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 March 31, 20202021
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. 814-00995
TCG BDC, INC.
(Exact name of Registrant as specified in its charter)
Maryland 80-0789789
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
520 MadisonOne Vanderbilt Avenue, 40th Floor,Suite 3400, New York, NY 1002210017(212) 813-4900
(Address of principal executive office) (Zip Code)(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.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☐    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x  Accelerated filer o
Non-accelerated filer 
o
  Smaller reporting company o
Emerging growth company 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at May 5, 20203, 2021 was 56,308,616.

54,649,010.


TCG BDC, INC.
INDEX
 
Part I.Financial Information
Item 1.Financial Statements
3
4
5
6
7
3133
Item 2.
6674
Item 3.
96109
Item 4.
96110
Part II.Other Information
Item 1.
97111
Item 1A.
97111
Item 2.
98111
Item 3.
99111
Item 4.
99112
Item 5.
99112
Item 6.
99112
100113

2



TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
ASSETS(unaudited)  ASSETS(unaudited) 
Investments, at fair value   Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $2,007,160 and $1,960,755, respectively)$1,826,422
 $1,897,057
Investments—controlled/affiliated, at fair value (amortized cost of $240,167 and $240,696, respectively)197,855
 226,907
Total investments, at fair value (amortized cost of $2,247,327 and $2,201,451, respectively)2,024,277
 2,123,964
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,575,395 and $1,574,182, respectively)Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,575,395 and $1,574,182, respectively)$1,528,400 $1,509,271 
Investments—non-controlled/affiliated, at fair value (amortized cost of $38,395 and $37,571, respectively)Investments—non-controlled/affiliated, at fair value (amortized cost of $38,395 and $37,571, respectively)27,650 26,180 
Investments—controlled/affiliated, at fair value (amortized cost of $311,202 and $311,213, respectively)Investments—controlled/affiliated, at fair value (amortized cost of $311,202 and $311,213, respectively)285,584 290,298 
Total investments, at fair value (amortized cost of $1,924,992 and $1,922,966, respectively)Total investments, at fair value (amortized cost of $1,924,992 and $1,922,966, respectively)1,841,634 1,825,749 
Cash and cash equivalents65,525
 36,751
Cash and cash equivalents35,493 68,419 
Receivable for investment sold15,655
 6,162
Receivable for investment sold/repaidReceivable for investment sold/repaid1,192 4,313 
Deferred financing costs4,026
 4,032
Deferred financing costs3,502 3,633 
Interest receivable from non-controlled/non-affiliated investments10,406
 9,462
Interest receivable from non-controlled/non-affiliated investments12,948 12,634 
Interest receivable from non-controlled/affiliated investmentsInterest receivable from non-controlled/affiliated investments580 569 
Interest and dividend receivable from controlled/affiliated investments6,350
 6,845
Interest and dividend receivable from controlled/affiliated investments7,925 6,480 
Prepaid expenses and other assets587
 317
Prepaid expenses and other assets813 816 
Total assets$2,126,826
 $2,187,533
Total assets$1,904,087 $1,922,613 
LIABILITIES   LIABILITIES
Secured borrowings (Note 6)$701,609
 $616,543
2015-1 Notes payable, net of unamortized debt issuance costs of $2,849 and $2,911, respectively (Note 7)446,351
 446,289
Senior Notes (Note 7)115,000
 115,000
Secured borrowings (Note 7)Secured borrowings (Note 7)$309,397 $347,949 
2015-1 Notes payable, net of unamortized debt issuance costs of $2,602 and $2,664, respectively (Note 8)2015-1 Notes payable, net of unamortized debt issuance costs of $2,602 and $2,664, respectively (Note 8)446,598 446,536 
Senior Notes, net of unamortized debt issuance costs of $520 and $562, respectively (Note 8)Senior Notes, net of unamortized debt issuance costs of $520 and $562, respectively (Note 8)189,480 189,438 
Payable for investments purchased24,345
 —
Payable for investments purchased12,818 809 
Interest and credit facility fees payable (Notes 6 and 7)6,100
 6,764
Dividend payable (Note 9)20,824
 31,760
Interest and credit facility fees payable (Notes 7 and 8)Interest and credit facility fees payable (Notes 7 and 8)2,427 2,439 
Dividend payable (Note 10)Dividend payable (Note 10)20,280 19,892 
Base management and incentive fees payable (Note 4)12,333
 13,236
Base management and incentive fees payable (Note 4)11,047 11,549 
Administrative service fees payable (Note 4)98
 77
Administrative service fees payable (Note 4)202 85 
Other accrued expenses and liabilities1,632
 1,393
Other accrued expenses and liabilities1,318 2,553 
Total liabilities1,328,292
 1,231,062
Total liabilities993,567 1,021,250 
Commitments and contingencies (Notes 8 and 11)   
Commitments and contingencies (Notes 9 and 12)Commitments and contingencies (Notes 9 and 12)
EQUITY   EQUITY
NET ASSETS   NET ASSETS
Common stock, $0.01 par value; 200,000,000 shares authorized; 56,308,616 and 57,763,811 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively)563
 578
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 and 2,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectivelyCumulative convertible preferred stock, $0.01 par value; 2,000,000 and 2,000,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively50,000 50,000 
Common stock, $0.01 par value; 198,000,000 shares authorized; 54,809,262 and 55,320,309 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectivelyCommon stock, $0.01 par value; 198,000,000 shares authorized; 54,809,262 and 55,320,309 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively548 553 
Paid-in capital in excess of par value1,093,250
 1,109,238
Paid-in capital in excess of par value1,075,871 1,081,436 
Offering costs(1,633) (1,633)Offering costs(1,633)(1,633)
Total distributable earnings (loss)(293,646) (151,712)Total distributable earnings (loss)(214,266)(228,993)
Total net assets$798,534
 $956,471
Total net assets$910,520 $901,363 
NET ASSETS PER SHARE$14.18
 $16.56
NET ASSETS PER COMMON SHARENET ASSETS PER COMMON SHARE$15.70 $15.39 
The accompanying notes are an integral part of these consolidated financial statements.

3

TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
(unaudited)
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
Investment income:   Investment income:
From non-controlled/non-affiliated investments:   From non-controlled/non-affiliated investments:
Interest income$41,465
 $45,242
Interest income$31,756 $41,465 
Other income2,344
 2,028
Other income1,467 2,344 
Total investment income from non-controlled/non-affiliated investments43,809
 47,270
Total investment income from non-controlled/non-affiliated investments33,223 43,809 
From non-controlled/affiliated investments:   From non-controlled/affiliated investments:
Interest income—
 379
Interest income38 — 
Other incomeOther income3 — 
Total investment income from non-controlled/affiliated investments—
 379
Total investment income from non-controlled/affiliated investments41 — 
From controlled/affiliated investments:   From controlled/affiliated investments:
Interest income3,236
 3,538
Interest income56 3,236 
Dividend income3,500
 4,000
Dividend income7,528 3,500 
Total investment income from controlled/affiliated investments6,736
 7,538
Total investment income from controlled/affiliated investments7,584 6,736 
Total investment income50,545
 55,187
Total investment income40,848 50,545 
Expenses:   Expenses:
Base management fees (Note 4)7,386
 7,685
Base management fees (Note 4)6,800 7,386 
Incentive fees (Note 4)5,086
 5,846
Incentive fees (Note 4)4,257 5,086 
Professional fees667
 745
Professional fees691 667 
Administrative service fees (Note 4)106
 216
Administrative service fees (Note 4)282 106 
Interest expense (Notes 6 and 7)12,179
 11,991
Credit facility fees (Note 6)590
 568
Interest expense (Notes 7 and 8)Interest expense (Notes 7 and 8)6,975 12,179 
Credit facility fees (Note 7)Credit facility fees (Note 7)519 590 
Directors’ fees and expenses96
 93
Directors’ fees and expenses116 96 
Other general and administrative411
 421
Other general and administrative405 411 
Total expenses26,521
 27,565
Total expenses20,045 26,521 
Net investment income (loss) before taxes24,024
 27,622
Net investment income (loss) before taxes20,803 24,024 
Excise tax expense52
 60
Excise tax expense124 52 
Net investment income (loss)23,972
 27,562
Net investment income (loss)20,679 23,972 
Net realized gain (loss) and net change in unrealized appreciation (depreciation):   Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:   Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments(1,697) 899
Non-controlled/non-affiliated investments1,672 (1,697)
Controlled/affiliated investments—
 —
Non-controlled/affiliated investmentsNon-controlled/affiliated investments1 — 
Currency gains (losses) on non-investment assets and liabilities(150) —
Currency gains (losses) on non-investment assets and liabilities(82)(150)
Net change in unrealized appreciation (depreciation) on investments:   Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments(117,042) 2,473
Non-controlled/non-affiliated investments17,916 (117,042)
Non-controlled/affiliated investments—
 2,296
Non-controlled/affiliated investments646 — 
Controlled/affiliated investments(28,521) 496
Controlled/affiliated investments(4,703)(28,521)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,338
 —
Net change in unrealized currency gains (losses) on non-investment assets and liabilities(225)2,338 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(145,072) 6,164
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilitiesNet realized and unrealized gain (loss) on investments and non-investment assets and liabilities15,225 (145,072)
Net increase (decrease) in net assets resulting from operations$(121,100) $33,726
Net increase (decrease) in net assets resulting from operations35,904 (121,100)
Basic and diluted earnings per common share (Note 9)$(2.12) $0.55
Weighted-average shares of common stock outstanding—Basic and Diluted (Note 9)57,112,193
 61,772,774
Preferred stock dividendPreferred stock dividend875 — 
Net increase (decrease) in net assets resulting from operations attributable to Common StockholdersNet increase (decrease) in net assets resulting from operations attributable to Common Stockholders$35,029 $(121,100)
Basic and diluted earnings per common share (Note 10)Basic and diluted earnings per common share (Note 10)
BasicBasic$0.65 $(2.12)
DilutedDiluted$0.60 $(2.12)
Weighted-average shares of common stock outstanding (Note 10)Weighted-average shares of common stock outstanding (Note 10)
BasicBasic55,039,010 57,112,193 
DilutedDiluted60,306,312 57,112,193 
The accompanying notes are an integral part of these consolidated financial statements.

4

TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)
(unaudited)
For the three month periods ended
March 31, 2021March 31, 2020
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)$20,679 $23,972 
Net realized gain (loss)1,591 (1,847)
Net change in unrealized appreciation (depreciation) on investments13,859 (145,563)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities(225)2,338 
Net increase (decrease) in net assets resulting from operations35,904 (121,100)
Capital transactions:
Repurchase of common stock(5,570)(16,003)
Dividends declared on preferred and common stock (Note 10)(21,177)(20,834)
Net increase (decrease) in net assets resulting from capital share transactions(26,747)(36,757)
Net increase (decrease) in net assets9,157 (157,937)
Net Assets at beginning of period901,363 956,471 
Net Assets at end of period$910,520 $798,534 
 For the three month periods ended
 March 31, 2020 March 31, 2019
Net increase (decrease) in net assets resulting from operations:   
Net investment income (loss)$23,972
 $27,562
Net realized gain (loss)(1,847) 899
Net change in unrealized appreciation (depreciation) on investments(145,563) 5,265
Net change in unrealized currency gains (losses) on non-investment assets and liabilities2,338
 —
Net increase (decrease) in net assets resulting from operations(121,100) 33,726
Capital transactions:   
Repurchase of common stock(16,003) (14,085)
Dividends declared (Note 12)(20,834) (22,672)
Net increase (decrease) in net assets resulting from capital share transactions(36,837) (36,757)
Net increase (decrease) in net assets(157,937) (3,031)
Net Assets at beginning of period956,471
 1,063,218
Net Assets at end of period$798,534
 $1,060,187

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

5

TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
 For the three month periods ended
 March 31, 2021March 31, 2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$35,904 $(121,100)
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 costs253 305 
Net accretion of discount on investments(2,026)(2,586)
Paid-in-kind interest(2,025)(179)
Net realized (gain) loss on investments(1,673)1,697 
Net realized currency (gain) loss on non-investment assets and liabilities82 150 
Net change in unrealized (appreciation) depreciation on investments(13,859)145,563 
Net change in unrealized currency (gains) losses on non-investment assets and liabilities225 (2,338)
Cost of investments purchased and change in payable for investments purchased(134,935)(307,148)
Proceeds from sales and repayments of investments and change in receivable for investments sold/repaid153,722 277,451 
Changes in operating assets:
Interest receivable(726)(949)
Dividend receivable(1,044)500 
Prepaid expenses and other assets3 (270)
Changes in operating liabilities:
Interest and credit facility fees payable(12)(664)
Base management and incentive fees payable(502)(903)
Administrative service fees payable117 21 
Other accrued expenses and liabilities(1,235)239 
Net cash provided by (used in) operating activities32,269 (10,211)
Cash flows from financing activities:
Repurchase of common stock(5,570)(16,003)
Borrowings on SPV Credit Facility and Credit Facility40,286 226,500 
Repayments of SPV Credit Facility and Credit Facility(79,000)(139,443)
Debt issuance costs paid(122)(299)
Dividends paid in cash(20,789)(31,770)
Net cash provided by (used in) financing activities(65,195)38,985 
Net increase (decrease) in cash and cash equivalents(32,926)28,774 
Cash and cash equivalents, beginning of period68,419 36,751 
Cash and cash equivalents, end of period$35,493 $65,525 
Supplemental disclosures:
Interest paid during the period$6,915 $12,647 
Taxes, including excise tax, paid during the period$626 $387 
Dividends declared on preferred stock and common stock during the period$21,177 $20,834 
 For the three month periods ended
 March 31, 2020 March 31, 2019
Cash flows from operating activities:   
Net increase (decrease) in net assets resulting from operations$(121,100) $33,726
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 costs305
 298
Net accretion of discount on investments(2,586) (2,161)
Paid-in-kind interest(179) (1,052)
Net realized (gain) loss on investments1,697
 (899)
Net realized currency (gain) loss on non-investment assets and liabilities150
 —
Net change in unrealized (appreciation) depreciation on investments145,563
 (5,265)
Net change in unrealized currency (gains) losses on non-investment assets and liabilities(2,338) —
Cost of investments purchased and change in payable for investments purchased(307,148) (247,039)
Proceeds from sales and repayments of investments and change in receivable for investments sold277,451
 79,554
Changes in operating assets:   
Interest receivable(949) (1,361)
Dividend receivable500
 (300)
Prepaid expenses and other assets(270) 121
Changes in operating liabilities:   
Due to Investment Adviser—
 (67)
Interest and credit facility fees payable(664) 494
Base management and incentive fees payable(903) (303)
Administrative service fees payable21
 45
Other accrued expenses and liabilities239
 698
Net cash provided by (used in) operating activities(10,211) (143,511)
Cash flows from financing activities:   
Repurchase of common stock(16,003) (14,085)
Borrowings on SPV Credit Facility and Credit Facility226,500
 253,950
Repayments of SPV Credit Facility and Credit Facility(139,443) (107,626)
Debt issuance costs paid(299) (355)
Dividends paid in cash(31,770) (35,488)
Net cash provided by (used in) financing activities38,985
 96,396
Net increase (decrease) in cash and cash equivalents28,774
 (47,115)
Cash and cash equivalents, beginning of period36,751
 87,186
Cash and cash equivalents, end of period$65,525
 $40,071
Supplemental disclosures:   
Interest paid during the period$12,647
 $11,515
Taxes, including excise tax, paid during the period$387
 $225
Dividends declared during the period$20,834
 $22,672

The accompanying notes are an integral part of these consolidated financial statements.
6
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
First Lien Debt (64.8% of fair value)
Advanced Web Technologies Holding Company^*(2)(3)(13)Containers, Packaging & GlassL + 6.00%7.00%12/17/202012/17/2026$6,125 $5,949 $6,152 0.68 %
Airnov, Inc.^*(2)(3)Containers, Packaging & GlassL + 5.25%6.25%12/20/201912/19/202512,438 12,286 12,409 1.36 
Allied Universal Holdco LLC^(2)(3)Business ServicesL + 4.25%4.44%2/17/20217/10/2026500 502 498 0.05 
Alpha Packaging Holdings, Inc.^*(2)(3)Containers, Packaging & GlassL + 6.00%7.00%6/26/201511/12/20212,765 2,765 2,765 0.30 
Alpine SG, LLC*(2)(3)High Tech IndustriesL + 5.75%6.75%2/2/201811/16/202210,890 10,842 10,722 1.18 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 8.50%9.50%7/24/202011/16/20221,618 1,583 1,618 0.18 
Alpine SG, LLC^*(2)(3)High Tech IndustriesL + 6.50%7.50%11/2/202011/16/202210,749 10,489 10,661 1.17 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 7.00%8.00%2/10/202111/16/20223,046 2,964 3,035 0.33 
American Physician Partners, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 6.75%7.75%1/7/201912/21/202128,550 28,485 27,680 3.04 
AMS Group HoldCo, LLC^(2)(3)(13)Transportation: CargoL + 6.50%7.50%9/29/20179/29/202322,220 21,993 22,184 2.44 
Analogic Corporation^*(2)(3)(13)Capital EquipmentL + 5.25%6.25%6/22/20186/22/20242,356 2,328 2,341 0.27 
Anchor Hocking, LLC^(2)(3)Durable Consumer GoodsL + 11.75%12.75%1/25/20191/25/20244,190 4,108 4,060 0.45 
Applied Technical Services, LLC^(2)(3)(13)Business ServicesL + 5.75%6.75%12/29/202012/29/2026394 382 392 0.04 
Apptio, Inc.^(2)(3)(13)SoftwareL + 7.25%8.25%1/10/20191/10/20256,131 6,026 6,188 0.68 
At Home Holding III, Inc.^(2)(3)(7)RetailL + 9.00%10.00%6/12/20207/27/2022852 838 852 0.09 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareL + 6.00%7.00%12/24/201912/24/202632,736 32,037 29,620 3.25 
Avenu Holdings, LLC*(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/20189/28/202413,650 13,518 13,650 1.50 
Barnes & Noble, Inc.^(2)(3)(11)RetailL + 5.50%6.50%8/7/20198/7/202416,521 16,225 15,615 1.71 
BlueCat Networks, Inc. (Canada)*(2)(3)(7)High Tech IndustriesL + 6.25%7.25%10/30/202010/30/202611,468 11,250 11,460 1.26 
BMS Holdings III Corp.*(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20199/30/20261,592 1,559 1,578 0.17 
Captive Resources Midco, LLC^*(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%6/30/20155/31/202510,407 10,262 10,515 1.15 
Central Security Group, Inc.^*(2)(3)Consumer ServicesL + 6.00%7.00%10/16/202010/16/20259,254 9,254 8,589 0.94 
Chartis Holding, LLC^*(2)(3)(13)Business ServicesL + 5.25%6.25%5/1/20195/1/202516,229 15,948 16,229 1.78 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(13)SoftwareL + 5.00%6.00%8/30/20188/30/2023470 469 470 0.05 
CircusTrix Holdings, LLC^*(2)(3)Hotel, Gaming & LeisureL + 8.00% (100% PIK)9.00%2/2/20181/16/202410,400 10,368 8,597 0.94 
CircusTrix Holdings, LLC^(2)(3)(13)Hotel, Gaming & LeisureL + 8.00% (100% PIK)9.00%1/8/20217/16/2023346 289 347 0.04 
Cobblestone Intermediate Holdco LLC^(2)(3)Consumer ServicesL + 5.50%6.50%1/29/20201/29/2026728 722 732 0.09 
Comar Holding Company, LLC^*(2)(3)(13)Containers, Packaging & GlassL + 5.50%6.50%6/18/20186/18/202424,050 23,676 24,050 2.64 
7
 
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value (5)
 % of Net Assets
 
 First Lien Debt (75.19% of fair value)                
 Airnov, Inc. (Clariant) ^* (2) (3) (12) Containers, Packaging & Glass L + 5.25% 6.37% 12/20/2019 12/19/2025 $12,813
 $12,610
 $12,396
 1.55%
 Alpha Packaging Holdings, Inc. +* (2) (3) Containers, Packaging & Glass L + 6.00% 7.13% 6/26/2015 11/12/2021 2,829
 2,828
 2,770
 0.35
 Alpine SG, LLC ^* (2) (3) High Tech Industries L + 5.75% 7.20% 2/2/2018 11/16/2022 15,301
 15,196
 14,996
 1.88
 American Physician Partners, LLC ^+* (2) (3) (12) Healthcare & Pharmaceuticals L + 6.50% 7.95% 1/7/2019 12/21/2021 38,753
 38,435
 37,555
 4.70
 AMS Group HoldCo, LLC ^+* (2) (3) (12) Transportation: Cargo L + 6.00% 7.77% 9/29/2017 9/29/2023 32,603
 32,183
 31,998
 4.01
 Analogic Corporation ^+* (2) (3) (12) Capital Equipment L + 5.25% 6.25% 6/22/2018 6/22/2024 2,393
 2,358
 2,269
 0.28
 Anchor Hocking, LLC ^ (2) (3) Durable Consumer Goods L + 8.75% 10.51% 1/25/2019 1/25/2024 10,418
 10,143
 9,872
 1.24
 Apptio, Inc. ^ (2) (3) (12) Software L + 7.25% 8.25% 1/10/2019 1/10/2025 35,541
 34,901
 33,468
 4.19
 Aurora Lux FinCo S.Á.R.L. (Accelya) (Luxembourg) ^ (2) (3) (7) Software L + 6.00% 7.00% 12/24/2019 12/24/2026 37,500
 36,589
 35,104
 4.40
 Avenu Holdings, LLC +* (2) (3) Sovereign & Public Finance L + 5.25% 6.70% 9/28/2018 9/28/2024 38,567
 38,060
 35,293
 4.42
 Barnes & Noble, Inc. ^ (2) (3) (11) Retail L + 5.50% 9.18% 8/7/2019 8/7/2024 17,414
 17,025
 15,634
 1.96
 BMS Holdings III Corp. ^* (2) (3) (12) Construction & Building L + 5.25% 6.70% 9/30/2019 9/30/2026 11,608
 11,256
 10,919
 1.37
 Brooks Equipment Company, LLC +* (2) (3) Construction & Building L + 5.00% 6.60% 6/26/2015 8/29/2020 2,406
 2,403
 2,383
 0.30
 Captive Resources Midco, LLC ^* (2) (3) Banking, Finance, Insurance & Real Estate L + 6.00% 7.00% 6/30/2015 5/31/2025 32,368
 32,046
 30,733
 3.85
 Central Security Group, Inc. ^* (2) (3) (8) Consumer Services L + 5.63% 6.63% 6/26/2015 10/6/2021 18,449
 18,012
 8,117
 1.02
 Chartis Holding, LLC ^* (2) (3) (12) Business Services L + 5.25% 6.63% 5/1/2019 5/1/2025 18,287
 17,916
 17,541
 2.20
 Chemical Computing Group ULC (Canada) ^* (2) (3) (7) (12) Software L + 5.00% 6.00% 8/30/2018 8/30/2023 14,637
 14,537
 14,157
 1.77
 CircusTrix Holdings, LLC ^+* (2) (3) Hotel, Gaming & Leisure L + 5.50%
(100% PIK)		 6.50% 2/2/2018 12/6/2021 9,397
 9,346
 7,800
 0.98
 Cobblestone Intermediate Holdco LLC ^ (2) (3) (12) Consumer Services L + 5.00% 6.77% 1/29/2020 1/29/2026 463
 455
 452
 0.06
 Comar Holding Company, LLC ^+* (2) (3) (12) Containers, Packaging & Glass L + 5.75% 6.75% 6/18/2018 6/18/2024 31,807
 31,304
 31,157
 3.90
 Cority Software Inc. (Canada) ^ (2) (3) (7) (12) Software L + 5.75% 7.64% 7/2/2019 7/2/2026 31,970
 31,325
 31,271
 3.92
 Derm Growth Partners III, LLC (Dermatology Associates) ^ (2) (3) (8) Healthcare & Pharmaceuticals L + 6.25% (100% PIK) 7.70% 5/31/2016 5/31/2022 56,310
 56,055
 31,266
 3.92
 DermaRite Industries, LLC ^* (2) (3) (12) Healthcare & Pharmaceuticals L + 7.00% 8.07% 3/3/2017 3/3/2022 21,788
 21,648
 19,769
 2.48
 Digicel Limited (Jamaica) ^ (7) Telecommunications 6.00% 6.00% 7/23/2019 4/15/2021 250
 210
 134
 0.02
 Dimensional Dental Management, LLC ^ (2) (3) (8) Healthcare & Pharmaceuticals L + 5.75% 10.00% 2/12/2016 2/12/2021 1,272
 1,247
 1,272
 0.16
 Dimensional Dental Management, LLC ^ (2) (3) (8) (11) Healthcare & Pharmaceuticals L + 5.75% 8.20% 2/12/2016 7/22/2020 33,674
 33,301
 —
 —
 Direct Travel, Inc. ^+* (2) (3) Hotel, Gaming & Leisure L + 6.50% 7.54% 10/14/2016 12/1/2021 36,711
 36,458
 33,653
 4.21
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Cority Software Inc. (Canada)^*(2)(3)(7)(13)SoftwareL + 5.25%6.25%7/2/20197/2/2026$10,595 $10,384 $10,657 1.17 %
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareL + 7.25%8.25%9/3/20207/2/20261,893 1,841 1,934 0.21 
DCA Investment Holding, LLC^(2)(3)(13)Healthcare & PharmaceuticalsL + 6.25%7.00%3/11/20213/12/20279,936 9,752 9,750 1.07 
Derm Growth Partners III, LLC^(2)(3)(8)Healthcare & PharmaceuticalsL + 6.25%7.25%5/31/20165/31/202256,192 54,793 31,967 3.51 
DermaRite Industries, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 6.75%7.75%3/3/20173/3/202218,669 18,604 17,945 1.97 
Designer Brands Inc.^(2)(3)(7)RetailL + 8.50%9.75%8/7/20208/7/202517,728 17,330 17,426 1.91 
Diligent Corporation^(2)(3)(13)TelecommunicationsL + 6.25%7.25%8/4/20208/4/2025577 560 582 0.06 
DTI Holdco, Inc.*(2)(3)High Tech IndustriesL + 4.75%5.75%12/18/20189/30/20231,949 1,878 1,867 0.21 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsL + 2.625%, 5.125% PIK8.75%6/1/20176/1/202324,619 24,529 21,520 2.36 
Ensono, LP*(2)(3)TelecommunicationsL + 5.25%5.36%4/30/20186/27/20252,152 2,137 2,136 0.23 
Ensono, LP^*(2)(3)TelecommunicationsL + 5.75%5.86%6/25/20206/27/202518,085 17,968 17,995 1.98 
Ethos Veterinary Health LLC^(2)(3)(13)Consumer ServicesL + 4.75%4.86%5/17/20195/15/20262,606 2,565 2,572 0.28 
EvolveIP, LLC^*(2)(3)(13)TelecommunicationsL + 5.75%6.75%11/26/20196/7/202325,798 25,746 25,798 2.83 
Frontline Technologies Holdings, LLC^*(2)(3)SoftwareL + 5.75%6.75%9/18/20179/18/20233,091 3,075 3,118 0.34 
FWR Holding Corporation^*(2)(3)(13)Beverage, Food & TobaccoL + 5.50%, 1.50% PIK8.00%8/21/20178/21/202334,622 34,274 31,628 3.47 
Greenhouse Software, Inc.^(2)(3)(13)SoftwareL + 6.50%7.50%3/1/20213/1/202715,196 14,824 14,821 1.63 
Hawkeye AcquisitionCo, LLC^*(2)(3)(13)Aerospace & DefenseL + 6.75%7.75%3/1/202111/19/20266,109 5,890 5,887 0.65 
Helios Buyer, Inc.^*(2)(3)(13)Consumer ServicesL + 6.00%7.00%12/15/202012/15/20269,364 9,081 9,301 1.02 
Hercules Borrower LLC^(2)(3)(13)Environmental IndustriesL + 6.50%7.50%12/14/202012/14/202618,592 18,094 18,293 2.01 
Higginbotham Insurance Agency, Inc.^(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.75%6.50%11/25/202011/25/20263,902 3,830 3,930 0.43 
iCIMS, Inc.^(2)(3)SoftwareL + 6.50%7.50%9/12/20189/12/20241,671 1,648 1,679 0.18 
Individual FoodService Holdings, LLC^(2)(3)(13)WholesaleL + 6.25%7.25%2/21/202011/22/20253,902 3,817 3,837 0.42 
Individual FoodService Holdings, LLC^(2)(3)(13)WholesaleL + 6.25%7.25%12/31/202011/22/20252,207 2,150 2,177 0.25 
Integrity Marketing Acquisition, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%1/15/20208/27/20254,958 4,897 5,004 0.55 
K2 Insurance Services, LLC^*(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/3/20197/1/202418,603 18,298 18,631 2.05 
Kaseya, Inc.^(2)(3)(13)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/3/20195/2/202515,714 15,466 15,714 1.73 
Legacy.com, Inc.^(2)(3)(11)High Tech IndustriesL + 6.00%7.00%3/20/20173/20/202317,066 16,905 15,992 1.76 
Lifelong Learner Holdings, LLC^*(2)(3)(13)Business ServicesL + 5.75%6.75%10/18/201910/18/202623,756 23,315 21,927 2.41 
8
 
