 25,012
Anaren, Inc. (2) (3) (4)
Telecommunications L + 4.50% (1.00% Floor) 2/18/2021 10,065
 10,040
 10,065
AQA Acquisition Holding, Inc. (2) (3) (4) (7) (10)
High Tech Industries L + 4.50% (1.00% Floor) 5/24/2023 27,472
 27,346
 27,469
Borchers, Inc. (2) (3) (4) (7) (10)
Chemicals, Plastics & Rubber L + 4.75% (1.00% Floor) 1/13/2024 8,024
 7,982
 8,024
Brooks Equipment Company, LLC (2) (3) (4)
Construction & Building L + 5.00% (1.00% Floor) 8/29/2020 7,196
 7,180
 7,195
Datapipe, Inc. (2) (3) (4)
Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,675
 9,618
 9,675
DBI Holding LLC (2) (3) (4) (11)
Transportation: Cargo

 L + 5.25% (1.00% Floor) 8/1/2021 19,850
 19,697
 19,832
DecoPac, Inc. (2) (3) (4) (7) (10)
Non-durable Consumer Goods L + 4.25% (1.00% Floor) 9/29/2024 13,286
 13,136
 13,218
Dent Wizard International Corporation (2) (3) (4) (11)
Automotive L + 4.75% (1.00% Floor) 4/7/2020 24,564
 24,431
 24,530
DTI Holdco, Inc. (2) (3) (4)
High Tech Industries L + 5.25% (1.00% Floor) 9/30/2023 19,800
 19,619
 19,008
EAG, Inc. (2) (3) (4) (11)
Business Services L + 4.25% (1.00% Floor) 7/28/2018 8,231
 8,252
 8,231
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8) (11)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 22,740
 22,178
 22,374
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9) (11)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 1,500
 1,461
 1,480
Empower Payments Acquisitions, Inc. (2) (3) (4)
Media: Advertising, Printing & Publishing L + 5.50% (1.00% Floor) 11/30/2023 17,369
 17,050
 17,369
FCX Holdings Corp. (2) (3) (4) (11)
Capital Equipment L + 4.50% (1.00% Floor) 8/4/2020 9,620
 9,578
 9,620
Golden West Packaging Group LLC (2) (3) (4) (11)
Containers, Packaging & Glass L + 5.25% (1.00% Floor) 6/20/2023 20,948
 20,754
 20,839
J.S. Held LLC (2) (3) (4) (7) (10)
Banking, Finance, Insurance & Real Estate L + 5.50% (1.00% Floor) 9/27/2023 18,249
 18,057
 18,121
Jensen Hughes, Inc. (2) (3) (4) (7) (10) (12)
Utilities: Electric L + 5.00% (1.00% Floor) 12/4/2021 20,682
 20,491
 20,682
Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate L + 5.25% (1.00% Floor) 6/24/2022 19,750
 19,514
 19,630
MSHC, Inc. (2) (3) (4)
Construction & Building L + 4.25% (1.00% Floor) 7/31/2023 10,000
 9,956
 9,990
North American Dental Management, LLC (2) (3) (4) (7) (10)
Healthcare & Pharmaceuticals L + 4.75% (1.00% Floor) 7/7/2023 16,869
 16,299
 16,574
PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive L + 4.75% (1.00% Floor) 12/30/2022 9,875
 9,817
 9,875
Paradigm Acquisition Corp. (2) (3) (4)
Business Services L + 5.00% (1.00% Floor) 6/2/2022 11,909
 11,820
 11,909
Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4) (11)
Capital Equipment L + 5.00% (1.00% Floor) 5/27/2022 20,280
 20,181
 20,278
Premier Senior Marketing, LLC (2) (3) (4) (11)
Banking, Finance, Insurance & Real Estate L + 5.00% (1.00% Floor) 7/1/2022 8,722
 8,680
 8,665
PSI Services LLC (2) (3) (4) (7) (10) (11)
Business Services L + 5.00% (1.00% Floor) 1/19/2023 30,828
 30,278
 30,238
Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Turbo Buyer, Inc.+(2)(3)(8)(9)AutomotiveSOFR6.00%11.42%12/2/2025$33,987 $33,828 $33,565 
U.S. TelePacific Holdings Corp.^(2)(3)(6)(7)TelecommunicationsSOFR1.25%, 6.00% PIK12.56%5/2/20263,743 3,338 1,422 
USALCO, LLC+(2)(3)(6)Chemicals, Plastics & RubberSOFR6.00%11.43%10/19/202714,733 14,518 14,733 
VRC Companies, LLC^+(2)(3)(9)Business ServicesSOFR5.50%11.13%6/29/202723,561 23,313 23,361 
Welocalize, Inc.^+(2)(3)(6)(9)Business ServicesSOFR4.75%10.24%12/23/202433,211 33,064 31,722 
WRE Holding Corp.^+(2)(3)(6)(9)Environmental IndustriesSOFR5.00%10.29%1/3/20258,089 8,086 8,033 
Yellowstone Buyer Acquisition, LLC+(2)(3)(6)Consumer Goods: DurableSOFR5.75%11.20%9/13/202739,200 38,639 37,719 
First Lien Debt Total$809,730 $755,949 
Total Investments$809,730 $755,949 



^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
Consolidated Schedule of Investments as of September 30, 2017
Investments (1)
Industry Interest Rate Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)           
Q Holding Company (2) (3) (4)
Automotive L + 5.00% (1.00% Floor) 12/18/2021 17,322
 17,233
 17,322
QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 10,400
 9,777
 9,994
Restaurant Technologies, Inc. (2) (3) (4)
Retail L + 4.75% (1.00% Floor) 11/23/2022 17,412
 17,275
 17,226
Sovos Brands Intermediate, Inc. (2) (3) (4) (7) (10)
Beverage, Food & Tobacco L + 4.50% (1.00% Floor) 7/18/2024 21,622
 21,513
 21,619
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (4)
Sovereign & Public Finance L + 4.25% (1.00% Floor) 2/1/2024 3,980
 3,964
 3,980
Surgical Information Systems, LLC (2) (3) (4) (9) (11)
High Tech Industries L + 5.00% (1.00% Floor) 4/24/2023 30,000
 29,718
 29,991
Systems Maintenance Services Holding, Inc. (2) (3) (4) (11)
High Tech Industries L + 5.00% (1.00% Floor) 10/30/2023 24,316
 24,155
 24,076
T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 2,680
 2,621
 2,656
T2 Systems, Inc. (2) (3) (4) (7) (10)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 15,967
 15,600
 15,818
Teaching Strategies, LLC (2) (3) (4) (7) (10) (11)
Media: Advertising, Printing & Publishing L + 4.75% (1.00% Floor) 2/27/2023 18,009
 17,840
 17,936
The Original Cakerie, Ltd. (Canada) (2) (3) (4) (7) (10)
Beverage, Food & Tobacco L + 5.00% (1.00% Floor) 7/20/2021 6,957
 6,892
 6,957
The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco L + 5.50% (1.00% Floor) 7/20/2021 3,594
 3,580
 3,594
U.S. Acute Care Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals L + 5.00% (1.00% Floor) 5/15/2021 32,111
 31,874
 31,723
U.S. TelePacific Holdings Corp. (2) (3) (4) (11)
Telecommunications L + 5.00% (1.00% Floor) 5/2/2023 29,925
 29,632
 29,177
Valicor Environmental Services, LLC (2) (3) (4) (7) (10) (11)
Environmental Industries L + 5.00% (1.00% Floor) 6/1/2023 19,977
 19,492
 19,692
Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber P + 3.50% 2/5/2021 22,218
 22,142
 22,218
WIRB - Copernicus Group, Inc. (2) (3) (4)
Healthcare & Pharmaceuticals L + 5.00% (1.00% Floor) 8/12/2022 14,875
 14,806
 14,875
WRE Holding Corp. (2) (3) (4) (7) (10)
Environmental Industries L + 4.75% (1.00% Floor) 1/3/2023 5,028
 4,936
 4,976
Zest Holdings, LLC (2) (3) (4) (11)
Durable Consumer Goods L + 4.25% (1.00% Floor) 8/16/2023 21,500
 21,448
 21,657
Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries L + 5.00% (1.00% Floor) 11/17/2022 17,369
 17,207
 17,529
First Lien Debt Total        $816,259
 $819,858
Second Lien Debt (0.40% of fair value)           
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (7)
Sovereign & Public Finance L + 8.50% (1.00% Floor) 1/31/2025 $200
 $198
 $203
Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber P + 7.75% 2/5/2022 2,000
 1,968
 2,000
Zywave, Inc. (2) (3) (4)
High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 1,050
 1,036
 1,068
Second Lien Debt Total        $3,202
 $3,271
Total Investments        $819,461
 $823,129

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2017, the geographical composition of investments as a percentage of fair value was 1.28% in Canada, 3.04% in the United Kingdom,
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2023, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and 95.68% in the United States.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate (“P”)), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of September 30, 2017. As of September 30, 2017, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.34%, except for those loans as indicated in Note 11 below, and the U.S. Prime Rate loan was indexed at 4.25%.
(3)Loan includes interest rate floor feature.


(4)Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(7)Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.98%) and Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)As of September 30, 2017, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
Advanced Instruments, LLCRevolver 0.50% $1,333
 $(4)
Alpha Packaging Holdings, Inc.Delayed Draw 1.00% 1,780
 —
AQA Acquisition Holding, Inc.Revolver 0.50% 2,459
 —
Borchers, Inc.Revolver 0.50% 1,935
 —
DecoPac, Inc.Revolver 0.50% 1,714
 (8)
Jensen Hughes, Inc.Delayed Draw 1.00% 1,461
 —
Jensen Hughes, Inc.Revolver 0.50% 2,000
 —
J.S. Held LLCDelayed Draw 0.50% 2,253
 (14)
North American Dental Management, LLCDelayed Draw 1.00% 10,101
 (99)
North American Dental Management, LLCRevolver 0.50% 3,030
 (30)
PSI Services LLCRevolver 0.50% 226
 (4)
QW Holding Corporation (Quala)Delayed Draw 1.00% 7,515
 (134)
QW Holding Corporation (Quala)Revolver 0.50% 4,948
 (88)
Sovos Brands Intermediate, Inc.Revolver 0.50% 3,378
 —
T2 Systems, Inc.Revolver 0.50% 1,173
 (10)
Teaching Strategies, LLCRevolver 0.50% 1,900
 (7)
The Original Cakerie, Ltd. (Canada)Revolver 0.50% 1,665
 —
Valicor Environmental Services, LLCDelayed Draw 1.00% 5,825
 (55)
Valicor Environmental Services, LLC
Revolver 0.50% 4,197
 (40)
WRE Holding Corp.Delayed Draw 1.00% 4,125
 (21)
WRE Holding Corp.Revolver 0.50% 823
 (4)
Zywave, Inc.Revolver 0.50% 1,500
 13
Total unfunded commitments    $65,341
 $(505)
(11)As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(12)As of September 30, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.51%.


Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)           
AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity L + 4.75% (1.00% Floor) 10/31/2022 $30,000
 $29,721
 $29,925
Datapipe, Inc. (2) (3) (4) (11)
Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,750
 9,654
 9,764
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (4) (11)
Construction & Building L + 4.50% (1.00% Floor) 4/4/2023 19,850
 19,580
 19,723
Diversitech Corporation (2) (4) (10) (11)
Capital Equipment P + 3.50% 11/19/2021 14,803
 14,617
 14,803
DTI Holdco, Inc. (2) (3) (4) (7)
High Tech Industries L + 5.25% (1.00% Floor) 9/30/2023 19,950
 19,751
 19,651
DYK Prime Acquisition LLC (2) (3) (4)
Chemicals, Plastics & Rubber L + 4.75% (1.00% Floor) 4/1/2022 5,775
 5,735
 5,775
EAG, Inc. (2) (3) (4) (11)
Business Services L + 4.25% (1.00% Floor) 7/28/2018 8,713
 8,686
 8,720
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 22,971
 22,323
 22,509
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 1,500
 1,455
 1,468
Empower Payments Acquisitions, Inc. (2) (3) (7)
Media: Advertising, Printing & Publishing L + 5.50% (1.00% Floor) 11/30/2023 17,500
 17,154
 17,279
Generation Brands Holdings, Inc. (2) (3) (4)
Durable Consumer Goods L + 5.00% (1.00% Floor) 6/10/2022 19,900
 19,712
 20,099
Jensen Hughes, Inc. (2) (3) (4) (10)
Utilities: Electric L + 5.00% (1.00% Floor) 12/4/2021 20,409
 20,188
 20,327
Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate L + 5.25% (1.00% Floor) 6/24/2022 19,900
 19,632
 19,814
MSHC, Inc. (2) (3) (4) (10)
Construction & Building L + 5.00% (1.00% Floor) 7/19/2021 13,177
 13,062
 13,003
PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive L + 4.75% (1.00% Floor) 12/30/2022 9,950
 9,886
 9,950
Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4)
Capital Equipment L + 5.00% (1.00% Floor) 5/27/2022 11,941
 11,844
 11,941
Q Holding Company (2) (3) (4)
Automotive L + 5.00% (1.00% Floor) 12/18/2021 13,964
 13,828
 13,941
QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 8,975
 8,413
 9,030
RelaDyne Inc. (2) (3) (4) (10)
Wholesale L + 5.25% (1.00% Floor) 7/22/2022 23,514
 23,117
 23,443
Restaurant Technologies, Inc. (2) (3) (4)
Retail L + 4.75% (1.00% Floor) 11/23/2022 14,000
 13,871
 13,969
Systems Maintenance Services Holding, Inc. (2) (3) (4)
High Tech Industries L + 5.00% (1.00% Floor) 10/30/2023 12,000
 11,885
 12,001
T2 Systems Canada, Inc. (2) (3) (4) (11)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 2,700
 2,635
 2,727
T2 Systems, Inc. (2) (3) (4) (10) (11)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 15,300
 14,888
 15,473
The Original Cakerie, Ltd. (Canada) (2) (3) (4) (10)
Beverage, Food & Tobacco L + 5.00% (1.00% Floor) 7/20/2021 7,009
 6,946
 7,009
The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco L + 5.50% (1.00% Floor) 7/20/2021 3,621
 3,591
 3,621
U.S. Acute Care Solutions, LLC (2) (3) (4)
Health & Pharmaceuticals L + 5.00% (1.00% Floor) 5/15/2021 26,400
 26,154
 26,336
U.S. Anesthesia Partners, Inc. (2) (3) (4)
Health & Pharmaceuticals L + 5.00% (1.00% Floor) 12/31/2019 10,374
 10,275
 10,362
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
Chemicals, Plastics & Rubber L + 4.50% (1.00% Floor) 2/5/2021 17,910
 17,786
 17,903
WIRB—Copernicus Group, Inc. (2) (3) (4)
Health & Pharmaceuticals L + 5.00% (1.00% Floor) 8/12/2022 7,980
 7,916
 8,050
Zest Holdings, LLC (2) (3) (4)
Durable Consumer Goods L + 4.75% (1.00% Floor) 8/16/2020 8,700
 8,658
 8,749


Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)           
Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries L + 5.00% (1.00% Floor) 11/17/2022 $17,500
 $17,315
 $17,434
First Lien Debt Total        $430,278
 $434,799
Second Lien Debt (0.69% of fair value)           
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
Chemicals, Plastics & Rubber L + 8.75% (1.00% Floor) 2/5/2022 $2,000
 $1,960
 $1,987
Zywave, Inc. (2) (3) (4)
High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 1,050
 1,034
 1,043
Second Lien Debt Total        $2,994
 $3,030
Total Investments        $433,272
 $437,829
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2016, the geographical composition of investments as a percentage of fair value was 2.43% in Canada and 97.57% in the United States.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate (“P”)), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 11 below, and the U.S. Prime Rate loan was indexed at 3.75%.
(3)Loan includes interest rate floor feature.
(4)Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, which is substantially similar to the valuation policy of the Company provided in “—Critical Accounting Policies—Fair Value Measurements.”
(7)Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.84%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)As of December 31, 2016, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
Diversitech CorporationDelayed Draw 1.00% $5,000
 $—
Jensen Hughes, Inc.Revolver 0.50% 2,000
 (7)
Jensen Hughes, Inc.Delayed Draw 0.50% 1,461
 (5)
MSHC, Inc.Delayed Draw 1.50% 1,790
 (21)
QW Holding Corporation (Quala)Revolver 1.00% 5,086
 14
QW Holding Corporation (Quala)Delayed Draw 1.00% 5,918
 17
RelaDyne Inc.Revolver 0.50% 2,162
 (6)
RelaDyne Inc.Delayed Draw 0.50% 1,824
 (5)
T2 Systems, Inc.Revolver 1.00% 1,955
 20
The Original Cakerie, Ltd. (Canada)Revolver 0.50% 1,665
 —
Zywave, Inc.Revolver 0.50% 1,500
 (5)
Total unfunded commitments    $30,361
 $2


(11)As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
Below is certain summarized consolidated financial information for Credit Fund as of September 30, 20172023. As of September 30, 2023, the reference rates for Credit Fund’s variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.75% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.
(7)Loan was on non-accrual status as of September 30, 2023.
(8)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
(9)As of September 30, 2023, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$2,835 $(26)
Chartis Holding, LLCRevolver0.50 1,711 (4)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (4)
Diligent CorporationRevolver0.50 415 (6)
EPS Nass Parent, Inc.Revolver0.50 359 (7)
Heartland Home Services, Inc.Revolver0.50 772 (11)
HMT Holding Inc.Revolver0.50 3,351 (86)
Jensen Hughes, Inc.Revolver0.50 2,000 (13)
KBP Investments, LLCDelayed Draw1.00 565 (32)
Turbo Buyer, Inc.Revolver0.50 933 (11)
VRC Companies, LLCRevolver0.50 833 (7)
Welocalize, Inc.Revolver0.50 5,063 (197)
WRE Holding Corp.Revolver0.50 1,123 (7)
Total unfunded commitments$20,833 $(411)
56



Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC^+(2)(3)(7)Aerospace & DefenseLIBOR4.50%9.22%3/31/2028$36,965 $36,488 $36,015 
Acrisure, LLC+#(2)Diversified Financial ServicesLIBOR3.50%7.88%2/13/202725,118 25,099 23,485 
Alpine Acquisition Corp II+(2)(3)(6)Transportation: CargoSOFR5.50%9.76%11/30/202610,000 9,527 9,630 
Analogic Corporation^+(2)(3)(7)Capital EquipmentLIBOR5.25%9.67%6/22/202420,226 20,217 19,725 
Anchor Packaging, Inc.+#(2)Containers, Packaging & GlassLIBOR4.00%8.38%7/18/202622,221 22,157 21,360 
API Technologies Corp.+#(2)Aerospace & DefenseLIBOR4.25%8.98%5/9/202614,475 14,436 13,127 
Aptean, Inc.+#(2)(6)SoftwareSOFR4.25%8.98%4/23/202612,031 11,997 11,475 
Avalign Technologies, Inc.+#(2)(6)Healthcare & PharmaceuticalsSOFR4.50%9.03%12/22/202514,294 14,227 13,382 
BMS Holdings III Corp.+(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/202611,131 11,049 10,931 
Chartis Holding, LLC+(2)(3)(7)Business ServicesLIBOR5.00%9.77%5/1/20256,893 6,893 6,832 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)
(7)		SoftwareSOFR4.50%8.57%8/30/202413,769 13,559 13,564 
Diligent Corporation^+(2)(3)(7)TelecommunicationsLIBOR6.25%10.63%8/4/20259,880 9,706 9,449 
Divisions Holding Corporation+#(2)(3)Business ServicesLIBOR4.75%9.13%5/27/202824,688 24,488 24,009 
DTI Holdco, Inc.+(2)(3)High Tech IndustriesSOFR4.75%8.84%4/26/202929,925 29,373 27,363 
Eliassen Group, LLC+(2)(3)Business ServicesSOFR5.50%10.07%4/14/202819,375 19,148 19,150 
EPS Nass Parent, Inc.^+(2)(3)(7)Utilities: ElectricLIBOR5.75%10.48%4/19/202834,104 33,524 32,432 
EvolveIP, LLC^+(2)(3)(6)
(7)		TelecommunicationsSOFR5.50%10.09%6/7/202540,392 40,361 39,633 
Exactech, Inc.+#(2)(3)Healthcare & PharmaceuticalsLIBOR3.75%8.13%2/14/202521,081 21,022 17,002 
GSM Acquisition Corp.^+(2)(3)(6)Leisure Products & ServicesSOFR5.00%9.83%11/16/202630,958 30,709 29,636 
Heartland Home Services, Inc.+(2)(3)Consumer ServicesLIBOR5.75%10.10%12/15/20267,242 7,158 7,114 
Heartland Home Services, Inc.+(2)(3)(7)Consumer ServicesLIBOR6.00%10.38%12/15/202624,255 24,176 24,014 
Higginbotham Insurance Agency, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.25%9.63%11/25/20264,477 4,418 4,377 
HMT Holding Inc.^+(2)(3)(6)
(7)		Energy: Oil & GasSOFR5.75%10.15%11/17/202532,148 32,013 30,654 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.05%10.57%8/27/202536,943 36,622 35,614 
Integrity Marketing Acquisition, LLC^+(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20256,949 6,873 6,699 
Jensen Hughes, Inc.+(2)(3)(7)Utilities: ElectricLIBOR4.50%9.43%3/22/202434,584 34,559 33,323 
K2 Insurance Services, LLC+(2)(3)(7)Diversified Financial ServicesLIBOR5.00%9.73%7/1/202612,799 12,799 12,665 
KAMC Holdings, Inc.+#(2)Energy: ElectricityLIBOR4.00%8.73%8/14/202613,545 13,507 10,881 
KBP Investments, LLC+(2)(3)(7)Beverage & FoodSOFR5.50%, 0.50% PIK10.53%5/25/202737,241 37,055 34,326 
Odyssey Logistics & Technology Corp.+#(2)(3)Transportation: CargoLIBOR4.00%8.38%10/12/20249,505 9,489 9,277 
Output Services Group^+(2)(3)Media: Advertising, Printing & PublishingSOFR5.25%, 1.50% PIK11.30%6/27/202619,190 19,169 13,097 
PF Atlantic Holdco 2, LLC+(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/202715,396 15,168 15,126 
Premise Health Holding Corp.+#(2)Healthcare & PharmaceuticalsLIBOR3.75%7.92%7/10/202513,306 13,280 13,199 
57

Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
QW Holding Corporation^+(2)(3)(7)Environmental IndustriesLIBOR5.50%9.64%8/31/2026$21,574 $21,437 $21,105 
Radiology Partners, Inc.+#(2)Healthcare & PharmaceuticalsLIBOR4.25%8.64%7/9/202527,686 27,625 23,201 
RevSpring Inc.+#(2)Media: Advertising, Printing & PublishingLIBOR4.00%8.73%10/11/202528,848 28,737 27,719 
Riveron Acquisition Holdings, Inc.+(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/202511,284 11,284 11,284 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassLIBOR5.50%9.88%12/30/202614,700 14,593 14,604 
Tank Holding Corp.+(2)(3)(6)Capital EquipmentSOFR5.75%10.16%3/31/202819,950 19,410 19,421 
Turbo Buyer, Inc.+(2)(3)(7)AutomotiveLIBOR6.00%11.13%12/2/202534,251 34,044 33,625 
U.S. TelePacific Holdings Corp.+(2)(3)(6)TelecommunicationsSOFR1.00%, 7.25% PIK11.57%5/2/20267,086 7,073 2,527 
USALCO, LLC+(2)(3)Chemicals, Plastics & RubberLIBOR6.00%10.73%10/19/202714,845 14,598 14,118 
VRC Companies, LLC^+(2)(3)(7)Business ServicesLIBOR5.50%10.59%6/29/202728,767 28,418 28,059 
Welocalize, Inc.+(2)(3)(7)Business ServicesLIBOR4.75%9.13%12/23/202433,853 33,615 32,677 
WRE Holding Corp.^+(2)(3)(6)
(7)		Environmental IndustriesSOFR5.00%9.84%1/3/20258,155 8,152 7,892 
Yellowstone Buyer Acquisition, LLC+(2)(3)Consumer Goods: DurableLIBOR5.75%10.07%9/13/202739,500 38,851 37,922 
First Lien Debt Total$948,103 $902,720 
Equity Investments (0.0% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 — 
Equity Investments Total$5,364 $— 
Total Investments$953,467 $902,720 
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2022, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. As of December 31, 2022, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(3)Loan includes interest rate floor feature, which is generally 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.
(7)As of December 31, 2022, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
58

First Lien Debt—unfunded delayed draw and revolving term loans commitmentsTypeUnused FeePar/ Principal AmountFair Value
ACR Group Borrower, LLCRevolver0.38 %$4,515 $(103)
Analogic CorporationRevolver0.50 226 (6)
Chartis Holding, LLCRevolver0.50 2,183 (15)
Chemical Computing Group ULC (Canada)Revolver0.50 873 (12)
Diligent CorporationRevolver0.50 492 (20)
EPS Nass Parent, Inc.Delayed Draw1.00 1,380 (63)
EPS Nass Parent, Inc.Revolver0.50 1,111 (51)
EvolveIP, LLCRevolver0.50 2,757 (49)
Heartland Home Services, Inc.Revolver0.50 771 (7)
HMT Holding Inc.Revolver0.50 6,173 (241)
Jensen Hughes, Inc.Revolver0.50 1,455 (51)
K2 Insurance Services, LLCRevolver0.50 1,170 (11)
KBP Investments, LLCDelayed Draw1.00 565 (44)
QW Holding CorporationRevolver0.50 5,498 (95)
Turbo Buyer, Inc.Revolver0.50 933 (17)
VRC Companies, LLCRevolver0.50 833 (20)
Welocalize, Inc.Revolver0.50 5,625 (168)
WRE Holding Corp.Revolver0.50 1,123 (32)
Total unfunded commitments$37,683 $(1,005)
Debt
The Credit Fund and Credit Fund Sub are party to separate credit facilities as described below. Until its termination on June 28, 2022, Credit Fund Warehouse II was party to the Credit Fund Warehouse II Facility, as described below. As of September 30, 2023 and December 31, 2016, respectively.2022, Credit Fund commenced operationsand Credit Fund Sub were in May 2016.compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the credit facilities for the respective periods.
Credit Fund
Facility		Credit Fund Sub
Facility		Credit Fund Warehouse II Facility
202320222023202220232022
Three Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $499,221 $532,621 $— $— 
Borrowings— — — 51,000 — — 
Repayments— — (58,000)(12,000)— — 
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
Nine Months Ended September 30,
Outstanding Borrowing, beginning of period$— $— $588,621 $514,621 $— $86,030 
Borrowings— — 14,000 138,000 — — 
Repayments— — (161,400)(81,000)— (86,030)
Outstanding Borrowing, end of period$— $— $441,221 $571,621 $— $— 
  September 30, 2017 December 31, 2016
  (unaudited)  
Selected Consolidated Balance Sheet Information    
ASSETS    
Investments, at fair value (amortized cost of $819,461 and $433,272, respectively) $823,129
 $437,829
Cash and other assets 21,868
 11,326
Total assets $844,997
 $449,155
LIABILITIES AND MEMBERS’ EQUITY    
Secured borrowings $566,061
 $248,540
Mezzanine loans 112,300
 62,384
Other liabilities 14,141
 63,684
Subordinated loans and members’ equity 152,495
 74,547
Liabilities and members’ equity $844,997
 $449,155
  For the three month periods ended For the nine month periods ended
  September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
  (unaudited) (unaudited) (unaudited) (unaudited)
Selected Consolidated Statement of Operations Information:        
Total investment income $14,914
 $3,642
 $33,802
 $3,658
Expenses        
Interest and credit facility expenses 8,809
 1,798
 21,204
 1,836
Other expenses 356
 496
 1,041
 883
Total expenses 9,165
 2,294
 22,245
 2,719
Net investment income (loss) 5,749
 1,348
 11,557
 939
Net realized gain (loss) on investments —
 41
 —
 41
Net change in unrealized appreciation (depreciation) on investments (2,076) 3,798
 (889) 3,634
Net increase (decrease) resulting from operations $3,673
 $5,187
 $10,668
 $4,614
Debt
Credit Fund Facility
. On June 24, 2016, Credit Fund entered intoclosed on the Credit Fund Facility, with the Companywhich was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, March 20, 2020, February 22, 2021, May 19, 2022, and May 21, 2023 pursuant to which Credit Fund may from time to time request mezzanine loans from the Company, which was subsequently amended on June 5, 2017.Company. The maximum principal amount of the Credit Fund Facility is $125,000. The maturity date$100,000 ($175,000 prior to the May 21, 2023 amendment), subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility is June 24, 2018.may be used for general corporate purposes, including the funding of portfolio investments. Amounts borroweddrawn under the Credit Fund Facility bear interest at a ratethe greater of LIBORzero and SOFR (LIBOR prior to the May 21, 2023 amendment) plus an applicable spread of 9.00%.
During the three month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $7,600 and $53,200, respectively, and repayments of $8,400 and $22,400, respectively,such interest payments are made quarterly. The availability period under the Credit Fund Facility. DuringFacility will terminate on May 21, 2025, (May 21, 2023 prior to the nine month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $91,760 and $54,200, respectively, and repayments of $41,844 and $22,400, respectively, under theMay 21, 2023 amendment), which is also its maturity date upon which Credit Fund Facility. As of September 30, 2017 and December 31, 2016, there were $112,300 and $62,384 in mezzanine loansis obligated to repay any outstanding respectively.borrowings.
As of September 30, 2017, Credit Fund was in compliance with all covenants and other requirements of the Credit Fund Facility.
59

Credit Fund Sub Facility
. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017.2017, October 27, 2017, August 24, 2018, December 12, 2019, March 11, 2020, May 3, 2021, May 3, 2022, April 20, 2023, and August 28, 2023. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving


period up to an amount equal to $640,000.$640,000 (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility). The aggregate maximum credit commitment can be increased up to an amount not to exceed $1,400,000, subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 23, 2025, (May 23, 2023 prior to the April 20, 2023 amendment) and a maturity date of May 23, 2026, (May 23, 2025 prior to the April 20, 2023 amendment), which may be extended by mutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or SOFR plus 2.70% (2.35% prior to the April 20, 2023 amendment). The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub.
Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the “Credit Fund Warehouse II Facility”) with lenders. The Credit Fund Warehouse II Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility was August 16, 2022 and Credit Fund Warehouse II repaid all outstanding amounts on June 28, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility during the first 12 months bore interest at a rate of LIBOR plus 1.05%, and amounts borrowed in the second 12 months bore interest at LIBOR plus 1.15%. Other amounts borrowed under the Credit Fund Warehouse II Facility bore interest at a rate of LIBOR plus 1.50%.
6. MIDDLE MARKET CREDIT FUND II, LLC
Overview
On November 3, 2020, the Company and CCLF entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in the Company's consolidated financial statements. Credit Fund II primarily invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board, on which the Company and CCLF have equal representation. Establishing a quorum for Credit Fund II's board requires at least one of the Company's representatives and one of CCLF's representatives. The Company and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of its membership interest, each of the Company and CCLF indirectly bears an allocable share of all expenses and other obligations of Credit Fund II.
Credit Fund II's initial portfolio consisted of 45 senior secured loans of middle market companies with an aggregate principal balance of approximately $250 million. Credit Fund II's initial portfolio was funded on November 3, 2020 with existing senior secured debt investments contributed by the Company and as part of the transaction, the Company determined that the contribution met the requirements under ASC 860, Transfers and Servicing.
Credit Fund II is expected to make only limited new investments in senior secured loans of middle market companies. Portfolio and investment decisions with respect to Credit Fund II must be unanimously approved by a quorum of Credit Fund II’s board members consisting of at least one of the Company's representatives and one of CCLF's representatives. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund II, the Company does not believe that it has control over Credit Fund II (other than for purposes of the Investment Company Act).
Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, was formed on September 4, 2020. Credit Fund II Sub is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund II’s consolidated financial statements commencing from the date of its formation. Credit Fund II Sub primarily holds investments in first lien loans of middle market companies, which are pledged as security for the Credit Fund II Senior Notes. Refer to “Credit Fund II Senior Notes” in this Note 6 for discussions regarding the notes issued by Credit Fund II Sub.
Credit Fund II, the Company and CCLF entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund II (in such capacity, the “Credit Fund II Administrative Agent”), pursuant to which the Credit Fund II Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund II with the approval of the board of
60

managers of Credit Fund II, and is reimbursed by Credit Fund II for its costs and expenses and Credit Fund II’s allocable portion of overhead incurred by the Credit Fund II Administrative Agent in performing its obligations thereunder.
Selected Financial Data
Since inception of Credit Fund II and through September 30, 2023, the Company and CCLF made capital contributions of $78,096 and $12,709 in members’ equity, respectively, to Credit Fund II. Below is certain summarized consolidated information for Credit Fund II as of September 30, 2023 and December 31, 2022.
As of
September 30, 2023December 31, 2022
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $245,252 and $250,134, respectively)$231,904 $244,739 
Cash and cash equivalents(1)
12,295 2,078 
Other assets2,518 5,825 
Total assets$246,717 $252,642 
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $710 and $783, respectively$156,790 $156,717 
Other liabilities10,425 9,212 
Total members' equity(2)
79,502 86,713 
Total liabilities and members’ equity$246,717 $252,642 
(1)As of September 30, 2023 and December 31, 2022, all of Credit Fund II's cash and cash equivalents was restricted.
(2)As of September 30, 2023 and December 31, 2022, the fair value of Company's ownership interest in the members' equity was $66,888 and $72,957, respectively.
Three months ended September 30,Nine months ended September 30,
 2023202220232022
 (unaudited)(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$7,123 $5,183 $20,663 $14,263 
Expenses
Interest and credit facility expenses3,300 2,076 9,383 4,756 
Other expenses241 199 708 545 
Total expenses3,541 2,275 10,091 5,301 
Net investment income (loss)3,582 2,908 10,572 8,962 
Net realized gain (loss) on investments69 — 69 — 
Net change in unrealized appreciation (depreciation) on investments(342)(908)(7,953)(3,508)
Net increase (decrease) resulting from operations$3,309 $2,000 $2,688 $5,454 

61

Below is a summary of Credit Fund II’s portfolio, followed by a listing of the loans in Credit Fund II’s portfolio as of September 30, 2023 and December 31, 2022:
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status1 — 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(2)(3)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(3)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(3)
1.1 %4.4 %
(1)At par/principal amount.
(2)Floating rate debt investments are generally subject to interest rate floors.
(3)Percentages based on fair value.
62



Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (89.4% of fair value)
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR6.00%11.47%11/30/2026$3,242 $3,132 $3,091 
American Physician Partners, LLC^(2)(3)(7)(8)(9)Healthcare & PharmaceuticalsSOFR10.25% (100% PIK)15.65%8/5/202210,181 9,078 — 
Appriss Health, LLC^(2)(3)(7)Healthcare & PharmaceuticalsSOFR6.75%12.23%5/6/20277,465 7,356 7,400 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.40%11.94%9/30/20289,008 8,871 8,882 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)(7)SoftwareSOFR6.00%11.58%12/24/20264,289 4,232 4,109 
BMS Holdings III Corp.^(2)(3)Construction & BuildingSOFR5.50%11.01%9/30/20263,216 3,177 3,128 
Chartis Holding, LLC^(2)(3)(7)Business ServicesSOFR5.00%10.52%5/1/20259,746 9,738 9,723 
Comar Holding Company, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR5.75%11.31%6/18/20248,575 8,551 7,330 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.00%10.25%7/2/20268,557 8,479 8,527 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR7.00%12.25%7/2/20261,297 1,294 1,295 
Dwyer Instruments, Inc.^(2)(3)(7)Capital EquipmentSOFR5.75%11.22%7/21/20279,839 9,795 9,845 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%11.22%6/7/20258,527 8,524 8,333 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesSOFR5.00%10.53%12/13/20249,740 9,727 9,668 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR5.00%10.51%11/15/20286,398 6,231 5,900 
HS Spa Holdings Inc.^(2)(3)Consumer ServicesSOFR5.75%11.07%6/2/20298,540 8,400 8,482 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.05%11.57%8/27/20264,833 4,719 4,778 
Integrity Marketing Acquisition, LLC^(2)(3)(7)Diversified Financial ServicesSOFR6.02%11.54%8/27/20264,500 4,378 4,447 
Material Holdings, LLC^(2)(3)(7)Business ServicesSOFR6.00%11.49%8/19/20277,840 7,779 7,441 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseSOFR6.25%11.64%6/1/20277,840 7,721 6,034 
NMI AcquisitionCo, Inc.^(2)(3)(7)High Tech IndustriesSOFR5.75%11.17%9/6/20259,924 9,897 9,838 
PF Atlantic Holdco 2, LLC^(2)(3)(7)Leisure Products & ServicesSOFR5.50%11.06%11/12/20279,874 9,620 9,854 
PXO Holdings I Corp.^(2)(3)(7)Chemicals, Plastics & RubberSOFR5.50%11.03%3/8/20289,924 9,777 9,676 
Radwell Parent, LLC^(2)(3)WholesaleSOFR6.75%12.14%4/1/20297,548 7,478 7,573 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%11.03%11/1/20269,927 9,801 9,851 
Spotless Brands, LLC^(2)(3)(7)Consumer ServicesSOFR6.50%11.99%7/25/20285,000 4,923 4,986 
Tank Holding Corp.^(2)(3)(7)Capital EquipmentSOFR5.75%11.17%3/31/20283,832 3,759 3,718 
TCFI Aevex LLC^(2)(3)(7)Aerospace & DefenseSOFR6.00%11.42%3/18/20261,671 1,655 1,661 
Turbo Buyer, Inc.^(2)(3)(10)AutomotiveSOFR6.00%11.42%12/2/20257,947 7,864 7,851 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%11.29%11/30/20246,121 6,117 6,044 
US INFRA SVCS Buyer, LLC^(2)(3)(7)Environmental IndustriesSOFR6.50%, 0.25% PIK12.20%4/13/20262,875 2,848 2,663 
63

Consolidated Schedule of Investments as of September 30, 2023
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Westfall Technik, Inc.^(2)(3)(7)Chemicals, Plastics & RubberSOFR6.75%12.29%9/13/2024$6,366 $6,336 $5,849 
Wineshipping.com LLC^(2)(3)(7)Beverage & FoodSOFR5.75%11.31%10/29/20279,874 9,577 9,355 
First Lien Debt Total$220,834 $207,332 
Second Lien Debt (10.6% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(10)Aerospace & DefenseSOFR8.25%13.64%1/17/2028$5,514 $5,435 $5,569 
AP Plastics Acquisition Holdings, LLC^(2)(3)(7)Chemicals, Plastics & RubberSOFR7.50%12.92%8/10/20294,500 4,425 4,375 
AQA Acquisition Holdings, Inc.^(2)(3)(7)High Tech IndustriesSOFR7.50%12.97%3/3/20295,000 4,902 4,928 
Quartz Holding Company^(2)(7)SoftwareSOFR8.00%13.42%4/2/20274,852 4,801 4,782 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20274,918 4,855 4,918 
Second Lien Debt Total$24,418 $24,572 
Total Investments$245,252 $231,904 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund II are domiciled in the United States. As of September 30, 2023, the geographical composition of investments as a percentage of fair value was 4.2% in Canada, 1.8% in Luxembourg, 2.4% in the United Kingdom and 91.6% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2023. As of September 30, 2023, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 5.32%, the 90-day SOFR at 5.40%, and the 180-day SOFR at 5.47%.
(3)Loan includes interest rate floor feature, which generally ranges from 0.50% to 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
(7)Loans include a credit spread adjustment that ranges from 0.10% to 0.25%.
(8)Loan is in forbearance as of September 30, 2023.
(9)Loan was on non-accrual status as of September 30, 2023.
(10)The reference rate will transition from LIBOR to SOFR effective at the commencement of the subsequent interest rate period. As of September 30, 2023, the current reference rate was LIBOR.
64


Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.0% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassLIBOR5.00%9.75%12/19/2025$9,844 $9,833 $9,787 
Alpine Acquisition Corp II^(2)(3)(7)Transportation: CargoSOFR5.50%9.76%11/30/20263,292 3,188 3,170 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsSOFR6.75%, 3.50% PIK14.67%2/15/20239,074 9,074 7,833 
Appriss Health, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR7.25%11.54%5/6/20277,502 7,375 7,214 
Apptio, Inc.^(2)(3)SoftwareLIBOR6.00%9.94%1/10/20255,357 5,314 5,357 
Ascend Buyer, LLC^(2)(3)(7)Containers, Packaging & GlassSOFR6.25%10.67%9/30/20289,077 8,924 8,917 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareLIBOR6.00%10.32%12/24/20264,311 4,243 4,074 
BMS Holdings III Corp.^(2)(3)Construction & BuildingLIBOR5.50%10.23%9/30/20263,241 3,194 3,183 
Chartis Holding, LLC^(2)(3)Business ServicesLIBOR5.00%9.77%5/1/20259,822 9,810 9,757 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassLIBOR5.75%10.47%6/18/20248,621 8,573 8,334 
Cority Software Inc. (Canada)^(2)(3)SoftwareSOFR5.50%9.17%7/2/20268,623 8,527 8,539 
Dwyer Instruments, Inc.^(2)(3)Capital EquipmentLIBOR6.00%10.74%7/21/20279,914 9,863 9,761 
EvolveIP, LLC^(2)(3)(7)TelecommunicationsSOFR5.50%10.09%6/7/20258,621 8,617 8,469 
Harbour Benefit Holdings, Inc.^(2)(3)Business ServicesLIBOR5.25%9.95%12/13/20249,848 9,828 9,789 
Hoosier Intermediate, LLC^(2)(3)Healthcare & PharmaceuticalsLIBOR5.50%10.11%11/15/20286,447 6,261 6,094 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.05%9.95%8/27/20254,870 4,717 4,708 
Integrity Marketing Acquisition, LLC^(2)(3)Diversified Financial ServicesLIBOR6.02%10.57%8/27/20254,534 4,369 4,371 
K2 Insurance Services, LLC^(2)(3)Diversified Financial ServicesLIBOR5.00%9.73%7/1/20268,922 8,833 8,836 
Material Holdings, LLC^(2)(3)Business ServicesSOFR6.00%10.67%8/19/20277,900 7,829 7,547 
Maverick Acquisition, Inc.^(2)(3)Aerospace & DefenseLIBOR6.25%10.98%6/1/20277,900 7,760 6,563 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesLIBOR5.75%10.13%9/6/20258,617 8,617 8,394 
PF Atlantic Holdco 2, LLC^(2)(3)Leisure Products & ServicesLIBOR5.50%10.25%11/12/20279,950 9,657 9,776 
QW Holding Corporation^(2)(3)Environmental IndustriesLIBOR5.50%9.64%8/31/20269,947 9,808 9,775 
Riveron Acquisition Holdings, Inc.^(2)(3)Diversified Financial ServicesLIBOR5.75%10.48%5/22/20258,090 8,018 8,090 
RSC Acquisition, Inc.^(2)(3)(7)Diversified Financial ServicesSOFR5.50%9.83%11/1/20268,315 8,215 7,938 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseLIBOR6.00%10.38%3/18/20261,684 1,664 1,539 
Turbo Buyer, Inc.^(2)(3)AutomotiveLIBOR6.00%11.15%12/2/20258,009 7,901 7,866 
U.S. Legal Support, Inc.^(2)(3)(7)Business ServicesSOFR5.75%10.33%11/30/20246,170 6,163 6,057 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesLIBOR6.50%, 0.25% PIK11.47%4/13/20263,113 3,075 2,954 
Westfall Technik, Inc.^(2)(3)Chemicals, Plastics & RubberSOFR6.25%10.83%9/13/20246,416 6,364 6,280 
65

Consolidated Schedule of Investments as of December 31, 2022
Investments (1)
FootnotesIndustry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Wineshipping.com LLC^(2)(3)Beverage & FoodLIBOR5.75%10.15%10/29/2027$9,950 $9,608 $9,161 
First Lien Debt Total$225,222 $220,133 
Second Lien Debt (10.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseLIBOR8.25%12.92%1/17/2028$5,514 $5,425 $5,679 
AP Plastics Acquisition Holdings, LLC^(2)(3)Chemicals, Plastics & RubberLIBOR7.50%11.85%8/10/20294,500 4,419 4,318 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesLIBOR7.50%12.23%3/3/20295,000 4,893 4,760 
Quartz Holding Company^(2)SoftwareLIBOR8.00%12.38%4/2/20274,850 4,792 4,656 
World 50, Inc.^(6)Business ServicesFIXED11.50%11.50%1/9/20275,465 5,383 5,193 
Second Lien Debt Total$24,912 $24,606 
Total Investments$250,134 $244,739 
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1)    Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2022, the geographical composition of investments as a percentage of fair value was 3.5% in Canada, 1.7% in Luxembourg, 2.3% in the United Kingdom and 92.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. As of December 31, 2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 4.39%, the 90-day LIBOR at 4.77%, the 180-day LIBOR at 5.14%, the 30-day SOFR at 4.36%, and the 90-day SOFR at 4.59%.
(3)Loan includes interest rate floor feature, which is generally 1.00%.
(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5)Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these unaudited consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
(7)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.