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value (5)
 % of Net Assets
 
 DTI Holdco, Inc. * (2) (3) High Tech Industries L + 4.75% 6.53% 12/18/2018 9/30/2023 $1,969
 $1,872
 $1,383
 0.17%
 Emergency Communications Network, LLC ^+* (2) (3) Telecommunications L + 6.25% 7.25% 6/1/2017 6/1/2023 24,313
 24,180
 20,418
 2.56
 Ensono, LP * (2) (3) Telecommunications L + 5.25% 6.24% 4/30/2018 6/27/2025 8,515
 8,434
 7,215
 0.90
 Ethos Veterinary Health LLC ^+ (2) (3) (12) Consumer Services L + 4.75% 5.74% 5/17/2019 5/15/2026 10,850
 10,730
 10,298
 1.29
 EvolveIP, LLC ^+* (2) (3) (12) Telecommunications L + 5.75% 6.75% 11/26/2019 6/7/2023 34,922
 34,836
 34,035
 4.26
 Frontline Technologies Holdings, LLC ^+* (2) (3) Software L + 5.75% 6.85% 9/18/2017 9/18/2023 48,125
 47,851
 47,378
 5.93
 FWR Holding Corporation ^+* (2) (3) (12) Beverage, Food & Tobacco L + 5.50% 6.76% 8/21/2017 8/21/2023 47,823
 47,185
 43,878
 5.49
 Green Energy Partners/Stonewall, LLC +* (2) (3) Energy: Electricity L + 5.50% 6.95% 6/26/2015 11/10/2021 19,500
 19,347
 14,066
 1.76
 Hydrofarm, LLC ^ (2) (3) Wholesale L + 8.50% 9.50% 5/15/2017 5/12/2022 19,446
 19,164
 11,749
 1.47
 iCIMS, Inc. ^ (2) (3) (12) Software L + 6.50% 7.50% 9/12/2018 9/12/2024 23,930
 23,525
 22,762
 2.85
 Individual FoodService Holdings, LLC ^ (2) (3) (12) Wholesale L + 5.75% 6.75% 2/21/2020 11/22/2025 3,847
 3,748
 3,682
 0.46
 Innovative Business Services, LLC ^* (2) (3) High Tech Industries L + 5.50% 7.25% 4/5/2018 4/5/2023 18,334
 17,989
 17,791
 2.23
 Integrity Marketing Acquisition, LLC ^ (2) (3) (12) Banking, Finance, Insurance & Real Estate L + 5.75% 7.26% 1/15/2020 8/27/2025 710
 635
 428
 0.05
 K2 Insurance Services, LLC ^+* (2) (3) (12) Banking, Finance, Insurance & Real Estate L + 5.00% 6.42% 7/3/2019 7/1/2024 23,116
 22,605
 22,492
 2.82
 Kaseya Inc. ^ (2) (3) (12) High Tech Industries L + 5.50%, 1.00% PIK 7.95% 5/3/2019 5/2/2025 21,561
 21,139
 20,261
 2.54
 Legacy.com, Inc. ^ (2) (3) (11) High Tech Industries L + 6.00% 11.43% 3/20/2017 3/20/2023 17,066
 16,834
 15,357
 1.92
 Lifelong Learner Holdings, LLC ^* (2) (3) (12) Business Services L + 5.75% 6.76% 10/18/2019 10/18/2026 24,943
 24,409
 23,073
 2.89
 Liqui-Box Holdings, Inc. ^ (2) (3) (12) Containers, Packaging & Glass L + 4.50% 5.69% 6/3/2019 6/3/2024 2,279
 2,254
 2,147
 0.27
 Mailgun Technologies, Inc. ^ (2) (3) (12) High Tech Industries L + 6.00% 7.19% 3/26/2019 3/26/2025 11,824
 11,588
 11,367
 1.42
 National Carwash Solutions, Inc. ^+ (2) (3) (12) Automotive L + 6.00% 7.54% 8/7/2018 4/28/2023 9,792
 9,642
 9,523
 1.19
 National Technical Systems, Inc. ^+* (2) (3) (12) Aerospace & Defense L + 6.25% 7.78% 6/26/2015 6/12/2021 30,359
 30,237
 29,927
 3.75
 NES Global Talent Finance US, LLC (United Kingdom) +* (2) (3) (7) Energy: Oil & Gas L + 5.50% 7.28% 5/9/2018 5/11/2023 9,865
 9,746
 9,253
 1.16
 Nexus Technologies, LLC * (2) (3) High Tech Industries L + 5.50%, 1.50% PIK 8.45% 12/11/2018 12/5/2023 6,188
 6,139
 5,053
 0.63
 NMI AcquisitionCo, Inc. ^+* (2) (3) High Tech Industries L + 5.50% 6.50% 9/6/2017 9/6/2022 51,219
 50,676
 50,718
 6.35
 Northland Telecommunications Corporation ^* (2) (3) (12) Media: Broadcasting & Subscription L + 5.75% 6.96% 10/1/2018 10/1/2025 47,262
 46,601
 45,510
 5.70
 Paramit Corporation +* (2) (3) Capital Equipment L + 4.50% 5.50% 5/3/2019 5/3/2025 6,298
 6,243
 6,040
 0.76
 PF Growth Partners, LLC ^+* (2) (3) (12) Hotel, Gaming & Leisure L + 5.00% 6.00% 7/1/2019 7/11/2025 7,349
 7,238
 6,865
 0.86
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Liqui-Box Holdings, Inc.^(2)(3)(13)Containers, Packaging & GlassL + 4.50%5.50%6/3/20196/3/2024$1,718 $1,698 $1,492 0.16 %
Mailgun Technologies, Inc.^(2)(3)(13)High Tech IndustriesL + 5.00%6.00%3/26/20193/26/20253,248 3,180 3,206 0.35 
National Technical Systems, Inc.^(2)(3)(13)Aerospace & DefenseL + 5.50%6.50%10/28/20206/12/20231,175 1,152 1,175 0.13 
NES Global Talent Finance US, LLC (United Kingdom)^*(2)(3)(7)Energy: Oil & GasL + 5.50%6.50%5/9/20185/11/20239,764 9,681 9,507 1.04 
NMI AcquisitionCo, Inc.^*(2)(3)(13)High Tech IndustriesL + 5.00%6.00%9/6/20179/6/202340,650 40,382 40,814 4.48 
Paramit Corporation^*(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20195/3/20255,213 5,176 5,184 0.57 
Paramit Corporation^(2)(3)(13)Capital EquipmentL + 5.25%6.25%11/24/20205/3/20253,029 2,918 3,029 0.34 
PF Growth Partners, LLC^*(2)(3)(13)Hotel, Gaming & LeisureL + 7.00%8.00%7/1/20197/11/20257,276 7,185 6,842 0.75 
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%5/1/20155/12/202214,711 14,701 13,655 1.50 
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%8/7/20205/12/20221,082 1,076 1,082 0.12 
PPC Flexible Packaging, LLC^*(2)(3)(13)Containers, Packaging & GlassL + 5.50%6.50%11/23/201811/23/202411,508 11,409 11,508 1.26 
PPT Management Holdings, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%, 2.50% PIK9.50%12/15/201612/16/202228,081 28,011 23,678 2.60 
PricewaterhouseCoopers Public Sector LLP^(2)(3)(13)Aerospace & DefenseL + 3.25%3.44%5/1/20185/1/2023— (66)(19)0.01 
Product Quest Manufacturing, LLC^(2)(3)(8)Containers, Packaging & GlassL + 6.75%10.00%9/21/20173/31/2021840 840 423 0.05 
Propel Insurance Agency, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/20186/1/20242,333 2,322 2,324 0.26 
Prophix Software Inc. (Canada)^(2)(3)(7)(13)SoftwareL + 6.50%7.50%2/1/20212/1/202610,963 10,710 10,704 1.18 
QW Holding Corporation^*(2)(3)Environmental IndustriesL + 5.75%6.75%8/31/20168/31/202243,007 42,711 40,913 4.49 
Redwood Services Group, LLC*(2)(3)High Tech IndustriesL + 6.00%7.00%11/13/20186/6/20235,030 5,007 5,030 0.56 
Redwood Services Group, LLC*(2)(3)High Tech IndustriesL + 8.50%9.50%8/14/20206/6/20233,466 3,383 3,515 0.39 
Redwood Services Group, LLC^*(2)(3)(13)High Tech IndustriesL + 7.25%8.25%10/19/20206/6/202314,566 14,265 14,702 1.61 
Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionL + 6.75%7.75%5/22/202010/22/202520,000 19,652 19,652 2.16 
Reladyne, Inc.*(2)(3)WholesaleL + 5.00%6.00%8/21/20207/22/202210,100 10,030 10,061 1.10 
Riveron Acquisition Holdings, Inc.*(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20195/22/202511,488 11,321 11,603 1.27 
RSC Acquisition, Inc.^(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/201911/1/20266,068 5,961 6,100 0.67 
Sapphire Convention, Inc.^*(2)(3)(13)TelecommunicationsL + 6.25%7.25%11/20/201811/20/202529,378 28,930 24,547 2.70 
Smile Doctors, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/201710/6/202216,887 16,838 16,887 1.84 
Southern Graphics, Inc.^(2)(3)(11)Media: Advertising, Printing & PublishingL + 6.50%7.50%10/30/202010/23/20239,959 9,781 9,950 1.09 
Sovos Brands Intermediate, Inc.^*(2)(3)Beverage, Food & TobaccoL + 4.75%4.98%11/16/201811/20/202512,292 12,200 12,226 1.34 
9
 
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value (5)
 % of Net Assets
 
 Plano Molding Company, LLC ^ (2) (3) Hotel, Gaming & Leisure L + 7.50% 8.50% 5/1/2015 5/12/2021 $14,715
 $14,626
 $12,881
 1.61%
 PPC Flexible Packaging, LLC ^+* (2) (3) (12) Containers, Packaging & Glass L + 5.25% 6.25% 11/23/2018 11/23/2024 15,025
 14,878
 14,640
 1.83
 PPT Management Holdings, LLC ^ (2) (3) Healthcare & Pharmaceuticals L + 1.00%, 5.75% PIK 8.20% 12/15/2016 12/16/2022 27,735
 27,627
 20,523
 2.57
 PricewaterhouseCoopers Public Sector LLP ^ (2) (3) (12) Aerospace & Defense L + 3.25% 4.70% 5/1/2018 5/1/2023 2,000
 1,903
 1,734
 0.22
 Product Quest Manufacturing, LLC ^ (2) (3) (8) Containers, Packaging & Glass L + 6.75% 9.00% 9/21/2017 3/31/2020 840
 840
 334
 0.04
 Propel Insurance Agency, LLC ^ (2) (3) Banking, Finance, Insurance & Real Estate L + 4.25% 5.70% 6/1/2018 6/1/2024 2,357
 2,342
 2,298
 0.29
 QW Holding Corporation (Quala) ^+* (2) (3) (12) Environmental Industries L + 6.25% 7.70% 8/31/2016 8/31/2022 43,467
 42,969
 42,423
 5.31
 Redwood Services Group, LLC ^* (2) (3) High Tech Industries L + 6.00% 7.00% 11/13/2018 6/6/2023 8,406
 8,347
 8,217
 1.03
 Riveron Acquisition Holdings, Inc. ^+* (2) (3) Banking, Finance, Insurance & Real Estate L + 6.00% 7.45% 5/22/2019 5/22/2025 19,918
 19,571
 19,379
 2.43
 RSC Acquisition, Inc. ^ (2) (3) (12) Banking, Finance, Insurance & Real Estate L + 5.50% 7.26% 11/1/2019 11/1/2026 12,729
 12,369
 11,707
 1.47
 Sapphire Convention, Inc. (Smart City) ^+* (2) (3) (12) Telecommunications L + 5.25% 6.92% 11/20/2018 11/20/2025 30,769
 30,224
 29,612
 3.71
 Smile Doctors, LLC ^+* (2) (3) (12) Healthcare & Pharmaceuticals L + 6.25% 7.69% 10/6/2017 10/6/2022 23,541
 23,457
 22,645
 2.84
 Sovos Brands Intermediate, Inc. +* (2) (3) Beverage, Food & Tobacco L + 5.00% 6.59% 11/16/2018 11/20/2025 19,849
 19,671
 18,916
 2.37
 SPay, Inc. ^+* (2) (3) (12) Hotel, Gaming & Leisure L + 5.75% 6.84% 6/15/2018 6/17/2024 20,512
 20,194
 15,558
 1.95
 Superior Health Linens, LLC ^+* (2) (3) (12) Business Services L + 7.50% 8.95% 9/30/2016 9/30/2021 21,700
 21,580
 20,746
 2.60
 Surgical Information Systems, LLC ^+* (2) (3) (11) High Tech Industries L + 4.50% 7.21% 4/24/2017 4/24/2023 26,168
 26,018
 25,417
 3.18
 T2 Systems, Inc. ^+* (2) (3) (12) Transportation: Consumer L + 6.75% 8.34% 9/28/2016 9/28/2022 35,265
 34,818
 34,926
 4.37
 Tank Holding Corp. ^ (2) (3) (12) Capital Equipment L + 4.00% 5.45% 3/26/2019 3/26/2024 45
 45
 43
 0.01
 TCFI Aevex LLC ^ (2) (3) (12) Aerospace & Defense L + 6.00% 7.00% 3/18/2020 3/18/2026 8,325
 8,126
 8,125
 1.02
 The Leaders Romans Bidco Limited (United Kingdom) Term Loan B ^ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 6.75%, 3.50% PIK 11.02% 7/23/2019 6/30/2024 £20,074
 24,420
 23,465
 2.94
 The Leaders Romans Bidco Limited (United Kingdom) Term Loan C ^ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 6.75%, 3.50% PIK 11.02% 7/23/2019 6/30/2024 £3,922
 4,809
 4,617
 0.58
 Trump Card, LLC ^+* (2) (3) Transportation: Cargo L + 5.50% 6.92% 6/26/2018 4/21/2022 8,287
 8,254
 8,064
 1.01
 TSB Purchaser, Inc. (Teaching Strategies, LLC) ^+* (2) (3) (12) Media: Advertising, Printing & Publishing L + 6.00% 7.45% 5/14/2018 5/14/2024 28,224
 27,685
 27,465
 3.44
 Turbo Buyer, Inc. (Portfolio Holdings, Inc.) ^ (2) (3) (12) Automotive L + 6.00% 7.48% 12/2/2019 12/2/2025 29,978
 29,146
 29,105
 3.64
 Tweddle Group, Inc. ^ (2) (3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 9/17/2018 9/17/2023 1,825
 1,804
 1,730
 0.22
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
SPay, Inc.^*(2)(3)(13)Hotel, Gaming & LeisureL + 2.30%, 6.95% PIK10.25%6/15/20186/17/2024$21,730 $21,480 $18,273 2.01 %
Speedstar Holding, LLC^*(2)(3)(13)AutomotiveL + 7.00%8.00%1/22/20211/22/202727,432 26,824 26,813 2.94 
Superior Health Linens, LLC^*(2)(3)(13)Business ServicesL + 6.50%7.50%9/30/20169/30/202112,837 12,812 12,821 1.41 
T2 Systems, Inc.^*(2)(3)(13)Transportation: ConsumerL + 6.75%7.75%9/28/20169/28/202226,536 26,321 26,535 2.90 
TCFI Aevex LLC^*(2)(3)(13)Aerospace & DefenseL + 6.00%7.00%3/18/20203/18/20269,668 9,487 9,651 1.06 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B^(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 6.75%, 3.50% PIK11.00%7/23/20196/30/2024£20,739 25,444 28,520 3.13 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C^(2)(3)(7)(13)Banking, Finance, Insurance & Real EstateL + 6.75%, 3.50% PIK11.00%7/23/20196/30/2024£4,991 7,363 8,945 0.98 
Trump Card, LLC^*(2)(3)(13)Transportation: CargoL + 5.50%6.50%6/26/20184/21/20227,734 7,716 7,634 0.84 
TSB Purchaser, Inc.^*(2)(3)(13)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20185/14/202418,618 18,328 18,518 2.03 
Turbo Buyer, Inc.^*(2)(3)(13)AutomotiveL + 5.50%6.50%12/2/201912/2/202524,262 23,730 24,527 2.69 
Tweddle Group, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%9/17/20189/17/20231,710 1,694 1,536 0.17 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco7.50%, 1.00% PIK8.50%9/15/20199/15/2026€4,598 4,866 5,325 0.57 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco11.00% PIK11.00%10/22/20209/15/2026€679 762 786 0.09 
US INFRA SVCS Buyer, LLC^(2)(3)(13)Environmental IndustriesL + 6.00%7.00%4/13/20204/13/20264,066 3,531 3,658 0.40 
USLS Acquisition, Inc.^*(2)(3)(13)Business ServicesL + 5.75%6.75%11/30/201811/30/202421,393 21,089 20,124 2.21 
USLS Acquisition, Inc.^(2)(3)(13)Business ServicesL + 5.75%6.75%9/3/202011/30/2024— (21)— — 
VRC Companies, LLC^*(2)(3)(13)Business ServicesL + 6.50%7.50%3/31/20173/31/202333,201 32,989 32,504 3.57 
Westfall Technik, Inc.^*(2)(3)(13)Chemicals, Plastics & RubberL + 6.25%7.25%9/13/20189/13/202427,656 27,408 26,389 2.90 
Wheel Pros, LLC*(2)(3)AutomotiveL + 5.25%6.25%11/18/202011/6/20273,267 3,188 3,251 0.36 
YLG Holdings, Inc.^(2)(3)(13)Consumer ServicesL + 6.25%7.25%9/30/202011/1/20251,626 1,570 1,613 0.18 
Zemax Software Holdings, LLC^*(2)(3)(13)SoftwareL + 5.75%6.75%6/25/20186/25/20246,271 6,207 6,159 0.68 
Zenith Merger Sub, Inc.^*(2)(3)(13)Business ServicesL + 5.25%6.25%12/13/201712/13/202313,603 13,499 13,579 1.49 
First Lien Debt Total$1,237,509 $1,194,048 131.14 %
Second Lien Debt (16.3% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseL + 8.25%9.25%1/17/20201/17/2028$24,814 $24,318 $25,717 2.82 %
Aimbridge Acquisition Co., Inc.^(2)(3)Hotel, Gaming & LeisureL + 7.50%7.62%2/1/20192/1/20279,241 9,109 8,197 0.90 
AQA Acquisition Holdings, Inc.^(2)(3)High Tech IndustriesL + 7.50%8.00%3/3/20213/3/202940,000 39,007 39,000 4.29 
Brave Parent Holdings, Inc.^*(2)(3)SoftwareL + 7.50%7.61%10/3/20184/19/202619,062 18,725 19,062 2.09 
10
 
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value (5)
 % of Net Assets
 
 U.S. Acute Care Solutions, LLC * (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.45% 2/21/2019 5/15/2021 $4,258
 $4,232
 $3,755
 0.47%
 USLS Acquisition, Inc. ^* (2) (3) (12) Business Services L + 5.75% 6.82% 11/30/2018 11/30/2024 22,954
 22,575
 22,166
 2.78
 Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 €4,553
 4,778
 4,571
 0.57
 VRC Companies, LLC ^+* (2) (3) (12) Business Services L + 6.50% 7.99% 3/31/2017 3/31/2023 58,916
 58,440
 57,624
 7.22
 Westfall Technik, Inc. ^* (2) (3) (12) Chemicals, Plastics & Rubber L + 5.75% 7.20% 9/13/2018 9/13/2024 28,341
 27,824
 25,520
 3.20
 WP CPP Holdings, LLC (CPP) ^ (2) (3) Aerospace & Defense L + 3.75% 5.53% 7/18/2019 4/30/2025 14,952
 14,826
 11,214
 1.40
 Zemax Software Holdings, LLC ^* (2) (3) (12) Software L + 5.75% 7.20% 6/25/2018 6/25/2024 10,762
 10,636
 10,492
 1.31
 Zenith Merger Sub, Inc. ^+* (2) (3) (12) Business Services L + 5.25% 6.70% 12/13/2017 12/13/2023 18,076
 17,879
 17,484
 2.19
 First Lien Debt Total                 $1,669,607
 $1,522,044
 190.60%
                        
 Second Lien Debt (13.59% of fair value)                
 Access CIG, LLC * (2) (3) Business Services L + 7.75% 9.53% 2/14/2018 2/27/2026 $2,700
 $2,687
 $2,196
 0.28%
 AI Convoy S.A.R.L (Cobham) (United Kingdom) ^ (2) (3) (7) Aerospace & Defense L + 8.25% 10.09% 1/17/2020 1/17/2028 30,327
 29,659
 27,470
 3.44
 Aimbridge Acquisition Co., Inc. ^* (2) (3) Hotel, Gaming & Leisure L + 7.50% 9.08% 2/1/2019 2/1/2027 9,241
 9,092
 7,907
 0.99
 AQA Acquisition Holding, Inc. ^ (2) (3) High Tech Industries L + 8.00% 9.91% 10/1/2018 5/24/2024 40,000
 39,685
 37,440
 4.69
 Brave Parent Holdings, Inc. ^* (2) (3) Software L + 7.50% 9.28% 10/3/2018 4/19/2026 19,062
 18,672
 17,323
 2.17
 Drilling Info Holdings, Inc. ^ (2) (3) Energy: Oil & Gas L + 8.25% 9.24% 2/11/2020 7/30/2026 18,600
 18,098
 17,307
 2.17
 Higginbotham Insurance Agency, Inc. ^ (2) (3) Banking, Finance, Insurance & Real Estate L + 7.50% 8.50% 12/3/2019 12/19/2025 2,500
 2,476
 2,344
 0.29
 Jazz Acquisition, Inc. ^ (2) (3) Aerospace & Defense L + 8.00% 8.99% 6/13/2019 6/18/2027 23,450
 23,124
 18,760
 2.35
 Le Tote, Inc. ^ (2) (3) Retail L + 6.75% 8.33% 11/8/2019 11/8/2024 7,143
 6,977
 6,456
 0.81
 Outcomes Group Holdings, Inc. ^* (2) (3) Business Services L + 7.50% 9.11% 10/23/2018 10/26/2026 4,500
 4,490
 4,184
 0.52
 Pharmalogic Holdings Corp. ^ (2) (3) Healthcare & Pharmaceuticals L + 8.00% 9.00% 6/7/2018 12/11/2023 800
 797
 777
 0.10
 Quartz Holding Company (QuickBase, Inc.) ^ (2) (3) Software L + 8.00% 8.86% 4/2/2019 4/2/2027 11,900
 11,683
 10,900
 1.37
 Reladyne, Inc. ^+* (2) (3) Wholesale L + 9.50% 10.95% 4/19/2018 1/21/2023 12,242
 12,092
 11,643
 1.46
 Stonegate Pub Company Limited (United Kingdom) ^ (2) (3) (7) Beverage, Food & Tobacco L + 8.50% 9.23% 3/12/2020 3/12/2028 £20,000
 24,692
 22,467
 2.81
 Tank Holding Corp. ^* (2) (3) Capital Equipment L + 8.25% 9.17% 3/26/2019 3/26/2027 37,380
 36,799
 34,420
 4.31
 Ultimate Baked Goods MIDCO, LLC (Rise Baking) ^ (2) (3) Beverage, Food & Tobacco L + 8.00% 9.00% 8/9/2018 8/9/2026 8,333
 8,191
 7,913
 0.99
 Watchfire Enterprises, Inc. ^ (2) (3) Media: Advertising, Printing & Publishing L + 8.00% 9.06% 10/2/2013 10/2/2021 7,000
 6,970
 6,929
 0.87
 World 50, Inc. ^ (9) Business Services 11.50% 11.50% 1/10/2020 1/9/2027 10,000
 9,807
 9,335
 1.17
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Drilling Info Holdings, Inc.^(2)(3)Energy: Oil & GasL + 8.25%8.36%2/11/20207/30/2026$18,600 $18,161 $18,739 2.06 %
Jazz Acquisition, Inc.^(2)(3)Aerospace & DefenseL + 8.00%8.11%6/13/20196/18/202723,450 23,159 18,762 2.06 
Outcomes Group Holdings, Inc.^*(2)(3)Business ServicesL + 7.50%7.70%10/23/201810/26/20261,731 1,727 1,731 0.19 
PAI Holdco, Inc.^(2)(3)AutomotiveL + 6.25%, 2.00% PIK9.25%10/28/202010/28/202813,599 13,210 13,480 1.48 
Peraton Corp.^(2)(3)Aerospace & DefenseL + 7.75%8.50%2/24/20212/1/202912,300 12,115 12,115 1.33 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.11%4/2/20194/2/20277,048 6,934 7,118 0.78 
Reladyne, Inc.^(2)(3)WholesaleL + 9.50%10.50%4/19/20181/21/202312,242 12,145 11,834 1.30 
Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(3)(7)Beverage, Food & TobaccoL + 8.50%8.54%3/12/20203/12/2028£20,000 24,743 22,976 2.52 
Tank Holding Corp.^*(2)(3)Capital EquipmentL + 8.25%8.36%3/26/20193/26/202735,965 35,489 36,214 3.98 
TruGreen Limited Partnership^(2)(3)Consumer ServicesL + 8.50%9.25%11/16/202011/2/202813,000 12,752 13,003 1.43 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20188/9/20262,820 2,777 2,600 0.29 
Watchfire Enterprises, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 8.00%9.00%10/2/201310/2/20217,000 6,990 6,947 0.76 
World 50, Inc.^(9)Business Services11.50%11.50%1/10/20201/9/20277,635 7,503 7,561 0.83 
WP CPP Holdings, LLC^*(2)(3)Aerospace & DefenseL + 7.75%8.75%7/18/20194/30/202639,500 39,184 34,266 3.77 
Second Lien Debt Total$308,048 $299,322 32.87 %
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net Assets
Equity Investments (1.9% of fair value)
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592$592 $803 0.09 %
Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/20181721724790.05 
BK Intermediate Company, LLC^(6)Healthcare & Pharmaceuticals5/27/20202882882660.03 
Central Security Group, Inc.^*(6)Consumer Services10/16/2020443——— 
Chartis Holding, LLC^(6)Business Services5/1/20194334337330.08 
CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/20163183182500.03 
Cority Software Inc. (Canada)^(6)Software7/2/20192502503120.03 
DecoPac, Inc.^(6)Non-durable Consumer Goods9/29/20171,5001,5001,5570.17 
Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,0001,000—— 
GRO Sub Holdco, LLC^(6)Healthcare & Pharmaceuticals3/29/2018268— 290 0.03 
K2 Insurance Services, LLC^(6)Banking, Finance, Insurance & Real Estate7/3/20194334336220.07 
11
 
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value (5)
 % of Net Assets
 
 WP CPP Holdings, LLC (CPP) ^* (2) (3) Aerospace & Defense L + 7.75% 9.53% 7/18/2019 4/30/2026 $39,500
 $39,137
 $25,940
 3.25%
 Zywave, Inc. ^ (2) (3) High Tech Industries L + 9.00% 10.80% 11/18/2016 11/17/2023 3,468
 3,435
 3,344
 0.42
 Second Lien Debt Total                 $308,563
 $275,055
 34.44%
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry     Acquisition Date   Shares/ Units Cost 
Fair
Value (5)
 % of Net Assets
Equity Investments (1.45% of fair value)                
ANLG Holdings, LLC ^ (6) Healthcare & Pharmaceuticals     6/22/2018   880 $880
 $757
 0.09%
Avenu Holdings, LLC ^ (6) Sovereign & Public Finance     9/28/2018   172 172 74 0.01
Chartis Holding, LLC ^ (6) Business Services     5/1/2019   433 433 599 0.08
CIP Revolution Holdings, LLC ^ (6) Media: Advertising, Printing & Publishing     8/19/2016   318 318 344 0.04
Cority Software Inc. (Canada) ^ (6) Software     7/2/2019   250 250 306 0.04
DecoPac, Inc. ^ (6) Non-durable Consumer Goods     9/29/2017   1,500 1,500 2,800 0.35
Derm Growth Partners III, LLC (Dermatology Associates) ^ (6) Healthcare & Pharmaceuticals     5/31/2016   1,000 1,000 0 —
GRO Sub Holdco, LLC (Grand Rapids) ^ (6) Healthcare & Pharmaceuticals     3/29/2018   500 500 108 0.01
K2 Insurance Services, LLC ^ (6) Banking, Finance, Insurance & Real Estate     7/3/2019   433 433 465 0.06
Legacy.com, Inc. ^ (6) High Tech Industries     3/20/2017   1,500 1,500 615 0.08
Mailgun Technologies, Inc. ^ (6) High Tech Industries     3/26/2019   424 424 447 0.06
North Haven Goldfinch Topco, LLC ^ (6) Containers, Packaging & Glass     6/18/2018   2,315 2,315 2,359 0.30
Paramit Corporation ^ (6) Capital Equipment     6/17/2019   150 500 202 0.03
PPC Flexible Packaging, LLC ^ (6) Containers, Packaging & Glass     2/1/2019   965 965 1,112 0.14
Rough Country, LLC ^ (6) Durable Consumer Goods     5/25/2017   755
 755
 1,278
 0.16
SiteLock Group Holdings, LLC ^ (6) High Tech Industries     4/5/2018   446 446 506 0.06
T2 Systems Parent Corporation ^ (6) Transportation: Consumer     9/28/2016   556 555 706 0.09
Tailwind HMT Holdings Corp. ^ (6) Energy: Oil & Gas     11/17/2017   20 1,334 2,173 0.27
Tank Holding Corp. ^ (6) Capital Equipment     3/26/2019   850 850 944 0.12
Titan DI Preferred Holdings, Inc. (Drilling Info) ^ (6) Energy: Oil & Gas     2/11/2020   10,000 9,700 9,100 1.14
Turbo Buyer, Inc. (Portfolio Holdings, Inc.) ^ (6) Automotive     12/2/2019   1,925 1,925
 1,925
 0.24
Tweddle Holdings, Inc. ^ (6) Media: Advertising, Printing & Publishing     9/17/2018   17 0 0 —
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net Assets
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,500$1,500 $696 0.08 %
Mailgun Technologies, Inc.^(6)High Tech Industries3/26/20194244247840.09 
North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,3152,3153,1990.35 
Paramit Corporation^(6)Capital Equipment6/17/2019150 500 760 0.08 
PPC Flexible Packaging, LLC^(6)Containers, Packaging & Glass2/1/20199659651,4830.16 
Rough Country, LLC^(6)Durable Consumer Goods5/25/20177554901,5110.17 
T2 Systems Parent Corporation^(6)Transportation: Consumer9/28/20165565566770.07 
Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/2017221,5582,0230.22 
Tank Holding Corp.^(6)Capital Equipment3/26/20198504829440.10 
Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202011,62011,345 11,620 1.28 
Turbo Buyer, Inc.^(6)Automotive12/2/20191,9251,925 2,601 0.29 
Tweddle Holdings, Inc.^*(6)Media: Advertising, Printing & Publishing9/17/201817— — — 
Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020—424 421 0.05 
Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020—133 148 0.02 
USLS Acquisition, Inc.^(6)Business Services11/30/20186416415700.06 
W50 Parent LLC^(6)Business Services1/10/20205005006720.07 
Zenith American Holding, Inc.^(6)Business Services12/13/20171,5647821,4410.16 
Zillow Topco LP^(6)Software6/25/20183133121680.02 
Equity Investments Total$29,838 $35,030 3.85 %
Total investments—non-controlled/non-affiliated$1,575,395 $1,528,400 167.86 %
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (1.5% of fair value)
Direct Travel, Inc.^*(2)(3)(8)(12)Hotel, Gaming & LeisureL + 1.00%, 7.50% PIK9.50%10/14/201610/1/2023$36,839 $36,218 $25,473 2.80 %
Direct Travel Inc.^(2)(3)(12)(13)Hotel, Gaming & LeisureL + 6.00%7.00%10/1/202010/1/20232,1772,1772,1770.24 
First Lien Debt Total$38,395 $27,650 3.04 %
12
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry     Acquisition Date   Shares/ Units Cost 
Fair
Value (5)
 % of Net Assets
USLS Acquisition, Inc. ^ (6) Business Services     11/30/2018   641 $641
 $588
 0.07%
W50 Parent LLC ^ (6) Business Services     1/10/2020   500 500
 500
 0.06
Zenith American Holding, Inc. ^ (6) Business Services     12/13/2017   1,564 782 1,170 0.15
Zillow Topco LP ^ (6) Software     6/25/2018   313 312 245 0.03
Equity Investments Total                 $28,990
 $29,323
 3.67%
                       
Total investments—non-controlled/non-affiliated           $2,007,160
 $1,826,422
 228.7%
Investments—controlled/affiliated   Footnotes Industry 
Reference Rate & Spread(2)
 
Interest
Rate (2)
 Acquisition Date Maturity
Date		 Par/
Principal
Amount		 
Amortized
Cost (6)
 
Fair
Value (5)
 % of Net Assets
First Lien Debt (0.63% of fair value)                
SolAero Technologies Corp. (A1 Term Loan) ^ (2) (3) (8) (10) Telecommunications L + 8.00% (100% PIK) 9.45% 4/12/2019 44,846
 $3,166
 $3,166
 $834
 0.10%
SolAero Technologies Corp. (A2 Term Loan) ^ (2) (3) (8) (10) Telecommunications L + 8.00% (100% PIK) 9.45% 4/12/2019 44,846
 8,707 8,707 2,293 0.29
SolAero Technologies Corp. (Priority Term Loan) ^ (2) (3) (10) (12) Telecommunications L + 6.00% 7.45% 4/12/2019 44,846
 9,594 9,478 9,594 1.20
First Lien Debt Total                 $21,351
 $12,721
 1.59%
Investments—controlled/affiliated   Footnotes Industry     Acquisition Date   Shares/ Units Cost 
Fair
Value (5)
 % of Net Assets
Equity Investments (0.00% of fair value)                
SolAero Technologies Corp. ^ (6) (10) Telecommunications     4/12/2019   3 $2,815
 $—
 —%
Equity Investments Total                 $2,815
 $—
 —%

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net 
Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc.^(6)(12)Hotel, Gaming & Leisure10/1/202043 $— $— — %
Equity Investments Total$— $— — %
Total investments—non-controlled/affiliated$38,395 $27,650 3.04 %
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread(2)
Interest
Rate (2)
Acquisition DateMaturity
Date		Par/
Principal
Amount **
Amortized
Cost (4)
Fair
Value (5)
% of Net Assets
First Lien Debt (0.3% of fair value)
SolAero Technologies Corp. (A1 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/2022$3,166 $3,166 $670 0.07 %
SolAero Technologies Corp. (A2 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/20228,7078,7071,8430.20 
SolAero Technologies Corp. (Priority Facilities)^(2)(3)(10)(13)TelecommunicationsL + 6.00%7.00%4/12/201910/12/20222,4422,4172,4420.27 
First Lien Debt Total$14,290 $4,955 0.54 %
Investments—controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net Assets
Equity Investments (0.0% of fair value)
SolAero Technologies Corp.^(6)(10)Telecommunications4/12/20193$2,815 $— — %
Equity Investments Total$2,815 $— — %
13
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(dollar amounts in thousands)
(unaudited)
Investments—controlled/affiliated  Footnotes Industry Reference Rate & Spread (2) Interest Rate (2) Acquisition Date Maturity Date Par Amount/ LLC Interest Cost 
Fair
Value (7)
 % of Net AssetsInvestments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC Interest **Cost
Fair
Value (5)
% of Net Assets
Investment Fund (9.15% of fair value)        
Investment Funds (15.2% of fair value)Investment Funds (15.2% of fair value)
Middle Market Credit Fund II, LLC, Member's InterestMiddle Market Credit Fund II, LLC, Member's Interest^(7)(10)Investment FundsN/A—%11/3/202012/31/2030$78,122 $78,096 $77,934 8.56 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's InterestMiddle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(7)(10)Investment FundsN/A—%2/29/201612/31/2024216,000 216,001 202,695 22.26 
Middle Market Credit Fund, Mezzanine Loan ^ (2) (7) (9) (10) Investment Fund L + 9.00% 10.97% 6/30/2016 3/22/2021 $—
 $—
 $—
 —%Middle Market Credit Fund, Mezzanine Loan^(2)(7)(9)(10)Investment FundsL + 9.00%9.19%6/30/20165/21/2022—— — — 
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7) (10) Investment Fund N/A 2/29/2016 3/1/2021 216,001 216,001
 185,134
 23.18
Investment Fund Total   $216,001
 $185,134
 23.18%Investment Fund Total$294,097 $280,629 30.82 %
Total investments—controlled/affiliatedTotal investments—controlled/affiliated   $240,167
 $197,855
 24.78%Total investments—controlled/affiliated$311,202 $285,584 31.37 %
        
Total InvestmentsTotal Investments   $2,247,327
 $2,024,277
 253.50%Total Investments$1,924,992 $1,841,634 202.26 %

^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” 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 6,7, Borrowings). Accordingly, such assets are not available to creditors of TCG BDC SPV LLC (the “SPV”) or 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 SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility” and, together with the Credit Facility, the “Facilities”). 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.
* 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 7,8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company or the SPV.Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) 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 March 31, 2020, 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 March 31, 2020, 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”) 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 March 31, 2020. As of March 31, 2020, the reference rates for our variable rate loans were the 30-day LIBOR at 0.99%, the 90-day LIBOR at 1.45% and the 180-day LIBOR at 1.18%.
(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 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, 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 March 31, 2020, the aggregate fair value of these securities is $29,323, or 1.45% 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 March 31, 2020.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
(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 March 31, 2021, 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 March 31, 2021, 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”) 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 March 31, 2021. As of March 31, 2021, the reference rates for our variable rate loans were the 30-day LIBOR at 0.11%, the 90-day LIBOR at 0.19% and the 180-day LIBOR at 0.21%.
(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 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, 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 March 31, 2021, the aggregate fair value of these securities is $35,030, or 3.85% 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 March 31, 2021.
(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
14
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

(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, for more details. Transactions related to investments in controlled affiliates for the three month period ended March 31, 2020, were as follows:
(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, for more details. Transactions related to investments in controlled affiliates for the three month period ended March 31, 2021, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of March 31, 2020 Dividend and Interest IncomeInvestments—controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of March 31, 2021Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan$93,000
 $63,500
 $(156,500) $—
 $—
 $—
 $3,049
Middle Market Credit Fund, LLC, Mezzanine Loan$— $— $— $— $— $— $— 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
111,596
 92,500
 —
 —
 (18,962) 185,134
 3,500
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
205,891 — — — (3,196)202,695 5,000 
Middle Market Credit Fund II LLC, Member's InterestMiddle Market Credit Fund II LLC, Member's Interest77,395 — — — 539 77,934 2,524 
Total investments—controlled/affiliated$204,596
 $156,000
 $(156,500) $—
 $(18,962) $185,134
 $6,549
Total investments—controlled/affiliated$283,286 $— $— $— $(2,657)$280,629 $7,524 
Investments—controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of March 31, 2021Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)$2,640 $— $(18)$— $— $2,622 $56 
SolAero Technologies Corp. (A1 Term Loan)1,214 — — — (544)670 — 
SolAero Technologies Corp. (A2 Term Loan)3,338 — — — (1,495)1,843 — 
Solaero Technology Corp. (Equity)— — — — — — — 
Total investments—controlled/affiliated$7,192 $— $(18)$— $(2,039)$5,135 $56 

(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 as follows: Barnes & Noble, Inc. (1.83%), Southern Graphics, Inc. (1.71%), and Legacy.com Inc. (3.90%). 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 three month period ended March 31, 2021were as follows:
Investments—non-controlled/affiliatedFair Value as of December 31, 2020Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of March 31, 2021Dividend and Interest Income
Direct Travel, Inc.$24,949 $— $(123)$1 $646 $25,473 $— 
Direct Travel, Inc.1,231 946 — — — 2,177 38 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$26,180 $946 $(123)$1 $646 $27,650 $38 





15
Investments—controlled/affiliatedFair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of March 31, 2020 Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)$9,612
 $—
 $(18) $—
 $—
 $9,594
 $202
SolAero Technologies Corp. (A1 Term Loan)3,166
 —
 —
 —
 (2,332) 834
 —
SolAero Technologies Corp. (A2 Term Loan)8,707
 —
 —
 —
 (6,414) 2,293
 —
Solaero Technology Corp. (Equity)826
 —
 —
 —
 (826) —
 —
Total investments—controlled/affiliated$22,311
 $—
 $(18) $—
 $(9,572) $12,721
 $202

(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 as follows: Barnes & Noble, Inc. (1.83%), Dimensional Dental Management, LLC (4.87%), Legacy.com Inc. (3.93%), and Surgical Information Systems, LLC (1.13%). 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)As of March 31, 2020, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
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    
Airnov, Inc.Revolver 0.50% $1,250
 $(37)
American Physician Partners, LLCRevolver 0.50 550
 (17)
AMS Group HoldCo, LLCRevolver 0.50 475
 (9)
Analogic CorporationRevolver 0.50 154
 (8)
Apptio, Inc.Revolver 0.50 2,367
 (129)
BMS Holdings III Corp.Delayed Draw 2.63 3,333
 (154)
Chartis Holdings, LLCDelayed Draw 0.50 6,402
 (193)
Chemical Computing Group ULC (Canada)Revolver 0.50 903
 (28)
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

(13)As of March 31, 2021, 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
Advanced Web Technologies Holding CompanyDelayed Draw1.00%$2,299 $6 
Advanced Web Technologies Holding CompanyRevolver0.50755 2 
American Physician Partners, LLCRevolver0.50550 (16)
AMS Group HoldCo, LLCRevolver0.502,315 (3)
Analogic CorporationRevolver0.50168 (1)
Applied Technical ServicesDelayed Draw1.00132 (1)
Applied Technical ServicesRevolver0.5053 — 
Apptio, Inc.Revolver0.501,420 11 
Captive Resources Midco, LLCRevolver0.502,143 18 
Chartis Holding, LLCDelayed Draw1.004,406 — 
Chartis Holding, LLCRevolver0.502,401 — 
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
CircusTrix Holdings, LLCDelayed Draw1.00287 — 
Comar Holding Company, LLCRevolver0.502,935 — 
Comar Holding Company, LLCDelayed Draw1.002,586 — 
Cority Software Inc.(Canada)Revolver0.503,000 14 
DCA Investment Holding, LLCDelayed Draw1.002,449 (37)
DermaRite Industries, LLCRevolver0.502,234 (78)
Diligent CorporationDelayed Draw1.00141 1 
Diligent CorporationRevolver0.5047 — 
Direct Travel, Inc.Delayed Draw0.502,083 — 
Ethos Veterinary Health LLCDelayed Draw1.002,696 (17)
EvolveIP, LLCDelayed Draw1.003,333 — 
EvolveIP, LLCRevolver0.502,941 — 
FWR Holding CorporationRevolver0.504,444 (340)
Greenhouse Software, Inc.Revolver0.501,471 (33)
Hawkeye AcquisitionCo, LLCDelayed Draw1.004,454 (89)
Hawkeye AcquisitionCo, LLCRevolver0.50557 (11)
Helios Buyer, Inc.Revolver0.50689 (3)
Helios Buyer, Inc.Delayed Draw1.004,672 (20)
Hercules Borrower LLCRevolver0.502,160 (31)
Higginbotham Insurance Agency, Inc.Delayed Draw1.001,098 6 
Individual FoodService Holdings, LLCRevolver0.50607 (8)
Individual FoodService Holdings, LLCDelayed Draw1.00584 (7)
Individual FoodService Holdings, LLCDelayed Draw1.00149 (2)
16
Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair Value
Cobblestone Intermediate Holdco LLCDelayed Draw 1.00% $271
 $(4)
Comar Holding Company, LLCRevolver 0.50 2,201
 (42)
Cority Software Inc. (Canada)Revolver 0.50 3,000
 (60)
DermaRite Industries, LLCRevolver 0.50 393
 (36)
Ethos Veterinary Health LLCDelayed Draw 1.00 2,696
 (110)
EvolveIP, LLCDelayed Draw 1.00 3,922
 (93)
EvolveIP, LLCRevolver 0.50 2,353
 (56)
FWR Holding CorporationRevolver 0.50 1,444
 (116)
iCIMS, Inc.Revolver 0.50 1,252
 (58)
Individual FoodService Holdings, LLCDelayed Draw 1.00 745
 (24)
Individual FoodService Holdings, LLCRevolver 0.50 400
 (13)
Integrity Marketing Acquisition, LLCDelayed Draw 1.00 4,289
 (242)
K2 Insurance Services, LLCDelayed Draw 1.00 5,344
 (113)
K2 Insurance Services, LLCRevolver 0.50 1,145
 (24)
Kaseya Inc.Delayed Draw 0.75 2,800
 (149)
Kaseya Inc.Revolver 0.50 15
 (1)
Lifelong Learner Holdings, LLCDelayed Draw — 2,878
 (191)
Lifelong Learner Holdings, LLCRevolver 0.50 422
 (28)
Liqui-Box Holdings, Inc.Revolver 0.50 351
 (18)
Mailgun Technologies, Inc.Revolver 0.50 1,342
 (47)
National Carwash Solutions, Inc.Delayed Draw 1.00 1,111
 (28)
National Carwash Solutions, Inc.Revolver 0.50 5
 —
National Technical Systems, Inc.Revolver 0.50 19
 —
Northland Telecommunications CorporationRevolver 0.50 2,199
 (78)
PF Growth Partners, LLCDelayed Draw 1.00 823
 (49)
PPC Flexible Packaging, LLCRevolver 0.50 489
 (12)
PricewaterhouseCoopers Public Sector LLPRevolver 0.50 4,250
 (181)
QW Holding Corporation (Quala)Delayed Draw 1.00 600
 (14)
RSC Acquisition, Inc.Delayed Draw 1.00 6,593
 (338)
RSC Acquisition, Inc.Revolver 0.50 608
 (31)
Sapphire Convention, Inc. (Smart City)Revolver 0.50 2,264
 (79)
Smile Doctors, LLCDelayed Draw 1.00 813
 (30)
Smile Doctors, LLCRevolver 0.50 1
 —
SolAero Technologies Corp. (Priority Term Loan)Revolver 0.50 1,526
 —
SPay, Inc.Revolver 0.50 682
 (159)
Superior Health Linens, LLCRevolver 0.50 693
 (30)
T2 Systems, Inc.Revolver 0.50 2,346
 (21)
Tank Holding Corp.Revolver 0.50 2
 —
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
K2 Insurance Services, LLCRevolver0.502,290 3 
K2 Insurance Services, LLCDelayed Draw1.001,571 2 
Kaseya, Inc.Delayed Draw1.001,111 — 
Kaseya, Inc.Revolver0.50787 — 
Lifelong Learner Holdings, LLCDelayed Draw1.001,690 (115)
Lifelong Learner Holdings, LLCRevolver0.501,377 (94)
Liqui-Box Holdings, Inc.Revolver0.50912 (79)
Mailgun Technologies, Inc.Revolver0.501,342 (12)
National Technical Systems, Inc.Revolver0.50836 — 
NMI AcquisitionCo, Inc.Revolver0.501,280 5 
Paramit CorporationDelayed Draw1.002,931 — 
PF Growth Partners, LLCDelayed Draw1.00823 (44)
PPC Flexible Packaging, LLCRevolver0.50685 — 
PricewaterhouseCoopers Public Sector LLPRevolver0.506,250 (19)
Redwood Services Group, LLCDelayed Draw3.632,992 23 
RSC Acquisition, Inc.Revolver0.50462 2 
Sapphire Convention, Inc.Revolver0.503,089 (460)
Smile Doctors, LLCRevolver0.50707 — 
SolAero Technologies Corp. (Priority Facilities)Revolver0.50984 — 
SolAero Technologies Corp. (Priority Facilities)Revolver0.501,084 — 
SPay, Inc.Revolver0.50648 (100)
Speedstar Holding, LLCDelayed Draw1.003,775 (76)
Superior Health Linens, LLCRevolver0.501,667 (2)
T2 Systems, Inc.Revolver0.502,933 — 
TCFI Aevex LLCDelayed Draw1.001,787 (3)
The Leaders Romans Bidco Limited (United Kingdom)Delayed Draw1.00£2,111 252 
Trump Card, LLCRevolver0.50477 (6)
TSB Purchaser, Inc.Revolver0.501,891 (9)
Turbo Buyer, Inc.Revolver0.502,151 22 
US INFRA SVCS Buyer, LLCRevolver0.502,275 (29)
US INFRA SVCS Buyer, LLCDelayed Draw1.0025,328 (327)
USLS Acquisition, Inc.Revolver0.501,418 (79)
VRC Companies, LLCRevolver0.501,646 (33)
Westfall Technik, Inc.Revolver0.50431 (19)
YLG Holdings, Inc.Delayed Draw1.00368 (2)
Zemax Software Holdings, LLCRevolver0.50642 (10)
Zenith Merger Sub, Inc.Revolver0.502,120 (3)
Total unfunded commitments$149,152 $(1,891)
Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair Value
TCFI Aevex LLCDelayed Draw 1.00% $1,722
 $(34)
TSB Purchaser, Inc. (Teaching Strategies, LLC)Revolver 0.50 1,342
 (34)
Turbo Buyer, Inc. (Portfolio Holdings, Inc.)Delayed Draw 1.00 4,904
 (123)
USLS Acquisition, Inc.Revolver 0.50 76
 (3)
VRC Companies, LLCDelayed Draw 0.75 612
 (13)
Westfall Technik, Inc.Delayed Draw 1.00 12,190
 (848)
Zemax Software Holdings, LLCRevolver 0.50 642
 (15)
Zenith American Holding, Inc.Delayed Draw 1.00 3,189
 (83)
Zenith American Holding, Inc.Revolver 0.50 1,590
 (41)
Total unfunded commitments    $103,988
 $(4,244)
As of March 31, 2020, investments at fair value consisted of the following:
17
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt (excluding First Lien/Last Out) $1,597,780
 $1,478,357
 73.02%
First Lien/Last Out Unitranche 93,178
 56,408
 2.79
Second Lien Debt 308,563
 275,055
 13.59
Equity Investments 31,805
 29,323
 1.45
Investment Fund 216,001
 185,134
 9.15
Total $2,247,327
 $2,024,277
 100.00%