Credit Fund II Senior Notes
On November 3, 2020 and as amended on December 29, 2021, June 30, 2022 and August 4, 2023, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders. The Credit Fund II Senior Notes provides for secured borrowings totaling $157,500 with two tranches, A-1 and A-2 outstanding. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund II Sub. The maturity date of the Credit Fund Sub FacilityII Senior Notes is May 22, 2023.November 3, 2030. Amounts borrowed underissued for the Credit Fund Sub FacilityClass A-1 notes totaled $147,500 and bear interest at a rate of LIBORTerm SOFR plus 2.50%.
During2.85%, and amounts issued for the three month periods ended September 30, 2017Class A-2 notes totaled $10,000 and 2016, therebear interest at Term SOFR plus 3.35%. The A-1 Notes were secured borrowingsrated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of $59,900 and $187,225, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. DuringII Senior Notes provide that as loans pay down, up to $100,000 is available from principal proceeds for reinvestment, and then the nine month periods ended September 30, 2017 and 2016, there were secured borrowings of $357,305 and $206,075, respectively, and repayments of $39,784 and $0, respectively, underinvestment principal proceeds are used to directly pay down the principal balance on the Credit Fund Sub Facility.II Senior Notes. As of September 30, 20172023 and December 31, 2016, there was $566,061 and $248,540 in secured borrowings outstanding, respectively.
As of September 30, 2017,2022, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
7. BORROWINGS
The Company is party to the Credit Fund Sub Facility.
6. BORROWINGS
Facility, as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200%150% after such borrowing. AsFor the purposes of September 30, 2017 and December 31, 2016,the asset coverage was 232.00% and 209.97%, respectively. During the three month and nine month periods ended September 30, 2017, there were secured borrowings of $291,450 and $597,450, respectively, under the SPV Credit Facility and Credit Facility and repayments of $44,278 and $440,566, respectively, under the SPV Credit Facility and Credit Facility. During the three month and nine month periods ended September 30, 2016, there were secured borrowings of $186,435 and $411,435, respectively, under the SPV Credit Facility and Credit Facility and repayments of $96,732 and $250,732, respectively, under the SPV Credit Facility and Credit Facility. As of September 30, 2017 and December 31, 2016, there was $578,769 and $421,885, respectively, in secured borrowings outstanding.
SPV Credit Facility
The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016 and May 26, 2017. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $400,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowingsratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and certain restrictions and conditions set forthis included in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility has a revolving period through May 22, 2020 and a maturity date of May 23, 2022. Borrowings under the SPV Credit Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.00% per year through May 23, 2018, with a pre-determined future interest rate increase of 0.50% during the final two yearsdenominator of the revolving period and pre-determined future interest rate increases of 0.875%-1.75% over the two years following the end of the revolving period. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the drawings under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lenders have a first lien security interest on substantially all of the assets of the SPV.
As part of the SPV Credit Facility, the SPV is subject to limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by the SPV including, but not limited to, restrictions on sector and geographic concentrations, loan size, payment frequency, tenor and minimum investment ratings (or estimated ratings). In addition, borrowed funds are intended to be used primarily to purchase first lien loan assets, and the SPV is limited in its ability to purchase certain other assets (including, but not limited to, second lien loans, covenant-lite loans, revolving and delayed draw loans and discount loans) and other assets are not permitted to be purchased (including, but not limited to paid-in-kind loans and structured finance obligations). The SPV Credit Facility has certain requirements relating to interest coverage, collateral quality and portfolio performance, including limitations on delinquencies and charge offs, certain violations of which could result in the immediate acceleration of the amounts due under the SPV Credit Facility. The SPV Credit Facility is also subject to a borrowing base that applies different advance rates to assets held by the SPV based generally on the fair market value of such assets. Under certain circumstances as set forth in the SPV Credit Facility, the Company could be obliged to repurchase loans from the SPV.
calculation. As of September 30, 20172023 and December 31, 2016,2022, asset coverage was 181.14% and 176.79%, respectively, and the SPV wasCompany is in compliance with all covenants and other requirements of the SPV Credit Facility.credit facility agreement.

66


Credit Facility
The Company closed on the Credit Facility on March 21, 2014, on the Credit Facility, which was subsequently amended on January 8, 2015, May 25, 2016, and March 22, 2017.2017, September 25, 2018, June 14, 2019, November 8, 2019, October 28, 2020, October 11, 2021, May 25, 2022, and August 31, 2023. The maximum principal amount of the Credit Facility is $383,000.$790,000, ($745,000 prior to the August 31, 2023 amendment and $688,000 prior to April 21, 2023), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $550,000$1,185,000 ($900,000 prior to the August 31, 2023 amendment), through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $20,000$50,000 limit for swingline loans and a $5,000$20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR plus(i) a term benchmark rate of the Adjusted Term SOFR Rate, the Adjusted Euribor Rate, or the applicable Local Rate, as the case may be, or (ii) an applicable spread of 2.25%, or an “alternative base rate”Alternate Base Rate (which is the highest of a prime rate,(a) the federal funds effective ratePrime Rate, (b) the NYFRB Rate plus 0.50%, or (c) the Adjusted Term SOFR Rate for one month LIBOR plus 1.00%) plus an applicable spreadmargin, each capitalized term as defined in the Credit Facility. The applicable margin for a term benchmark rate loan will be up to 1.875% and for an Alternate Base Rate loan will be up to 0.875%, in each case depending on the level of 1.25%.the Gross Borrowing Base compared to the Combined Debt Amount. The Company may elect either the LIBORterm benchmark rate or the “alternative base rate”Alternative Base Rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on March 21, 2021August 31, 2027 (May 25, 2026 prior to the August 31, 2023 amendment) and the Credit Facility will mature on March 21, 2022.August 31, 2028 (May 25, 2027 prior to the August 31, 2023 amendment). On May 25, 2026, $135,000 of the $790,000 principal amount will terminate. During the period from March 21, 2021May 25, 2026 to March 21, 2022,August 31, 2028, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company and the Company’s unfunded investor equity capital commitments (provided that the amount of unfunded capital commitments ultimately available to the lenders is limited to $100,000). The pledge of unfunded investor equity capital commitments was subject to release once $100,000 of incremental capital had been called and received by the Company subsequent to January 8, 2015. The pledge of unfunded investor equity capital commitments had been released as of September 30, 2017.Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.
As of September 30, 20172023 and December 31, 2016,2022, the Company was in compliance with all covenants and other requirements of the Credit Facility.
SummaryBelow is a summary of Facilitiesthe borrowings and repayments under the Credit Facility for the three and nine months ended September 30, 2023 and 2022, and the outstanding balances under the Credit Facility for the respective periods.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Outstanding Borrowing, beginning of period$400,241 $443,395 $440,441 $407,655 
Borrowings34,000 111,011 108,792 313,511 
Repayments(65,267)(125,000)(183,408)(284,746)
Foreign currency translation(2,718)(5,447)431 (12,461)
Outstanding Borrowing, end of period$366,256 $423,959 $366,256 $423,959 

The FacilitiesCredit Facility consisted of the following as of September 30, 20172023 and December 31, 2016:2022:
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
 September 30, 2017
 Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$400,000
 $329,769
 $70,231
 $2,664
Credit Facility383,000
 249,000
 134,000
 134,000
Total$783,000
 $578,769
 $204,231
 $136,664
        
 December 31, 2016
 Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$400,000
 $252,885
 $147,115
 $5,988
Credit Facility220,000
 169,000
 51,000
 51,000
Total$620,000
 $421,885
 $198,115
 $56,988
(1)(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
As of September 30, 2017 and December 31, 2016, $2,525 and $1,667, respectively, of interest expense, $294 and $203, respectively, of unused commitment fees and $23 and $23, respectively, of other fees were included in interest and creditare based.


facility fees payable. For the three month and nine month periods ended September 30, 2017, the weighted average interest rate was 3.40% and 3.24%, respectively, and average principal debt outstanding was $406,498 and $402,787, respectively. For the three month and nine month periods ended September 30, 2016, the weighted average interest rate was 2.75% and 2.67%, respectively, and average principal debt outstanding was $292,084 and $277,575, respectively. As of September 30, 2017 and December 31, 2016, the weighted average interest rate was 3.38% and 2.85%, respectively,(2)Available for borrowing based on floating LIBOR rates.the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.


67

For the three month and nine month periodsmonths ended September 30, 20172023 and 2016,2022, the components of interest expense and credit facility fees on the Facilities were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$6,932 $4,292 $21,291 $9,395 
Facility unused commitment fee354 175 842 805 
Amortization of deferred financing costs and debt issuance costs194 271 549 746 
Total interest expense and credit facility fees$7,480 $4,738 $22,682 $10,946 
Cash paid for interest expense and credit facility fees$7,407 $2,242 $22,559 $7,717 
Weighted average principal debt outstanding$377,040 $423,487 $414,993 $385,509 
Weighted average interest rate(1)
7.19 %3.97 %6.78 %3.21 %
(1)Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.

As of September 30, 2023 and December 31, 2022, the components of interest and credit facilities payable were as follows:
As of
September 30, 2023December 31, 2022
Interest expense payable$269 $1,131 
Unused commitment fees payable139 — 
Interest and credit facilities payable$408 $1,131 
Weighted average interest rate (based on floating benchmark rates)7.22 %6.04 %
Senior Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes due December 31, 2024. Interest is payable quarterly, beginning March 31, 2020. On December 11, 2020, the Company issued an additional $75.0 million aggregate principal amount of senior unsecured notes due December 31, 2024. The 2020 Notes bear interest at an interest rate of 4.50% and the interest is payable quarterly, beginning December 31, 2020.
The interest rate on the Senior Notes is subject to increase (up to an additional 1.00% over the stated rate of such notes) in the event that, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Company is obligated to offer to repay the notes at par if certain change in control events occur. The Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. Interest expense on the Senior Notes for the three and nine months ended September 30, 2023 was $2,209 and $6,627, respectively. Interest expense on the Senior Notes for the three and nine months ended September 30, 2022 was $2,210 and $6,628, respectively.
The note purchase agreement, as supplemented by the first supplement, for the Senior Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act and a regulated investment company under the Code, minimum asset coverage ratio and interest coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, material breach of representation or warranty under the note purchase agreement, cross-acceleration under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. As of September 30, 2023 and December 31, 2022, the Company was in compliance with these terms and conditions.
68

 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Interest expense$3,535
 $2,071
 $9,916
 $5,661
Facility unused commitment fee309
 351
 925
 1,034
Amortization of deferred financing costs183
 305
 541
 1,027
Other fees29
 26
 89
 78
Total interest expense and credit facility fees$4,056
 $2,753
 $11,471
 $7,800
Cash paid for interest expense$2,698
 $2,023
 $9,043
 $5,231
7. 2015-12015-1R Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $273,000 in notes that were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement.
On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, refinanced the 2015-1 Notes to the 2015-1R Notes, reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 to approximately $104,525 and extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment was effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consist of:
(a) $234,800 AAA Class A-1-1-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.55%;
(b) $50,000 AAA Class A-1-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 1.78%;
(c) $25,000 AAA Class A-1-3-R Notes, which bear interest at 4.56%;
(d) $66,000 Class A-2-R Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%; and
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
Following the 2015-1 Debt Securitization Refinancing, the Company retained the 2015-1 Issuer Preferred Interests. The 2015-1R Notes in the 2015-1 Debt Securitization Refinancing were issued by the 2015-1 Issuer and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $160 million of Aaa/AAA Class A-1A Notes which bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 1.85%; $40 million of Aaa/AAA Class A-1B Notes which bear interest at the three-month LIBOR plus 1.75% for the first 24 months and the three-month LIBOR plus 2.05% thereafter; $27 million of Aaa/AAA Class A-1C Notes which bear interest at 3.75%; and $46 million of Aa2 Class A-2 Notes which bear interest at the three month LIBOR plus 2.70%. The 2015-1 Notes were issued at par and are scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests (the “Preferred Interests”) issued by the 2015-1 Issuer on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the Issuer of the initial closing date loan portfolio. The Preferred Interests do not bear interest and had a nominal value of $125.9 million at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in the September 30, 2017 consolidated financial statements. The Preferred Interests were eliminated in consolidation.
On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-12015-1R Notes, the Company made customary representations, warranties and covenants in the purchase agreement.
During the reinvestment period, pursuant to the indenture governing the 2015-12015-1R Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager under a collateral management agreement (“the Collateral Management Agreement”) of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser did

69


did not earn any management fees from the 2015-1 Issuer for the three month and nine month periodsmonths ended September 30, 20172023 and 2016.2022. Any such waived fees may not be recaptured by the Investment Adviser.
Pursuant to an undertaking by the Company in connection with the 2015-1 Debt Securitization Refinancing, the Company has agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remain outstanding. As of September 30, 2017,2023, the Company was in compliance with its undertaking.
The 2015-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2015-1 Issuer.
As of September 30, 2017, there2023, the 2015-1R Notes were 64secured by 76 first lien and second lien senior secured loans with a total fair value of approximately $393,392$550,607 and cash of $9,705 securing the 2015-1 Notes.$35,503. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2015-12015-1R Notes.
The carrying value of the 2015-1R Notes as of September 30, 2023 and December 31, 2022 is $447,214 and $447,029, respectively. The carrying value is presented net of unamortized debt issuance costs of $1,986 and $2,171 as of September 30, 2023 and December 31, 2022, respectively.
For the nine month periodsmonths ended September 30, 20172023 and 2016,2022 the effective annualized weighted average interest rate,rates, which includesinclude amortization of debt issuance costs on the 2015-12015-1R Notes, waswere 7.03% and 3.27% and 2.84%, respectively, based on floating LIBORbenchmark rates. As of September 30, 2023 and December 31, 2022, the weighted average interest rates were 7.41% and 6.00%, respectively, based on benchmark rates.
For the three and nine months ended September 30, 2023 and 2022, the components of interest expense on the 2015-1R Notes were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$8,436 $4,927 $23,777 $10,964 
Amortization of deferred financing costs and debt issuance costs62 62 186 185 
Total interest expense and credit facility fees$8,498 $4,989 $23,963 $11,149 
Cash paid for interest expense$8,080 $5,293 $22,464 $10,558 

As of September 30, 20172023 and December 31, 2016, $1,9522022, $6,932 and $1,706,$5,618, respectively, of interest expense was included in interest and credit facility fees payable. For the three month and nine month periods ended September 30, 2017 and 2016, the components of interest expense on the 2015-1 Notes were as follows:

 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Interest expense$2,336
 $1,929
 $6,625
 $5,661
Amortization of deferred financing costs51
 51
 153
 153
Total interest expense and credit facility fees$2,387
 $1,980
 $6,778
 $5,814
Cash paid for interest expense$2,213
 $1,883
 $6,380
 $5,469
8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 20172023 and December 31, 2016:2022:
  SPV Credit Facility and Credit Facility 2015-1 Notes
Payment Due by Period September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Less than 1 Year $—
 $—
 $—
 $—
1-3 Years —
 —
 —
 —
3-5 Years 578,769
 421,885
 —
 —
More than 5 Years —
 —
 273,000
 273,000
Total $578,769
 $421,885
 $273,000
 $273,000
Payment Due by PeriodSeptember 30, 2023December 31, 2022
Less than one year$— $— 
1-3 years252,081 190,000 
3-5 years304,175 440,441 
More than 5 years449,200 449,200 
Total$1,005,456 $1,079,641 
In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of September 30, 20172023 and December 31, 20162022 for any such exposure.
Upon
70

The Company has in the completion ofpast, currently is and may in the IPO, uncalled capitalfuture become obligated to fund commitments payable to the Company by the Company’s pre-IPO investors were automatically reduced to zero.
such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:

 Par / Principal Amount as of
 September 30, 2023December 31, 2022
Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving loan commitments69,247 74,463 
Total unfunded commitments$141,668 $158,206 


 Par Value as of
 September 30, 2017 December 31, 2016
Unfunded delayed draw commitments$94,140
 $35,704
Unfunded revolving term loan commitments37,683
 24,063
Total unfunded commitments$131,823
 $59,767
9. NET ASSETS
The Company has the authority to issue 200,000,000198,000,000 shares of common stock, par value $0.01 per share, par value.
During the nine month period endedof which 50,794,941 was issued and outstanding as of September 30, 2017,2023, and 2,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), which are fully issued and outstanding as of September 30, 2023.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued 20,157,530and sold 2,000,000 shares for $367,221, includingof Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the reinvestmentdate of dividends. In connection withdistribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the NFIC Acquisition,Liquidation Preference per share, payable in cash, or at the Company issued 434,233Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate will increase annually, in each case by 1.00% per annum.
The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock valued at approximately $8,046. See Note 13 for additional information regardingequal to the NFIC Acquisition. In connectionLiquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's articles supplementary (the “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of September 30, 2023 was $9.15. Effective as of May 5, 2023, the Company, with the Company’s IPO,approval of the Board of Directors, including a majority of the Independent Directors, has the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock have the option to require the Company issued 9,454,200to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock (including shares issued pursuantstock. Holders also have the right to redeem the exercise ofPreferred Stock upon a Change in Control (as defined in the underwriters’ over-allotment option) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. The following table summarizes capital activity during the nine month period ended September 30, 2017:Articles Supplementary).
71
  
 
Common Stock
 Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) on Investments Accumulated Net Unrealized Appreciation (Depreciation) on Investments Total Net Assets
  Shares Amount 
Balance, beginning of period 41,702,318
 $417
 $799,580
 $(74) $(3,207) $(25,357) $(7,222) $764,137
Common stock issued 20,146,560
 202
 366,817
 —
 —
 —
 —
 367,019
Reinvestment of dividends 10,970
 —
 202
 —
 —
 —
 —
 202
Offering costs —
 —
 —
 (1,514) —
 —
 —
 (1,514)
Net investment income (loss) —
 —
 —
 —
 65,635
 —
 —
 65,635
Net realized gain (loss) on investments —
 —
 —
 —
 —
 (7,724) —
 (7,724)
Net change in unrealized appreciation (depreciation) on investments —
 —
 —
 —
 —
 —
 (694) (694)
Dividends declared —
 —
 —
 —
 (62,708) —
 —
 (62,708)
Balance, end of period 61,859,848
 $619
 $1,166,599
 $(1,588) $(280) $(33,081) $(7,916) $1,124,353
During the nine month period ended September 30, 2016, the Company issued 8,267,399 shares for $150,296 including reinvestment of dividends. The following table summarizes capital activity during the nine month period ended September 30, 2016:



   
Common Stock		 Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) on Investments Accumulated Net Unrealized Appreciation (Depreciation) on Investments Total Net Assets
  Shares Amount 
Balance, beginning of period 31,524,083
 $315
 $613,944
 $(74) $(12,994) $(2,411) $(27,054) $571,726
Common stock issued 8,256,770
 83
 150,019
 —
 —
 —
 —
 150,102
Reinvestment of dividends 10,629
 —
 194
 —
 —
 —
 —
 194
Net investment income (loss) —
 —
 —
 —
 41,272
 —
 —
 41,272
Net realized gain (loss) on investments —
 —
 —
 —
 —
 (9,055) —
 (9,055)
Net change in unrealized appreciation (depreciation) on investments —
 —
 —
 —
 —
 —
 20,196
 20,196
Dividends declared —
 —
 —
 —
 (43,197) —
 —
 (43,197)
Balance, end of period 39,791,482
 $398
 $764,157
 $(74) $(14,919) $(11,466) $(6,858) $731,238
The following table summarizes total shares issued and proceeds received related to capital activitythe Company’s dividends declared on the Preferred Stock during the nine month periodtwo most recent fiscal years and the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date DeclaredRecord DatePayment DatePer Share Amount
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$1.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
Company Stock Repurchase Program
On November 2, 2023, the Company's Board of Directors approved the continuation of the Company's stock repurchase program (the “Company Stock Repurchase Program”) until November 5, 2024, or until the approved dollar amount has been used to repurchase shares of common stock. On August 1, 2022, the Company’s Board of Directors approved to increase the size of the Company Stock Repurchase Program by $50 million to an aggregate amount of $200 million. This program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. The Company's Stock Repurchase Program was originally approved by the Company's Board of Directors on November 5, 2018 and announced on November 6, 2018. Since the inception of the Company Stock Repurchase Program through September 30, 2023, the Company has repurchased 11,773,718 shares of the Company's common stock at an average cost of $13.40 per share, or $157,737 in the aggregate, resulting in accretion to net assets per share of $0.65.
72