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

As of March 31, 2021, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,226,793 $1,164,592 63.2 %
First Lien/Last Out Debt63,401 62,061 3.4 
Second Lien Debt308,048 299,322 16.3 
Equity Investments32,653 35,030 1.9 
Investment Funds294,097 280,629 15.2 
Total$1,924,992 $1,841,634 100.0 %
The rate type of debt investments at fair value as of March 31, 20202021 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,585,111 $1,512,303 99.1 %
Fixed Rate13,131 13,672 0.9 
Total$1,598,242 $1,525,975 100.0 %
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $1,984,726
 $1,795,780
 99.22%
Fixed Rate 14,795
 14,040
 0.78
Total $1,999,521
 $1,809,820
 100.00%

The industry composition of investments at fair value as of March 31, 20202021 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$115,239 $107,554 5.9 %
Automotive68,877 70,672 3.9 
Banking, Finance, Insurance & Real Estate90,131 96,194 5.2 
Beverage, Food & Tobacco80,179 76,110 4.1 
Business Services132,101 130,782 7.1 
Capital Equipment47,485 49,275 2.7 
Chemicals, Plastics & Rubber27,408 26,389 1.4 
Construction & Building1,559 1,578 0.1 
Consumer Services35,944 35,810 1.9 
Containers, Packaging & Glass61,903 63,481 3.4 
Durable Consumer Goods4,598 5,571 0.3 
Energy: Oil & Gas40,745 41,889 2.3 
Environmental Industries64,336 62,864 3.4 
Healthcare & Pharmaceuticals157,771 128,463 7.0 
High Tech Industries178,525 178,816 9.7 
Hotel, Gaming & Leisure102,603 84,643 4.6 
Investment Funds294,097 280,629 15.2 
Media: Advertising, Printing & Publishing37,111 37,201 2.0 
18
IndustryAmortized Cost Fair Value % of Fair Value
Aerospace & Defense$147,012
 $123,170
 6.08%
Automotive40,713
 40,553
 2.00
Banking, Finance, Insurance & Real Estate121,706
 117,928
 5.83
Beverage, Food & Tobacco104,517
 97,745
 4.83
Business Services182,139
 177,206
 8.75
Capital Equipment46,795
 43,918
 2.17
Chemicals, Plastics & Rubber27,824
 25,520
 1.26
Construction & Building13,659
 13,302
 0.66
Consumer Services29,197
 18,867
 0.93
Containers, Packaging & Glass67,994
 66,915
 3.31
Durable Consumer Goods10,898
 11,150
 0.55
Energy: Electricity19,347
 14,066
 0.69
Energy: Oil & Gas38,878
 37,833
 1.87
Environmental Industries42,969
 42,423
 2.10
Healthcare & Pharmaceuticals209,179
 138,427
 6.84
High Tech Industries221,288
 212,912
 10.52
Hotel, Gaming & Leisure96,954
 84,664
 4.18
Investment Fund216,001
 185,134
 9.15
Media: Advertising, Printing & Publishing36,777
 36,468
 1.80
Media: Broadcasting & Subscription46,601
 45,510
 2.25
Non-durable Consumer Goods1,500
 2,800
 0.14
Retail24,002
 22,090
 1.09
Software230,281
 223,406
 11.03
Sovereign & Public Finance38,232
 35,367
 1.75
Telecommunications122,050
 104,135
 5.14
Transportation: Cargo40,437
 40,062
 1.98
Transportation: Consumer35,373
 35,632
 1.76
Wholesale35,004
 27,074
 1.34
Total$2,247,327
 $2,024,277
 100.00%
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 20202021
(dollar amounts in thousands)
(unaudited)

IndustryAmortized CostFair Value% of Fair Value
Media: Diversified & Production19,652 19,652 1.1 
Non-durable Consumer Goods1,500 1,557 0.1 
Retail34,393 33,893 1.8 
Software113,442 112,010 6.1 
Sovereign & Public Finance13,690 14,129 0.8 
Telecommunications116,975 97,533 5.3 
Transportation: Cargo29,709 29,818 1.6 
Transportation: Consumer26,877 27,212 1.5 
Wholesale28,142 27,909 1.5 
$1,924,992 $1,841,634 100.0 %
The geographical composition of investments at fair value as of March 31, 20202021 was as follows:
GeographyAmortized CostFair Value% of Fair Value
Canada$34,904 $35,537 1.9 %
Cyprus6,185 6,680 0.4 
Luxembourg32,037 29,620 1.6 
United Kingdom91,549 95,665 5.2 
United States1,760,317 1,674,132 90.9 
Total$1,924,992 $1,841,634 100.0 %
GeographyAmortized Cost Fair Value % of Fair Value
Canada$46,112
 $45,734
 2.26%
Cyprus4,778
 4,571
 0.23
Jamaica210
 134
 0.01
Luxembourg36,589
 35,104
 1.73
United Kingdom93,326
 87,272
 4.31
United States2,066,312
 1,851,462
 91.46
Total$2,247,327
 $2,024,277
 100.00%



The accompanying notes are an integral part of these consolidated financial statements.
19
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 20192020
(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
First Lien Debt (65.2% of fair value)
Advanced Web Technologies Holding Company^(2)(3)(13)Containers, Packaging & GlassL + 6.00%7.00%12/17/202012/17/2026$6,042 $5,859 $5,858 0.65 %
Airnov, Inc.^*(2)(3)(13)Containers, Packaging & GlassL + 5.25%6.25%12/20/201912/19/202511,216 11,057 11,221 1.24 
Alpha Packaging Holdings, Inc.*(2)(3)Containers, Packaging & GlassL + 6.00%7.00%6/26/201511/12/20212,784 2,784 2,784 0.31 
Alpine SG, LLC*(2)(3)High Tech IndustriesL + 5.75%6.75%2/2/201811/16/202210,890 10,835 10,808 1.20 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 8.50%9.50%7/24/202011/16/20221,618 1,578 1,612 0.18 
Alpine SG, LLC^*(2)(3)High Tech IndustriesL + 6.50%7.50%11/2/202011/16/202210,750 10,452 10,698 1.19 
American Physician Partners, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 6.75%7.75%1/7/201912/21/202128,848 28,715 27,295 3.03 
AMS Group HoldCo, LLC^(2)(3)(13)Transportation: CargoL + 6.50%7.50%9/29/20179/29/202322,252 22,004 21,945 2.43 
Analogic Corporation*(2)(3)(13)Capital EquipmentL + 5.25%6.25%6/22/20186/22/20242,361 2,332 2,361 0.26 
Anchor Hocking, LLC^(2)(3)Durable Consumer GoodsL + 11.75%12.75%1/25/20191/25/20249,758 9,547 9,358 1.04 
Applied Technical Services, LLC^(2)(3)(13)Business ServicesL + 5.75%6.75%12/29/202012/29/2026395 382 382 0.04 
Apptio, Inc.^(2)(3)(13)SoftwareL + 7.25%8.25%1/10/20191/10/20255,184 5,073 5,297 0.59 
At Home Holding III, Inc.^(2)(3)(7)RetailL + 9.00%10.00%6/12/20207/27/2022875 858 870 0.10 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^*(2)(3)(7)SoftwareL + 5.75%6.75%12/24/201912/24/202632,819 32,093 29,970 3.32 
Avenu Holdings, LLC^*(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/20189/28/202437,276 36,883 37,276 4.14 
Barnes & Noble, Inc.^(2)(3)(11)RetailL + 5.50%6.50%8/7/20198/7/202416,744 16,426 15,808 1.75 
BlueCat Networks, Inc. (Canada)*(2)(3)(7)High Tech IndustriesL + 6.25%7.25%10/30/202010/30/202611,468 11,243 11,239 1.25 
BMS Holdings III Corp.*(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20199/30/20261,596 1,554 1,578 0.18 
Captive Resources Midco, LLC^*(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%6/30/20155/31/202510,525 10,370 10,611 1.18 
Central Security Group, Inc.^*(2)(3)Consumer ServicesL + 6.00%7.00%10/16/202010/16/20259,278 9,278 7,930 0.88 
Chartis Holding, LLC^*(2)(3)(13)Business ServicesL + 5.50%6.50%5/1/20195/1/202516,266 15,969 16,275 1.81 
Chemical Computing Group ULC (Canada)^*(2)(3)(7)(13)SoftwareL + 5.00%6.00%8/30/20188/30/2023471 469 471 0.05 
CircusTrix Holdings, LLC^*(2)(3)Hotel, Gaming & LeisureL + 6.75% (100% PIK)7.75%2/2/201812/6/202110,023 9,987 8,093 0.90 
Cobblestone Intermediate Holdco LLC^(2)(3)(13)Consumer ServicesL + 4.75%5.75%1/29/20201/29/2026720 713 723 0.08 
Comar Holding Company, LLC^*(2)(3)(13)Containers, Packaging & GlassL + 5.50%6.50%6/18/20186/18/202422,037 21,636 22,147 2.46 
Cority Software Inc. (Canada)^*(2)(3)(7)(13)SoftwareL + 5.25%6.25%7/2/20197/2/202610,622 10,401 10,718 1.19 
Cority Software Inc. (Canada)^(2)(3)(7)SoftwareL + 7.25%8.25%9/3/20207/2/20261,898 1,843 1,935 0.21 
Derm Growth Partners III, LLC^(2)(3)(8)Healthcare & PharmaceuticalsL + 6.25% (100% PIK)7.25%5/31/20165/31/202256,320 56,046 28,212 3.13 
DermaRite Industries, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 7.00%8.00%3/3/20173/3/202218,862 18,776 18,656 2.07 
Designer Brands Inc.^(2)(3)(7)RetailL + 8.50%9.75%8/7/20208/7/202517,955 17,534 17,811 1.98 
20
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value(5)
 % of Net Assets
First Lien Debt (77.29%)                      
Aero Operating, LLC (Dejana Industries, Inc.) ^+* (2) (3) (13) Business Services L + 7.25% 9.16% 1/5/2018 12/29/2022 $3,517
 $3,491
 $3,449
 0.36%
Airnov, Inc. ^ (2) (3) (13) Containers, Packaging & Glass L + 5.25% 7.16% 12/20/2019 12/19/2025 12,813
 12,602
 12,601
 1.32
Alpha Packaging Holdings, Inc. +* (2) (3) Containers, Packaging & Glass L + 4.25% 6.35% 6/26/2015 5/12/2020 2,836
 2,836
 2,822
 0.30
Alpine SG, LLC ^* (2) (3) High Tech Industries L + 6.50% 8.43% 2/2/2018 11/16/2022 15,301
 15,187
 15,244
 1.59
American Physician Partners, LLC ^+* (2) (3) (13) Healthcare & Pharmaceuticals L + 6.50% 8.58% 1/7/2019 12/21/2021 38,235
 37,868
 38,110
 3.98
AMS Group HoldCo, LLC ^+* (2) (3) (13) Transportation: Cargo L + 6.00% 8.07% 9/29/2017 9/29/2023 30,808
 30,361
 30,457
 3.18
Analogic Corporation ^+* (2) (3) (13) Healthcare & Pharmaceuticals L + 6.00% 7.70% 6/22/2018 6/22/2024 34,784
 34,190
 34,784
 3.64
Anchor Hocking, LLC ^ (2) (3) Durable Consumer Goods L + 8.75% 10.66% 1/25/2019 1/25/2024 10,707
 10,410
 10,359
 1.08
Apptio, Inc. ^ (2) (3) (13) Software L + 7.25% 8.96% 1/10/2019 1/10/2025 35,541
 34,874
 35,237
 3.68
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2) (3) (7) Software L + 6.00% 7.93% 12/24/2019 12/24/2026 37,500
 36,563
 36,563
 3.82
Avenu Holdings, LLC +* (2) (3) Sovereign & Public Finance L + 5.25% 7.35% 9/28/2018 9/28/2024 38,665
 38,125
 37,227
 3.89
Barnes & Noble, Inc. ^ (2) (3) (11) Retail L + 5.50% 9.07% 8/7/2019 8/7/2024 17,637
 17,225
 17,196
 1.80
BMS Holdings III Corp. ^* (2) (3) (13) Construction & Building L + 5.25% 7.35% 9/30/2019 9/30/2026 11,638
 11,274
 11,591
 1.21
Brooks Equipment Company, LLC +* (2) (3) Construction & Building L + 5.00% 6.91% 6/26/2015 8/29/2020 2,443
 2,439
 2,441
 0.26
Capstone Logistics Acquisition, Inc. +* (2) (3) Transportation: Cargo L + 4.50% 6.20% 6/26/2015 10/7/2021 3,976
 3,962
 3,894
 0.41
Captive Resources Midco, LLC ^* (2) (3) (13) Banking, Finance, Insurance & Real Estate L + 6.00% 8.18% 6/30/2015 5/31/2025 30,301
 29,814
 30,158
 3.15
Central Security Group, Inc. +* (2) (3) Consumer Services L + 5.63% 7.33% 6/26/2015 10/6/2021 22,634
 22,531
 19,466
 2.04
Chartis Holding, LLC ^ (2) (3) (13) Business Services L + 5.25% 7.28% 5/1/2019 5/1/2025 15,926
 15,538
 15,723
 1.64
Chemical Computing Group ULC (Canada) ^* (2) (3) (7) (13) Software L + 5.25% 6.95% 8/30/2018 8/30/2023 14,674
 14,567
 14,539
 1.52
CircusTrix Holdings, LLC ^+* (2) (3) Hotel, Gaming & Leisure L + 5.50% 7.20% 2/2/2018 12/6/2021 9,397
 9,342
 9,242
 0.97
Comar Holding Company, LLC ^+* (2) (3) (13) Containers, Packaging & Glass L + 5.25% 6.96% 6/18/2018 6/18/2024 27,783
 27,254
 27,101
 2.83
Cority Software Inc. (Canada) ^ (2) (3) (7) (13) Software L + 5.50% 7.57% 7/2/2019 7/2/2026 27,000
 26,435
 26,400
 2.76
Dent Wizard International Corporation + (2) (3) Automotive L + 4.00% 5.70% 4/28/2015 4/7/2022 877
 877
 873
 0.09
Derm Growth Partners III, LLC (Dermatology Associates) ^ (2) (3) (9) Healthcare & Pharmaceuticals L + 6.25% (100% PIK) 8.16% 5/31/2016 5/31/2022 56,310
 56,026
 39,716
 4.15
DermaRite Industries, LLC ^* (2) (3) (13) Healthcare & Pharmaceuticals L + 7.00% 8.70% 3/3/2017 3/3/2022 22,647
 22,481
 21,690
 2.27
Digicel Limited (Jamaica) ^ (7) Telecommunications 6.00% 6.00% 7/23/2019 4/15/2021 250
 202
 195
 0.02
Dimensional Dental Management, LLC ^ (2) (3) (11) (13) Healthcare & Pharmaceuticals L + 5.75% 10.00% 2/12/2016 2/12/2021 1,224
 1,199
 1,224
 0.13
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Diligent Corporation^(2)(3)(13)TelecommunicationsL + 6.25%7.25%8/4/20208/4/2025$579 $561 $588 0.07 %
DTI Holdco, Inc.*(2)(3)High Tech IndustriesL + 4.75%5.75%12/18/20189/30/20231,954 1,876 1,741 0.19 
Emergency Communications Network, LLC^*(2)(3)TelecommunicationsL + 2.625%, 5.125% PIK8.75%6/1/20176/1/202324,370 24,269 21,349 2.37 
Ensono, LP*(2)(3)TelecommunicationsL + 5.25%5.40%4/30/20186/27/20252,158 2,142 2,142 0.24 
Ensono, LP^*(2)(3)TelecommunicationsL + 5.75%5.90%6/25/20206/27/202518,131 18,008 17,995 2.00 
Ethos Veterinary Health LLC^(2)(3)(13)Consumer ServicesL + 4.75%4.90%5/17/20195/15/20262,612 2,570 2,540 0.28 
EvolveIP, LLC^(2)(3)(13)TelecommunicationsL + 5.75%6.75%11/26/20196/7/202325,864 25,806 25,828 2.87 
Frontline Technologies Holdings, LLC*(2)(3)SoftwareL + 5.75%6.75%9/18/20179/18/20233,099 3,081 3,037 0.34 
FWR Holding Corporation^*(2)(3)(13)Beverage, Food & TobaccoL + 5.50%, 1.50% PIK8.00%8/21/20178/21/202334,555 34,175 31,216 3.46 
Helios Buyer, Inc.^(2)(3)(13)Consumer ServicesL + 6.00%7.00%12/15/202012/15/20268,749 8,456 8,454 0.94 
Hercules Borrower LLC^(2)(3)(13)Environmental IndustriesL + 6.50%7.50%12/14/202012/14/202618,592 18,077 18,073 2.01 
Higginbotham Insurance Agency, Inc.^(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.75%6.50%11/25/202011/25/20263,902 3,828 3,827 0.42 
iCIMS, Inc.^(2)(3)SoftwareL + 6.50%7.50%9/12/20189/12/20241,670 1,646 1,666 0.18 
Individual FoodService Holdings, LLC^(2)(3)(13)WholesaleL + 6.25%7.25%2/21/202011/22/20253,883 3,797 3,759 0.42 
Individual FoodService Holdings, LLC^(2)(3)(13)WholesaleL + 6.25%7.25%12/31/202011/22/20252,197 2,134 2,134 0.24 
Innovative Business Services, LLC^*(2)(3)High Tech IndustriesL + 5.50%6.50%4/5/20184/5/202313,779 13,523 13,484 1.50 
Integrity Marketing Acquisition, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%1/15/20208/27/20254,970 4,907 5,011 0.56 
K2 Insurance Services, LLC^*(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/3/20197/1/202418,651 18,323 18,653 2.07 
Kaseya, Inc.^(2)(3)(13)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/3/20195/2/202514,871 14,610 14,940 1.66 
Legacy.com, Inc.^(2)(3)(11)High Tech IndustriesL + 6.00%7.00%3/20/20173/20/202317,066 16,886 16,055 1.78 
Lifelong Learner Holdings, LLC^*(2)(3)(13)Business ServicesL + 5.75%6.75%10/18/201910/18/202623,814 23,355 21,580 2.39 
Liqui-Box Holdings, Inc.^(2)(3)(13)Containers, Packaging & GlassL + 4.50%5.50%6/3/20196/3/20241,368 1,346 1,112 0.12 
Mailgun Technologies, Inc.^(2)(3)(13)High Tech IndustriesL + 5.00%6.00%3/26/20193/26/20253,256 3,185 3,175 0.35 
National Technical Systems, Inc.^(2)(3)(13)Aerospace & DefenseL + 5.50%6.50%10/28/20206/12/20231,175 1,150 1,160 0.13 
NES Global Talent Finance US, LLC (United Kingdom)*(2)(3)(7)Energy: Oil & GasL + 5.50%6.50%5/9/20185/11/20239,789 9,697 8,859 0.98 
NMI AcquisitionCo, Inc.^*(2)(3)(13)High Tech IndustriesL + 5.00%6.00%9/6/20179/6/202240,756 40,442 40,336 4.48 
Paramit Corporation*(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20195/3/20255,213 5,174 5,109 0.57 
Paramit Corporation^(2)(3)(13)Capital EquipmentL + 5.25%6.25%11/24/20205/3/20253,029 2,912 2,909 0.32 
Park Place Technologies, LLC^(2)(3)High Tech IndustriesL + 5.00%6.00%11/19/202011/19/202720,000 19,211 19,150 2.12 
21
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value(5)
 % of Net Assets
Dimensional Dental Management, LLC ^ (2) (3) (9) (11) Healthcare & Pharmaceuticals L + 5.75% 8.66% 2/12/2016 7/22/2020 $33,674
 $33,301
 $—
 —%
Direct Travel, Inc. ^+* (2) (3) Hotel, Gaming & Leisure L + 6.50% 8.41% 10/14/2016 12/1/2021 36,805
 36,515
 36,757
 3.84
DTI Holdco, Inc. * (2) (3) High Tech Industries L + 4.75% 6.68% 12/18/2018 9/30/2023 1,974
 1,871
 1,841
 0.19
Emergency Communications Network, LLC ^+* (2) (3) Telecommunications L + 6.25% 8.14% 6/1/2017 6/1/2023 24,375
 24,233
 22,323
 2.33
Ensono, LP * (2) (3) Telecommunications L + 5.25% 6.95% 4/30/2018 6/27/2025 8,537
 8,452
 8,537
 0.89
Ethos Veterinary Health LLC ^+ (2) (3) (13) Consumer Services L + 4.75% 6.45% 5/17/2019 5/15/2026 10,869
 10,744
 10,807
 1.13
EvolveIP, LLC ^+* (2) (3) Telecommunications L + 5.75% 7.45% 11/26/2019 6/7/2023 34,420
 33,923
 34,420
 3.60
Frontline Technologies Holdings, LLC ^* (2) (3) Software L + 5.75% 7.85% 9/18/2017 9/18/2023 48,242
 47,949
 48,705
 5.09
FWR Holding Corporation ^+* (2) (3) (13) Beverage, Food & Tobacco L + 5.50% 7.29% 8/21/2017 8/21/2023 48,630
 47,950
 48,393
 5.06
Green Energy Partners/Stonewall, LLC +* (2) (3) Energy: Electricity L + 5.50% 7.60% 6/26/2015 11/10/2021 19,550
 19,374
 18,034
 1.89
GRO Sub Holdco, LLC (Grand Rapids) ^+* (2) (3) (13) Healthcare & Pharmaceuticals L + 6.00% 8.10% 2/28/2018 2/22/2023 6,465
 6,380
 6,085
 0.64
Hummel Station, LLC +* (2) (3) Energy: Electricity L + 6.00% 7.70% 2/3/2016 10/27/2022 14,641
 14,169
 12,896
 1.35
Hydrofarm, LLC ^ (2) (3) Wholesale L+10.00% (30% Cash / 70% PIK) 11.91% 5/15/2017 5/12/2022 21,556
 21,254
 13,647
 1.43
iCIMS, Inc. ^ (2) (3) (13) Software L + 6.50% 8.29% 9/12/2018 9/12/2024 23,930
 23,507
 23,927
 2.50
Innovative Business Services, LLC ^* (2) (3) (13) High Tech Industries L + 5.50% 7.53% 4/5/2018 4/5/2023 16,143
 15,782
 15,880
 1.66
K2 Insurance Services, LLC ^+* (2) (3) (13) Banking, Finance, Insurance & Real Estate L + 5.00% 7.19% 7/3/2019 7/1/2024 22,027
 21,487
 22,062
 2.31
Kaseya Inc. ^ (2) (3) (13) High Tech Industries L + 5.50%, 1.00% PIK 8.41% 5/3/2019 5/2/2025 19,545
 19,145
 19,590
 2.05
Legacy.com, Inc. ^ (2) (3) (11) High Tech Industries L + 9.98% 11.77% 3/20/2017 3/20/2023 17,080
 16,832
 16,325
 1.71
Lifelong Learner Holdings, LLC ^* (2) (3) (13) Business Services L + 5.75% 7.51% 10/18/2019 10/18/2026 23,523
 22,971
 23,240
 2.43
Liqui-Box Holdings, Inc. ^ (2) (3) (13) Containers, Packaging & Glass L + 4.50% 6.41% 6/3/2019 6/3/2024 —
 (26) (37) —
Mailgun Technologies, Inc. ^ (2) (3) (13) High Tech Industries L + 5.00% 7.10% 3/26/2019 3/26/2025 11,853
 11,607
 11,655
 1.22
National Carwash Solutions, Inc. ^+ (2) (3) (13) Automotive L + 6.00% 7.69% 8/7/2018 4/28/2023 9,511
 9,342
 9,428
 0.99
National Technical Systems, Inc. ^+* (2) (3) (13) Aerospace & Defense L + 6.25% 7.94% 6/26/2015 6/12/2021 27,950
 27,801
 27,920
 2.92
NES Global Talent Finance US, LLC (United Kingdom) +* (2) (3) (7) Energy: Oil & Gas L + 5.50% 7.43% 5/9/2018 5/11/2023 9,890
 9,762
 9,763
 1.02
Nexus Technologies, LLC * (2) (3) High Tech Industries L + 5.50%, 1.50% PIK 8.91% 12/11/2018 12/5/2023 6,172
 6,119
 5,621
 0.59
NMI AcquisitionCo, Inc. ^+* (2) (3) (13) High Tech Industries L + 5.75% 7.45% 9/6/2017 9/6/2022 50,067
 49,471
 49,888
 5.22
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & 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)Hotel, Gaming & LeisureL + 7.00%8.00%7/1/20197/11/2025$7,294 $7,198 $6,778 0.75 %
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%5/1/20155/12/202214,693 14,664 13,001 1.44 
Plano Molding Company, LLC^(2)(3)Hotel, Gaming & LeisureL + 7.50%, 1.50% PIK10.00%8/7/20205/12/20221,081 1,073 1,081 0.12 
PPC Flexible Packaging, LLC^*(2)(3)(13)Containers, Packaging & GlassL + 6.00%7.00%11/23/201811/23/202411,338 11,234 11,300 1.25 
PPT Management Holdings, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%, 2.50% PIK9.50%12/15/201612/16/202227,896 27,817 22,798 2.53 
PricewaterhouseCoopers Public Sector LLP^(2)(3)(13)Aerospace & DefenseL + 3.25%3.49%5/1/20185/1/2023— (74)(32)— 
Product Quest Manufacturing, LLC^(2)(3)(8)Containers, Packaging & GlassL + 6.75%10.00%9/21/20173/31/2021840 840 423 0.05 
Propel Insurance Agency, LLC(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/20186/1/20242,339 2,327 2,316 0.26 
QW Holding Corporation^*(2)(3)(13)Environmental IndustriesL + 6.25%7.25%8/31/20168/31/202243,119 42,771 40,990 4.55 
Redwood Services Group, LLC*(2)(3)High Tech IndustriesL + 6.00%7.00%11/13/20186/6/20235,043 5,017 5,030 0.56 
Redwood Services Group, LLC*(2)(3)High Tech IndustriesL + 8.50%9.50%8/14/20206/6/20233,474 3,378 3,494 0.39 
Redwood Services Group, LLC^*(2)(3)(13)High Tech IndustriesL + 7.25%8.25%10/19/20206/6/202312,957 12,628 13,024 1.44 
Regency Entertainment, Inc.^(2)(3)Media: Diversified & ProductionL + 6.75%7.75%5/22/202010/22/202520,000 19,636 19,600 2.17 
Reladyne, Inc.*(2)(3)WholesaleL + 5.00%6.00%8/21/20207/22/202210,100 10,017 10,146 1.13 
Riveron Acquisition Holdings, Inc.*(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20195/22/202511,517 11,341 11,595 1.29 
RSC Acquisition, Inc.^(2)(3)(13)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/201911/1/202610,711 10,534 10,824 1.20 
Sapphire Convention, Inc.^*(2)(3)(13)TelecommunicationsL + 6.25%7.25%11/20/201811/20/202528,812 28,342 24,000 2.66 
Smile Doctors, LLC^*(2)(3)(13)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/201710/6/202216,930 16,872 16,577 1.84 
Southern Graphics, Inc.^(2)(3)(11)Media: Advertising, Printing & PublishingL + 6.50%7.50%10/30/202010/23/20239,959 9,769 9,849 1.09 
Sovos Brands Intermediate, Inc.*(2)(3)Beverage, Food & TobaccoL + 4.75%4.96%11/16/201811/20/202517,498 17,360 17,348 1.92 
SPay, Inc.^*(2)(3)(13)Hotel, Gaming & LeisureL + 5.75%, 2.00% PIK8.75%6/15/20186/17/202421,365 21,099 17,318 1.92 
Superior Health Linens, LLC^*(2)(3)(13)Business ServicesL + 6.50%7.50%9/30/20169/30/202113,155 13,116 13,079 1.45 
T2 Systems, Inc.^*(2)(3)(13)Transportation: ConsumerL + 6.75%7.75%9/28/20169/28/202226,605 26,356 26,605 2.95 
Tank Holding Corp.^(2)(3)(13)Capital EquipmentL + 3.50%3.74%3/26/20193/26/2024— — (1)— 
TCFI Aevex LLC^*(2)(3)(13)Aerospace & DefenseL + 6.00%7.00%3/18/20203/18/20269,693 9,503 9,650 1.07 
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B^(2)(3)(7)Banking, Finance, Insurance & Real EstateL + 6.50%, 3.00% PIK10.25%7/23/20196/30/2024£20,740 25,406 28,078 3.12 
22
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value(5)
 % of Net Assets
Northland Telecommunications Corporation ^* (2) (3) (13) Media: Broadcast & Subscription L + 5.75% 7.46% 10/1/2018 10/1/2025 $46,603
 $45,916
 $46,529
 4.86%
Paramit Corporation +* (2) (3) Capital Equipment L + 4.50% 6.22% 5/3/2019 5/3/2025 6,298
 6,241
 6,268
 0.66
PF Growth Partners, LLC ^+* (2) (3) (13) Hotel, Gaming & Leisure L + 5.00% 6.70% 7/1/2019 7/11/2025 7,161
 7,045
 7,135
 0.75
Plano Molding Company, LLC ^ (2) (3) Hotel, Gaming & Leisure L + 7.50% 9.20% 5/1/2015 5/12/2021 14,752
 14,645
 14,085
 1.47
PPC Flexible Packaging, LLC +* (2) (3) (13) Containers, Packaging & Glass L + 5.50% 7.19% 11/23/2018 11/23/2024 13,591
 13,404
 13,464
 1.41
PPT Management Holdings, LLC ^ (2) (3) Healthcare & Pharmaceuticals L + 6.00%, 0.75% PIK 8.66% 12/15/2016 12/16/2022 27,744
 27,627
 23,155
 2.42
Pretium Packaging, LLC ^ (2) (3) Containers, Packaging & Glass L + 5.00% 6.91% 8/15/2019 11/14/2023 7,700
 7,631
 7,700
 0.81
PricewaterhouseCoopers Public Sector LLP ^ (2) (3) (13) Aerospace & Defense L + 3.25% 5.16% 5/1/2018 5/1/2023 —
 (105) (46) —
Product Quest Manufacturing, LLC ^ (2) (3) (9) Containers, Packaging & Glass L + 6.75% 5.75% 9/21/2017 3/31/2020 840
 840
 840
 0.09
Propel Insurance Agency, LLC ^ (2) (3) Banking, Finance, Insurance & Real Estate L + 4.25% 6.35% 6/1/2018 6/1/2024 2,363
 2,347
 2,353
 0.25
QW Holding Corporation (Quala) ^+* (2) (3) (13) Environmental Industries L + 5.75% 7.73% 8/31/2016 8/31/2022 43,358
 42,802
 43,106
 4.51
Redwood Services Group, LLC ^ (2) (3) High Tech Industries L + 6.00% 7.91% 11/13/2018 6/6/2023 8,427
 8,363
 8,342
 0.87
Riveron Acquisition Holdings, Inc. ^+* (2) (3) Banking, Finance, Insurance & Real Estate L + 6.00% 7.91% 5/22/2019 5/22/2025 19,968
 19,605
 19,587
 2.05
RSC Acquisition, Inc. ^ (2) (3) (13) Banking, Finance, Insurance & Real Estate L + 5.50% 7.41% 11/1/2019 11/1/2026 11,594
 11,222
 11,449
 1.20
Sapphire Convention, Inc. (Smart City) *+^ (2) (3) (13) Telecommunications L + 5.25% 7.27% 11/20/2018 11/20/2025 28,577
 28,009
 28,329
 2.96
Smile Doctors, LLC ^*+ (2) (3) (13) Healthcare & Pharmaceuticals L + 6.00% 8.07% 10/6/2017 10/6/2022 22,227
 22,136
 21,996
 2.30
Sovos Brands Intermediate, Inc. +* (2) (3) Beverage, Food & Tobacco L + 5.00% 7.20% 11/16/2018 11/20/2025 19,899
 19,714
 19,750
 2.06
SPay, Inc. ^+* (2) (3) (13) Hotel, Gaming & Leisure L + 5.75% 7.46% 6/15/2018 6/17/2024 20,512
 20,179
 18,694
 1.95
Superior Health Linens, LLC ^+* (2) (3) (13) Business Services L + 7.50%, 0.50% PIK 9.91% 9/30/2016 9/30/2021 21,805
 21,666
 19,933
 2.08
Surgical Information Systems, LLC ^+* (2) (3) (11) High Tech Industries L + 4.50% 7.47% 4/24/2017 4/24/2023 26,168
 26,007
 25,715
 2.69
T2 Systems, Inc. ^+* (2) (3) (13) Transportation: Consumer L + 6.75% 8.85% 9/28/2016 9/28/2022 35,648
 35,159
 35,648
 3.73
Tank Holding Corp. ^ (2) (3) (13) Capital Equipment L + 4.00% 5.76% 3/26/2019 3/26/2024 —
 —
 —
 —
The Leaders Romans Bidco Limited (United Kingdom) ^ (2) (3) (7) (13) Banking, Finance, Insurance & Real Estate L + 6.75%, 3.50% PIK 11.01% 7/23/2019 6/30/2024 £19,577
 24,865
 26,531
 2.77
Transform SR Holdings, LLC ^ (2) (3) Retail L + 7.25% 9.18% 2/11/2019 2/12/2024 19,050
 18,887
 18,860
 1.97
Trump Card, LLC ^+* (2) (3) (13) Transportation: Cargo L + 5.50% 7.63% 6/26/2018 4/21/2022 7,918
 7,881
 7,869
 0.82
TSB Purchaser, Inc. (Teaching Strategies, LLC) ^+* (2) (3) (13) Media: Advertising, Printing & Publishing L + 6.00% 8.10% 5/14/2018 5/14/2024 28,294
 27,726
 28,105
 2.94
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C^(2)(3)(7)(13)Banking, Finance, Insurance & Real EstateL + 6.50%, 3.00% PIK10.25%7/23/20196/30/2024£3,816 $4,748 $5,727 0.64 %
Trump Card, LLC^*(2)(3)(13)Transportation: CargoL + 5.50%6.50%6/26/20184/21/20227,594 7,572 7,444 0.83 
TSB Purchaser, Inc.^*(2)(3)(13)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20185/14/202418,666 18,354 18,501 2.05 
Turbo Buyer, Inc.^*(2)(3)(13)AutomotiveL + 5.25%6.25%12/2/201912/2/202524,323 23,766 24,567 2.73 
Tweddle Group, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%9/17/20189/17/20231,825 1,808 1,678 0.19 
U.S. Acute Care Solutions, LLC*(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%2/21/20195/15/20214,242 4,235 3,956 0.44 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco7.50%, 1.00% PIK8.50%9/15/20199/15/2026€4,575 4,832 5,464 0.61 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco11.00% PIK11.00%10/22/20209/15/2026€647 724 754 0.08 
US INFRA SVCS Buyer, LLC^(2)(3)(13)Environmental IndustriesL + 6.00%7.00%4/13/20204/13/20263,248 2,688 3,175 0.35 
USLS Acquisition, Inc.^*(2)(3)(13)Business ServicesL + 5.75%6.75%11/30/201811/30/202421,447 21,124 19,981 2.22 
USLS Acquisition, Inc.^(2)(3)(13)Business ServicesL + 5.75%6.75%9/3/202011/30/2024— (22)— — 
VRC Companies, LLC^*(2)(3)(13)Business ServicesL + 6.50%7.50%3/31/20173/31/202333,286 33,048 33,286 3.69 
Westfall Technik, Inc.^*(2)(3)(13)Chemicals, Plastics & RubberL + 6.25%7.25%9/13/20189/13/202427,720 27,457 25,733 2.85 
Wheel Pros, LLC*(2)(3)AutomotiveL + 5.25%6.25%11/18/202011/6/202718,750 18,286 18,390 2.04 
YLG Holdings, Inc.^(2)(3)(13)Consumer ServicesL + 6.25%7.25%9/30/202011/1/20251,401 1,343 1,370 0.15 
Zemax Software Holdings, LLC*(2)(3)(13)SoftwareL + 5.75%6.75%6/25/20186/25/20246,285 6,216 6,119 0.68 
Zenith Merger Sub, Inc.^*(2)(3)(13)Business ServicesL + 5.25%6.25%12/13/201712/13/202314,164 14,034 14,031 1.56 
First Lien Debt Total$1,246,281 $1,190,871 132.16 %
Second Lien Debt (15.6% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)(7)Aerospace & DefenseL + 8.25%9.25%1/17/20201/17/2028$24,814 $24,305 $25,546 2.83 %
Aimbridge Acquisition Co., Inc.^(2)(3)Hotel, Gaming & LeisureL + 7.50%7.65%2/1/20192/1/20279,241 9,104 7,993 0.89 
AQA Acquisition Holding, Inc.^(2)(3)High Tech IndustriesL + 8.00%9.00%10/1/20185/24/202439,000 38,741 39,000 4.33 
Brave Parent Holdings, Inc.^*(2)(3)SoftwareL + 7.50%7.64%10/3/20184/19/202619,062 18,711 19,062 2.11 
Drilling Info Holdings, Inc.^(2)(3)Energy: Oil & GasL + 8.25%8.40%2/11/20207/30/202618,600 18,145 18,228 2.02 
Jazz Acquisition, Inc.^(2)(3)Aerospace & DefenseL + 8.00%8.15%6/13/20196/18/202723,450 23,150 18,146 2.01 
Outcomes Group Holdings, Inc.^*(2)(3)Business ServicesL + 7.50%7.75%10/23/201810/26/20263,462 3,455 3,462 0.38 
PAI Holdco, Inc.^(2)(3)AutomotiveL + 6.25%, 2.00% PIK9.25%10/28/202010/28/202813,530 13,132 13,329 1.48 
Pharmalogic Holdings Corp.^(2)(3)Healthcare & PharmaceuticalsL + 8.00%9.00%6/7/201812/11/2023800 798 783 0.09 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.15%4/2/20194/2/20277,048 6,930 6,994 0.78 
Reladyne, Inc.^(2)(3)WholesaleL + 9.50%10.50%4/19/20181/21/202312,242 12,133 11,956 1.33 
23
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair Value(5)
 % of Net Assets
Turbo Buyer, Inc. ^ (2) (3) (13) Automotive L + 6.00% 7.69% 12/2/2019 12/2/2025 $27,897
 $27,033
 $27,439
 2.87%
Tweddle Group, Inc. ^ (2) (3) Media: Advertising, Printing & Publishing L + 4.50% 6.20% 9/17/2018 9/17/2023 1,908
 1,885
 1,859
 0.19
U.S. Acute Care Solutions, LLC +* (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.91% 2/21/2019 5/15/2021 4,265
 4,230
 4,053
 0.42
Unifrutti Financing PLC (Cyprus) ^ (2) (3) (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 €4,530
 4,746
 4,836
 0.51
USLS Acquisition, Inc. ^* (2) (3) (13) Business Services L + 5.75% 7.85% 11/30/2018 11/30/2024 22,139
 21,741
 21,674
 2.27
VRC Companies, LLC ^+* (2) (3) (13) Business Services L + 6.50% 8.21% 3/31/2017 3/31/2023 57,164
 56,674
 57,106
 5.97
Westfall Technik, Inc. ^ (2) (3) (13) Chemicals, Plastics & Rubber L + 5.75% 7.66% 9/13/2018 9/13/2024 27,973
 27,432
 26,962
 2.82
WP CPP Holdings, LLC (CPP) ^ (2) (3) Aerospace & Defense L + 3.75% 5.66% 7/18/2019 4/30/2025 20,000
 19,817
 19,826
 2.07
Zemax Software Holdings, LLC ^* (2) (3) (13) Software L + 5.75% 7.85% 6/25/2018 6/25/2024 10,146
 10,013
 10,087
 1.05
Zenith Merger Sub, Inc. ^ (2) (3) (13) Business Services L + 5.25% 7.35% 12/13/2017 12/13/2023 16,530
 16,321
 16,405
 1.72
First Lien Debt Total               $1,725,479
 $1,707,292
 $1,641,653
 171.66%
Second Lien Debt (11.04%)                      
Access CIG, LLC * (2) (3) Business Services L + 7.75% 9.44% 2/14/2018 2/27/2026 $2,700
 $2,687
 $2,681
 0.28%
Aimbridge Acquisition Co., Inc. ^* (2) (3) Hotel, Gaming & Leisure L + 7.50% 9.19% 2/1/2019 2/1/2027 9,241
 9,089
 9,160
 0.96
AQA Acquisition Holding, Inc. ^ (2) (3) High Tech Industries L + 8.00% 10.09% 10/1/2018 5/24/2024 40,000
 39,670
 39,740
 4.15
Brave Parent Holdings, Inc. ^* (2) (3) Software L + 7.50% 9.43% 10/3/2018 4/19/2026 19,062
 18,660
 18,261
 1.91
Higginbotham Insurance Agency, Inc. ^ (2) (3) Banking, Finance, Insurance & Real Estate L + 7.50% 9.20% 12/3/2019 12/19/2025 2,500
 2,475
 2,493
 0.26
Jazz Acquisition, Inc. ^ (2) (3) Aerospace & Defense L + 8.00% 10.10% 6/13/2019 6/18/2027 23,450
 23,117
 23,225
 2.43
Le Tote, Inc. ^ (2) (3) Retail L + 6.75% 8.66% 11/8/2019 11/8/2024 7,143
 6,969
 6,964
 0.73
Outcomes Group Holdings, Inc. ^* (2) (3) Business Services L + 7.50% 9.41% 10/23/2018 10/26/2026 4,500
 4,490
 4,487
 0.47
Pathway Vet Alliance, LLC ^ (2) (3) (13) Consumer Services L + 8.50% 10.22% 11/14/2019 12/23/2025 8,050
 7,814
 8,074
 0.84
Pharmalogic Holdings Corp. ^ (2) (3) Healthcare & Pharmaceuticals L + 8.00% 9.70% 6/7/2018 12/11/2023 800
 797
 796
 0.08
Quartz Holding Company (QuickBase, Inc.) ^ (2) (3) Software L + 8.00% 9.71% 4/2/2019 4/2/2027 11,900
 11,677
 11,662
 1.22
Reladyne, Inc. ^+* (2) (3) (13) Wholesale L + 9.50% 11.60% 4/19/2018 1/21/2023 12,242
 12,080
 12,234
 1.28
Tank Holding Corp. ^* (2) (3) Capital Equipment L + 8.25% 11.04% 3/26/2019 3/26/2027 37,380
 36,771
 37,223
 3.89
Ultimate Baked Goods MIDCO, LLC (Rise Baking) ^ (2) (3) Beverage, Food & Tobacco L + 8.00% 9.70% 8/9/2018 8/9/2026 8,333
 8,187
 8,243
 0.86
Watchfire Enterprises, Inc. ^ (2) (3) Media: Advertising, Printing & Publishing L + 8.00% 9.95% 10/2/2013 10/2/2021 7,000
 6,966
 6,998
 0.73
WP CPP Holdings, LLC (CPP) ^* (2) (3) Aerospace & Defense L + 7.75% 9.68% 7/18/2019 4/30/2026 39,500
 39,125
 38,833
 4.06
Zywave, Inc. ^ (2) (3) High Tech Industries L + 9.00% 10.94% 11/18/2016 11/17/2023 3,468
 3,432
 3,458
 0.36
Second Lien Debt Total               $237,269
 $234,006
 $234,532
 24.51%
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
 Assets
Stonegate Pub Company Bidco Limited (United Kingdom)^(2)(3)(7)Beverage, Food & TobaccoL + 8.50%8.54%3/12/20203/12/2028£20,000 24,729 21,902 2.43 
Tank Holding Corp.(2)(3)Capital EquipmentL + 8.25%8.40%3/26/20193/26/2027$35,965 $35,454 $35,189 3.90 %
TruGreen Limited Partnership^(2)(3)Consumer ServicesL + 8.50%9.25%11/16/202011/2/202813,000 12,743 13,000 1.44 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20188/9/20262,820 2,776 2,689 0.30 
Watchfire Enterprises, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 8.00%9.00%10/2/201310/2/20217,000 6,985 6,988 0.78 
World 50, Inc.^(9)Business Services11.50%11.50%1/10/20201/9/20277,635 7,499 7,518 0.83 
WP CPP Holdings, LLC^*(2)(3)Aerospace & DefenseL + 7.75%8.75%7/18/20194/30/202639,500 39,172 32,738 3.63 
Second Lien Debt Total$297,962 $284,523 31.56 %
Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% 
of Net Assets
Equity Investments (1.9% of fair value)
Central Security Group, Inc.^*(6)Consumer Services10/16/2020443 $— $— — %
ANLG Holdings, LLC^(6)Capital Equipment6/22/2018592 592 865 0.10 
Avenu Holdings, LLC^(6)Sovereign & Public Finance9/28/2018172 172 345 0.04 
BK Intermediate Company, LLC^(6)Healthcare & Pharmaceuticals5/27/2020288 288 209 0.02 
Chartis Holding, LLC^(6)Business Services5/1/2019433 433 571 0.06 
CIP Revolution Holdings, LLC^(6)Media: Advertising, Printing & Publishing8/19/2016318 318 245 0.03 
Cority Software Inc. (Canada)^(6)Software7/2/2019250 250 295 0.03 
DecoPac, Inc.^(6)Non-durable Consumer Goods9/29/20171,500 1,500 1,664 0.18 
Derm Growth Partners III, LLC^(6)Healthcare & Pharmaceuticals5/31/20161,000 1,000 — — 
GRO Sub Holdco, LLC^(6)Healthcare & Pharmaceuticals3/29/2018500 — — — 
K2 Insurance Services, LLC^(6)Banking, Finance, Insurance & Real Estate7/3/2019433 433 676 0.07 
Legacy.com, Inc.^(6)High Tech Industries3/20/20171,500 1,500 613 0.07 
Mailgun Technologies, Inc.^(6)High Tech Industries3/26/2019424 424 784 0.09 
North Haven Goldfinch Topco, LLC^(6)Containers, Packaging & Glass6/18/20182,315 2,315 3,043 0.34 
PPC Flexible Packaging, LLC^(6)Containers, Packaging & Glass2/1/2019965 965 1,302 0.14 
Paramit Corporation^(6)Capital Equipment6/17/2019150 500 758 0.08 
Rough Country, LLC^(6)Durable Consumer Goods5/25/2017755 755 1,634 0.18 
SiteLock Group Holdings, LLC^(6)High Tech Industries4/5/2018446 446 526 0.06 
T2 Systems Parent Corporation^(6)Transportation: Consumer9/28/2016556 556 838 0.09 
Tailwind HMT Holdings Corp.^(6)Energy: Oil & Gas11/17/201720 1,334 2,001 0.22 
24
Investments—non-controlled/non-affiliated (1)
   Footnotes Industry Acquisition Date Shares/ Units Cost 
Fair Value (5)
 % of Net Assets
Equity Investments (0.98%)                
ANLG Holdings, LLC ^ (6) Healthcare & Pharmaceuticals 6/22/2018 880
 $880
 $973
 0.10%
Avenu Holdings, LLC ^ (6) Sovereign & Public Finance 9/28/2018 172
 172
 154
 0.02
Chartis Holding, LLC ^ (6) Business Services 5/1/2019 433
 433
 589
 0.06
CIP Revolution Holdings, LLC ^ (6) Media: Advertising, Printing & Publishing 8/19/2016 318
 318
 444
 0.05
Cority Software Inc. (Canada) ^ (6) Software 7/2/2019 250
 250
 306
 0.03
DecoPac, Inc. ^ (6) Non-durable Consumer Goods 9/29/2017 1,500
 1,500
 1,999
 0.21
Derm Growth Partners III, LLC (Dermatology Associates) ^ (6) Healthcare & Pharmaceuticals 5/31/2016 1,000
 1,000
 —
 —
GRO Sub Holdco, LLC (Grand Rapids) ^ (6) Healthcare & Pharmaceuticals 3/29/2018 500
 500
 137
 0.01
K2 Insurance Services, LLC ^ (6) Banking, Finance, Insurance & Real Estate 7/3/2019 433
 433
 486
 0.05
Legacy.com, Inc. ^ (6) High Tech Industries 3/20/2017 1,500
 1,500
 783
 0.08
Mailgun Technologies, Inc. ^ (6) High Tech Industries 3/26/2019 424
 424
 605
 0.06
North Haven Goldfinch Topco, LLC ^ (6) Containers, Packaging & Glass 6/18/2018 2,315
 2,315
 2,542
 0.27
Paramit Corporation ^ (6) Capital Equipment 6/17/2019 150
 500
 501
 0.05
PPC Flexible Packaging, LLC ^ (6) Containers, Packaging & Glass 2/1/2019 965
 965
 1,174
 0.12
Rough Country, LLC ^ (6) Durable Consumer Goods 5/25/2017 755
 755
 1,225
 0.13
SiteLock Group Holdings, LLC ^ (6) High Tech Industries 4/5/2018 446
 446
 587
 0.06
T2 Systems Parent Corporation ^ (6) Transportation: Consumer 9/28/2016 556
 556
 628
 0.07
Tailwind HMT Holdings Corp. ^ (6) Energy: Oil & Gas 11/17/2017 20
 2,000
 2,211
 0.23
Tank Holding Corp. ^ (6) Capital Equipment 3/26/2019 850
 850
 1,035
 0.11
Turbo Buyer, Inc. ^ (6) Automotive 12/2/2019 1,925
 1,925
 1,925
 0.20
Tweddle Holdings, Inc. ^* (6) Media: Advertising, Printing & Publishing 9/17/2018 17
 —
 —
 —
USLS Acquisition, Inc. ^ (6) Business Services 11/30/2018 641
 641
 720
 0.08
Zenith American Holding, Inc. ^ (6) Business Services 12/13/2017 1,564
 782
 1,490
 0.16
Zillow Topco LP ^ (6) Software 6/25/2018 313
 312
 358
 0.04
Equity Investments Total           $19,457
 $20,872
 2.19%
Total investments—non-controlled/non-affiliated       $1,960,755
 $1,897,057
 198.36%
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
FootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% 
of Net Assets
Tank Holding Corp.^(6)Capital Equipment3/26/2019850 482 944 0.10 
Titan DI Preferred Holdings, Inc.^(6)Energy: Oil & Gas2/11/202011,246 10,959 11,021 1.22 
Turbo Buyer, Inc.^(6)Automotive12/2/20191,925 $1,925 $2,444 0.27 %
Tweddle Holdings, Inc.^*(6)Media: Advertising, Printing & Publishing9/17/201817 — — — 
Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020— 556 575 0.06 
Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020— — — — 
USLS Acquisition, Inc.^(6)Business Services11/30/2018641 641 565 0.06 
W50 Parent LLC^(6)Business Services1/10/2020500 500 575 0.06 
Zenith American Holding, Inc.^(6)Business Services12/13/20171,565 782 1,221 0.14 
Zillow Topco LP^(6)Software6/25/2018313 313 163 0.02 
Equity Investments Total$29,939 $33,877 3.73 %
Total investments—non-controlled/non-affiliated$1,574,182 $1,509,271 167.45 %
Investments—non-controlled/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (1.4% of fair value)
Direct Travel, Inc.^*(2)(3)(8)(12)Hotel, Gaming & LeisureL + 1.00%, 7.50% PIK9.50%10/14/201610/1/2023$36,711 $36,340 $24,949 2.77 %
Direct Travel, Inc.^(2)(3)(12)(13)Hotel, Gaming & LeisureL + 6.00%7.00%10/1/202010/1/20231,231 1,231 1,231 0.14 
First Lien Debt Total$37,571 $26,180 2.91 %
Investments—non-controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net 
Assets
Equity Investments (0.00% of fair value)
Direct Travel, Inc.^(6)(12)Hotel, Gaming & Leisure10/1/202043 $— $— — %
Equity Investments Total$— $— — %
Total investments—non-controlled/affiliated$37,571 $26,180 2.91 %
25
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(dollar amounts in thousands)
Investments—controlled/affiliated  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Acquisition Date Maturity Date Par/ Principal Amount ** 
Amortized Cost (4)
 