Changes in Net Assets
For the three months ended September 30, 2017:
  Shares Issued Proceeds Received
January 24, 2017* 5,837
 $108
April 24, 2017* 5,133
 94
May 19, 2017 2,141,416
 39,488
June 9, 2017 8,116,711
 149,997
June 9, 2017** 434,233
 8,046
June 19, 2017 9,000,000
 161,505
July 5, 2017 454,200
 7,983
Total 20,157,530
 $367,221
* Represents shares issued upon2023, the reinvestment of dividends
** Represents shares issued in accordance with the elections of the NFIC stockholders pursuant to the NFIC Acquisition (see Note 13, NFIC Acquisition)
The following table summarizes total shares issuedCompany did not repurchase and proceeds received related to capital activity duringextinguish shares. For the nine month periodmonths ended September 30, 2016:
  Shares Issued Proceeds Received
January 22, 2016* 3,885
 $74
March 11, 2016 1,815,181
 33,000
April 22, 2016* 2,988
 54
May 6, 2016 1,510,859
 26,999
June 24, 2016 1,660,333
 30,102
July 22, 2016* 3,756
 66
August 26, 2016 1,909,449
 35,000
September 16, 2016 1,360,948
 25,001
Total 8,267,399
 $150,296
* Represents2023, the Company repurchased and extinguished 265,195 shares issued uponfor $3,993. The following tables summarize capital activity for the reinvestment of dividends
Subscription transactions during thethree and nine month periodsmonths ended September 30, 20172023:
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering
Costs		Accumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$50,393 $(150,375)$(67,446)$899,681 
Repurchase of common stock— — — — — — — — — — 
Net investment income (loss)— — — — — — 27,111 — — 27,111 
Net realized gain (loss)— — — — — — — 264 — 264 
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,612 2,612 
Dividends declared on common stock and preferred stock— — — — — — (23,224)— — (23,224)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
 Preferred Stock
 
Common Stock
Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20232,000,000 $50,000 51,060,136 $511 $1,022,224 $(1,633)$43,097 $(129,061)$(67,715)$917,423 
Repurchase of common stock— — (265,195)(3)(3,990)— — — — (3,993)
Net investment income (loss)— — — — — — 80,856 — — 80,856 
Net realized gain (loss)— — — — — — — (21,050)— (21,050)
Net change in unrealized appreciation (depreciation)— — — — — — — — 2,881 2,881 
Dividends declared on common stock and preferred stock— — — — — — (69,673)— — (69,673)
Balance, September 30, 20232,000,000 $50,000 50,794,941 $508 $1,018,234 $(1,633)$54,280 $(150,111)$(64,834)$906,444 
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For the three and 2016 were executed at an offering price that represented a premium to net asset value due to the requirement to use prior quarter net asset value as the offering price unless it would result in the Company selling shares of its common stock at a price below the current net asset


value and also in order to effect a reallocation of organizational costs to subsequent investors. Additionally, on June 19, 2017, the Company closed its IPO, issuing 9,454,200 shares of its common stock (including the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the common stock issued in the IPO and net asset value experienced dilution during the period, and such subscription and IPO transactions increased/(decreased) net asset value by $(0.10) per share and $0.02 per share, respectively, for the nine month periodsmonths ended September 30, 20172022, the Company repurchased and 2016,extinguished 531,439 and 1,525,682 shares, respectively, for $7,144 and $21,120, respectively. The following tables summarize capital activity for the three and nine months ended September 30, 2022:

 Preferred Stock 
Common Stock		Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, July 1, 20222,000,000 $50,000 52,148,211 $521 $1,038,462 $(1,633)$23,268 $(117,811)$(66,314)$926,493 
Repurchase of common stock— — (531,439)(4)(7,140)— — — — (7,144)
Net investment income (loss)— — — — — — 31,153 — — 31,153 
Net realized gain (loss)— — — — — — — (4,579)— (4,579)
Net change in unrealized appreciation (depreciation)— — — — — — — — 11,256 11,256 
Dividends declared on common stock and preferred stock— — — — — — (21,528)— — (21,528)
Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
 Preferred Stock 
Common Stock		Capital in Excess of Par ValueOffering CostsAccumulated Net Investment Income (Loss)Accumulated Net Realized Gain (Loss)Accumulated Net Unrealized Appreciation (Depreciation)Total Net Assets
 SharesAmountSharesAmount
Balance, January 1, 20222,000,000 $50,000 53,142,454 $532 $1,052,427 $(1,633)$19,562 $(123,297)$(48,787)$948,804 
Repurchase of common stock— — (1,525,682)(15)(21,105)— — — — (21,120)
Net investment income (loss)— — — — — — 78,542 — — 78,542 
Net realized gain (loss)— — — — — — — 907 — 907 
Net change in unrealized appreciation (depreciation)— — — — — — — — (6,271)(6,271)
Dividends declared— — — — — — (65,211)— — (65,211)
Balance, September 30, 20222,000,000 $50,000 51,616,772 $517 $1,031,322 $(1,633)$32,893 $(122,390)$(55,058)$935,651 
Earnings Per Share
The Company computescalculates earnings per common share in accordance with ASC 260, Earnings Per Share.260. Basic earnings per common share wereis calculated by dividing the net increase (decrease) in net assets resulting from operations, attributable to the Companyless preferred dividends, by the weighted-averageweighted average number of common shares outstanding. Diluted earnings per share gives effect to all dilutive potential common shares outstanding using the if-converted method for the period.
convertible Preferred Stock. Diluted earnings per share excludes all dilutive potential common shares if their effect is anti-dilutive. Basic and diluted earnings per common share were as follows:
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  For the three month periods ended For the nine month periods ended
  September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net increase (decrease) in net assets resulting from operations $25,543
 $29,170
 $57,217
 $52,413
Weighted-average common shares outstanding 61,840,100
 37,489,297
 49,915,318
 34,623,225
Basic and diluted earnings per common share $0.41
 $0.78
 $1.15
 $1.51
Three months ended September 30,
 20232022
 Basic
Diluted(1)
Basic
Diluted(1)
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$29,112 $29,987 $36,955 $37,830 
Weighted-average common shares outstanding50,794,941 55,993,539 51,863,022 57,182,634 
Basic and diluted earnings per share$0.57 $0.54 $0.71 $0.66 
(1)Diluted earnings per share were anti-dilutive for the period presented.
Nine months ended September 30,
20232022
BasicDilutedBasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$60,062 $62,687 $70,553 $73,178 
Weighted-average common shares outstanding50,825,315 56,289,108 52,388,355 57,707,967 
Basic and diluted earnings per share$1.18 $1.11 $1.35 $1.27 
The following table summarizes our updates to our dividend policy. Our dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
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The following table summarizes the Company’s dividends declared on its common stock during the two most recent fiscal years and payable since inception through September 30, 2017:the current fiscal year to-date:
Date DeclaredRecord DatePayment DatePer Common Share Amount
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
May 3, 2021June 30, 2021July 15, 2021$0.32 
May 3, 2021June 30, 2021July 15, 2021$0.04 (1)
August 2, 2021September 30, 2021October 15, 2021$0.32 
August 2, 2021September 30, 2021October 15, 2021$0.06 (1)
November 1, 2021December 31, 2021January 14, 2022$0.32 
November 1, 2021December 31, 2021January 14, 2022$0.07 (1)
February 18, 2022March 31, 2022April 15, 2022$0.32 
February 18, 2022March 31, 2022April 15, 2022$0.08 (1)
May 2, 2022June 30, 2022July 15, 2022$0.32 
May 2, 2022June 30, 2022July 15, 2022$0.08 (1)
August 8, 2022September 30, 2022October 14, 2022$0.34 
August 8, 2022September 30, 2022October 14, 2022$0.06 (1)
October 31, 2022December 30, 2022January 16, 2023$0.36 
October 31, 2022December 30, 2022January 16, 2023$0.08 (1)
February 21, 2023March 31, 2023April 14, 2023$0.37 
February 21, 2023March 31, 2023April 14, 2023$0.07 (1)
May 4, 2023June 30, 2023July 18, 2023$0.37 
May 4, 2023June 30, 2023July 18, 2023$0.07 (1)
August 3, 2023September 29, 2023October 17, 2023$0.37 
August 3, 2023September 29, 2023October 17, 2023$0.07 (1)
(1)Represents a special/supplemental dividend.

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Date Declared Record Date Payment Date Per Share Amount Total Amount
March 13, 2014 March 31, 2014 April 14, 2014 $0.19
 $2,449
June 26, 2014 June 30, 2014 July 14, 2014 $0.27
 $3,481
September 12, 2014 September 18, 2014 October 9, 2014 $0.44
 $5,956
December 19, 2014 December 29, 2014 January 26, 2015 $0.35
 $6,276
March 11, 2015 March 13, 2015 April 17, 2015 $0.37
 $7,833
June 24, 2015 June 30, 2015 July 22, 2015 $0.37
 $9,902
September 24, 2015 September 24, 2015 October 22, 2015 $0.42
 $11,670
December 29, 2015 December 29, 2015 January 22, 2016 $0.40
 $12,610
December 29, 2015 December 29, 2015 January 22, 2016 $0.18
(1)$5,674
March 10, 2016 March 14, 2016 April 22, 2016 $0.40
 $13,337
June 8, 2016 June 8, 2016 July 22, 2016 $0.40
 $13,943
September 28, 2016 September 28, 2016 October 24, 2016 $0.40
 $15,917
December 29, 2016 December 29, 2016 January 24, 2017 $0.41
 $17,098
December 29, 2016 December 29, 2016 January 24, 2017 $0.07
(1)$2,919
March 20, 2017 March 20, 2017 April 24, 2017 $0.41
 $17,100
June 20, 2017 June 30, 2017 July 18, 2017 $0.37
 $22,720
August 7, 2017 September 29, 2017 October 18, 2017 $0.37
 $22,888
(1)Represents a special dividend.



10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine month periodsmonths ended September 30, 20172023 and 2016:2022:
 Nine months ended September 30,
 20232022
Per Common Share Data:
Net asset value per common share, beginning of period$16.99 $16.91 
Net investment income (loss)(1)
1.54 1.45 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(0.36)(0.10)
Net increase (decrease) in net assets resulting from operations1.18 1.35 
Dividends declared(2)
(1.32)(1.20)
Other(3)
— 0.01 
Accretion due to share repurchases0.01 0.09 
Net asset value per common share, end of period$16.86 $17.16 
Market price per common share, end of period$14.50 $11.44 
Number of common shares outstanding, end of period50,794,941 51,616,772 
Total return based on net asset value(4)
8.41 %8.57 %
Total return based on market price(5)
10.70 %(7.94)%
Net assets attributable to Common Stockholders, end of period$856,444 $885,651 
Ratio to average net assets attributable to Common Stockholders(6):
Expenses before incentive fees9.47 %6.35 %
Expenses after incentive fees11.40 %8.16 %
Net investment income (loss)9.40 %8.82 %
Interest expense and credit facility fees6.20 %3.23 %
Ratios/Supplemental Data:
Asset coverage, end of period181.14 %179.56 %
Portfolio turnover8.24 %25.70 %
Weighted-average common shares outstanding50,825,315 52,388,355 
 For the nine month periods ended
 September 30, 2017 September 30, 2016
Per Share Data:   
Net asset value per share, beginning of period$18.32
 $18.14
Net investment income (loss) (1)
1.31
 1.19
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments(0.20) 0.23
Net increase (decrease) in net assets resulting from operations1.11
 1.42
Dividends declared (2)
(1.15) (1.20)
Effect of offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs (3)
(0.10) 0.02
Net asset value per share, end of period$18.18
 $18.38
Market price per share, end of period$18.01
 n/a
    
Number of shares outstanding, end of period61,859,848
 39,791,482
Total return based on net asset value (4)
5.51% 7.94%
Total return based on market price (5)5.73% n/a
Net assets, end of period$1,124,353
 $731,238
Ratio to average net assets (6):
   
Expenses net of waiver, before incentive fees3.68% 4.12%
Expenses net of waiver, after incentive fees5.34% 5.74%
Expenses gross of waiver, after incentive fees5.97% 6.43%
Net investment income (loss) (7)
7.03% 6.49%
Interest expense and credit facility fees1.95% 2.14%
Ratios/Supplemental Data:   
Asset coverage, end of period232.00% 209.46%
Portfolio turnover34.13% 22.06%
Weighted-average shares outstanding49,915,318
 34,623,226
(1)Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.
(2)Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at each respective quarter-end date (refer to Note 9).
(3)Increase (decrease) is due to the offering price of subscriptions and the issuance of common stock in the IPO, net of underwriting and offering costs during the period (refer to Note 9).
(4)Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period. Total return for the nine month periods ended September 30, 2017 and 2016 is inclusive of $(0.10) and $0.02, respectively, per share increase (decrease) in net asset value for the periods related to the offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs during the period. Excluding the effects of these common stock issuances, total return (not annualized) would have been 6.06% and 7.83%, respectively (refer to Note 9).
(5)Total return based on market value (not annualized) is calculated as the change in market value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period. The beginning market value per share is based on the IPO offering price of $18.50 per share.
(6)These ratios to average net assets have not been annualized.
(7)The net investment income ratio is net of the waiver of base management fees.

(1)Net investment income (loss) per common share was calculated as net investment income (loss) less the preferred dividend for the period divided by the weighted average number of common shares outstanding for the period.

(2)Dividends declared per common share was calculated as the sum of dividends on common stock declared during the period divided by the number of common shares outstanding at each respective quarter-end date (refer to Note 9, Net Assets).
(3)Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.
(4)Total return based on net asset value (not annualized) is based on the change in net asset value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period.
(5)Total return based on market value (not annualized) is calculated as the change in market value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period.
(6)These ratios to average net assets attributable to Common Stockholders have not been annualized.

11. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, 20172023 and December 31, 2016,2022, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.
77

In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 20172023 and December 31, 2016.2022.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of September 30, 2017 and December 31, 2016, the Company had filedThe Company's federal tax returns and therefore isare generally subject to examination.examination by the Internal Revenue service for a period of three years after they are filed.
The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of dividends declared on preferred stock and common stock for nine month periodsmonths ended September 30, 20172023 and 20162022 was as follows:
 Nine months ended September 30,
 20232022
Ordinary income$69,673 $65,211 
Tax return of capital$— $— 
 For the nine month periods ended
 September 30, 2017 September 30, 2016
Ordinary income$62,708
 $43,197
Tax return of capital$—
 $—
13. NFIC ACQUISITION
On June 9, 2017 (the “Acquisition Date”), the Company closed the NFIC Acquisition, with the Company as the surviving entity. As of the effective time of the NFIC Acquisition, each share of common stock of NFIC was converted into the right to receive a mixture of cash and shares of common stock of the Company, in accordance with the elections of the NFIC stockholders (the “Elections”). Based on the results of the Elections, the NFIC stockholders received in the aggregate 434,233 shares of common stock of the Company and approximately $145,602 in cash.

The NFIC Acquisition was accounted for under the asset acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company allocated the purchase price based on the estimated fair value of NFIC’s assets acquired and liabilities assumed as of the Acquisition Date. There was no goodwill created because the NFIC Acquisition was accounted for as an asset acquisition.

The Company used the fair market value of NFIC’s assets and liabilities as of the Acquisition Date to account for the NFIC Acquisition. The following table summarizes the assets and liabilities of NFIC as of the Acquisition Date:
ASSETS 
Total investments, at fair value$190,672
Cash and other assets12,464
Total assets$203,136
LIABILITIES 
Secured borrowings$42,128
Other accrued expenses and liabilities7,360
Total liabilities49,488
NET ASSETS 
Total net assets$153,648



On June 9, 2017, the debt assumed as part of the NFIC Acquisition was fully repaid.

During the three month and nine month periods ended September 30, 2017, the Company incurred $322 in professional fees and other costs related to the NFIC Acquisition. The Company determined that the fair value of the net assets acquired equaled the purchase price excluding these costs. Accordingly, these costs related to the NFIC Acquisition were expensed.
14. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the unaudited consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the unaudited consolidated financial statements were issued, except as disclosed below.
Subsequent to September 30, 2017,below and elsewhere in the Company borrowed $68,200 under the Credit Facility to fund investment acquisitions. The Company also voluntarily repaid $54,219 under the Credit Facility and SPV Credit Facility.unaudited consolidated financial statements.
On November 7, 2017, our2, 2023, the Board of Directors declared a base quarterly common dividend of $0.37 per share plus a supplemental common dividend of $0.07 per share, which isare payable on January 17, 201818, 2024 to common stockholders of record as ofon December 29, 2017.2023.

78





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(dollar amounts in thousands, except per share data, unless otherwise indicated)
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this Quarterly Report on Form 10-Q (“Form 10-Q”), and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of TCG BDC,Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC”“CSL” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q and the documents incorporated by reference herein involve a number of risks and uncertainties, including statements concerning:
 
•our, or our portfolio companies’, future business, operations, operating results or prospects;prospects, including our and their ability to achieve our respective objectives, including as a result of large scale global events such as the COVID-19 pandemic;
•the return or impact of current and future investments;
•the general economy and its impact on the industries in which we invest;
•the impact of any protracted decline in the liquidity of credit markets on our business;
•the impact of fluctuations in interest rates on our business;business, including from the discontinuation of LIBOR and the implementation of alternatives to LIBOR;
•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
•the impact of supply chain constraints on our portfolio companies and the global economy;
•the current inflationary environment, and its impact on our portfolio companies and on the industries in which we invest;
•the impact on our business of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;
•our ability to recover unrealized losses;
•market conditions and our ability to access alternative debt markets and additional debt and equity capital
•our contractual arrangements and relationships with third parties;
•uncertainty surrounding the financial stability of the United States, Europe and China, including a possible shutdown of the U.S. federal government;
•uncertainty surrounding Russia’s military invasion of Ukraine and the impact of geopolitical tensions, such as between China and the United States;
•competition with other entities and our affiliates for investment opportunities;
•the speculative and illiquid nature of our investments;
•the use of borrowed money to finance a portion of our investments;
•our expected financings and investments;
•the adequacy of our cash resources and working capital;
•the timing, form and amount of any dividend distributions;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability to consummate acquisitions;
•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
•the ability of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the “Investment Adviser”), to locate suitable investments for us and to monitor and administer our investments;
79

•currency fluctuations and the adverse effect such fluctuations could adversely affecthave on the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
our future operating results;
•the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
our ability to recover unrealized losses;
market conditions and our ability to access alternative debt markets and additional debt and equity capital;
our contractual arrangements and relationships with third parties;
the general economy and its impact on the industries in which we invest;
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
competition with other entities and our affiliates for investment opportunities;
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the loss of key personnel;
the costs associated with being a public entity;
the timing, form and amount of any dividend distributions;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability to consummate acquisitions;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of The Carlyle Group Employee Co., L.L.C. and CELF Advisors LLP to attract and retain highly talented professionals that can provide services to our investment adviserInvestment Adviser and administrator;Carlyle Global Credit Administration L.L.C. (the “Administrator”);
•our ability to maintain our status as a business development company;company (“BDC”); and
•our intent to satisfy the requirements of a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended.


amended (together with the rules and regulations promulgated thereunder, the “Code”).
We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part I,II, Item 1A of our annual report on Form 10-K for the year ended December 31, 2016, under the heading “Risk Factors” in our prospectus filed under Rule 497 on June 14, 2017, and Part II, Item 1A of and elsewhere in this2022 (our “2022 Form 10-Q.10-K”).
We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in “Risk Factors” in Part I, Item 1A of our annual report on2022 Form 10-K for the year ended December 31, 2016, under the heading "Risk Factors" in our prospectus filed under Rule 497 on June 14, 2017, and Part II, Item 1A of this Form 10-Q “Risk Factors.”10-K. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” in our 2022 Form 10-K and “Cautionary StatementsStatement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
We areCarlyle Secured Lending, Inc., a Maryland corporation, formed on February 8, 2012, and structured as anis a specialty finance company that is a closed-end, externally managed, non-diversified closed-endmanagement investment company. We have elected to be regulated as a BDC under the Investment Company Act. WeAct and have operated our business as a BDC since we began our investment activities. For U.S. federal income tax purposes, we have elected to be treated and intend to continue to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We were formed in February 2012, commenced investment operations in May 2013 and began trading on the Nasdaq Global Select Market, under the symbol “CGBD,” upon completion of our initial public offering in June 2017. Our principal executive offices are located at One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $10$25 million to $100 million of EBITDA.earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct originationsorigination of Middlesecured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans,Loans”), with the balancea minority of our assets invested in higher yielding investments (which may include unsecured debt, mezzaninesubordinated debt and investments in equities). We generally makeThe Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, we expect that between 70% and 80% of the value of our assets will be invested in Middle Market Senior Loans. We expect that the composition of our portfolio will change over time given our Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which we are operating.
On June 19, 2017, we closed our IPO, issuing 9,454,200 shares of our common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017.
We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers Act.Act of 1940, as amended. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a
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subsidiary of Carlyle.
The Investment Committee is responsible for reviewing and approving our investment opportunities. The members of the Investment Committee include several of the most senior credit professionals within the Global Credit segment, with backgrounds and expertise across multiple asset classes with significant industry experience and tenure. As of September 30, 2023, our Investment Adviser’s investment team included a team of 217 investment professionals across the Carlyle Global Credit segment. The Investment Committee has delegated approval of certain amendments, follow-on investments with existing borrowers, investments below certain size thresholds (existing or new platforms), and other matters as determined by the Investment Committee to the Screening Committee. In addition, our Investment Adviser and its investment team are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned subsidiary of Carlyle. In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including our Investment Adviser and its affiliates. We have operated our business as a BDC since we began our investment activities in May 2013.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the general economic environment and the competitive environment for the type of investments we make.