Fair
Value (5)
 % of Net AssetsInvestments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net 
Assets
First Lien Debt (1.01%)        
First Lien Debt (0.4% of fair value)First Lien Debt (0.4% of fair value)
SolAero Technologies Corp. (A1 Term Loan) ^ (2) (3) (9) (10) Telecommunications L + 8.00% (100% PIK) 9.91% 4/12/2019 10/12/2022 $3,166
 $3,166
 $3,166
 0.33%SolAero Technologies Corp. (A1 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/2022$3,166 $3,166 $1,214 0.13 %
SolAero Technologies Corp. (A2 Term Loan) ^ (2) (3) (9) (10) Telecommunications L + 8.00% (100% PIK) 9.91% 4/12/2019 10/12/2022 8,707
 8,707
 8,707
 0.91
SolAero Technologies Corp. (A2 Term Loan)^(2)(3)(8)(10)TelecommunicationsL + 8.00% (100% PIK)9.00%4/12/201910/12/20228,707 8,707 3,338 0.37 
SolAero Technologies Corp. (Priority Term Loan) ^ (2) (3) (10) (13) Telecommunications L + 6.00% 7.91% 4/12/2019 10/12/2022 9,612
 9,507
 9,612
 1.00
SolAero Technologies Corp. (Priority Facilities)SolAero Technologies Corp. (Priority Facilities)^(2)(3)(10)(13)TelecommunicationsL + 6.00%7.00%4/12/201910/12/20222,460 2,429 2,460 0.27 
First Lien Debt Total $21,485
 $21,380
 $21,485
 2.24%First Lien Debt Total$14,302 $7,012 0.77 %
Investments—controlled/affiliatedFootnotesIndustryAcquisition DateShares/ UnitsCost
Fair
Value (5)
% of Net 
Assets
Equity Investments (0.00% of fair value)
SolAero Technologies Corp.^(6)(10)Telecommunications4/12/20193 $2,815 $— — %
Equity Investments Total$2,815 $— — %
Investments—controlled/affiliated   Footnotes Industry Acquisition Date Shares/ Units Cost 
Fair
Value (5)
 % of Net Assets
Equity Investments (—%)                
SolAero Technologies Corp. ^ (6) (10) Telecommunications 4/12/2019 3
 $2,815
 $826
 0.09%
Equity Investments Total           $2,815
 $826
 0.41%
Investments—controlled/affiliatedFootnotesIndustry
Reference Rate & Spread(2)
Interest Rate(2)
Acquisition DateMaturity DatePar Amount/ LLC InterestCost
Fair Value(7)
% of Net 
Assets
Investment Funds (15.5% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest^(10)(7)Investment FundsN/AN/A11/3/202012/31/2030$78,122 $78,096 $77,395 8.59 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest^(10)(7)Investment FundsN/AN/A2/29/20163/1/2021216,000 216,000 205,891 22.84 
Middle Market Credit Fund, Mezzanine Loan^(2)(10)(7)(9)Investment FundsL + 9.00%9.24%6/30/20163/22/2021— — — — 
Investment Fund Total$294,096 $283,286 31.43 %
Total investments—controlled/affiliated$311,213 $290,298 32.20 %
Total investments$1,922,966 $1,825,749 202.56 %
 Investments—controlled/affiliated     Industry 
Reference Rate & Spread(2)
 
Interest Rate(2)
 Acquisition Date Maturity Date Par Amount/ LLC Interest Cost 
Fair Value(7)
 % of Net Assets
 
 Investment Fund (9.63%)                      
 Middle Market Credit Fund, Mezzanine Loan ^ (2) (7) (8) (10) Investment Fund L + 9.00% 10.97% 6/30/2016 5/18/2021 $93,000
 $93,000
 $93,000
 9.72%
 Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7) (10) Investment Fund N/A 0.001% 2/29/2016 3/1/2021 123,500
 123,501
 111,596
 11.67%
 Investment Fund Total               $216,500
 $216,501
 $204,596
 21.39%
 Total investments—controlled/affiliated           $237,988
 $240,696
 $226,907
 24.04%
 Total investments               $2,201,002
 $2,201,451
 $2,123,964
 222.4%

^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” 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 6,7, Borrowings). Accordingly, such assets are not available to creditors of TCG BDC SPV LLC (the “SPV”) or 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 SPV. The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility” and, together with the Credit Facility, the “Facilities”). 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.
* 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 7,8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company or the SPV.Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) 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, 2019, the Company does not “control” any of these portfolio companies.
(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, 2020, the Company does not “control” any of these portfolio companies.
26
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

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, 2019,2020, 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”) 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, 2019. As of December 31, 2019, the reference rates for our variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(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 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, 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, 2019, the aggregate fair value of these securities is $21,698, or 2.60% 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)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(9)Loan was on non-accrual status as of December 31, 2019.
(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, for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2019, were as follows:
(2)Variable rate loans to the portfolio companies bear interest at a rate that is 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 indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for our variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
Investments—controlled/affiliatedFair Value as of December 31, 2018 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2019 Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan$112,000
 $126,200
 $(145,200) $—
 $—
 $93,000
 $12,181
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest 
110,295
 5,500
 —
 —
 (4,199) 111,596
 15,750
Total investments—controlled/affiliated$222,295
 $131,700
 $(145,200) $—
 $(4,199) $204,596
 $27,931
(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 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, 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, 2020, the aggregate fair value of these securities is $33,877, or 3.73% 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, 2020.
(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 Notes 5, Middle Market Credit Fund, LLC and 6. Middle Market Credit Fund II, LLC, for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2020, were as follows:
Investments—controlled/affiliatedFair Value as of December 31, 2019Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2020Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan$93,000 $63,500 $(156,500)$— $— $— $3,049 
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
111,596 92,500 — — 1,795 205,891 19,750 
Middle Market Credit Fund II, LLC, Member’s Interest— 78,096 — — (701)77,395 1,446 
Total investments—controlled/affiliated$204,596 $234,096 $(156,500)$— $1,094 $283,286 $24,245 
Investments—controlled/affiliatedFair Value as of December 31, 2019Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2020Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)9,612 — (7,152)— — 2,460 52 
SolAero Technologies Corp. (A1 Term Loan)3,166 — — — (1,952)1,214 — 
SolAero Technologies Corp. (A2 Term Loan)8,707 — — — (5,369)3,338 — 
Solaero Technology Corp. (Equity)826 — — — (826)— — 
Total investments—controlled/affiliated$22.311 $— $(7,152)$— $(8,147)$7,012 $52 

(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 as follows: Barnes & Noble, Inc. (1.83%), Southern Graphics, Inc. (1.71%), and Legacy.com, Inc (3.92%). 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, 2020 were as follows:
27
Investments—controlled/affiliatedFair Value as of December 31, 2018 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2019 Dividend and Interest Income
SolAero Technologies Corp.$17,968
 $—
 $(18,319) $(9,091) $9,442
 $—
 $—
SolAero Technologies Corp. (Priority Term Loan)—
 9,630
 —
 —
 —
 9,630
 226
SolAero Technologies Corp. (A1 Term Loan)—
 3,166
 —
 —
 —
 3,166
 —
SolAero Technologies Corp. (A2 Term Loan)—
 8,707
 —
 —
 —
 8,707
 —
Solaero Technology Corp. (Equity)—
 2,815
 —
 —
 (554) 2,261
 —
Total investments—controlled/affiliated$17,968
 $24,318
 $(18,319) $(9,091) $8,888
 $23,764
 $226

(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 as follows: Barnes & Noble, Inc. (1.83%), Dimensional Dental Management, LLC (4.87%), Legacy.com Inc. (3.73%) and Surgical Information Systems, LLC (1.13%). 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.

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

(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 investments in non-controlled affiliates for the year ended December 31, 2019, were as follows:
Investments—non-controlled/affiliatedFair Value as of December 31, 2019Additions/PurchasesReductions/Sales/ PaydownsNet Realized Gain (Loss)Net Change in Unrealized Appreciation (Depreciation)Fair Value as of December 31, 2020Dividend and Interest Income
Direct Travel, Inc.$36,757 $— $(176)$1 $(11,633)$24,949 $— 
Direct Travel, Inc.— 1,231 — — — 1,231 18 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$36.757 $1,231 $(176)$1 $(11,633)$26,180 $18 
Investments—non-controlled/affiliatedFair Value as of December 31, 2018 Purchases/ Paid-in-kind interest Sales/ Paydowns Net Accretion of Discount Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2019 Interest Income
TwentyEighty, Inc. - Revolver$—
 $—
 $—
 $1
 $—
 $(1) $—
 $—
TwentyEighty, Inc. - (Term A Loans)316
 —
 (415) 1
 101
 (1) —
 19
TwentyEighty, Inc. - (Term B Loans)6,855
 230
 (7,102) 76
 —
 (59) —
 498
TwentyEighty, Inc. - (Term C Loans)6,981
 489
 (7,397) 179
 —
 (252) —
 692
TwentyEighty Investors LLC (Equity)4,391
 —
 —
 —
 7,990
 (4,391) —
 —
Total investments—non-controlled/affiliated$18,543
 $719
 $(14,914) $257
 $8,091
 $(4,704) $—
 $1,209


(13)As of December 31, 2020, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
(13)As of December 31, 2019, 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
Advanced Web Technologies Holding CompanyDelayed Draw1.00%$2,299 $(46)
Advanced Web Technologies Holding CompanyRevolver0.50854 (17)
Airnov, Inc.Revolver0.501,250 1 
American Physician Partners, LLCRevolver0.50550 (29)
AMS Group HoldCo, LLCRevolver0.502,315 (29)
Analogic CorporationRevolver0.50168 — 
Applied Technical ServicesDelayed Draw1.00132 (3)
Applied Technical ServicesRevolver0.5053 (1)
Apptio, Inc.Revolver0.502,367 36 
Captive Resources Midco, LLCRevolver0.502,143 15 
Chartis Holding, LLCDelayed Draw1.004,406 2 
Chartis Holding, LLCRevolver0.502,401 1 
Chemical Computing Group ULC (Canada)Revolver0.5029 — 
Cobblestone Intermediate Holdco LLCDelayed Draw1.0011 — 
Comar Holding Company, LLCRevolver0.502,935 11 
Comar Holding Company, LLCDelayed Draw1.004,655 17 
Cority Software Inc.(Canada)Revolver0.503,000 21 
DermaRite Industries, LLCRevolver0.503,103 (29)
Diligent CorporationDelayed Draw1.00141 2 
Diligent CorporationRevolver0.5047 1 
Direct Travel, Inc.Delayed Draw0.503,029 — 
Ethos Veterinary Health LLCDelayed Draw1.002,696 (37)
EvolveIP, LLCDelayed Draw1.003,333 (4)
EvolveIP, LLCRevolver0.502,941 (3)
FWR Holding CorporationRevolver0.504,444 (380)
Helios Buyer, Inc.Revolver0.501,326 (27)
Helios Buyer, Inc.Delayed Draw—4,672 (93)
Hercules Borrower LLCRevolver0.502,160 (54)
28
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    
Aero Operating, LLC (Dejana Industries, Inc.)Revolver 1.00% $159
 $(3)
Airnov, Inc.Revolver 0.50 1,250
 (19)
American Physician Partners, LLCRevolver 0.50 1,500
 (5)
AMS Group HoldCo, LLCRevolver 0.50 2,315
 (25)
Analogic CorporationRevolver 0.50 3,029
 —
Apptio, Inc.Revolver 0.50 2,367
 (19)
BMS Holdings III Corp.Delayed Draw 1.00 3,333
 (10)
Captive Resources Midco, LLCRevolver 0.50 2,143
 (9)
Chartis Group, LLCRevolver 0.50 2,401
 (20)
Chartis Group, LLCDelayed Draw 0.50 6,402
 (52)
Chemical Computing Group ULC (Canada)Revolver 0.50 903
 (8)
Comar Holding Company, LLCDelayed Draw 1.00 5,136
 (103)
Comar Holding Company, LLCRevolver 0.50 1,168
 (23)
Cority Software, Inc. (Canada)Revolver 0.50 3,000
 (60)
DermaRite Industries, LLCRevolver 0.50 807
 (33)
Dimensional Dental Management, LLCRevolver 0.50 48
 —
Ethos Veterinary Health, LLCDelayed Draw 1.00 2,696
 (12)
Evolve IPRevolver 0.50 2,941
 —
Evolve IPDelayed Draw 1.00 3,922
 —
FWR Holding CorporationDelayed Draw 1.00 87
 —
FWR Holding CorporationRevolver 0.50 667
 (3)
GRO Sub Holdco, LLC (Grand Rapids)Revolver 0.50 $1,071
 $(54)
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
Higginbotham Insurance Agency, Inc.Delayed Draw1.001,098 (16)
Individual FoodService Holdings, LLCRevolver0.50436 (11)
Individual FoodService Holdings, LLCDelayed Draw1.00645 (16)
Individual FoodService Holdings, LLCDelayed Draw1.00165 (4)
Individual FoodService Holdings, LLCRevolver0.50139 (3)
Innovative Business Services, LLCRevolver0.502,232 (41)
K2 Insurance Services, LLCRevolver0.502,290 — 
K2 Insurance Services, LLCDelayed Draw1.001,571 — 
Kaseya, Inc.Delayed Draw1.001,852 7 
Kaseya, Inc.Revolver0.50787 3 
Lifelong Learner Holdings, LLCDelayed Draw1.001,690 (140)
Lifelong Learner Holdings, LLCRevolver0.501,377 (114)
Liqui-Box Holdings, Inc.Revolver0.501,262 (123)
Mailgun Technologies, Inc.Revolver0.501,342 (23)
National Technical Systems, Inc.Revolver0.50835 (6)
NMI AcquisitionCo, Inc.Revolver0.501,280 (13)
Paramit CorporationDelayed Draw—2,931 (59)
PF Growth Partners, LLCDelayed Draw1.00823 (52)
PPC Flexible Packaging, LLCRevolver0.50881 (3)
PricewaterhouseCoopers Public Sector LLPRevolver0.506,250 (32)
QW Holding CorporationDelayed Draw1.00600 (29)
Redwood Services Group, LLCDelayed Draw3.634,639 18 
RSC Acquisition, Inc.Revolver0.50608 6 
Sapphire Convention, Inc.Revolver0.503,655 (542)
Smile Doctors, LLCRevolver0.50707 (14)
SolAero Technologies Corp. (Priority Facilities)Revolver0.502,068 — 
SPay, Inc.Revolver0.50655 (120)
Superior Health Linens, LLCRevolver0.501,667 (8)
T2 Systems, Inc.Revolver0.502,933 — 
Tank Holding Corp.Revolver0.2547 (1)
TCFI Aevex LLCDelayed Draw1.001,787 (7)
The Leaders Romans Bidco Limited (United Kingdom)Delayed Draw1.63£204 26 
Trump Card, LLCRevolver0.50635 (12)
TSB Purchaser, Inc.Revolver0.501,891 (15)
Turbo Buyer, Inc.Revolver0.502,151 20 
US INFRA SVCS Buyer, LLCRevolver0.502,275 (5)
US INFRA SVCS Buyer, LLCDelayed Draw1.0026,153 (60)
USLS Acquisition, Inc.Revolver0.501,418 (91)
USLS Acquisition, Inc.Delayed Draw0.50591 — 
29
Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair Value
iCIMS, Inc.Revolver 0.50% $1,252
 —
Innovative Business Services, LLCRevolver 0.50 2,232
 (32)
K2 Insurance Services, LLCRevolver 0.50 2,290
 3
K2 Insurance Services, LLCDelayed Draw 1.00 5,344
 6
Kaseya Inc.Revolver 0.50 661
 1
Kaseya Inc.Delayed Draw 0.50 1,918
 4
Lifelong Learner Holdings, LLCRevolver 0.50 1,901
 (19)
Lifelong Learner Holdings, LLCDelayed Draw — 2,878
 (29)
Liqui-Box Holdings, Inc.Revolver 0.50 2,630
 (37)
Mailgun Technologies, Inc.Revolver 0.50 1,342
 (20)
National Car Wash Solutions, LPRevolver 0.50 310
 (2)
National Car Wash Solutions, LPDelayed Draw 1.00 1,111
 (8)
National Technical Systems, Inc.Revolver 0.50 2,500
 (2)
NMI AcquisitionCo, Inc.Revolver 0.50 1,280
 (4)
Northland Telecommunications CorporationRevolver 0.50 2,960
 (4)
Pathway Vet Alliance, LLCDelayed Draw 1.00 7,950
 12
PF Growth Partners, LLCDelayed Draw 1.00 1,028
 (3)
PPC Flexible Packaging, LLCRevolver 0.50 1,957
 (16)
PricewaterhouseCoopers Public Sector LLPRevolver 0.50 6,250
 (46)
QW Holding Corporation (Quala)Delayed Draw 1.00 809
 (5)
RSC Acquisition, Inc.Revolver 0.50 608
 (4)
RSC Acquisition, Inc.Delayed Draw 1.00 7,757
 (57)
Sapphire Convention, Inc. (Smart CityRevolver 0.50 4,528
 (34)
Smile Doctors, LLCRevolver 0.50 707
 (7)
Smile Doctors, LLCDelayed Draw 1.00 1,477
 (14)
SolAero Technologies Corp. (Priority Term Loan)Revolver 1.00 542
 —
SPay, Inc.Revolver 0.50 682
 (58)
Superior Health Linens, LLCRevolver 0.50 693
 (58)
T2 Systems, Inc.Revolver 0.50 2,053
 —
Tank Holding Corp.Revolver 0.50 47
 —
TSB Purchaser, Inc. (Teaching Strategies, LLC)Revolver 0.50 1,342
 (9)
The Leaders Romans Bidco Limited (United Kingdom)Delayed Draw 1.69 £3,533
 (94)
Trump Card, LLCRevolver 0.50 369
 (2)
Turbo Buyer, Inc.Revolver 0.50 2,151
 (28)
Turbo Buyer, Inc.Delayed Draw 1.00 4,904
 (64)
USLS Acquisition, Inc.Revolver 0.50 946
 (19)
VRC Companies, LLCDelayed Draw 0.75 210
 —
VRC Companies, LLCRevolver 0.50 1,119
 (1)
Westfall Technik, Inc.Revolver 0.50 431
 (11)
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

Investments—non-controlled/non-affiliatedType Unused Fee Par/ Principal Amount Fair ValueInvestments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
VRC Companies, LLCVRC Companies, LLCRevolver0.501,646 — 
Westfall Technik, Inc.Delayed Draw 1.00% $12,190
 $(304)Westfall Technik, Inc.Revolver0.50431 (30)
YLG Holdings, Inc.YLG Holdings, Inc.Delayed Draw1.00596 (9)
Zemax Software Holdings, LLCRevolver 0.50 1,284
 (7)Zemax Software Holdings, LLCRevolver0.50642 (15)
Zenith American Holding, Inc.Delayed Draw 1.00 3,189
 (18)
Zenith American Holding, Inc.Revolver 0.50 3,180
 (17)
Zenith Merger Sub, Inc.Zenith Merger Sub, Inc.Revolver0.501,590 (12)
Zenith Merger Sub, Inc.Zenith Merger Sub, Inc.Delayed Draw1.002,573 (19)
Total unfunded commitments $149,890
 $(1,465)Total unfunded commitments$149,508 $(2,210)


As of December 31, 2019,2020, investments at fair value consisted of the following:
TypeAmortized CostFair Value% of Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,234,579 $1,161,881 63.6 %
First Lien/Last Out Debt63,575 62,182 3.4 
Second Lien Debt297,962 284,523 15.6 
Equity Investments32,754 33,877 1.9 
Investment Funds294,096 283,286 15.5 
Total$1,922,966 $1,825,749 100.0 %
30
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt (excluding First Lien/Last Out) $1,649,721
 $1,585,042
 74.63%
First Lien/Last Out Unitranche 78,951
 78,096
 3.68
Second Lien Debt 234,006
 234,532
 11.04
Equity Investments 22,272
 21,698
 1.02
Investment Fund 216,501
 204,596
 9.63
Total $2,201,451
 $2,123,964
 100.00%
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

The rate type of debt investments at fair value as of December 31, 20192020 was as follows:
Rate TypeAmortized CostFair Value% of Fair Value of First and Second Lien Debt
Floating Rate$1,583,061 $1,494,850 99.1 %
Fixed Rate13,055 13,736 0.9 
Total$1,596,116 $1,508,586 100.0 %
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $1,957,730
 $1,892,639
 99.73%
Fixed Rate 4,948
 5,031
 0.27
Total $1,962,678
 $1,897,670
 100.00%

The industry composition of investments at fair value as of December 31, 2019 was as follows:
IndustryAmortized CostFair Value% of Fair Value
Aerospace & Defense$97,206 $87,208 4.8 %
Automotive57,109 58,730 3.2 
Banking, Finance, Insurance & Real Estate92,217 97,318 5.3 
Beverage, Food & Tobacco85,152 79,948 4.4 
Business Services134,316 132,526 7.3 
Capital Equipment47,446 48,134 2.6 
Chemicals, Plastics & Rubber27,457 25,733 1.4 
Construction & Building1,554 1,578 0.1 
Consumer Services35,103 34,017 1.9 
Containers, Packaging & Glass58,036 59,190 3.2 
Durable Consumer Goods10,302 10,992 0.6 
Energy: Oil & Gas40,135 40,109 2.2 
Environmental Industries63,536 62,238 3.4 
Healthcare & Pharmaceuticals154,547 118,486 6.5 
High Tech Industries205,975 205,709 11.3 
Hotel, Gaming & Leisure100,696 80,444 4.4 
Investment Funds294,096 283,286 15.5 
Media: Advertising, Printing & Publishing37,234 37,261 2.0 
Media: Diversified & Production19,636 19,600 1.1 
Non-durable Consumer Goods1,500 1,664 0.1 
Retail34,818 34,489 1.9 
Software87,026 85,727 4.7 
Sovereign & Public Finance37,055 37,621 2.1 
Telecommunications116,245 98,914 5.4 
Transportation: Cargo29,576 29,389 1.6 
Transportation: Consumer26,912 27,443 1.5 
Wholesale28,081 27,995 1.5 
Total$1,922,966 $1,825,749 100.0 %

31
IndustryAmortized Cost Fair Value % of Fair Value
Aerospace & Defense$109,755
 $109,758
 5.17%
Automotive39,177
 39,665
 1.87
Banking, Finance, Insurance & Real Estate112,248
 115,119
 5.42
Beverage, Food & Tobacco80,597
 81,222
 3.82
Business Services167,435
 167,497
 7.89
Capital Equipment44,362
 45,027
 2.12
Chemicals, Plastics & Rubber27,432
 26,962
 1.27
Construction & Building13,713
 14,032
 0.66
Consumer Services41,089
 38,347
 1.81
Containers, Packaging & Glass67,821
 68,207
 3.21
Durable Consumer Goods11,165
 11,584
 0.55
Energy: Electricity33,543
 30,930
 1.46
Energy: Oil & Gas11,762
 11,974
 0.56
Environmental Industries42,802
 43,106
 2.03
Healthcare & Pharmaceuticals248,615
 192,719
 9.07
High Tech Industries215,856
 215,274
 10.13
Hotel, Gaming & Leisure96,815
 95,073
 4.48
Investment Fund216,501
 204,596
 9.63
Media: Broadcast & Subscription45,916
 46,529
 2.19
Media: Advertising, Printing & Publishing36,895
 37,406
 1.76
Non-durable Consumer Goods1,500
 1,999
 0.09
Retail43,081
 43,020
 2.03
Software224,807
 226,045
 10.63
Sovereign & Public Finance38,297
 37,381
 1.76
Telecommunications119,014
 116,115
 5.47
Transportation: Cargo42,204
 42,220
 1.99
Transportation: Consumer35,715
 36,276
 1.71
Wholesale33,334
 25,881
 1.22
Total$2,201,451
 $2,123,964
 100.00%
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 20192020
(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, 20192020 was as follows:
GeographyAmortized CostFair Value% of Fair Value
Canada$24,206 $24,658 1.4 %
Cyprus6,112 6,793 0.4 
Luxembourg32,093 29,970 1.6 
United Kingdom88,885 90,112 4.9 
United States1,771,670 1,674,216 91.7 
Total$1,922,966 $1,825,749 100.0 %
GeographyAmortized Cost Fair Value % of Fair Value
Canada$41,002
 $40,939
 1.93%
Cyprus4,746
 4,836
 0.23
Jamaica202
 195
 0.01
Luxembourg36,563
 36,563
 1.72
United Kingdom24,865
 26,531
 1.25
United States2,094,073
 2,014,900
 94.86
Total$2,201,451
 $2,123,964
 100.00%



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



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TCG BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of March 31, 20202021
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” 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 Global Credit Investment Management L.L.C. (“CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group Inc. (formerly, 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 capital appreciation primarily through debt investments. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. The Company complements thisThis core strategy is supplemented with additive, diversifying assets including, but not limited to,complementary specialty lending investments.and opportunistic investing strategies, which take advantage of the 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 origination 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 balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine 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 (including with respect to interest rates) in which the Company is operating.
The Company invests primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest 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 BDC began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
Until December 31, 2017, the Company was an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company ceased to be an emerging growth company as of December 31, 2017.
The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global 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 subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global investment firm publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
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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, 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 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.
On June 26, 2015, the Company completed a $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 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the 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 78, Notes Payable, for details. The 2015-1 Issuer is consolidated in these 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 and February 22, 2021 (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 10, Net Assets, 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 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 consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVs and the 2015-1 Issuer. All significant intercompany balances and transactions have been eliminated. U.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.
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The interim financial statements have been prepared in accordance with U.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 U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim periods 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, 2019.2020. The results of operations for the three month period ended March 31, 20202021 are not necessarily indicative of the operating results to be expected for the full year.



Use of Estimates
The preparation of consolidated financial statements in conformity with U.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 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 for further information about fair value measurements.
Cash and Cash Equivalents
Cash and cash equivalents 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 are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit.
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 has 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. As of March 31, 20202021 and December 31, 2019,2020, the fair value of the loans in the portfolio with PIK provisions was $120,683$219,536 and $164,902,$240,861, respectively, which represents approximately 6.0%11.9% and 7.8%13.2% of total investments at fair value, respectively. For the three month periodmonths ended March 31, 2021 and 2020, the Company earned $2,125 and $643 in PIK income. Forincome, respectively. PIK income is included in interest income in the three month period ended March 31, 2019, the Company earned $1,150 in PIK income.accompanying Consolidated Statements of Operations.
Dividend Income
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Dividend income from the investment fundfunds, Credit Fund and Credit Fund II, 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, unused, 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 other assets in the


accompanying Consolidated Statements of Assets and Liabilities.ForLiabilities. For the three month periodmonths ended March 31, 2021 and 2020, the Company earned $1,470 and $2,344 in other income, primarily from underwriting and prepayment fees. For the three month period ended March 31, 2019, the Company earned $2,028 in other income, primarily from amendment and arranger fees.respectively.
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 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 March 31, 20202021 and December 31, 2019,2020, the fair value of the loans in the portfolio on non-accrual status was $44,116$60,376 and $52,429,$58,136, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of March 31, 20202021 and December 31, 2019.2020.
The Facilities, Senior Notes, and 2015-1R Notes – Related Costs, Expenses and Deferred Financing Costs
The Company entered into a senior secured revolving credit facility (as amended, the "Credit Facility") and the SPV entered into a senior secured credit facility (as amended, the "SPV Credit Facility", and together with the Credit Facility, the "Facilities"), which was terminated on December 11, 2020. Interest expense and unused commitment fees on the Facilities are recorded on an accrual basis. Unused commitment fees are included in 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 4.750% 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 4.500% Senior Unsecured Notes due December 31, 2024 (the "2020 Notes", and together with the 2019 Notes, the "Senior Notes"). The Facilities, the 2015-1R Notes and the 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 Facilities. Amortization of deferred financing costs for each credit facility is computed on the straight-line basis over the respective term of each credit facility. The unamortized balance of such costs is included in deferred financing costs in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in 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 2015-1R Notes and Senior Notes. Amortization of debt issuance costs for the notes is computed on the effective yield method over the term of the notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the notes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.
The notes are recorded at carrying value, which approximates fair value.
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.
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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, although 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. The SPVs 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. For the three month periodmonths ended March 31, 2021 and 2020, the Company incurred $124 and $52 in excise tax expense. For the three month period ended March 31, 2019, the Company incurred $60 in excise tax expense.expense, respectively.
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.

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 stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if the Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the 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, the 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 Translations

The functional currency of the Company is the U.S. Dollar. 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.

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.
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Recent Accounting Standards Updates
On June 16, 2016,In May 2020, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): MeasurementSEC adopted rule amendments that will impact the requirement of Credit Losses on Financial Instruments.investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies. Under Rules 3-09 and 4-08(g) of Regulation S-X, investment companies are required to include separate financial statements or summary financial information, respectively, in their periodic reports for any portfolio company that meets the definition of "significant subsidiary." The rule amendments adopted in May 2020 create a new definition of "significant subsidiary", as set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act, which are applicable only to investment companies. This ASUnew definition modifies the investment test and income test, and eliminates the asset test, and is intended to introduce new guidance formore accurately capture those portfolio companies that are more likely to materially impact the accounting for credit lossesfinancial condition of an investment company. The rule amendments are effective on instruments within scope based on an estimateJanuary 1, 2021, but voluntary compliance is permitted in advance of current expected credit losses. The guidance wasthe effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.date. The Company adopted the new requirement within Form 10-Q filings starting withrule amendments for the quarter that began January 1,ended September 30, 2020, which did not have a material impact on the Company's consolidated financial statements.
3. FAIR VALUE MEASUREMENTS
The Company applies fair value accounting in accordance with the terms of 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. 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 U.S. 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 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 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.
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;
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•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 March 31, 20202021 and December 31, 2019.2020.
U.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. Financial instruments in in this category 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. Financial instruments in this category generally include 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 in this category generally include investments in privately-held entities, 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 interest, 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 periods ended March 31, 20202021 and 2019,2020, there were no transfers between levels.
39

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 March 31, 20202021 and December 31, 2019:2020:
 March 31, 2021
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,226,653 $1,226,653 
Second Lien Debt— — 299,322 299,322 
Equity Investments— — 35,030 35,030 
Investment Funds
Mezzanine Loan— — — — 
Subordinated Loan and Member's Interest— — 202,695 202,695 
Total$— $— $1,763,700 $1,763,700 
Investments measured at net asset value (1)
77,934 
Total$1,841,634 
 December 31, 2020
 Level 1Level 2Level 3Total
Assets
First Lien Debt$— $— $1,224,063 $1,224,063 
Second Lien Debt— — 284,523 284,523 
Equity Investments— — 33,877 33,877 
Investment Funds
Mezzanine Loan— — — — 
Subordinated Loan and Member's Interest— — 205,891 205,891 
Total$— $— $1,748,354 $1,748,354 
Investments measured at net asset value (1)
77,395 
Total$1,825,749 
(1) Amount represents the Company's investment in Credit Fund II. The Company, as a practical expedient, estimates the fair value of this investment using the net asset value of the Company's member's interest in Credit Fund II. As such, the fair value of the Company's investment in Credit Fund II has not been categorized within the fair value hierarchy.
40
 March 31, 2020
 Level 1 Level 2 Level 3 Total
Assets     
First Lien Debt$—
 $—
 $1,534,765
 $1,534,765
Second Lien Debt—
 —
 275,055
 275,055
Equity Investments—
 —
 29,323
 29,323
Investment Fund       
Mezzanine Loan—
 —
 —
 —
Subordinated Loan and Member's Interest—
 —
 185,134
 185,134
Total$—
 $—
 $2,024,277
 $2,024,277

 December 31, 2019
 Level 1 Level 2 Level 3 Total
Assets     
First Lien Debt$—
 $—
 $1,663,138
 $1,663,138
Second Lien Debt—
 —
 234,532
 234,532
Equity Investments—
 —
 21,698
 21,698
Investment Fund       
Mezzanine Loan—
 —
 93,000
 93,000
Subordinated Loan and Member's Interest—
 —
 111,596
 111,596
Total$—
 $—
 $2,123,964
 $2,123,964



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 month period ended March 31, 2020
 First Lien Debt Second Lien Debt Equity Investments Investment Fund - Mezzanine Loan Investment Fund - Subordinated Loan and Member's Interest Total
Balance, beginning of period$1,663,138
 $234,532
 $21,698
 $93,000
 $111,596
 $2,123,964
Purchases76,323
 89,409
 10,200
 63,500
 92,500
 331,932
Sales(44,060) —
 —
 (156,500) —
 (200,560)
Paydowns(70,129) (15,232) (1,024) —
 —
 (86,385)
Accretion of discount2,206
 380
 —
 —
 —
 2,586
Net realized gains (losses)(2,054) —
 357
 —
 —
 (1,697)
Net change in unrealized appreciation (depreciation)(90,659) (34,034) (1,908) —
 (18,962) (145,563)
Balance, end of period$1,534,765
 $275,055
 $29,323
 $—
 $185,134
 $2,024,277
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(92,299) $(33,774) $(1,908) $—
 $(18,962) $(146,943)
Financial Assets
 For the three month period ended March 31, 2021
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,224,063 $284,523 $33,877 $205,891 $1,748,354 
Purchases97,145 51,184 598 — 148,927 
Sales(75,754)— (1,392)— (77,146)
Paydowns(31,924)(41,531)— — (73,455)
Accretion of discount1,581 433 12 — 2,026 
Net realized gains (losses)992 — 681 — 1,673 
Net change in unrealized appreciation (depreciation)10,550 4,713 1,254 (3,196)13,321 
Balance, end of period$1,226,653 $299,322 $35,030 $202,695 $1,763,700 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$10,170 $4,957 $1,334 $(3,196)$13,265 
 Financial Assets
 For the three month period ended March 31, 2019
 First Lien Debt Second Lien Debt Equity Investments Investment Fund - Mezzanine Loan Investment Fund - Subordinated Loan and Member's Interest Total
Balance, beginning of period$1,546,271
 $178,958
 $24,633
 $112,000
 $110,295
 $1,972,157
Purchases165,076
 48,405
 2,240
 30,500
 —
 246,221
Sales(6,815) —
 (1,738) —
 —
 (8,553)
Paydowns(44,241) —
 —
 (18,700) —
 (62,941)
Accretion of discount2,092
 69
 —
 —
 —
 2,161
Net realized gains (losses)(60) —
 959
 —
 —
 899
Net change in unrealized appreciation (depreciation)978
 1,419
 2,372
 —
 496
 5,265
Balance, end of period$1,663,301
 $228,851
 $28,466
 $123,800
 $110,791
 $2,155,209
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$1,242
 $1,419
 $2,648
 $—
 $496
 $5,805
Financial Assets
 For the three month period ended March 31, 2020
 First Lien DebtSecond Lien DebtEquity InvestmentsInvestment Fund - Mezzanine LoanInvestment Fund - Subordinated Loan and Member's InterestTotal
Balance, beginning of period$1,663,138 $234,532 $21,698 $93,000 $111,596 $2,123,964 
Purchases76,323 89,409 10,200 63,500 92,500 331,932 
Sales(44,060)— — (156,500)— (200,560)
Paydowns(70,129)(15,232)(1,024)— (86,385)
Accretion of discount2,206 380 — — — 2,586 
Net realized gains (losses)(2,054)— 357 — — (1,697)
Net change in unrealized appreciation (depreciation)(90,659)(34,034)(1,908)— (18,962)(145,563)
Balance, end of period$1,534,765 $275,055 $29,323 $— $185,134 $2,024,277 
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations$(92,299)$(33,774)$(1,908)$— $(18,962)$(146,943)
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
41


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 equities are generally valued using a market approach and/or 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 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 are valued using discounted cash flow analysis with the expected discount 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 March 31, 20202021 and December 31, 2019:2020:
 Fair Value as of March 31, 2021Valuation TechniquesSignificant Unobservable InputsRange 
 LowHighWeighted Average
Investments in First Lien Debt$1,091,189 Discounted Cash FlowDiscount Rate3.87 %17.30 %9.08 %
75,638 Consensus PricingIndicative Quotes95.81 100.50 98.39 
59,826 Income ApproachDiscount Rate11.96 %13.35 %12.61 %
Market ApproachComparable Multiple3.73x7.65x6.99x
Total First Lien Debt1,226,653 
Investments in Second Lien Debt206,992 Discounted Cash FlowDiscount Rate7.03 %14.53 %9.74 %
92,330 Consensus PricingIndicative Quotes86.75 99.25 93.77 
Total Second Lien Debt299,322 
Investments in Equity35,030 Income ApproachDiscount Rate7.22 %11.96 %8.74 %
Market ApproachComparable Multiple7.55x16.43x10.69x
Total Equity Investments35,030 
Investments in Investment Fund
Subordinated Loan and
Member's Interest		202,695 Discounted Cash FlowDiscount Rate8.50 %8.50 %8.50 %
Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Investment Fund202,695 
Total Level 3 Investments$1,763,700 
42

 Fair Value as of March 31, 2020 Valuation Techniques Significant Unobservable Inputs Range  
 Low High Weighted Average
Investments in First Lien Debt$1,384,548
 Discounted Cash Flow Discount Rate 6.24% 25.03% 9.77%
 115,824
 Consensus Pricing Indicative Quotes 44.00
 100.00
 86.37
 34,393
 Income Approach Discount Rate 12.22% 19.32% 16.06%
   Market Approach Comparable Multiple 7.89x
 8.55x
 8.49x
Total First Lien Debt1,534,765
          
Investments in Second Lien Debt221,704
 Discounted Cash Flow Discount Rate 9.52% 13.87% 11.64%
 53,351
 Consensus Pricing Indicative Quotes 65.67
 90.38
 74.34
Total Second Lien Debt275,055
          
Investments in Equity29,323
 Income Approach Discount Rate 7.93% 16.28% 9.71%
   Market Approach Comparable Multiple 6.05x
 16.40x
 9.49x
Total Equity Investments29,323
          
Investments in Investment Fund           
Mezzanine Loan—
 Collateral Analysis Recovery Rate 100.00% 100.00% 100.00%
Subordinated Loan and
Member's Interest		185,134
 Discounted Cash Flow
 Discount Rate
 11.00% 11.00% 11.00%
   Discounted Cash Flow Default Rate 3.00% 3.00% 3.00%
   Discounted Cash Flow Recovery Rate 65.00% 65.00% 65.00%
Total Investments in Investment Fund185,134
          
Total Level 3 Investments$2,024,277
          


Fair Value as of December 31, 2019 Valuation Techniques Significant Unobservable Inputs Range   Fair Value as of December 31, 2020Valuation TechniquesSignificant Unobservable InputsRange 
Low High Weighted Average LowHighWeighted Average
Investments in First Lien Debt$1,332,584
 Discounted Cash Flow Discount Rate 3.64% 24.45% 8.13%Investments in First Lien Debt$879,159 Discounted Cash FlowDiscount Rate3.96 %16.60 %8.80 %
318,681
 Consensus Pricing Indicative Quotes 77.94
 100.00
 96.96
287,191 Consensus PricingIndicative Quotes89.11 100.00 97.70 
11,873
 Income Approach Discount Rate 12.22% 19.32% 13.16%57,713 Income ApproachDiscount Rate12.80 %14.70 %13.50 %
  Market Approach Comparable Multiple 7.89x
 8.38x
 8.49x
Market ApproachComparable Multiple3.17x6.99x6.43x
Total First Lien Debt1,663,138
      Total First Lien Debt1,224,063 
Investments in Second Lien Debt188,736
 Discounted Cash Flow Discount Rate 7.40% 10.66% 8.85%Investments in Second Lien Debt238,785 Discounted Cash FlowDiscount Rate7.14 %15.27 %9.67 %
45,796
 Consensus Pricing Indicative Quotes 97.50
 98.31
 98.19
45,738 Consensus PricingIndicative Quotes82.88 100.00 87.75 
Total Second Lien Debt234,532
      Total Second Lien Debt284,523 
Investments in Equity21,698
 Income Approach Discount Rate 7.76% 15.31% 8.84%Investments in Equity33,877 Income ApproachDiscount Rate7.22 %12.80 %8.84 %
  Market Approach Comparable Multiple 6.37x
 16.65x
 9.24x
Market ApproachComparable Multiple6.99x16.43x10.50x
Total Equity Investments21,698
      Total Equity Investments33,877 
Investment in Investment Fund       Investment in Investment Fund
Mezzanine Loan93,000
 Collateral Analysis Recovery Rate 100.00% 100.00% 100.00%Mezzanine Loan— Collateral AnalysisRecovery Rate100.00 %100.00 %100.00 %
Subordinated Loan and Member's Interest111,596
 Discounted Cash Flow Discount Rate 10.00% 10.00% 10.00%Subordinated Loan and Member's Interest205,891 Discounted Cash FlowDiscount Rate8.50 %8.50 %8.50 %
  Discounted Cash Flow Default Rate 2.00% 2.00% 2.00%Discounted Cash FlowDefault Rate3.00 %3.00 %3.00 %
  Discounted Cash Flow Recovery Rate 75.00% 75.00% 75.00%Discounted Cash FlowRecovery Rate65.00 %65.00 %65.00 %
Total Investments in Investment Fund204,596
      Total Investments in Investment Fund205,891 
Total Level 3 Investments$2,123,964
      Total Level 3 Investments$1,748,354 
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 in isolation 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 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 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 and fair value of the Company’s secured borrowings and senior unsecured notes disclosed but not carried at fair value as of March 31, 20202021 and December 31, 2019:2020:
March 31, 2020 December 31, 2019 March 31, 2021December 31, 2020
Carrying Value Fair Value Carrying Value Fair Value Carrying ValueFair ValueCarrying ValueFair Value
Secured borrowings$701,609
 $701,609
 $616,543
 $616,543
Secured borrowings$309,397 $309,397 $347,949 $347,949 
Senior unsecured notes$115,000
 $115,000
 $115,000
 $115,000
2019 Notes2019 Notes115,000 116,250 115,000 116,250 
2020 Notes2020 Notes75,000 75,000 75,000 75,000 
Total$816,609
 $816,609
 $731,543
 $731,543
Total$499,397 $500,647 $537,949 $539,199 
The carrying values of the secured borrowings and senior unsecured 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.
43

The significant unobservable inputs used in the fair value measurement of the Company’s secured borrowings and senior


unsecured notes are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.
The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes disclosed but not carried at fair value as of March 31, 20202021 and December 31, 2019:2020:
March 31, 2020 December 31, 2019 March 31, 2021December 31, 2020
Carrying Value Fair Value Carrying Value Fair ValueCarrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800
 $212,996
 $234,800
 $233,053
Aaa/AAA Class A-1-1-R Notes$234,800 $234,283 $234,800 $230,996 
Aaa/AAA Class A-1-2-R Notes50,000
 45,773
 50,000
 49,908
Aaa/AAA Class A-1-2-R Notes50,000 50,000 50,000 49,645 
Aaa/AAA Class A-1-3-R Notes25,000
 24,045
 25,000
 25,163
Aaa/AAA Class A-1-3-R Notes25,000 25,016 25,000 25,017 
AA Class A-2-R Notes66,000
 66,000
 66,000
 66,000
AA Class A-2-R Notes66,000 66,000 66,000 64,895 
A Class B Notes46,400
 37,370
 46,400
 46,400
A Class B Notes46,400 46,400 46,400 45,291 
BBB- Class C Notes27,000
 27,000
 27,000
 27,000
BBB- Class C Notes27,000 26,411 27,000 24,592 
Total$449,200
 $413,184
 $449,200
 $447,524
Total$449,200 $448,110 $449,200 $440,436 
The fair value determination of the Company’s notes payable 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.
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 “First Amended and Restated“Investment Advisory Agreement”). Unless terminated earlier, the Investment Advisory Agreement”) afterAgreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the approvalvote of the Company's Board of Directors and by the vote of a majority of the Independent Directors. On May 29, 2020, 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. On August 6, 2018, the First Amended and Restated Investment Advisory Agreement was further amended (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 August 6, 2018. On May 6, 2019, 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. On May 29, 2020, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company’s Investment Advisory Agreement with the Adviser for an additional one year term. Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the “Order”) and a determination by the Board that reliance on the Order was appropriate due to circumstances related to the current or potential effects of COVID-19, the May 29 meeting was held by video- and telephone-conference. 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 Adviser provides investment advisory services to the Company. For providing these services, the Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.
Effective September 15, 2017, theThe base management fee has been calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters; provided, however, effective July 1, 2018, the base management fee has beenis calculated at an annual rate of 1.00% of the average value of the gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the average value of the Company’s net asset value at the end of the two most recently completed calendar quarters. The base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from the use of leverage. For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.
44

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-incentivePre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, has 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.
Below is a summary of the base management fees and incentive fees incurred during the three month periods ended March 31, 20202021 and 2019.2020.
For the three month periods ended
March 31, 2021March 31, 2020
Base management fees$6,800 $7,386 
Incentive fees on pre-incentive fee net investment income4,257 5,086 
Realized capital gains incentive fees— — 
Accrued capital gains incentive fees— — 
Total capital gains incentive fees— — 
Total incentive fees4,257 5,086 
Total base management fees and incentive fees$11,057 $12,472 
45
 For the three month periods ended
 March 31, 2020 March 31, 2019
Base management fees$7,386
 $7,685
Incentive fees on pre-incentive fee net investment income5,086
 5,846
Realized capital gains incentive fees—
 —
Accrued capital gains incentive fees—
 —
Total capital gains incentive fees—
 —
Total incentive fees5,086
 5,846
Total base management fees and incentive fees$12,472
 $13,531

Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.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.
As of March 31, 20202021 and December 31, 2019, $12,3332020, $11,047 and $13,236,$11,549, 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.


Administration Agreement
On April 3, 2013, the Company's Board of Directors approved the Administration Agreement. 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 Compliance Officer and Treasurer) 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.
Unless 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 May 6, 2019,29, 2020, the Company'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 periodperiods ended March 31, 2021 and 2020, the Company incurred $282 and $106, in fees under the Administration Agreement. For the three month period ended March 31, 2019, the Company incurred $216respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of March 31, 20202021 and December 31, 2019, $982020, $202 and $77,$85, 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 agreement with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides 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 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 6, 2019,29, 2020, 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 periodperiods ended March 31, 2021 and 2020, the Company incurred $170 and $193, respectively, in fees incurred in connection withunder the State Street Sub-Administration Agreement, which amounted to $193 wereare included in other general and administrative in the accompanying Consolidated Statements of Operations. For the three month period ended March 31, 2019, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $189 were included in other general and administrativeexpenses in the accompanying Consolidated Statements of Operations. As of March 31, 20202021 and December 31, 2019, $5722020, $510 and $380, $334,
46

respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
License Agreement
The Company has entered into a royalty free license agreement with CIM, which wholly owns our Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which CIM has granted the Company a non-exclusive, revocable and non-transferable license to use the name and mark “Carlyle.”


Board of Directors
The Company’s Board of Directors currently consists of fivesix members, threefour of whom are Independent Directors. The Board of Directors has established an Audit Committee, a Pricing Committee, a Nominating and Governance Committee and a Compensation Committee, the members of each of which consist entirely of the Company’s Independent Directors. The Board of Directors may establish additional committees in the future. For the three month periodperiods ended March 31, 2021 and 2020, the Company incurred $116 and $96, and for the three month period ended March 31, 2019, the Company incurred $93respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of March 31, 20202021 and December 31, 2019, $102020, $117 and $0,$96, respectively, in fees or expenses associated with its Independent Directors were payable.payable, and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
Transactions with Investment Funds
For the three month period ended March 31, 2021, the Company sold 1 investment to Credit Fund
for proceeds of $23,591 and realized gain (loss) of $228. For the three month period ended March 31, 2020, the Company sold 1 investment to Credit Fund for proceeds of $19,119 and realized gains (losses)gain (loss) of $264. For the three month period ended March 31, 2019, the Company sold no investments to Credit Fund. See Note 5, Middle Market Credit Fund, LLC, for further information about Credit Fund. For the three month period ended March 31, 2021, the Company sold 1 investment for proceeds of $5,119 and realized gains (losses) of $12 to Credit Fund II. See Note 6, Middle Market Credit Fund II, LLC, for further information about Credit Fund II.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of the Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. For the three month period ended March 31, 2021, the Company declared and paid a dividend on the Preferred Stock of $875. See Note 10, Net Assets, 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 and February 22, 2021 (as amended, the Limited"Limited Liability Company AgreementAgreement") to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund commenced operations in May 2016 and 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. 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”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the "2019-2 Issuer", formerly known as MMCF Warehouse, LLC (the "Credit Fund Warehouse")) and MMCF Warehouse II, LLC (the "Credit Fund Warehouse II"), each a Delaware limited liability company, were formed on
47

April 5, 2016, October 6, 2017, November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer 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. In December 2020, the 2017-1 CLO was redeemed in full and notes outstanding were repaid in full. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to "Debt" below for discussions regarding the credit facilities entered into and then notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit 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 the 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 Administrative Agent in performing its obligations thereunder.