Revenue
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR.SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to anthe investment advisory agreement (the “Investment Advisory Agreement”) between us and our Investment Adviser;Adviser (as amended, the “Investment Advisory Agreement”); (ii) debt service and other costs of borrowings or other financing arrangements; (iii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under an administration agreement (the “Administration Agreement”)the Administration Agreement between us and our Administrator; and (iii)(iv) other operating expenses as detailedsummarized below:
 
the costs associated with the Private Offering;•administration fees payable under our Administration Agreement and Sub-Administration Agreements, including related expenses;
•the costs of any other offerings of our common stock and other securities, if any;
•calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);
•expenses, including travel expenses, incurred by our Investment Adviser, or members of our Investment Adviser team managing our investments, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing our rights;companies;
the base management fee and any incentive fee payable under our Investment Advisory Agreement;
certain costs and expenses relating to distributions paid on our shares;
administration fees payable under our Administration Agreement and sub-administration agreements, including related expenses;
debt service and other costs of borrowings or other financing arrangements;
•the allocated costs incurred by our Investment Adviser in providing managerial assistance to those portfolio companies that request it;
•amounts payable to third parties relating to, or associated with, making or holding investments;
•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
•transfer agent and custodial fees;
costs of hedging;
•commissions and other compensation payable to brokers or dealers;
federal and state registration fees;
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any •U.S. federal, state and local taxes, including any excise taxes;
•independent director fees and expenses;
•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including federal and state registration and any applicable listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;fees;


•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;meetings;
•the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;portfolio;
our •fidelity bond;
directors and officers/errors and omissionsbond, liability insurance, and any other insurance premiums;
•indemnification payments;
•direct fees and expenses associated with independent audits, agency, consulting and legal costs; and
•all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.
We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.decline.
PORTFOLIO AND INVESTMENT ACTIVITY
AsBelow is a summary of September 30, 2017, the fair valuecertain characteristics of our investments was approximately $1,964,117, comprised of 108 investments in 92investment portfolio companies/structured finance obligations/investment fund across 29 industries with 59 sponsors. As of December 31, 2016, the fair value of our investments was approximately $1,422,759, comprised of 98 investments in 86 portfolio companies/structured finance obligations/investment fund across 29 industries with 57 sponsors.
Based on fair value as of September 30, 2017, our portfolio consisted of approximately 89.6% in secured debt (75.9% in first lien debt (including 11.7% in first lien/last out loans)2023 and 13.7% in second lien debt), 9.6% in Credit Fund, 0.1% in structured finance obligations and 0.7% in equity investments. Based on fair value as of September 30, 2017, approximately 1.2% of our debt portfolio was invested in debt bearing a fixed interest rate and approximately 98.8% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily areDecember 31, 2022.
As of
September 30, 2023December 31, 2022
Number of investments171 173 
Number of portfolio companies / investment funds124 134 
Number of industries26 28 
Percentage of total investment fair value:
First lien debt68.4 %68.6 %
Second lien debt12.7 %13.3 %
Total secured debt81.1 %81.9 %
Investment Funds13.5 %13.3 %
Equity investments5.4 %4.8 %
Percentage of debt investment fair value:
Floating rate(1)
98.8 %98.5 %
Fixed interest rate1.2 %1.5 %
(1)Primarily subject to interest rate floors.
Based on fair value as of December 31, 2016, our portfolio consisted of approximately 92.2% in secured debt (80.1% in first lien debt (including 12.9% in first lien/last out loans) and 12.1% in second lien debt), 7.0% in Credit Fund, 0.4% in structured finance obligations and 0.5% in equity investments. Based on fair value as of December 31, 2016, approximately 0.8% of our debt portfolio was invested in debt bearing a fixed interest rate and approximately 99.2% of our debt portfolio was invested in debt bearing a floating interest rate with an interest rate floor.
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Our investment activity for the three month periodsmonths ended September 30, 20172023 and 20162022 is presented below (information presented herein is at amortized cost unless otherwise indicated):
 Three months ended September 30,
 20232022
Investments:
Total investments, beginning of period$1,963,144 $1,958,301 
New investments purchased54,316 227,794 
Net accretion of discount on investments2,003 2,835 
Net realized gain (loss) on investments(142)(4,508)
Investments sold or repaid(92,437)(172,235)
Total Investments, end of period$1,926,884 $2,012,187 
Principal amount of investments funded:
First Lien Debt$56,025 $267,262 
Second Lien Debt613 285 
Equity Investments(1)
2,166 14,623 
Total$58,804 $282,170 
Principal amount of investments sold or repaid:
First Lien Debt$(57,832)$(180,937)
Second Lien Debt(28,891)(31,500)
Equity Investments(1)
(1,543)— 
Total$(88,266)$(212,437)
Number of new funded debt investments(2)
6 16 
Average amount of new funded debt investments$5,651 $16,147 
 For the three month periods ended
 September 30, 2017 September 30, 2016
Investments:   
Total investments, beginning of period$1,727,680
 $1,220,872
New investments purchased310,633
 308,572
Net accretion of discount on investments1,832
 1,881
Net realized gain (loss) on investments172
 544
Investments sold or repaid(68,284) (142,397)
Total Investments, end of period$1,972,033
 $1,389,472
Principal amount of investments funded:   
First Lien Debt$273,245
 $249,318
Second Lien Debt29,250
 —
Structured Finance Obligations—
 —
Equity Investments1,500
 856
Investment Fund12,600
 63,200
Total$316,595
 $313,374
Principal amount of investments sold or repaid:   
First Lien Debt$(47,470) $(89,469)
Second Lien Debt(12,500) (29,121)
Structured Finance Obligations—
 —
Investment Fund(8,400) (22,400)
Total$(68,370) $(140,990)
Number of new funded investments28
 19
Average amount of new funded investments$11,094
 $16,241
Percentage of new funded debt investments at floating interest rates100% 100%
(1)Based on cost/proceeds of equity activity. The prior period has been conformed to the current presentation.
(2)For the three months ended September 30, 2023 and 2022, 100% of new funded debt investments were at floating interest rates.
As of September 30, 20172023 and December 31, 2016,2022, investments consisted of the following:
 September 30, 2023December 31, 2022
 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
First Lien Debt$1,319,570 $1,270,972 $1,416,343 $1,359,962 
Second Lien Debt241,091 236,975 271,266 262,703 
Equity Investments95,126 101,113 91,269 94,190 
Investment Funds271,097 251,415 271,097 263,022 
Total$1,926,884 $1,860,475 $2,049,975 $1,979,877 
 September 30, 2017 December 31, 2016
 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
First Lien Debt (excluding First Lien/Last Out)$1,264,114
 $1,259,983
 $964,398
 $955,478
First Lien/Last Out Unitranche237,751
 230,667
 180,928
 184,070
Second Lien Debt266,604
 268,783
 172,960
 171,864
Structured Finance Obligations6,436
 2,585
 9,239
 5,216
Equity Investments10,327
 13,552
 5,071
 6,474
Investment Fund186,801
 188,547
 97,385
 99,657
Total$1,972,033
 $1,964,117
 $1,429,981
 $1,422,759


The weighted average yields(1) for our first andlien debt, second lien debt and income producing investments, based on the amortized cost and fair value as of September 30, 20172023 and December 31, 2016,2022, were as follows:
 September 30, 2023December 31, 2022
 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
First Lien Debt12.6 %12.9 %11.5 %11.9 %
Second Lien Debt13.7 %13.9 %12.8 %13.2 %
First and Second Lien Debt Total12.8 %13.1 %11.7 %12.1 %
Total Debt and Income Producing Investments(2)
12.7 %13.1 %11.8 %12.2 %


(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2023 and December 31, 2022. Weighted average yield on debt and income producing investments at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt and income producing investments at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023,
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 September 30, 2017 December 31, 2016
 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
First Lien Debt (excluding First Lien/Last Out)8.02% 8.05% 7.09% 7.15%
First Lien/Last Out Unitranche9.77% 10.07% 12.33% 12.12%
First Lien Debt Total8.30% 8.36% 7.92% 7.96%
Second Lien Debt10.37% 10.29% 9.97% 10.04%
First and Second Lien Debt Total8.61% 8.66% 8.19% 8.23%
weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 12.3% and 11.4% as of September 30, 2023 and December 31, 2022, respectively.
(2)Income Producing Investments include Credit Fund and Credit Fund II, as well as income producing equity investments.
(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first andlien debt, second lien debt and income producing investments as measured on an amortized cost basis increased from 8.19% to 8.61% from11.8% as of December 31, 20162022 to 12.7% as of September 30, 2017.2023. The increase in weighted average yields was primarily due to the increase in 90-day LIBOR from 1.00% to 1.33%impact of rising benchmark interest rates.
As of September 30, 2023 and from originationsDecember 31, 2022, four and three of newour debt investments, with higher weighted average yieldsrespectively, were on non-accrual status. The remaining first and second lien debt investments were performing and current on their interest payments as of 8.96%September 30, 2023 and sales/repayments of existing investments with lower weighted average yields of 8.60%.
December 31, 2022. The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of
September 30, 20172023 and December 31, 2016:2022:
September 30, 2017 December 31, 2016 September 30, 2023December 31, 2022
Fair Value Percentage Fair Value Percentage Fair ValuePercentageFair ValuePercentage
Performing$1,941,309
 98.84% $1,415,131
 99.46%Performing$1,823,875 98.0 %$1,921,945 97.1 %
Non-accrual (1)
22,808
 1.16
 7,628
 0.54
Non-accrual(1)
36,600 2.0 57,932 2.9 
Total$1,964,117
 100.00% $1,422,759
 100.00%Total$1,860,475 100.0 %$1,979,877 100.0 %
 
(1)Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest has been paid current and, in management’s judgment, likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. See Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the accounting policies.
(1)For information regarding our non-accrual policy, see Note 2, Significant Accounting Policies, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
See the Consolidated Schedules of Investments as of September 30, 20172023 and December 31, 20162022 in our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.
As part of the monitoring process, our Investment Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”:. Pursuant to these risk policies, an Internal Risk Rating of 1 – 5, which are defined below, is assigned to each debt investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.


Internal Risk Ratings Definitions
RatingDefinition
1Borrower is operating above expectations, and the trends and risk factors are generally favorable.
Rating2Definition
1
Performing—Low Risk:Borrower is operating more than 10% aheadgenerally as expected or at an acceptable level of performance. The level of risk to our initial cost basis is similar to the base case.
2
Performing—Stable Risk: Borrower is operating within 10%risk to our initial cost basis at the time of the base case (above or below).origination. This is the initial risk rating assigned to all new borrowers.
3
Performing—Management Notice:Borrower is operating more than 10% below expectations and level of risk to our cost basis has increased since the base case. A financial covenant defaulttime of origination. The borrower may have occurred, butbe out of compliance with debt covenants. Payments are generally current although there is a lowmay be higher risk of payment default.
4
Watch List:Borrower is operating materially below expectations and the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due, but generally not by more than 20% below the base case120 days. It is anticipated that we may not recoup our initial cost basis and there ismay realize a high riskloss of covenant default, or it may have already occurred. Payments are current although subject to greater uncertainty, and there is moderate to high risk of payment default.
our initial cost basis upon exit.
5
Watch List—Possible Loss:Borrower is operating more than 30%substantially below expectations and the base case. At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have occurred. Loss of principal is possible.
6
Watch List—Probable Loss: Borrower is operating more than 40% below the base case, and at the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Additionally, the prospects for improvement in the borrower’s situation are sufficiently negative that impairment of someloan’s risk has increased substantially since origination. Most or all principalof the debt covenants are out of compliance and payments are substantially delinquent. It is probable.
anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.
Our Investment Adviser’s risk rating model is based on evaluating portfolio company performance in comparison to the base case when considering certain credit metrics including, but not limited to, adjusted EBITDA and net senior leverage as well as specific events including, but not limited to, default and impairment.
Our Investment Adviser monitors and, when appropriate, changes the investmentrisk ratings assigned to each debt investment in our portfolio. In connection with our quarterly valuation process, ourOur Investment Adviser reviews our investment ratings on a regular basis.in connection with our quarterly valuation process. The followingbelow table summarizes the Internal Risk Ratings as of September 30, 20172023 and December 31, 2016:2022.
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September 30, 2017 December 31, 2016 September 30, 2023December 31, 2022
Fair Value % of Fair Value Fair Value % of Fair Value Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)       (dollar amounts in millions)    
Internal Risk Rating 1$75.1
 4.27% $59.3
 4.52%Internal Risk Rating 1$27.1 1.8 %$30.7 1.9 %
Internal Risk Rating 21,376.0
 78.20
 1,055.7
 80.50
Internal Risk Rating 21,187.9 78.8 1,280.1 78.8 
Internal Risk Rating 3187.7
 10.67
 100.9
 7.70
Internal Risk Rating 3256.3 17.0 254.0 15.7 
Internal Risk Rating 484.1
 4.78
 75.7
 5.77
Internal Risk Rating 436.6 2.4 48.6 3.0 
Internal Risk Rating 536.6
 2.08
 12.2
 0.93
Internal Risk Rating 5— — 9.3 0.6 
Internal Risk Rating 6—
 —
 7.6
 0.58
Total$1,759.5
 100.00% $1,311.4
 100.00%Total$1,507.9 100.0 %$1,622.7 100.0 %
As of both September 30, 20172023 and December 31, 2016,2022, the weighted average Internal Risk RatingsRating of our debt investment portfolio were 2.2 and 2.2, respectively.was 2.2. As of September 30, 2017 and December 31, 2016, 10 and 82023, four of our debt investments, with an aggregate fair value of $120.7$36.6 million and $95.5 million, respectively, were assigned an Internal Risk Rating of 4-6.4-5.  As of September 30, 2017 and December 31, 2016, one first lien debt investment in the portfolio with a fair value2022, three of $22.8 million and $7.6 million, respectively, was on non-accrual status, which represented approximately 1.30% and 0.58%, respectively, of total first and second lien investments at fair value. The remaining first and second lienour debt investments, were performing and current on their interest payments as of September 30, 2017 and December 31, 2016. 

During the nine month period ended September 30, 2017, 2 investments with fair value of $21.1 million were downgraded to an Internal Risk Rating of 4 due to changes in financial condition and performance of the respective portfolio companies, one of which with fair value of $13.8 million was subsequently upgraded to an Internal Risk Rating of 2 due to a pending repayment in full. The remainder of the net increase in the aggregate fair value of debt investments$57.9 million were assigned an Internal Risk Rating of 4-6 was primarily a result of the NFIC Acquisition and the transfer of 9 overlapping debt investments with fair value of approximately $28.4 million into our debt investment portfolio from NFIC, one new investment with fair value of approximately $3.9 million acquired from NFIC, and, to a lesser extent, general market movements, as well as the restructuring of TwentyEighty, Inc. which occurred in the first quarter of 2017 and resulted in the upgrades of the new Term Loan A to an Internal Risk Rating of 2 and new Term Loan B to an Internal Risk Rating of 3.

4-5.

CONSOLIDATED RESULTS OF OPERATIONS
For the three month and nine month periods ended September 30, 2017 and 2016
The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation. As a result, quarterly comparisons may not be meaningful.
Net Investment Income
Net investment income (loss) for the three and nine months ended September 30, 2023 and 2022 was as follows:

Three months ended September 30,Nine months ended September 30,
2023202220232022
Total investment income$60,501 $59,143 $178,941 $151,220 
Total expenses (including Excise tax expense)(33,390)(27,990)(98,085)(72,678)
Net investment income (loss)$27,111 $31,153 $80,856 $78,542 
The changes in net investment income for the three and nine months ended September 30, 2023 from the comparable periods in 2022 was primarily driven by the changes discussed below.
Investment Income
Investment income for the three month and nine month periodsmonths ended September 30, 20172023 and 20162022 was as follows:
 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
First Lien Debt$29,336
 $22,703
 $84,922
 $59,374
Second Lien Debt7,461
 5,462
 17,255
 16,865
Structured Finance Obligations—
 98
 —
 859
Equity Investments—
 —
 2
 13
Investment Fund5,812
 686
 13,193
 686
Cash39
 8
 119
 18
Total investment income$42,648
 $28,957
 $115,491
 $77,815
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Investment income
Interest income$46,040 $37,499 $137,142 $103,209 
PIK income5,417 11,146 14,321 18,595 
Dividend Income8,276 7,524 24,828 22,572 
Other income768 2,974 2,650 6,844 
Total investment income$60,501 $59,143 $178,941 $151,220 
The increase in investment income for the three month and nine month periodsmonths ended September 30, 20172023 from the comparable periods in 20162022 was primarily driven by our increasing invested balance, increased fees and otheran increase in interest income from syndications and prepayments, and increasedhigher weighted average interest and dividendrates, partially offset by a decrease in PIK income from Credit Fund.one-time income from restoring our Direct Travel, Inc. debt investments to accrual status. As of September 30, 2017,2023, the size of our portfolio increaseddecreased to $1,972,033$1,926,884 from $1,389,472$2,012,187 as of September 30, 2016,2022, at amortized cost, and total principal amount of investments outstanding increased to $2,008,693 from $1,437,034 as of September 30, 2016.cost. As of September 30, 2017,2023, the weighted average yield of our first and second lien debt investments increased to 8.61%12.8% from 8.30%10.4% as of September 30, 20162022 on amortized cost, primarily due to the increase in 90-day LIBORcost.
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Interest and from net originations with higher weighted average yields.
InterestPIK income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2017, one first lien2023 and 2022, four and twoof our debt investment in the portfolio was non-performing. Theinvestments, respectively, were on non-accrual status. Non-accrual investments had a fair value of the loan in the portfolio on non-accrual status was $22,808,$36,600 and $37,404, respectively, which representsrepresented approximately 1.30%2.0% and 1.9% of total first and second lien investments at fair value.value, respectively, as of September 30, 2023 and 2022. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2017. All first2023 and second lien debt investments were performing and current on their interest payments as of September 30, 2016.2022.
The increasedecrease in other income for the three month and nine month periodsmonths ended September 30, 20172023 from the comparable periods in 20162022 was primarily driven by higher syndication feeslower amendment, underwriting and prepayment fees resulting from full paydowns on select investments. Forfees.
The increase in dividend income for the three month periodsand nine months ended September 30, 2017 and 2016,2023 from the Company earned $1,318 and $1,909, respectively,comparable periods in other income. For the nine month periods ended September 30, 2017 and 2016, the Company earned $7,900 and $4,578, respectively, in other income.
Our total dividend and interest income from investments in Credit Fund totaled $5,812 and $13,193 for the three month and nine month periods ended September 30, 2017, respectively. Our total dividend and interest income from investments in Credit Fund totaled $686 for the three month and nine month periods ended September 30, 2016. The increase2022 was primarily driven by increased invested balancean increase in dividends declared by the investment funds as a result of Credit Fund since the commencement of operations at Credit Fund. We made our firsthigher net investment in Credit Fund in February 2016.income each investment fund earned.
Net investment incomeExpenses
Expenses for the three month and nine month periodsmonths ended September 30, 20172023 and 2016 was as follows:2022 comprised the following:

 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees5,530 6,451 16,595 16,137 
Professional fees684 787 1,896 2,322 
Administrative service fees369 470 866 1,337 
Interest expense and credit facility fees18,222 11,937 53,376 28,723 
Directors’ fees and expenses103 173 333 519 
Other general and administrative552 461 1,495 1,237 
Excise tax expense850 449 2,023 978 
Total expenses (including Excise tax expense)$33,390 $27,990 $98,085 $72,678 

 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Total investment income$42,648
 $28,957
 $115,491
 $77,815
Net expenses17,568
 13,111
 49,856
 36,543
Net investment income (loss)$25,080
 $15,846
 $65,635
 $41,272
Expenses
 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Base management fees$6,999
 $4,699
 $17,781
 $13,184
Incentive fees5,321
 3,962
 15,459
 10,318
Professional fees361
 568
 1,957
 1,574
Administrative service fees184
 180
 522
 526
Interest expense5,922
 4,051
 16,694
 11,475
Credit facility fees521
 682
 1,553
 2,139
Directors’ fees and expenses121
 146
 355
 410
Other general and administrative472
 390
 1,462
 1,312
Total expenses19,901
 14,678
 55,783
 40,938
Waiver of base management fees2,333
 1,567
 5,927
 4,395
Net expenses$17,568
 $13,111
 $49,856
 $36,543

Interest expenseBelow is a summary of the base management fees and credit facilityincentive fees forincurred during the three month and nine month periodsmonths ended September 30, 20172023 and 2016 were comprised of the following:2022.
 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Interest expense$5,922
 $4,051
 $16,694
 $11,475
Facility unused commitment fee309
 351
 925
 1,034
Amortization of deferred financing costs183
 305
 541
 1,027
Other fees29
 26
 87
 78
Total interest expense and credit facility fees$6,443
 $4,733
 $18,247
 $13,614
Cash paid for interest expense$4,910
 $3,906
 $15,422
 $10,700
Three months ended September 30,Nine months ended September 30,
2023202220232022
Base management fees$7,080 $7,262 $21,501 $21,425 
Incentive fees on pre-incentive fee net investment income5,530 6,451 16,595 16,137 
Total base management fees and incentive fees$12,610 $13,713 $38,096 $37,562 
The increasechanges in interest expense for the three month and nine month periods ended September 30, 2017 compared to the comparable periods in 2016 was driven by increased drawings under the Facilities related to increased deployment of capital for investments. For the three month period ended September 30, 2017, the average interest rate increased to 3.40% from 2.75% for the comparable period in 2016, and average principal debt outstanding increased to $406,498 from $292,084 for the comparable period in 2016. For the nine month period ended September 30, 2017, the average interest rate increased to 3.24% from 2.67% for the comparable period in 2016, and average principal debt outstanding increased to $402,787 from $277,575 for the comparable period in 2016.
The increase in base management fees (and related waiver of base management fees) and incentive fees related to pre-incentive fee net investment income for the three month and nine month periodsmonths ended September 30, 20172023 from the comparable periodperiods in 2016 were2022 was driven by our deployment of capital and increasing invested balance. Fordifferences in the three month periods ended September 30, 2017 and 2016, base management fees were $4,666 and $3,132, respectively, (net the waiver of $2,333 and $1,567, respectively), incentive fees related to pre-incentive fee net investment income were $5,321income. Base management fees for the three and $3,962, respectively,nine months ended September 30, 2023 remained consistent with the comparable periods in 2022.
For the three and nine months ended September 30, 2023 and 2022, there were no accrued capital gains incentive fees related tobased upon the cumulative net realized capital gains. For the nine month periods endedand unrealized appreciation (depreciation) as of September 30, 20172023 and 2016, base management fees were $11,854 and $8,789, respectively, (net the waiver of $5,927 and $4,395, respectively), incentive fees related to pre-incentive fee net investment income were $15,459 and $10,318, respectively, and there were no incentive fees related to realized capital gains.2022. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“USU.S. GAAP”) in a given period may result in an additional expense if such


cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4, Related Party Transactions, to the unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the incentive and base management fees. For
86

Interest expense and credit facility fees for the three month and nine month periodsmonths ended September 30, 20172023 and 2016, there were no accrued capital gains incentive2022 comprised the following:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Interest expense$17,578 $11,491 $51,697 $27,172 
Facility unused commitment fee354 175 841 805 
Amortization of deferred financing costs and debt issuance costs290 271 838 746 
Total interest expense and credit facility fees$18,222 $11,937 $53,376 $28,723 
Cash paid for interest expense and credit facility fees17,696 9,460 $51,650 $24,902 
Average principal debt outstanding$1,016,240 $1,062,687 $1,054,193 $898,738 
Weighted average interest rate6.79 %4.23 %6.48 %3.96 %
The increase in interest expense and credit facility fees based uponfor the cumulative net realizedthree and unrealized appreciation (depreciation) as ofnine months ended September 30, 2017 and 2016, respectively.2023 compared to the comparable periods in 2022 was primarily driven by higher weighted average interest rates due to higher benchmark rates.
Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement,Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. The increase in professional fees for the three month and nine month periods ended September 30, 2017 compared to the comparable periods in 2016 was driven by an increase in non-recurring professional fees related to the NFIC Acquisition.
Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
DuringThe amount of and number of realized gain (loss) and change in appreciation (depreciation) for the three month and nine month periodsmonths ended September 30, 2017, we had2023 and 2022 were as follows:
Three months ended September 30,Nine months ended September 30,
2023202220232022
Realized gain on investments$153 $598 $1,600 $7,953 
Number of investments with realized gains3 7 12 17 
Realized losses on investments$295 $5,106 $23,048 $6,568 
Number of investments with realized losses2 6 14 13 
Change in unrealized appreciation on investments$18,458 $25,319 $65,642 $39,047 
Number of investments with unrealized appreciation112 62 123 38 
Change in unrealized depreciation on investments$18,143 $19,524 $61,953 $57,776 
Number of investments with unrealized depreciation60 103 65 141 
87

Net realized gains on 4gain (loss) and 13 investments, respectively, totaling approximately $181 and $593, respectively, which were offset by realized losses on 1 and 8 investments, respectively, totaling approximately $9 and $8,317, respectively. During the three month and nine month periods ended September 30, 2016, we had realized gains on 3 and 8 investments, respectively, totaling approximately $632 and $811, respectively, which were offset by realized losses on 2 and 12 investments, respectively, totaling approximately $88 and $9,866, respectively. During the three month and nine month periods ended September 30, 2017, we had anet change in unrealized appreciation on 59 and 60 investments, respectively, totaling approximately $13,191 and $29,089, respectively, which was offset by a change in unrealized depreciation on 44 and 70 investments, respectively, totaling approximately $12,900 and $29,783, respectively. During(depreciation) for the three month and nine month periodsmonths ended September 30, 2016, we had a2023 and 2022 were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
Net realized gain (loss) on investments$(142)$(4,508)$(21,448)$1,385 
Net change in unrealized appreciation (depreciation) on investments(1)
315 5,795 3,689 (18,729)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments173 1,287 (17,759)(17,344)
Net realized currency gain (loss) on non-investment assets and liabilities406 (71)398 (478)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,297 5,461 (808)12,458 
Net realized and unrealized gains (losses)$2,876 $6,677 $(18,169)$(5,364)
(1)For the three and nine months ended September 30, 2023, net change in unrealized appreciation (depreciation) on 69investments included $(2,337) and 86 investments, respectively, totaling approximately $19,587$805 related to currency gains (losses), respectively. For the three and $34,680, respectively, which was offset by anine months ended September 30, 2022, net change in unrealized depreciationappreciation (depreciation) on 32investments included $(5,464) and 25 investments, respectively, totaling approximately $6,807 and $14,484,$(12,633) related to currency gains (losses), respectively. In particular, effective January 31, 2017, TwentyEighty, Inc. (fka Miller Heiman, Inc.) completed a restructuring whereby the first lien debt held by us was converted into new term loans and equity. As a result, $10,943 of unrealized depreciation was reversed and we realized a loss of $7,738 on the investment during the nine month period ended September 30, 2017.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periodsmonths ended September 30, 20172023 and 20162022 were as follows:
 Three months ended September 30,Nine months ended September 30,
 2023202220232022
TypeNet realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)
First Lien Debt$(97)$7,212 $151 $1,205 $(22,706)$7,783 $3,102 $(12,622)
Second Lien Debt(45)(467)(4,659)3,421 (93)4,447 (5,615)(7,800)
Equity Investments— (1,825)— (753)1,351 3,066 3,898 (808)
Investment Funds— (4,605)— 1,922 — (11,607)— 2,501 
Total$(142)$315 $(4,508)$5,795 $(21,448)$3,689 $1,385 $(18,729)
 For the three month periods ended For the nine month periods ended
 September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Net realized gain (loss) on investments$172
 $544
 $(7,724) $(9,055)
Net change in unrealized appreciation (depreciation) on investments291
 12,780
 (694) 20,196
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments$463
 $13,324
 $(8,418) $11,141

NetThe net realized gain (loss)loss on our investments for the three months ended September 30, 2023 was primarily driven by sales to Credit Fund II. The net realized loss on our investments for the nine months ended September 30, 2023 was primarily driven by the exit of our investment in DermaRite and netthe restructuring of PPT Management Holdings. Net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2017 and 2016 were as follows:


 For the three month periods ended
 September 30, 2017 September 30, 2016
TypeNet realized gain (loss) Net change in unrealized appreciation (depreciation) Net realized gain (loss) Net change in unrealized appreciation (depreciation)
First Lien Debt$141
 $(1,434) $324
 $3,082
Second Lien Debt—
 1,359
 221
 5,648
Structured Finance Obligations31
 —
 (1) 1,145
Equity Investments—
 1,330
 —
 661
Investment Fund—
 (964) —
 2,244
Total$172
 $291
 $544
 $12,780
 For the nine month periods ended
 September 30, 2017 September 30, 2016
TypeNet realized gain (loss) Net change in unrealized appreciation (depreciation) Net realized gain (loss) Net change in unrealized appreciation (depreciation)
First Lien Debt$(7,710) $(5,437) $495
 $3,223
Second Lien Debt(3) 3,275
 221
 4,189
Structured Finance Obligations(11) 172
 (9,771) 9,888
Equity Investments—
 1,822
 —
 939
Investment Fund—
 (526) —
 1,957
Total$(7,724) $(694) $(9,055) $20,196
Net change in unrealized depreciation in our investments for the three month and nine month periodsmonths ended September 30, 2017 compared to the comparable period in 20162023 was primarily due todriven by the tightening of market yields. Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2023 was primarily driven by the performance of our investment in American Physician Partners offset by the reversal of prior period unrealized losses on our investment in DermaRite and Bayside OPCP (formerly PPT Management). Net change in unrealized appreciation (depreciation) is also driven by changes in variousother inputs utilized under our valuation methodology, including, but not limited to, market spreads,enterprise value multiples, borrower leverage multiples and borrower ratings, and the impact of exits.
MIDDLE MARKET CREDIT FUND,Middle Market Credit Fund, LLC
Overview (“Credit Fund”)
On February 29, 2016, we and Credit Partners entered into an amended and restated limited liability company agreement, which was subsequently amended and restated on June 24, 2016 and February 22, 2021, May 16, 2022 and April 20, 2023 (as amended, “the Limitedthe “Limited Liability Company Agreement”) to co-manage Credit Fund, an unconsolidateda Delaware limited liability company. Credit Fund primarily investscompany that is not consolidated in first lien loans of middle-market companies.our consolidated financial statements. Credit Fund is managed by a six-member board of managers, on which we and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of our representatives and two of Credit Partners’ representatives. We and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000$250,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by us. By virtue of itsour respective membership interest, the Companyinterests, we and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, we co-invest through Credit Fund. Investment opportunities for
88

Credit Fund areprimarily invests in first lien loans of middle market companies sourced primarily by us and our affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of us and Credit Partners. Therefore, although we own more than 25% of the voting securities of Credit Fund, we do not believe that we have control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit(“Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”) and MMCF Warehouse II, LLC (“Credit Fund Warehouse II”), each a Delaware limited liability company was formed on April 5, 2016. Credit Fund Sub primarily invests in first lien loans of middle-market companies. Credit Fund Sub is a wholly-owned subsidiaryare wholly owned subsidiaries of Credit Fund and isare consolidated in Credit Fund’s consolidated financial statements commencing from the date of its formation. Credit Fund follows the same Internal Risk Rating system as us.


Credit Fund, we and Credit Partners entered into an administration agreement with Carlyle GMS Finance Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at our expense with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder.
Selected Financial Datastatements.
Since inception of Credit Fund and through September 30, 20172023 and December 31, 2016, the Company2022, we and Credit Partners each made capital contributions of $1 in members’ equity and $74,500 and $35,000, respectively,$216,000 in subordinated loans to Credit Fund. As of September 30, 2017 and December 31, 2016, Credit Fund had net borrowings of $112,300 and $62,384, respectively, in mezzanine loans under a revolving credit facility withOn May 25, 2021, the Company (the “Credit Fund Facility”). Asand Credit Partners received an aggregate return of September 30, 2017 and December 31, 2016, Credit Fund hadcapital on the subordinated loans and members’ capital of $152,495$46,000, of which the Company received $23,000. The cost and $74,547, respectively. As of September 30, 2017 and December 31, 2016, the Company’s ownership interest in such subordinated loans and members’ capital was $76,247 and $37,273, respectively, and in such mezzanine loans was $112,300 and $62,384, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund held cash and cash equivalents totaling $14,767 and $6,103, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund had total investments at fair value of $823,129 and $437,829, respectively, which was comprised of first lien senior secured loans and second lien senior secured loans to 47 and 28 portfolio companies, respectively. As of September 30, 2017 and December 31, 2016, no loans in Credit Fund’s portfolio were on non-accrual status or contained PIK provisions. All investments in the portfolio were floating rate debt investments with an interest rate floor. The portfolio companiesour investment in Credit Fund are U.S. middle market companies in industries similar to those in which the Company may invest directly. Additionally,was $193,001 and $184,527, respectively, as of September 30, 20172023 and $193,001 and $190,065, respectively, as of December 31, 2022.
Our portion of the dividend declared by Credit Fund was $5,500 and $5,000 for the three months ended September 30, 2023 and 2022, respectively. Our portion of the dividend declared by Credit Fund was $16,500 and $15,000 for the nine months ended September 30, 2023 and 2022, respectively. As of both September 30, 2023 and December 31, 2016,2022, our annualized dividend yield from Credit Fund had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $65,341 and $30,361, respectively.was 11.4%.
Below is a summary of Credit Fund’s portfolio followedas of September 30, 2023 and December 31, 2022:
As of
September 30, 2023December 31, 2022
Senior secured loans(1)
$816,447 $955,605 
Weighted average yields of senior secured loans based on amortized cost(2)
11.2 %10.0 %
Weighted average yields of senior secured loans based on fair value(2)
11.6 %10.5 %
Number of portfolio companies in Credit Fund38 45 
Average amount per portfolio company(1)
$21,485 $21,236 
Number of loans on non-accrual status3 — 
Fair value of loans on non-accrual status$13,591 $— 
Percentage of portfolio at floating interest rates(3)(4)
100.0 %100.0 %
Fair value of loans with PIK provisions$35,272 $49,950 
Percentage of portfolio with PIK provisions(4)
4.7 %5.5 %
(1)At par/principal amount.
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2023 and December 31, 2022. Weighted average yield on debt at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023, weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.
At times, the Company will engage in purchase and sale transactions with Credit Fund, as detailed below. See Note 5, Middle Market Credit Fund, LLC, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments sold— 3 3 6 
Proceeds from investments$— $31,014 $18,237 $84,534 
Realized gain (loss) from investments$— $121 $(94)$48 


89

Middle Market Credit Fund II, LLC (“Credit Fund II”)
On November 3, 2020, we and Cliffwater Corporate Lending Fund (“CCLF”) entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in our consolidated financial statements. Credit Fund II is managed by a listingfour-member board, on which we and CCLF have equal representation. We and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of our respective membership interests, we and CCLF each indirectly bear an allocable share of all expenses and other obligations of Credit Fund II.
Credit Fund II primarily invests in senior secured loans of middle market companies. Credit Fund II's initial portfolio was funded in November 2020 with existing senior secured debt investments contributed by us and as part of the transaction, we determined that the contribution met the requirements under ASC 860, Transfers and Servicing. Credit Fund II is expected to make only limited new investments in senior secured loans of middle market companies. Portfolio and investment decisions with respect to Credit Fund II must be unanimously approved by a quorum of Credit Fund II’s board members consisting of at least one of our representatives and one of CCLF's representatives. Therefore, although we own more than 25% of the voting securities of Credit Fund II, we do not believe that we have control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund’sFund II’s consolidated financial statements.
Since inception of Credit Fund II and through September 30, 2023, we and CCLF made capital contributions of $78,096 and $12,709 in members’ equity, respectively, to Credit Fund II. The cost and fair value of our investment in Credit Fund II was $78,096 and $66,888, respectively, as of September 30, 2023 and $78,096 and $72,957, respectively, as of December 31, 2022.
Our portion of the dividend declared by Credit Fund II was $2,776 and $2,524 for the three months ended September 30, 2023 and 2022, respectively. Our portion of the dividend declared by Credit Fund II was $8,328 and $7,572 for the nine months ended September 30, 2023 and 2022, respectively. As of both September 30, 2023 and December 31, 2022, our annualized dividend yield from Credit Fund II was 14.2%.
Below is a summary of Credit Fund II’s portfolio as of September 30, 20172023 and December 31, 2016:2022:
As of
 September 30, 2023December 31, 2022
Senior secured loans(1)
$249,300 $253,310 
Weighted average yields of senior secured loans based on amortized cost(2)
12.0 %11.1 %
Weighted average yields of senior secured loans based on fair value(2)
12.2 %11.3 %
Number of portfolio companies in Credit Fund II35 35 
Average amount per portfolio company(1)
$7,123 $7,237 
Number of loans on non-accrual status1 — 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates(3)(4)
97.9 %97.9 %
Percentage of portfolio at fixed interest rates(4)
2.1 %2.1 %
Fair value of loans with PIK provisions$2,663 $10,787 
Percentage of portfolio with PIK provisions(4)
1.1 %4.4 %
 As of September 30, 2017 As of December 31, 2016
Senior secured loans (1)
$827,857
 $439,086
Weighted average yields of senior secured loans based on amortized cost (2)
6.63% 6.47%
Weighted average yields of senior secured loans based on fair value (2)
6.60% 6.41%
Number of portfolio companies in Credit Fund47
 28
Average amount per portfolio company (1)
$17,614
 $15,682
(1)At par/principal amount.
(1)At par/principal amount.
(2)
(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.


Consolidated Schedule of Investments as of September 30, 2017 (unaudited)
Investments (1)
Industry Interest Rate Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)           
Acrisure, LLC (2) (3) (4)
Banking, Finance, Insurance & Real Estate L + 5.00% (1.00% Floor) 11/22/2023 $19,900
 $19,855
 $20,099
Advanced Instruments, LLC (2) (3) (4) (7) (10) (11)
Healthcare & Pharmaceuticals L + 5.25% (1.00% Floor) 10/31/2022 11,940
 11,818
 11,904
Alpha Packaging Holdings, Inc. (2) (3) (4) (7) (10)
Containers, Packaging & Glass L + 4.25% (1.00% Floor) 5/12/2020 15,288
 15,236
 15,289
AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity L + 4.75% (1.00% Floor) 10/31/2022 29,775
 29,530
 29,647
AMS Finco, S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (11)
Business Services L + 5.50% (1.00% Floor) 5/26/2024 24,938
 24,700
 25,012
Anaren, Inc. (2) (3) (4)
Telecommunications L + 4.50% (1.00% Floor) 2/18/2021 10,065
 10,040
 10,065
AQA Acquisition Holding, Inc. (2) (3) (4) (7) (10)
High Tech Industries L + 4.50% (1.00% Floor) 5/24/2023 27,472
 27,346
 27,469
Borchers, Inc. (2) (3) (4) (7) (10)
Chemicals, Plastics & Rubber L + 4.75% (1.00% Floor) 1/13/2024 8,024
 7,982
 8,024
Brooks Equipment Company, LLC (2) (3) (4)
Construction & Building L + 5.00% (1.00% Floor) 8/29/2020 7,196
 7,180
 7,195
Datapipe, Inc. (2) (3) (4)
Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,675
 9,618
 9,675
DBI Holding LLC (2) (3) (4) (11)
Transportation: Cargo

 L + 5.25% (1.00% Floor) 8/1/2021 19,850
 19,697
 19,832
DecoPac, Inc. (2) (3) (4) (7) (10)
Non-durable Consumer Goods L + 4.25% (1.00% Floor) 9/29/2024 13,286
 13,136
 13,218
Dent Wizard International Corporation (2) (3) (4) (11)
Automotive L + 4.75% (1.00% Floor) 4/7/2020 24,564
 24,431
 24,530
DTI Holdco, Inc. (2) (3) (4)
High Tech Industries L + 5.25% (1.00% Floor) 9/30/2023 19,800
 19,619
 19,008
EAG, Inc. (2) (3) (4) (11)
Business Services L + 4.25% (1.00% Floor) 7/28/2018 8,231
 8,252
 8,231
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8) (11)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 22,740
 22,178
 22,374
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9) (11)
Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 1,500
 1,461
 1,480
Empower Payments Acquisitions, Inc. (2) (3) (4)
Media: Advertising, Printing & Publishing L + 5.50% (1.00% Floor) 11/30/2023 17,369
 17,050
 17,369
FCX Holdings Corp. (2) (3) (4) (11)
Capital Equipment L + 4.50% (1.00% Floor) 8/4/2020 9,620
 9,578
 9,620
Golden West Packaging Group LLC (2) (3) (4) (11)
Containers, Packaging & Glass L + 5.25% (1.00% Floor) 6/20/2023 20,948
 20,754
 20,839
J.S. Held LLC (2) (3) (4) (7) (10)
Banking, Finance, Insurance & Real Estate L + 5.50% (1.00% Floor) 9/27/2023 18,249
 18,057
 18,121
Jensen Hughes, Inc. (2) (3) (4) (7) (10) (12)
Utilities: Electric L + 5.00% (1.00% Floor) 12/4/2021 20,682
 20,491
 20,682
Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate L + 5.25% (1.00% Floor) 6/24/2022 19,750
 19,514
 19,630
MSHC, Inc. (2) (3) (4)
Construction & Building L + 4.25% (1.00% Floor) 7/31/2023 10,000
 9,956
 9,990
North American Dental Management, LLC (2) (3) (4) (7) (10)
Healthcare & Pharmaceuticals L + 4.75% (1.00% Floor) 7/7/2023 16,869
 16,299
 16,574
PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive L + 4.75% (1.00% Floor) 12/30/2022 9,875
 9,817
 9,875
Paradigm Acquisition Corp. (2) (3) (4)
Business Services L + 5.00% (1.00% Floor) 6/2/2022 11,909
 11,820
 11,909
Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4) (11)
Capital Equipment L + 5.00% (1.00% Floor) 5/27/2022 20,280
 20,181
 20,278
Premier Senior Marketing, LLC (2) (3) (4) (11)
Banking, Finance, Insurance & Real Estate L + 5.00% (1.00% Floor) 7/1/2022 8,722
 8,680
 8,665
PSI Services LLC (2) (3) (4) (7) (10) (11)
Business Services L + 5.00% (1.00% Floor) 1/19/2023 30,828
 30,278
 30,238


Consolidated Schedule of Investments as of September 30, 2017 (unaudited)
Investments (1)
Industry Interest Rate Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)           
Q Holding Company (2) (3) (4)
Automotive L + 5.00% (1.00% Floor) 12/18/2021 17,322
 17,233
 17,322
QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 10,400
 9,777
 9,994
Restaurant Technologies, Inc. (2) (3) (4)
Retail L + 4.75% (1.00% Floor) 11/23/2022 17,412
 17,275
 17,226
Sovos Brands Intermediate, Inc. (2) (3) (4) (7) (10)
Beverage, Food & Tobacco L + 4.50% (1.00% Floor) 7/18/2024 21,622
 21,513
 21,619
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (4)
Sovereign & Public Finance L + 4.25% (1.00% Floor) 2/1/2024 3,980
 3,964
 3,980
Surgical Information Systems, LLC (2) (3) (4) (9) (11)
High Tech Industries L + 5.00% (1.00% Floor) 4/24/2023 30,000
 29,718
 29,991
Systems Maintenance Services Holding, Inc. (2) (3) (4) (11)
High Tech Industries L + 5.00% (1.00% Floor) 10/30/2023 24,316
 24,155
 24,076
T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 2,680
 2,621
 2,656
T2 Systems, Inc. (2) (3) (4) (7) (10)
Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 15,967
 15,600
 15,818
Teaching Strategies, LLC (2) (3) (4) (7) (10) (11)
Media: Advertising, Printing & Publishing L + 4.75% (1.00% Floor) 2/27/2023 18,009
 17,840
 17,936
The Original Cakerie, Ltd. (Canada) (2) (3) (4) (7) (10)
Beverage, Food & Tobacco L + 5.00% (1.00% Floor) 7/20/2021 6,957
 6,892
 6,957
The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco L + 5.50% (1.00% Floor) 7/20/2021 3,594
 3,580
 3,594
U.S. Acute Care Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals L + 5.00% (1.00% Floor) 5/15/2021 32,111
 31,874
 31,723
U.S. TelePacific Holdings Corp. (2) (3) (4) (11)
Telecommunications L + 5.00% (1.00% Floor) 5/2/2023 29,925
 29,632
 29,177
Valicor Environmental Services, LLC (2) (3) (4) (7) (10) (11)
Environmental Industries L + 5.00% (1.00% Floor) 6/1/2023 19,977
 19,492
 19,692
Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber P + 3.50% 2/5/2021 22,218
 22,142
 22,218
WIRB - Copernicus Group, Inc. (2) (3) (4)
Healthcare & Pharmaceuticals L + 5.00% (1.00% Floor) 8/12/2022 14,875
 14,806
 14,875
WRE Holding Corp. (2) (3) (4) (7) (10)
Environmental Industries L + 4.75% (1.00% Floor) 1/3/2023 5,028
 4,936
 4,976
Zest Holdings, LLC (2) (3) (4) (11)
Durable Consumer Goods L + 4.25% (1.00% Floor) 8/16/2023 21,500
 21,448
 21,657
Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries L + 5.00% (1.00% Floor) 11/17/2022 17,369
 17,207
 17,529
First Lien Debt Total        816,259
 819,858
Second Lien Debt (0.40% of fair value)           
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (7)
Sovereign & Public Finance L + 8.50% (1.00% Floor) 1/31/2025 $200
 $198
 $203
Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber P + 7.75% 2/5/2022 2,000
 1,968
 2,000
Zywave, Inc. (2) (3) (4)
High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 1,050
 1,036
 1,068
Second Lien Debt Total        $3,202
 $3,271
Total Investments        $819,461
 $823,129
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2017, the geographical composition of investments as a percentage of fair value was 1.28% in Canada, 3.04% in the United Kingdom, and 95.68% in the United States.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate (“P”)), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of September 30, 2017. As of September 30, 2017, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.34%, except for those loans as indicated in Note 11 below, and the U.S. Prime Rate loan was indexed at 4.25%.
(3)Loan includes interest rate floor feature.


(4)Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in “—Critical Accounting Policies—Fair Value Measurements.”
(7)Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.98%) and Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)As of September 30, 2017, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
Advanced Instruments, LLC Revolver 0.50% $1,333
 $(4)
Alpha Packaging Holdings, Inc. Delayed Draw 1.00% 1,780
 —
AQA Acquisition Holding, Inc. Revolver 0.50% 2,459
 —
Borchers, Inc. Revolver 0.50% 1,935
 —
DecoPac, Inc. Revolver 0.50% 1,714
 (8)
Jensen Hughes, Inc. Delayed Draw 1.00% 1,461
 —
Jensen Hughes, Inc. Revolver 0.50% 2,000
 —
J.S. Held LLC Delayed Draw 0.50% 2,253
 (14)
North American Dental Management, LLC Delayed Draw 1.00% 10,101
 (99)
North American Dental Management, LLC Revolver 0.50% 3,030
 (30)
PSI Services LLC Revolver 0.50% 226
 (4)
QW Holding Corporation (Quala) Delayed Draw 1.00% 7,515
 (134)
QW Holding Corporation (Quala) Revolver 0.50% 4,948
 (88)
Sovos Brands Intermediate, Inc. Revolver 0.50% 3,378
 —
T2 Systems, Inc. Revolver 0.50% 1,173
 (10)
Teaching Strategies, LLC Revolver 0.50% 1,900
 (7)
The Original Cakerie, Ltd. (Canada) Revolver 0.50% 1,665
 —
Valicor Environmental Services, LLC Delayed Draw 1.00% 5,825
 (55)
Valicor Environmental Services, LLC
 Revolver 0.50% 4,197
 (40)
WRE Holding Corp. Delayed Draw 1.00% 4,125
 (21)
WRE Holding Corp. Revolver 0.50% 823
 (4)
Zywave, Inc. Revolver 0.50% 1,500
 13
Total unfunded commitments     $65,341
 $(505)
(11)As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(12)As of September 30, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.51%.


Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
 Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)            
AM Conservation Holding Corporation (2) (3) (4)
 Energy: Electricity L + 4.75% (1.00% Floor) 10/31/2022 $30,000
 $29,721
 $29,925
Datapipe, Inc. (2) (3) (4) (11)
 Telecommunications L + 4.75% (1.00% Floor) 3/15/2019 9,750
 9,654
 9,764
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (4) (11)
 Construction & Building L + 4.50% (1.00% Floor) 4/4/2023 19,850
 19,580
 19,723
Diversitech Corporation (2) (4) (10) (11)
 Capital Equipment P + 3.50% 11/19/2021 14,803
 14,617
 14,803
DTI Holdco, Inc. (2) (3) (4) (7)
 High Tech Industries L + 5.25% (1.00% Floor) 9/30/2023 19,950
 19,751
 19,651
DYK Prime Acquisition LLC (2) (3) (4)
 Chemicals, Plastics & Rubber L + 4.75% (1.00% Floor) 4/1/2022 5,775
 5,735
 5,775
EAG, Inc. (2) (3) (4) (11)
 Business Services L + 4.25% (1.00% Floor) 7/28/2018 8,713
 8,686
 8,720
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8)
 Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 22,971
 22,323
 22,509
EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9)
 Telecommunications L + 6.25% (1.00% Floor) 6/7/2021 1,500
 1,455
 1,468
Empower Payments Acquisitions, Inc. (2) (3) (7)
 Media: Advertising, Printing & Publishing L + 5.50% (1.00% Floor) 11/30/2023 17,500
 17,154
 17,279
Generation Brands Holdings, Inc. (2) (3) (4)
 Durable Consumer Goods L + 5.00% (1.00% Floor) 6/10/2022 19,900
 19,712
 20,099
Jensen Hughes, Inc. (2) (3) (4) (10)
 Utilities: Electric L + 5.00% (1.00% Floor) 12/4/2021 20,409
 20,188
 20,327
Kestra Financial, Inc. (2) (3) (4)
 Banking, Finance, Insurance & Real Estate L + 5.25% (1.00% Floor) 6/24/2022 19,900
 19,632
 19,814
MSHC, Inc. (2) (3) (4) (10)
 Construction & Building L + 5.00% (1.00% Floor) 7/19/2021 13,177
 13,062
 13,003
PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
 Automotive L + 4.75% (1.00% Floor) 12/30/2022 9,950
 9,886
 9,950
Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4)
 Capital Equipment L + 5.00% (1.00% Floor) 5/27/2022 11,941
 11,844
 11,941
Q Holding Company (2) (3) (4)
 Automotive L + 5.00% (1.00% Floor) 12/18/2021 13,964
 13,828
 13,941
QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
 Environmental Industries L + 6.75% (1.00% Floor) 8/31/2022 8,975
 8,413
 9,030
RelaDyne Inc. (2) (3) (4) (10)
 Wholesale L + 5.25% (1.00% Floor) 7/22/2022 23,514
 23,117
 23,443
Restaurant Technologies, Inc. (2) (3) (4)
 Retail L + 4.75% (1.00% Floor) 11/23/2022 14,000
 13,871
 13,969
Systems Maintenance Services Holding, Inc. (2) (3) (4)
 High Tech Industries L + 5.00% (1.00% Floor) 10/30/2023 12,000
 11,885
 12,001
T2 Systems Canada, Inc. (2) (3) (4) (11)
 Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 2,700
 2,635
 2,727
T2 Systems, Inc. (2) (3) (4) (10) (11)
 Transportation: Consumer L + 6.75% (1.00% Floor) 9/28/2022 15,300
 14,888
 15,473
The Original Cakerie, Ltd. (Canada) (2) (3) (4) (10)
 Beverage, Food & Tobacco L + 5.00% (1.00% Floor) 7/20/2021 7,009
 6,946
 7,009
The Original Cakerie, Co. (Canada) (2) (3) (4)
 Beverage, Food & Tobacco L + 5.50% (1.00% Floor) 7/20/2021 3,621
 3,591
 3,621
U.S. Acute Care Solutions, LLC (2) (3) (4)
 Health & Pharmaceuticals L + 5.00% (1.00% Floor) 5/15/2021 26,400
 26,154
 26,336
U.S. Anesthesia Partners, Inc. (2) (3) (4)
 Health & Pharmaceuticals L + 5.00% (1.00% Floor) 12/31/2019 10,374
 10,275
 10,362
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
 Chemicals, Plastics & Rubber L + 4.50% (1.00% Floor) 2/5/2021 17,910
 17,786
 17,903
WIRB—Copernicus Group, Inc. (2) (3) (4)
 Health & Pharmaceuticals L + 5.00% (1.00% Floor) 8/12/2022 7,980
 7,916
 8,050
Zest Holdings, LLC (2) (3) (4)
 Durable Consumer Goods L + 4.75% (1.00% Floor) 8/16/2020 8,700
 8,658
 8,749


Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
 Industry 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)            
Zywave, Inc. (2) (3) (4) (7) (10)
 High Tech Industries L + 5.00% (1.00% Floor) 11/17/2022 $17,500
 $17,315
 $17,434
First Lien Debt Total         $430,278
 $434,799
Second Lien Debt (0.69% of fair value)            
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
 Chemicals, Plastics & Rubber L + 8.75% (1.00% Floor) 2/5/2022 $2,000
 $1,960
 $1,987
Zywave, Inc. (2) (3) (4)
 High Tech Industries L + 9.00% (1.00% Floor) 11/17/2023 1,050
 1,034
 1,043
Second Lien Debt Total         $2,994
 $3,030
Total Investments         $433,272
 $437,829
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2016, the geographical composition of investments as a percentage of fair value was 2.43% in Canada and 97.57% in the United States.
(2)Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate (“P”)), which generally resets quarterly. For each such loan, Credit Fund has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of Credit Fund’s LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 11 below, and the U.S. Prime Rate loan was indexed at 3.75%.
(3)Loan includes interest rate floor feature.
(4)Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, which is substantially similar to the valuation policy of the Company provided in “—Critical Accounting Policies—Fair Value Measurements.”
(7)Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.84%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)As of December 31, 2016, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


First Lien Debt—unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
Diversitech Corporation Delayed Draw 1.00% $5,000
 $—
Jensen Hughes, Inc. Revolver 0.50% 2,000
 (7)
Jensen Hughes, Inc. Delayed Draw 0.50% 1,461
 (5)
MSHC, Inc. Delayed Draw 1.50% 1,790
 (21)
QW Holding Corporation (Quala) Revolver 1.00% 5,086
 14
QW Holding Corporation (Quala) Delayed Draw 1.00% 5,918
 17
RelaDyne Inc. Revolver 0.50% 2,162
 (6)
RelaDyne Inc. Delayed Draw 0.50% 1,824
 (5)
T2 Systems, Inc. Revolver 1.00% 1,955
 20
The Original Cakerie, Ltd. (Canada) Revolver 0.50% 1,665
 —
Zywave, Inc. Revolver 0.50% 1,500
 (5)
Total unfunded commitments     $30,361
 $2
(11)As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
Below is certain summarized consolidated financial information for Credit Fund as of September 30, 20172023 and December 31, 2016, respectively.2022. Weighted average yield on debt at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above. Effective March 31, 2023, weighted average yields exclude investments placed on non-accrual status. Prior periods were conformed to the current presentation.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.

At times, the Company will engage in purchase and sale transactions with Credit Fund commenced operations in May 2016.
  September 30, 2017 December 31, 2016
  (unaudited)  
Selected Consolidated Balance Sheet Information    
ASSETS    
Investments, at fair value (amortized cost of $819,461 and $433,272, respectively) $823,129
 $437,829
Cash and other assets 21,868
 11,326
Total assets $844,997
 $449,155
LIABILITIES AND MEMBERS’ EQUITY    
Secured borrowings $566,061
 $248,540
Mezzanine loans 112,300
 62,384
Other liabilities 14,141
 63,684
Subordinated loans and members’ equity 152,495
 74,547
Liabilities and members’ equity $844,997
 $449,155
  For the three month periods ended For the nine month periods ended
  September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
  (unaudited) (unaudited) (unaudited) (unaudited)
Selected Consolidated Statement of Operations Information:        
Total investment income $14,914
 $3,642
 $33,802
 $3,658
Expenses        
Interest and credit facility expenses 8,809
 1,798
 21,204
 1,836
Other expenses 356
 496
 1,041
 883
Total expenses 9,165
 2,294
 22,245
 2,719
Net investment income (loss) 5,749
 1,348
 11,557
 939
Net realized gain (loss) on investments —
 41
 —
 41
Net change in unrealized appreciation (depreciation) on investments (2,076) 3,798
 (889) 3,634
Net increase (decrease) resulting from operations $3,673
 $5,187
 $10,668
 $4,614
Debt
II, as detailed below. See Note 6, Middle Market Credit Fund FacilityII, LLC, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
On June 24, 2016, Credit Fund entered into the Credit Fund Facility with us pursuant to which Credit Fund may from time to time request mezzanine loans from us, which was subsequently amended on June 5, 2017. The maximum principal amount of the Credit Fund Facility is $125,000. The maturity date of the Credit Fund Facility is June 24, 2018. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
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Three months ended September 30,Nine months ended September 30,
2023202220232022
Number of investments purchased1 — 1 — 
Cost of investments purchased$6,581 $— $6,581 $— 
Number of investments sold5 5 10 9 
Proceeds from investments$24,601 $27,429 $45,190 $59,222 
Realized gain (loss) from investments$140 $(421)$(33)$(842)


During the three month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $7,600 and $53,200, respectively, and repayments of $8,400 and $22,400, respectively, under the Credit Fund Facility. During the nine month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $91,760 and $54,200, respectively, and repayments of $41,844 and $22,400, respectively, under the Credit Fund Facility. As of September 30, 2017 and December 31, 2016, there were $112,300 and $62,384 in mezzanine loans outstanding, respectively.
Credit Fund Sub Facility
On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2023. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.50%.
During the three month periods ended September 30, 2017 and 2016, there were secured borrowings of $59,900 and $187,225, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. During the nine month periods ended September 30, 2017 and 2016, there were secured borrowings of $357,305 and $206,075, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. As of September 30, 2017 and December 31, 2016, there was $566,061 and $248,540 in secured borrowings outstanding, respectively.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Facilities,Credit Facility, as well asdefined below, the issuance of debt, and through securitization of a portion of our existing investments. The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, repurchases of our common stock and for other general corporate purposes. We believe our current cash position, available capacity on our revolving credit facilities – which is well in excess of our unfunded commitments – and net cash provided by operating activities will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs which may arise at our portfolio companies.
The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016Senior Notes, and May 26, 2017. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $400,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility imposes financial and operating covenants on us and the SPV that restrict our and its business activities. Continued compliance with these covenants will depend on many factors, some of which are beyond our control.2015-1R Notes
We closed onOn March 21, 2014, we closed on the Credit Facility, which was subsequentlya senior secured revolving credit facility (the “Credit Facility”), as amended on January 8, 2015, May 25, 2016 and March 22, 2017.from time to time. The maximum principal amount of the Credit Facility is $383,000,$790,000, ($745,000 prior to the August 31, 2023 amendment, and $688,000 prior to April 21, 2023) pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $550,000$1,185,000 ($900,000 prior to the August 31, 2023 amendment) through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $20,000$50,000 limit for swingline loans and a $5,000$20,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.
AlthoughOn December 30, 2019, we believe thatclosed a private offering of $115.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes due December 31, 2024 (the “2019 Notes”). On December 11, 2020, we and the SPV will remain in compliance, there are no assurances that we or the SPV will continue to complyissued an additional $75.0 million aggregate principal amount of senior unsecured notes due December 31, 2024 (the “2020 Notes,” together with the covenants2019 Notes, the “Senior Notes”). The 2020 Notes bear interest at an interest rate of 4.50%. We paid an affiliate of Carlyle a fee of $562 for underwriting services rendered in connection with the issuance of the 2020 Notes in the Credit Facility and SPV Credit Facility, as applicable. Failureamount of 0.75% of the aggregate principal amount of the 2020 Notes. The interest rates of the Senior Notes are subject to comply with these covenants could result in a default underincrease (up to an additional 1.00% over the Credit Facility and/or the SPV Credit Facility that, if we or the SPV were unable to obtain a waiver from the applicable lenders, could resultstated rate of such notes) in the immediate accelerationevent, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Senior Notes are general unsecured obligations of the amounts due underCompany that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Credit Facility and/or the SPV Credit Facility, and thereby have a material adverse impact on our business, financial condition and results of operations.


Company. For more information on the SPV Credit Facility and the Credit Facility,Senior Notes, see Note 67, Borrowings, to the unaudited consolidated financial statements included in Part II, Item 8 of this Quarterly Report on Form 10-Q.
The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders and for other general corporate purposes.
On June 26, 2015, we completed a $400 million term debt securitizationthe 2015-1 Debt Securitization, which was refinanced on August 30, 2018 (the “2015-1 Debt Securitization”Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The notes offered in the Debt Securitization (the “2015-1 Notes”)2015-1R Notes were issued by Carlyle GMS Finance MMDirect Lending CLO 2015-12015-1R LLC (the “2015-1 Issuer”), a wholly-ownedwholly owned and consolidated subsidiary of us, andus. The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.
91

On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The 2015-1 Debt Securitization was executed through a private placementamendment is effective at the commencement of the 2015-1next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
The 2015-1R Notes consisting of $160 million of Aaa/consist of:
(a) $234,800 AAA Class A-1AA-1-1-R Notes, which bear interest at the three-month London Interbank Offered Rate (“LIBOR”)SOFR plus 1.85%a Term SOFR adjustment and 1.55%; $40 million of Aaa/
(b) $50,000 AAA Class A-1BA-1-2-R Notes, which bear interest at the three-month LIBORSOFR plus 1.75% for the first 24 monthsa Term SOFR adjustment and the three-month LIBOR plus 2.05%1.78% thereafter; $27 million of Aaa/
(c) $25,000 AAA Class A-1CA-1-3-R Notes, which bear interest at 3.75%4.56%; and $46 million of Aa2
(d) $66,000 Class A-2A-2-R Notes, which bear interest at the three-month LIBORSOFR plus 2.70%a Term SOFR adjustment and 2.20%;
(e) $46,400 single-A Class B Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 3.15%;
(f) $27,000 BBB- Class C Notes, which bear interest at the three-month SOFR plus a Term SOFR adjustment and 4.00%.
The 2015-1 Notes were issued at par and are scheduled to mature on July 15, 2027. WeCompany received 100% of the $125,900 in nominal value of the non-interest bearing preferred interests (the “Preferred Interests”) issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for ourthe Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. TheFollowing the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer Preferred Interests do not bear interestwere reduced by approximately $21,375 to approximately $104,525.
The 2015-1R Notes have a reinvestment period end date and had a nominal valuematurity date of $125.9 million at closing.October 15, 2023 and October 15, 2031, respectively. In connection with the contribution,initial financing, we have made customary representations, warranties and covenants to the 2015-1 Issuer. The Class A-1A,A-1-1-R, Class A-1BA-1-2-R, Class A-1-3-R, Class A-2-R, Class B and Class A-1C and Class A-2C Notes are included in the unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q. The 2015-1 Issuer Preferred Interests were eliminated in consolidation. For more information on the 2015-12015-1R Notes, see Note 7, Borrowing, to the unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
As of September 30, 20172023 and December 31, 2016, the Company2022, we had $35,149$55,218 and $38,489,$30,506, respectively, in cash, cash equivalents and cash equivalents.restricted cash. The FacilitiesCredit Facility consisted of the following as of September 30, 20172023 and December 31, 2016:2022:
 Total FacilityBorrowings Outstanding
Unused 
Portion(1)
Amount Available(2)
September 30, 2023$790,000 $366,256 $423,744 $337,573 
December 31, 2022$688,000 $440,441 $247,559 $247,559 
 September 30, 2017
 Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$400,000
 $329,769
 $70,231
 $2,664
Credit Facility383,000
 249,000
 134,000
 134,000
Total$783,000
 $578,769
 $204,231
 $136,664
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
 December 31, 2016
 Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$400,000
 $252,885
 $147,115
 $5,988
Credit Facility220,000
 169,000
 51,000
 51,000
Total$620,000
 $421,885
 $198,115
 $56,988
(1)The unused portion is the amount upon which commitment fees are based.
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.


The following were the carrying values (before debt issuance costs) and fair values of the Company’s 2015-12015-1R Notes and Senior Notes as of September 30, 20172023 and December 31, 2016:2022:
92

 September 30, 2017 December 31, 2016
 Carrying Value Fair Value Carrying Value Fair Value
Aaa/AAA Class A-1A Notes$160,000
 $160,030
 $160,000
 $160,072
Aaa/AAA Class A-1B Notes40,000
 40,009
 40,000
 39,960
Aaa/AAA Class A-1C Notes27,000
 27,009
 27,000
 26,951
Aa2 Class A-2 Notes46,000
 46,008
 46,000
 45,784
Total$273,000
 $273,056

$273,000
 $272,767

 September 30, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $233,016 $234,800 $232,170 
Aaa/AAA Class A-1-2-R Notes50,000 49,770 50,000 49,655 
Aaa/AAA Class A-1-3-R Notes25,000 23,938 25,000 24,013 
AA Class A-2-R Notes66,000 65,340 66,000 63,802 
A Class B Notes46,400 45,078 46,400 44,465 
BBB- Class C Notes27,000 26,393 27,000 25,920 
2019 Notes115,000 102,849 115,000 105,496 
2020 Notes75,000 67,731 75,000 69,180 
Total$639,200 $614,115 $639,200 $614,701 
As of September 30, 2017,2023 and December 31, 2022, we had a combined $851,769$1,005,456 and $1,079,641, respectively, of outstanding consolidated indebtedness under our Facilitiesthe Credit Facility, the 2015-1R Notes and 2015-1the Senior Notes. Our annualized interest cost as of September 30, 2017,2023 and December 31, 2022, was 3.37%6.82% and 5.78%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). For the three months ended September 30, 2023 and 2022, we incurred $18,222 and $11,937, respectively, of interest expense and credit facility fees. For the nine months ended September 30, 2023 and 2022, we incurred $53,376 and $28,723, respectively, of interest expense and credit facility fees.


Our Credit Facility, the Senior Notes and the 2015-1R Notes impose financial and operating covenants that restrict our business activities, and provide for remedies on default and similar matters. As of September 30, 2023, we were in material compliance with the operating and financial covenants of our Credit Facility, the Senior Notes and the 2015-1R Notes. Although we believe we will continue to be in material compliance, we cannot assure you that we will continue to comply with the covenants in our Credit Facility, the Senior Notes and the 2015-1R Notes. Failure to comply with these covenants could result in a default. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness, which may result in cross-acceleration of other indebtedness, and thereby have a material adverse effect on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.
Equity Activity
On June 9, 2017, in connection with the NFIC Acquisition, the Company issued 434,233 shares of common stock valued at approximately $8,046. See Note 13 to the consolidated financial statements in Part II, Item 8 of this Form 10-Q for additional information regarding the NFIC Acquisition.
On June 19, 2017, we closed our IPO, issuing 9,454,200 shares of our common stock (includingCommon shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017. Upon the completion of the IPO, uncalled capital commitments payable to the Company by the Company’s pre-IPO investors were automatically reduced to zero.
Shares issuedand outstanding as of September 30, 20172023 and December 31, 20162022 were 61,859,84850,794,941 and 41,702,318,51,060,136, respectively.
The following table summarizes activity in the number of shares of our common stock outstanding during the nine month periodsmonths ended September 30, 20172023 and 2016:2022:
 Nine months ended September 30,
 20232022
Common shares outstanding, beginning of period51,060,136 53,142,454 
Repurchase of common stock(1)
(265,195)(1,525,682)
Common shares outstanding, end of period50,794,941 51,616,772 
(1)See Note 9, Net Assets, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company Stock Repurchase Program.

On May 5, 2020, we issued and sold 2,000,000 shares of Preferred Stock, par value $0.01, to an affiliate of Carlyle in a private placement at a price of $25 per share. Shares of Preferred Stock issued and outstanding were 2,000,000 as of both September 30, 2023 and December 31, 2022.
Dividends and Distributions
The following table summarizes our updates to our dividend policy. Our dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
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 For the nine month periods ended
 September 30, 2017 September 30, 2016
Shares outstanding, beginning of period41,702,318
 31,524,083
Common stock issued20,146,560
 8,256,770
Reinvestment of dividends10,970
 10,629
Shares outstanding, end of period61,859,848
 39,791,482
Record DateBase Dividend Per Share
September 30, 2020$0.32 
September 30, 2022$0.34 
December 30, 2022$0.36 
March 31, 2023$0.37 
Contractual ObligationsThe following table summarizes our dividends declared per share of common stock during the two most recent fiscal years and the current fiscal year to-date:
A summary
Date DeclaredRecord DatePayment Date
Per Share Amount(1)
2021
February 22, 2021March 31, 2021April 16, 2021$0.37 
May 3, 2021June 30, 2021July 15, 2021$0.36 
August 2, 2021September 30, 2021October 15, 2021$0.38 
November 1, 2021December 31, 2021January 14, 2022$0.39 
Total$1.50 
2022
February 18, 2022March 31, 2022April 15, 2022$0.40 
May 2, 2022June 30, 2022July 15, 2022$0.40 
August 8, 2022September 30, 2022October 14, 2022$0.40 
October 31, 2022December 30, 2022January 16, 2023$0.44 
Total$1.64 
2023
February 21, 2023March 31, 2023April 14, 2023$0.44 
May 4, 2023June 30, 2023July 18, 2023$0.44 
August 3, 2023September 29, 2023October 17, 2023$0.44 
Total$1.32 
(1)Per Share Amount includes the base dividend and a special/supplemental dividend. For more information on the base dividend and special/supplemental dividend, see Note 9, Net Assets, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends on our significant contractual payment obligations wasPreferred Stock are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at our option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock.
The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as followsset forth in the Company's articles supplementary (the “Articles Supplementary”). The conversion price as of September 30, 20172023 was $9.15. Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, has the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and December 31, 2016:may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Articles Supplementary).
94

  SPV Credit Facility and Credit Facility 2015-1 Notes
Payment Due by Period September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Less than 1 Year $—
 $—
 $—
 $—
1-3 Years —
 —
 —
 —
3-5 Years 578,769
 421,885
 —
 —
More than 5 Years —
 —
 273,000
 273,000
Total $578,769
 $421,885
 $273,000
 $273,000
The following table summarizes the Company’s dividends declared on the Preferred Stock during the two most recent fiscal years and the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
As of September 30, 2017 and December 31, 2016, $329,769 and $252,885, respectively, of secured borrowings were outstanding under the SPV Credit Facility, $249,000 and $169,000, respectively, were outstanding under the Credit Facility and $273,000 of 2015-1 Notes were outstanding. For the three month and nine month periods ended September 30, 2017, we incurred $5,922 and $16,694, respectively, of interest expense and $309 and $925, respectively, of unused commitment fees. For the three month and nine month periods ended September 30, 2016, we incurred $4,051 and $11,475, respectively, of interest expense and $351 and $1,034, respectively, of unused commitment fees.
Date DeclaredRecord DatePayment DatePer Share Amount
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
June 30, 2021June 30, 2021June 30, 2021$0.438 
September 30, 2021September 30, 2021September 30, 2021$0.438 
December 29, 2021December 31, 2021December 31, 2021$0.438 
Total$1.752 
2022
March 25, 2022March 31, 2022March 31, 2022$0.438 
June 27, 2022June 30, 2022June 30, 2022$0.438 
September 22, 2022September 30, 2022September 30, 2022$0.438 
December 16, 2022December 30, 2022December 30, 2022$0.438 
Total$1.752 
2023
March 23, 2023March 31, 2023March 31, 2023$0.438 
June 27, 2023June 30, 2023June 30, 2023$0.438 
September 19, 2023September 29, 2023September 29, 2023$0.438 
Total$1.314 
OFF BALANCE SHEET ARRANGEMENTS
In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of September 30, 20172023 and December 31, 2016 included2022 in Part I, Item 1 of this Form 10-Q for any such exposure.
We have in the past, currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.
We had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:September 30, 2023 and December 31, 2022:


Principal Amount as of Par / Principal Amount as of
September 30, 2017 December 31, 2016 September 30, 2023December 31, 2022
Unfunded delayed draw commitments$94,140
 $35,704
Unfunded delayed draw commitments$72,421 $83,743 
Unfunded revolving term loan commitments37,683
 24,063
Unfunded revolving commitmentsUnfunded revolving commitments69,247 74,463 
Total unfunded commitments$131,823
 $59,767
Total unfunded commitments$141,668 $158,206 
Pursuant to an undertaking by us in connection with the 2015-1 Debt Securitization, we agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remains outstanding. As of September 30, 2017,2023 and December 31, 2022, we were in compliance with this undertaking.
DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERSASSET COVERAGE
In accordance with the Investment Company Act, a BDC is only allowed to borrow amounts such that its “asset coverage,” as defined in the Investment Company Act, satisfies the minimum asset coverage ratio specified in the Investment Company Act after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the Investment Company Act, divided by total senior
95

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.
Prior to July 5, 2017, we hadMarch 23, 2018, BDCs were required to maintain a minimum asset coverage ratio of 200%. On March 23, 2018, an “opt in” dividend reinvestment plan. Effective on July 5, 2017, we converted our “opt in” dividend reinvestment planamendment to an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, other than those stockholders who have “opted out”Section 61(a) of the plan.Investment Company Act was signed into law to permit BDCs to reduce the minimum asset coverage ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. Under the 200% minimum asset coverage ratio, BDCs are permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, BDCs are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the Investment Company Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.
On April 9, 2018 and June 6, 2018, the Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act), and the stockholders of the Company, respectively, approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the Investment Company Act. As a result, of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional shares. The number of shares to be issuedminimum asset coverage ratio applicable to the stockholder will be determined based on the total dollar amountCompany was reduced from 200% to 150%, effective as of the cash distribution payable, netJune 7, 2018.
As of applicable withholding taxes. We intend to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless we instruct the plan administrator otherwise.
The following table summarizes our dividends declared and payable since inception through September 30, 2017:2023 and December 31, 2022, the Company had total senior securities of $1,055,456 and $1,129,641, respectively, consisting of secured borrowings under the Credit Facility, the Senior Notes, the 2015-1R Notes, and the Preferred Stock, and had asset coverage ratios of 181.14% and 176.79%, respectively.
Date Declared Record Date Payment Date Per Share Amount Total Amount 
Annualized Dividend Yield (1)
March 13, 2014 March 31, 2014 April 14, 2014 $0.19
 $2,449
 4.76%
June 26, 2014 June 30, 2014 July 14, 2014 $0.27
 $3,481
 5.52%
September 12, 2014 September 18, 2014 October 9, 2014 $0.44
 $5,956
 9.23%
December 19, 2014 December 29, 2014 January 26, 2015 $0.35
 $6,276
 8.17%
March 11, 2015 March 13, 2015 April 17, 2015 $0.37
 $7,833
 8.58%
June 24, 2015 June 30, 2015 July 22, 2015 $0.37
 $9,902
 9.03%
September 24, 2015 September 24, 2015 October 22, 2015 $0.42
 $11,670
 8.91%
December 29, 2015 December 29, 2015 January 22, 2016 $0.40
 $12,610
 8.97%
December 29, 2015 December 29, 2015 January 22, 2016 $0.18
(2)$5,674
 4.03%
March 10, 2016 March 14, 2016 April 22, 2016 $0.40
 $13,337
 9.26%
June 8, 2016 June 8, 2016 July 22, 2016 $0.40
 $13,943
 9.23%
September 28, 2016 September 28, 2016 October 24, 2016 $0.40
 $15,917
 9.37%
December 29, 2016 December 29, 2016 January 24, 2017 $0.41
 $17,098
 9.09%
December 29, 2016 December 29, 2016 January 24, 2017 $0.07
(2)$2,919
 1.55%
March 20, 2017 March 20, 2017 April 24, 2017 $0.41
 $17,100
 9.07%
June 20, 2017 June 30, 2017 July 18, 2017 $0.37
 $22,720
 8.22%
August 7, 2017 September 29, 2017 October 18, 2017 $0.37
 $22,888
 7.86%
(1)For dividends declared prior to the IPO, annualized dividend yield is calculated by dividing the declared dividend by the weighted average of the net asset value at the beginning of the quarter and the capital called during the quarter and annualizing over 4 quarterly periods. For dividends declared after the IPO closed on June 19, 2017, annualized dividend


yield is calculated by dividing the declared dividend by the closing market price for the quarter and annualizing over 4 quarterly periods.
(2)Represents a special dividend.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in the economic environment,these estimates and assumptions may have a material effect on our results of operations and financial markets, and any other parameters usedcondition. There have been no material changes in determining such estimates could cause actual results to differ. Ourthe critical accounting policies, includingestimates since those relating to the valuation ofdiscussed in our investment portfolio, are described below. The critical accounting policies should be read in connection with our consolidated financial statements in Part I, Item 1 of this Form 10-Q and in Part II, Item 8 of the Company’s annual reportAnnual Report on Form 10-K for the year ended December 31, 2016.2022.
Fair Value Measurements
The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to US GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
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All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:

the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and


comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificate received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.
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 Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, 2017 and December 31, 2016.
US GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financial instruments included in Level 1 generally include unrestricted securities, including equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. The type of financial instruments in this category generally includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include investments in privately-held entities, collateralized loan obligations (“CLOs”), and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.


Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.
Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.
Investments in structured finance obligations are generally valued using a discounted cash flow and/or consensus pricing.
Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes EBITDA multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.
Investments in Credit Fund’s subordinated loan and member’s interest are valued using the net asset value of the Company’s ownership interest in the funds and investments in Credit Fund’s mezzanine loans are valued using discounted cash flow analysis with expected repayment rate of principal and interest.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in structured finance obligations are discount rates, default rates, prepayment rates, recovery rates and indicative quotes. Significant increases in discount rates, default rates or prepayment rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates in isolation would result in a significantly higher fair value. Significant decreases in indicative quotes in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples would result in a significantly lower fair value measurement.
The carrying values of the secured borrowings and 2015-1 Notes approximate their respective fair values and are categorized as Level 3 within the hierarchy. Secured borrowings are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s secured borrowings are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement. The fair value determination of the Company’s 2015-1 Notes was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
See Note 3 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q for further information on fair value measurements.
Use of Estimates
The preparation of consolidated financial statements in Part I, Item 1 of this Form 10-Q in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of


judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements in Part I, Item 1 of this Form 10-Q. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the Consolidated Statements of Operations in Part I, Item 1 of this Form 10-Q reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Revenue Recognition
Interest from Investments and Realized Gain/Loss on Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations included in Part I, Item 1 of this Form 10-Q.
Interest income from investments in the “equity” class of CLO funds, which we refer to as “structured finance obligations”, is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financials Assets. We monitor the expected cash inflows from our CLO equity investments, including the expected residual payments and the effective yield is determined and updated at least quarterly.
Dividend Income
Dividend income from the investment fund is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.
Other Income
Other income may include income such as consent, waiver, amendment, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the Consolidated Statements of Assets and Liabilities included in Part I, Item 1 of this Form 10-Q.
Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.


Income Taxes
For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.
The SPVs and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company.
Dividends and Distributions to Common Stockholders
To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.
Valuation Risk
Our investments may not have a readily available market price, and we value theseOur Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, values our investments for which market quotations are not readily available in good faith at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. 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 our investments may fluctuate from period to period. BecauseIn addition, because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.
Interest Rate Risk
As of September 30, 2017,2023, on a fair value basis, approximately 1%1.2% of our debt investments bear interest at a fixed rate and approximately 99%98.8% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating LIBOR,SOFR, with many of these investments also having a LIBORreference rate floor. Additionally, our Facilities areCredit Facility is also subject to floating interest rates and areis currently paid based on floating LIBORSOFR rates.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.
The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our settled portfolio of debt investments held as of September 30, 2017 and December 31, 2016, excluding structured finance obligations and Credit Fund.2023. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio, excluding structured finance obligations and our investments in Credit Fund and Credit Fund II, held as of September 30, 2017 and December 31, 2016,2023, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings and 2015-1 Notesnotes payable as of September 30, 2017 and December 31, 20162023 and based on the terms of our FacilitiesCredit Facility and 2015-1 Notes.notes payable. Interest expense on our FacilitiesCredit Facility and 2015-1 Notesnotes payable is calculated using the stated interest rate as of September 30, 2017 and December 31, 2016,2023, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may significantly impact significantly our net interest income.
We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016,2023, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments), excluding structured finance obligationsour investments in Credit Fund and Credit Fund II, and outstanding secured borrowings and 2015-1 Notesnotes payable assuming no changes in our investment and borrowing structure:
 September 30, 2023
Basis Point ChangeInterest IncomeInterest ExpenseNet Investment Income
Up 300 basis points$45,186 $(23,714)$21,472 
Up 200 basis points$30,124 $(15,809)$14,315 
Up 100 basis points$15,062 $(7,905)$7,157 
Down 100 basis points$(15,062)$7,905 $(7,157)
Down 200 basis points$(30,124)$15,809 $(14,315)
Down 300 basis points$(45,161)$23,714 $(21,447)
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 As of September 30, 2017 As of December 31, 2016
Basis Point Change
Interest
Income
 
Interest
Expense
 
Net
Investment
Income
 
Interest
Income
 
Interest
Expense
 
Net
Investment
Income
Up 300 basis points$52,304
 $(24,803) $27,501
 $40,324
 $(20,037) $20,287
Up 200 basis points$34,869
 $(16,535) $18,334
 $26,848
 $(13,358) $13,490
Up 100 basis points$17,435
 $(8,268) $9,167
 $13,372
 $(6,679) $6,693
Down 100 basis points$(5,280) $8,268
 $2,988
 $(132) $6,282
 $6,150
Down 200 basis points$(5,986) $10,554
 $4,568
 $(132) $6,282
 $6,150
Down 300 basis points$(6,308) $10,554
 $4,246
 $(132) $6,282
 $6,150



Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer and Treasurer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer and Treasurer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three month periodmonths ended September 30, 20172023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.
The Company may become party to certain lawsuits in the ordinary course of business. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 11 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors.
Except for asIn addition to the other information set forth below, there have been no material changeswithin this Form 10-Q, consideration should be given to the risk factors previouslyinformation disclosed in“Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2016. For a discussion2022.
Item 2. Unregistered Sales of our potential risksEquity Securities, Use of Proceeds and uncertainties, seeIssuer Purchases of Equity Securities
We did not sell any equity securities during the informationperiod covered in this report that were not registered under the heading “Risk Factors” in our annual report on Form 10-K forSecurities Act of 1933, as amended.
Purchases of Equity Securities by the year ended December 31, 2016 filed with the SEC on March 21, 2017, which is accessible on the SEC’s website at sec.gov.
There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind interest.
OID may arise if we hold securities issued at a discount or in certain other circumstances. OIDIssuer and PIK create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, while the Investment Adviser will be under no obligation to reimburse us for these fees.Affiliated Purchasers
The higher interest rates of OID instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID instruments generally represent a significantly higher credit risk than coupon loans. Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.
OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID income may also create uncertainty about the source of our cash dividends.
For accounting purposes, any cash dividends to stockholders representing OID income are not treated as coming from paid-in capital, even if the cash to pay them comes from the proceeds of issuances of our common stock. As a result, despite the fact that a dividend representing OID income could be paid out of amounts invested by our stockholders, the Investment Company Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.
PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the incentive fees payable to the Investment Adviser. Similarly, all things being equal, the deferral associated with PIK interest also increases the loan-to-value ratio at a compounding rate.
The market pricefollowing table provides information regarding purchases of our common stock may fluctuate significantly.
The market price and liquiditymade by or on behalf of the marketCompany or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 2023 for sharesthe periods indicated.
Period
Total Number of Shares Purchased(1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)(2)
Maximum (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2023 through July 31, 2023— $— — $42,263 
August 1, 2023 through August 31, 2023— — — 42,263 
September 1, 2023 through September 30, 2023— — — 42,263 
Total— — 
(1)On trade date basis.
(2)On November 2, 2023, the Company's Board of our common stock that prevailDirectors approved the continuation of the Company's Stock Repurchase Program until November 5, 2024, or until the date the approved dollar amount has been used to repurchase shares. On August 1, 2022, the Company’s Board of Directors approved to increase the size of the Company’s Stock Repurchase Program by $50 million to $200 million. Pursuant to the program, the Company is authorized to repurchase up to $200 million in the market may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
price and volume fluctuations in the overall stock market from time to time;
the inclusion or exclusion of our stock from certain indices;
changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
any loss of RIC or BDC status;
changes in earnings or perceived changes or variations in operating results;
changes or perceived changes in the value of our portfolio of investments;
changes in accounting guidelines governing valuation of our investments;


any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
the inability of our Investment Adviser to employ additional experienced investment professionals or the departure of any of our Investment Adviser’s key personnel;
short-selling pressure with respect to shares of our common stock or BDCs generally;
future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities;
uncertainty surrounding the strengthaggregate of the U.S. economic recovery and the policies of the new presidential administration;
concerns regarding European sovereign debt;
fluctuations in base interest rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate;
operating performance of companies comparable to us;
general economic trends and other external factors; and
loss of a major funding source.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If ourCompany's outstanding stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.
Purchases of our common stock under the 10b5-1 Plan may result in the price of our common stock being higher than the price that otherwise might exist in the open market.
Certain individuals affiliatedmarket and/or through privately negotiated transactions at prices not to exceed the Company’s net asset value per share as reported in its most recent financial statements, in accordance with Carlyle havethe guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, and may include purchases pursuant to Rule 10b5-1 of the Exchange Act. The program does not require the Company to repurchase any specific number of shares and there can be no assurance as to the amount of shares repurchased under the program. The program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. Pursuant to the authorization described above, the Company adopted a 10b5-1 plan (the “10b5-1“Company 10b5-1 Plan”). The Company 10b5-1 Plan provides that purchases will be conducted on the open market in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject to applicable law, which may prohibit purchases under whichcertain circumstances. The amount of purchases made under the participants will buy up to $15 million in the aggregate of our common stock in the open market during the period beginning July 17, 2017 and ending on the earlier of the date on which the capital committed to theCompany 10b5-1 Plan has been exhausted or June 19, 2018, subject to certain conditions. An affiliate of Morgan Stanley will serve as the plan administrator. The 10b5-1 Plan will require Morgan Stanley, as the plan administrator, to purchase shares of common stock (i) starting on July 17, 2017 and ending when the Company publishes its net asset value per share for the quarter ended June 30, 2017, when the market price per share is $0.01 or more below the IPO offering price of $18.50 per share, and (ii) upon the public announcement of the Company’s net asset value per share for the quarter ended June 30, 2017 and through June 19, 2018, when the market price per share is below the Company’s most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). Whether purchases will be made pursuant to the 10b5-1 Planotherwise and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Upon completion of the IPO, we had 60,966,283 shares of common stock outstanding, excluding 434,233 shares issued in association with the NFIC Acquisition and excluding 5,132 shares issued pursuant to the dividend reinvestment plan. Following the IPO and the expiration of applicable lock-up periods, sales of substantial amounts of our common stock, or the availability of such shares for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.
Our stockholders may experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
Effective on July 5, 2017, we converted our current “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan, pursuant to which all dividends declared in cash payable to stockholders that do not elect to receive their distributions in cash will be automatically reinvested in shares of our common stock, rather than receiving cash. As a result, our stockholders that “opt out” of our dividend reinvestment plan may experience dilution in their ownership percentage of our common stock


over time. See “Dividends and Distributions to Common Stockholders” in Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a description of our dividend policy and obligations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Except as previously reportedThe Company's Stock Repurchase Program was originally approved by the CompanyCompany's Board of Directors on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.November 5, 2018 and announced on November 6, 2018.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not Applicable.During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item
99

408(a) of Regulation S-K).
Item 6. Exhibits.
10.1
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)*
(1) Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on September 20, 2017 (File No. 814-00995)
* Filed herewith



100

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.
 
TCG BDC,CARLYLE SECURED LENDING, INC.
Dated: November 7, 20172023By/s/ Venugopal RathiThomas M. Hennigan
Venugopal Rathi
Thomas M. Hennigan
Chief Financial Officer

(principal financial and accounting officer)

88101