Selected Financial Data
Since inception of Credit Fund and through March 31, 20202021 and December 31, 2019,2020, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $123,500$216,000 in subordinated loans, respectively, to Credit Fund. Below is certain summarized consolidated financial information for Credit Fund as of March 31, 20202021 and December 31, 2019.2020.
 As ofAs of
 March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
 (unaudited)   (unaudited) 
Selected Consolidated Balance Sheet Information    Selected Consolidated Balance Sheet Information
ASSETS    ASSETS
Investments, at fair value (amortized cost of $1,296,794 and $1,258,157, respectively) $1,199,183
 $1,246,839
Investments, at fair value (amortized cost of $993,936 and $1,080,538, respectively)Investments, at fair value (amortized cost of $993,936 and $1,080,538, respectively)$983,277 $1,056,381 
Cash and cash equivalents 79,802
 64,787
Cash and cash equivalents63,384 119,796 
Other assets 47,437
 9,369
Other assets11,344 7,553 
Total assets $1,326,422
 $1,320,995
Total assets$1,058,005 $1,183,730 
LIABILITIES AND MEMBERS’ EQUITY    LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings $462,421
 $441,077
Secured borrowings$446,301 $514,261 
Notes payable, net of unamortized debt issuance costs of $3,320 and $3,441, respectively 487,066
 528,407
Mezzanine loans (1)
 —
 93,000
Other Short-Term Borrowings 8,802
 —
Notes payable, net of unamortized debt issuance costs of $1,511 and $1,559, respectivelyNotes payable, net of unamortized debt issuance costs of $1,511 and $1,559, respectively184,326 253,933 
Other liabilities 43,135
 32,383
Other liabilities15,243 15,543 
Subordinated loans and members’ equity (1) 324,998
 226,128
Subordinated loans and members’ equity (1)
412,135 399,993 
Liabilities and members’ equity $1,326,422
 $1,320,995
Liabilities and members’ equity$1,058,005 $1,183,730 
(1) As of March 31, 20202021 and December 31, 2019,2020, the fair value of Company's ownership interest in the subordinated loans and members’ equity was $185,134$202,695 and $111,596, respectively, and $0 and $93,000, respectively, in the mezzanine loans.$205,891, respectively.

48

 For the three month periods endedFor the three month periods ended
 March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
 (unaudited) (unaudited)
Selected Consolidated Statement of Operations Information:    Selected Consolidated Statement of Operations Information:
Total investment income $21,592
 $22,606
Total investment income$16,105 $21,592 
Expenses    Expenses
Interest and credit facility expenses 13,927
 14,730
Interest and credit facility expenses5,415 13,927 
Other expenses 503
 441
Other expenses468 503 
Total expenses 14,430
 15,171
Total expenses5,883 14,430 
Net investment income (loss) 7,162
 7,435
Net investment income (loss)10,222 7,162 
Net realized gain (loss) on investments —
 (8,285)Net realized gain (loss) on investments(1,578)— 
Net change in unrealized appreciation (depreciation) on investments (86,293) 17,778
Net change in unrealized appreciation (depreciation) on investments13,498 (86,293)
Net increase (decrease) resulting from operations $(79,131) $16,928
Net increase (decrease) resulting from operations$22,142 $(79,131)
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of March 31, 20202021 and December 31, 2019:2020:
As of
March 31, 2021December 31, 2020
Senior secured loans (1)
$997,657 $1,084,491 
Weighted average yields of senior secured loans based on amortized cost (2)
6.06 %6.03 %
Weighted average yields of senior secured loans based on fair value (2)
6.11 %6.15 %
Number of portfolio companies in Credit Fund50 54 
Average amount per portfolio company (1)
$19,953 $20,083 
Number of loans on non-accrual status— — 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates (3)(4)
97.3 %97.7 %
Percentage of portfolio at fixed interest rates (4)
2.7 %2.3 %
Fair value of loans with PIK provisions$26,602 $24,113 
Percentage of portfolio with PIK provisions (4)
2.7 %2.3 %
(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 March 31, 2021 and December 31, 2020. 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 original issue discount ("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.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.
49

 As of
 March 31, 2020 December 31, 2019
Senior secured loans (1)
$1,299,438
 $1,260,582
Weighted average yields of senior secured loans based on amortized cost (2)
6.01% 6.51%
Weighted average yields of senior secured loans based on fair value (2)
6.48% 6.55%
Number of portfolio companies in Credit Fund63
 61
Average amount per portfolio company (1)
$20,626
 $20,665
Number of loans on non-accrual status1
 1
Fair value of loans on non-accrual status$21,150
 $21,150
Percentage of portfolio at floating interest rates (3)(4)
98.2% 98.3%
Percentage of portfolio at fixed interest rates (4)
1.8% 1.7%
Fair value of loans with PIK provisions$21,150
 $21,150
Percentage of portfolio with PIK provisions (4)
1.8% 1.7%
(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 March 31, 2020 and December 31, 2019. 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 original issue discount ("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.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.


Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (97.3% of fair value)
ACR Group Borrower, LLC^+(2)(3)(6)Aerospace & DefenseL + 4.50%5.50%3/31/2028$34,650 $34,020 $34,020 
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.70%2/15/202725,570 25,542 25,220 
Alpha Packaging Holdings, Inc.+\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,269 16,269 16,269 
AmeriLife Holdings LLC#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.11%3/18/20279,926 9,905 9,923 
Analogic Corporation^+(2)(3)(6)Capital EquipmentL + 5.25%6.25%6/22/202418,810 18,790 18,687 
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassL + 4.00%4.11%7/18/202624,660 24,559 24,660 
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.36%5/9/202614,738 14,679 14,516 
Aptean, Inc.^+#(2)(3)SoftwareL + 4.25%4.36%4/23/202612,250 12,199 12,121 
Astra Acquisition Corp.+#(2)(3)SoftwareL + 4.75%5.50%2/28/202728,782 28,405 28,443 
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.69%12/22/202514,555 14,449 14,485 
Avenu Holdings, LLC+(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/202423,531 23,531 23,531 
Big Ass Fans, LLC+\#(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,730 13,680 13,730 
BK Medical Holding Company, Inc.^+(2)(3)(6)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,104 23,905 23,650 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareL + 5.00%6.00%8/30/202314,019 13,402 14,019 
Clearent Newco, LLC^(2)(3)(6)High Tech IndustriesL + 5.50%6.50%3/20/202529,423 29,187 29,423 
Clearent Newco, LLC+\(2)(3)High Tech IndustriesL + 6.50%7.50%3/20/20254,069 4,069 4,069 
DBI Holding LLC^(2)Transportation: Cargo14.00% PIK14.00%3/26/20232,538 2,538 2,538 
DecoPac, Inc.^+\(2)(3)(6)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,259 12,334 
Diligent Corporation^+(2)(3)(6)TelecommunicationsL + 6.25%7.25%8/4/20258,661 8,399 8,738 
DTI Holdco, Inc.^+\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,641 18,566 17,860 
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.36%11/5/20247,533 7,509 7,496 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsL + 5.75%6.75%6/7/202319,750 19,713 19,750 
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,473 21,367 20,749 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,688 24,494 23,495 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,849 14,214 14,980 
Golden West Packaging Group LLC+\(2)(3)Containers, Packaging & GlassL + 5.25%6.25%6/20/202327,305 27,208 27,259 
HMT Holding Inc.+\(2)(3)(6)Energy: Oil & GasL + 5.00%6.00%11/17/202332,737 32,404 32,001 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/20258,495 8,381 8,615 
Jensen Hughes, Inc.+\(2)(3)(6)Utilities: ElectricL + 4.50%5.50%3/22/202434,863 34,771 34,118 
KAMC Holdings, Inc.+(2)(3)Energy: ElectricityL + 4.00%4.19%8/14/202613,790 13,735 13,208 
KBP Investments, LLC^+(2)(3)(6)Beverage, Food & TobaccoL + 5.00%6.00%5/15/20239,277 9,058 9,362 
Marco Technologies, LLC+\(2)(3)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,313 7,332 
Mold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/202114,483 14,468 14,483 
Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.70%9/13/202523,415 23,235 23,389 
50

Consolidated Schedule of Investments as of March 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date  Par/ Principal Amount 
Amortized Cost (4)
 
Fair Value (5)
First Lien Debt (98.17% of fair value)            
Achilles Acquisition, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.00% 5.00% 10/13/2025 $29,805
 $29,690
 $25,931
Acrisure, LLC+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 3.50% 5.21% 2/15/2027 25,828
 25,796
 22,486
Advanced Instruments, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.25% 6.26% 10/31/2022 36,087
 36,019
 35,405
Alku, LLC+# (2) (3) Business Services L + 5.50% 7.31% 7/29/2026 25,000
 24,758
 23,900
Alpha Packaging Holdings, Inc.+*\ (2) (3) Containers, Packaging & Glass L + 6.00% 7.13% 11/12/2021 16,639
 16,637
 16,296
AmeriLife Holdings LLC# (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.00% 5.45% 3/18/2027 8,864
 8,839
 8,286
Analogic Corporation^+ (2) (3) (7) Capital Equipment L + 5.25% 6.25% 6/22/2024 19,169
 19,144
 18,143
Anchor Packaging, Inc.^+# (2) (3) (7) Containers, Packaging & Glass L + 4.00% 4.99% 7/18/2026 20,410
 20,315

19,056
API Technologies Corp.+\ (2) (3) Aerospace & Defense L + 4.25% 5.24% 5/9/2026 14,888
 14,818
 12,887
Aptean, Inc.+ \ (2) (3) Software L + 4.25% 5.24% 4/23/2026 12,375
 12,313
 10,271
AQA Acquisition Holding, Inc.^*\ (2) (3) (7) High Tech Industries L + 4.25% 5.65% 5/24/2023 21,323
 21,299
 20,741
Astra Acquisition Corp.+# (2) (3) Software L + 5.50% 6.50% 3/1/2027 29,000
 28,567
 26,822
Avalign Technologies, Inc.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.50% 5.57% 12/22/2025 14,704
 14,578
 13,893
Big Ass Fans, LLC+*\ (2) (3) Capital Equipment L + 3.75% 5.20% 5/21/2024 13,873
 13,809
 13,515
BK Medical Holding Company, Inc.^+ (2) (3) (7) Healthcare & Pharmaceuticals L + 5.25% 6.25% 6/22/2024 24,348
 24,089
 23,456
Brooks Equipment Company, LLC+* (2) (3) Construction & Building L + 5.00% 6.60% 8/29/2020 5,066
 5,064
 5,019
Clarity Telecom LLC.+ (2) (3) Media: Broadcasting & Subscription L + 4.25% 5.24% 8/30/2026 14,925
 14,880
 14,058
Clearent Newco, LLC^+\ (2) (3) (7) High Tech Industries L + 5.50% 6.87% 3/20/2025 29,675
 29,386
 27,402
Datto, Inc.+\ (2) (3) High Tech Industries L + 4.25% 5.24% 4/2/2026 12,406
 12,345
 11,720
DecoPac, Inc.^+ *\ (2) (3) (7) Non-durable Consumer Goods L + 4.25% 5.27% 9/29/2024 13,622
 13,524
 13,622
DTI Holdco, Inc.+*\ (2) (3) High Tech Industries L + 4.75% 6.53% 9/30/2023 18,836
 18,729
 13,233
Eliassen Group, LLC+\ (2) (3) Business Services L + 4.50% 5.49% 11/5/2024 7,571
 7,540
 7,376
EvolveIP, LLC^+ (2) (3) (7) Telecommunications L + 5.75% 6.75% 6/7/2023 19,948
 19,895
 19,388
Exactech, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,694
 21,563
 17,084
Excel Fitness Holdings, Inc.+# (2) (3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,938
 24,705
 22,539
Golden West Packaging Group LLC+*\ (2) (3) Containers, Packaging & Glass L + 5.75% 6.75% 6/20/2023 29,252
 29,103
 28,333
HMT Holding Inc.^ +*\ (2) (3) (7) Energy: Oil & Gas L + 5.00% 6.02% 11/17/2023 37,305
 36,855
 36,630
Jensen Hughes, Inc.^+*\ (2) (3) (7) Utilities: Electric L + 4.50% 5.57% 3/22/2024 34,871
 34,726
 33,326
KAMC Holdings, Inc.+# (2) (3) Energy: Electricity L + 4.00% 5.61% 8/14/2026 13,930
 13,866
 13,083
Lionbridge Technologies, Inc.+ (2) (3) Business Services L + 6.25% 7.32% 12/29/2025 24,938
 24,938
 23,583
MAG DS Corp.+\ (2) (3) (7) Aerospace & Defense L + 4.75% 6.20% 6/6/2025 27,632
 27,413
 27,632
Maravai Intermediate Holdings, LLC+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 5.75% 8/2/2025 29,550
 29,313
 28,040
Marco Technologies, LLC^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.25% 5.78% 10/30/2023 7,444
 7,394
 6,979


Consolidated Schedule of Investments as of March 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date  Par/ Principal Amount 
Amortized Cost (4)
 
Fair Value (5)
Mold-Rite Plastics, LLC+\ (2) (3) Chemicals, Plastics & Rubber L + 4.25% 5.32% 12/14/2021 $14,557
 $14,524
 $14,288
MSHC, Inc.^+*\ (2) (3) (7) Construction & Building L + 4.25% 5.25% 12/31/2024 42,477
 42,340
 40,467
Newport Group Holdings II, Inc.+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.20% 9/13/2025 23,655
 23,436
 22,626
Odyssey Logistics & Technology Corp.+*\# (2) (3) Transportation: Cargo L + 4.00% 5.07% 10/12/2024 39,013
 38,866
 27,309
Output Services Group^+\ (2) (3) Media: Advertising, Printing & Publishing L + 4.50% 6.11% 3/27/2024 19,571
 19,523
 18,432
PAI Holdco, Inc.+*\ (2) (3) Automotive L + 4.25% 5.39% 1/5/2025 19,486
 19,415
 18,956
Park Place Technologies, Inc.+\# (2) (3) High Tech Industries L + 4.00% 5.00% 3/28/2025 22,502
 22,429
 21,827
Pasternack Enterprises, Inc.+\ (2) (3) Capital Equipment L + 4.00% 5.00% 7/2/2025 22,697
 22,684
 21,955
Pharmalogic Holdings Corp.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.00% 5.00% 6/11/2023 11,292
 11,269
 11,091
Premise Health Holding Corp.^+\# (2) (3) (7) Healthcare & Pharmaceuticals L + 3.50% 4.95% 7/10/2025 13,689
 13,632
 13,081
Propel Insurance Agency, LLC^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.25% 5.70% 6/1/2024 22,475
 22,024
 21,678
Q Holding Company+*\# (2) (3) Automotive L + 5.00% 6.45% 12/31/2023 21,900
 21,732
 20,560
QW Holding Corporation (Quala)^+* (2) (3) (7) Environmental Industries L + 6.25% 7.70% 8/31/2022 16,305
 16,144
 15,895
Radiology Partners, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 5.98% 7/9/2025 27,686
 27,566
 22,149
RevSpring Inc.*\# (2) (3) Media: Advertising, Printing & Publishing L + 4.00% 5.45% 10/11/2025 29,688
 29,476
 25,012
Situs Group Holdings Corporation^+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 4.75% 5.81% 6/28/2025 14,897
 14,790
 13,954
Surgical Information Systems, LLC+*\ (2) (3) (6) High Tech Industries L + 4.75% 7.21% 4/24/2023 26,168
 26,016
 25,417
Systems Maintenance Services Holding, Inc.^* (2) (3) (9) High Tech Industries L + 5.00% 6.45% 10/30/2023 23,735
 23,647
 16,837
T2 Systems, Inc.^+* (2) (3) (7) Transportation: Consumer L + 6.75% 8.34% 9/28/2022 17,804
 17,570
 17,630
The Original Cakerie, Ltd. (Canada)^+*\ (2) (3) Beverage, Food & Tobacco L + 5.00% 6.62% 7/20/2022 8,906
 8,879
 8,723
The Original Cakerie, Ltd. (Canada)^+*\ (2) (3) Beverage, Food & Tobacco L + 4.50% 5.95% 7/20/2022 8,009
 7,988
 7,858
Thoughtworks, Inc.*\# (2) (3) Business Services L + 3.75% 5.20% 10/11/2024 11,794
 11,769
 10,202
U.S. Acute Care Solutions, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.45% 5/15/2021 31,299
 31,217
 27,624
U.S. TelePacific Holdings Corp.+*\ (2) (3) Telecommunications L + 5.00% 6.07% 5/2/2023 26,660
 26,510
 20,195
Valet Waste Holdings, Inc.+\# (2) (3) Construction & Building L + 3.75% 4.74% 9/28/2025 18,058
 17,967
 17,383
VRC Companies, LLC^+ (2) (3) (7) Business Services L + 6.50% 7.99% 3/31/2023 5,548
 5,321
 5,295
Welocalize, Inc.^+ (2) (3) (7) Business Services L + 4.50% 5.50% 12/2/2024 23,804
 23,563
 23,113
WRE Holding Corp.^+* (2) (3) (7) Environmental Industries L + 5.00% 6.45% 1/3/2023 7,854
 7,800
 7,718
Zywave, Inc.^+*\ (2) (3) High Tech Industries L + 5.00% 6.72% 11/17/2022 20,177
 20,066
 19,870
First Lien Debt Total           $1,270,073
 $1,177,280
Second Lien Debt (1.82% of fair value)            
DBI Holding, LLC^* (8) Transportation: Cargo 8.00% PIK 8.00% 2/1/2026 $21,150
 $20,697
 $21,150
Zywave, Inc.* (2) (3) High Tech Industries L + 9.00% 10.8% 11/17/2023 666
 660
 642
Second Lien Debt Total           $21,357
 $21,792


Consolidated Schedule of Investments as of March 31, 2021Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Odyssey Logistics & Technology Corp.Odyssey Logistics & Technology Corp.+\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/2024$33,328 $33,229 $32,652 
Output Services GroupOutput Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,371 19,335 15,128 
Premise Health Holding Corp.Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.70%7/10/202513,550 13,505 13,498 
Propel Insurance Agency, LLCPropel Insurance Agency, LLC^+\(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/202437,562 37,123 37,403 
Q Holding CompanyQ Holding Company+\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,680 21,554 20,355 
QW Holding CorporationQW Holding Corporation+(2)(3)(6)Environmental IndustriesL + 5.75%6.75%8/31/202211,536 11,455 10,706 
Radiology Partners, Inc.Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%4.79%7/9/202527,686 27,586 27,439 
RevSpring Inc.RevSpring Inc.+\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.36%10/11/202529,374 29,199 29,216 
Situs Group Holdings CorporationSitus Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%4.94%6/28/202514,744 14,656 14,642 
Striper Buyer, LLCStriper Buyer, LLC+(2)(3)Containers, Packaging & GlassL + 5.50%6.25%12/30/202614,963 14,815 14,813 
T2 Systems, Inc.T2 Systems, Inc.^+(2)(3)(6)Transportation: ConsumerL + 6.75%7.75%9/28/202229,044 28,723 29,044 
The Original Cakerie, Ltd. (Canada)The Original Cakerie, Ltd. (Canada)+\(2)(3)(6)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,279 6,265 6,279 
The Original Cakerie, Ltd. (Canada)The Original Cakerie, Ltd. (Canada)+(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,815 8,796 8,815 
U.S. TelePacific Holdings Corp.U.S. TelePacific Holdings Corp.+\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/20236,660 6,625 6,144 
VRC Companies, LLCVRC Companies, LLC+(2)(3)(6)Business ServicesL + 6.50%7.50%3/31/202330,504 29,503 29,877 
Water Holdings Acquisition LLCWater Holdings Acquisition LLC^+(2)(3)(6)Utilities: WaterL + 5.25%6.25%12/18/202626,250 25,488 25,627 
Welocalize, Inc.Welocalize, Inc.+(2)(3)(6)Business ServicesL + 4.50%5.50%12/23/202322,574 22,369 22,571 
WRE Holding Corp.WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesL + 5.50%6.50%1/3/20238,421 8,394 8,307 
Investments (1)
  Footnotes Industry Type Shares/Units Cost 
Fair Value (6)
Equity Investments (0.01% of fair value)      
First Lien Debt TotalFirst Lien Debt Total$964,843 $956,989 
Second Lien Debt (2.4% of fair value)Second Lien Debt (2.4% of fair value)
DBI Holding, LLCDBI Holding, LLC^(2)Transportation: Cargo10.00% PIK10.00%2/1/2026$24,064 $23,729 $24,064 
Second Lien Debt TotalSecond Lien Debt Total$23,729 $24,064 
Equity Investments (0.2% of fair value)Equity Investments (0.2% of fair value)
DBI Holding, LLCDBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^* 
 Transportation: Cargo Common stock 16,957
 $5,364
 $111
DBI Holding, LLC^Transportation: Cargo13,996 5,364 2,224 
Equity Investments TotalEquity Investments Total   $5,364
 $111
Equity Investments Total$5,364 $2,224 
Total Investments   $1,296,794
 $1,199,183
Total Investments$993,936 $983,277 

^ 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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ 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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II Facility"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of March 31, 2021, the geographical composition of investments as a percentage of fair value was 3.0% in Canada and 97.0% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of March 31, 2020, the geographical composition of investments as a percentage of fair value was 1.40% in Canada and 98.60% 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 March 31, 2020. As of March 31, 2020, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.99%, the 90-day LIBOR at 1.45% and the 180-day LIBOR at 1.18%.
(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.
(6)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 Sub and the 2017-1 Issuer is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (1.13%). 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.

(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 March 31, 2021. As of March 31,

(7)As of March 31, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
51

First Lien Debt – unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
AmeriLife Holdings LLCDelayed Draw 1.00% $1,136
 $(66)
Analogic CorporationRevolver 0.50 1,806
 (88)
Anchor Packaging, Inc.Delayed Draw 1.00 4,487
 (244)
AQA Acquisition Holding, Inc.Revolver 0.50 42
 (1)
BK Medical Holding Company, Inc.Revolver 0.50 2,609
 (86)
Clearent Newco, LLCDelayed Draw 1.00 6,636
 (415)
DecoPac, Inc.Revolver 0.50 857
 —
EvolveIP, LLCDelayed Draw 1.00 2,240
 (53)
EvolveIP, LLCRevolver 0.50 1,344
 (32)
HMT Holding Inc.Revolver 0.50 1,940
 (33)
Jensen Hughes, Inc.Revolver 0.50 91
 (4)
Jensen Hughes, Inc.Delayed Draw 1.00 2,365
 (98)
MAG DS Corp.Revolver 0.50 2,965
 —
Marco Technologies, LLCDelayed Draw 1.00 7,500
 (233)
MSHC, Inc.Delayed Draw 1.00 747
 (35)
Premise Health Holding Corp.Delayed Draw 1.00 1,103
 (45)
Propel Insurance Agency, LLCRevolver 0.50 2,381
 (59)
Propel Insurance Agency, LLCDelayed Draw 0.50 7,143
 (178)
QW Holding Corporation (Quala)Revolver 0.50 852
 (20)
QW Holding Corporation (Quala)Delayed Draw 1.00 161
 (4)
T2 Systems, Inc.Revolver 0.50 1,564
 (14)
VRC Companies, LLCDelayed Draw 0.75 6,091
 (132)
Welocalize, Inc.Revolver 0.50 1,238
 (34)
WRE Holding Corp.Delayed Draw 1.00 1,981
 (27)
Total unfunded commitments    $59,279
 $(1,901)
(8)Loan was on non-accrual status as of March 31, 2020.
(9)The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing ("ASC Topic 860"), and therefore, the asset remains in the Consolidated Schedule of Investments

2021, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.11%, the 90-day LIBOR at 0.19% and the 180-day LIBOR at 0.21%.

(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.
(6)As of March 31, 2021, Credit Fund and Credit Fund Sub 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, LLCRevolver0.375%$7,350 $(110)
Analogic CorporationRevolver0.501,975 — 
BK Medical Holding Company, Inc.Revolver0.502,609 (176)
Chemical Computing Group ULC (Canada)Revolver0.50873 — 
Clearent Newco, LLCDelayed Draw1.002,549 (66)
DecoPac, Inc.Revolver0.502,143 (3)
Diligent CorporationDelayed Draw1.002,109 25 
Diligent CorporationRevolver0.50703 8 
EvolveIP, LLCDelayed Draw1.001,904 (2)
EvolveIP, LLCRevolver0.501,680 (2)
HMT Holding Inc.Revolver0.506,173 (291)
Integrity Marketing Acquisition, LLCDelayed Draw1.003,464 46 
Jensen Hughes, Inc.Delayed Draw1.001,127 (35)
Jensen Hughes, Inc.Revolver0.501,000 (31)
KBP Investments, LLCDelayed Draw1.00503 1 
KBP Investments, LLCDelayed Draw1.0010,190 30 
Propel Insurance Agency, LLCRevolver0.502,381 (24)
Propel Insurance Agency, LLCDelayed Draw1.001,733 (17)
QW Holding CorporationRevolver0.505,498 (268)
QW Holding CorporationDelayed Draw1.00162 (8)
T2 Systems, Inc.Revolver0.501,955 — 
The Original Cakerie, Ltd. (Canada)Revolver0.501,665 (1)
VRC Companies, LLCRevolver0.50858 — 
Water Holdings Acquisition LLCDelayed Draw1.008,421 (126)
Water Holdings Acquisition LLCRevolver0.505,263 (79)
Welocalize, Inc.Revolver0.501,800 (3)
WRE Holding Corp.Revolver0.50778 (9)
WRE Holding Corp.Delayed Draw1.00563 (7)
Total unfunded commitments$77,429 $(1,148)














52

Consolidated Schedule of Investments as of December 31, 2019
Consolidated Schedule of Investments as of December 31, 2020Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (98.11% of fair value)      
Achilles Acquisition, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.00% 5.75% 10/13/2025 $17,865
 $17,776
 $17,763
First Lien Debt (97.5% of fair value)First Lien Debt (97.5% of fair value)
Acrisure, LLC+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.85% 11/22/2023 11,820
 11,810
 11,805
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.65%2/15/2027$25,634 $25,606 $25,104 
Acrisure, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.25% 6.35% 11/22/2023 20,674
 20,639
 20,674
Advanced Instruments, LLC^+*\ (2) (3) (7) Healthcare & Pharmaceuticals L + 5.25% 6.99% 10/31/2022 35,610
 35,536
 35,466
Alku, LLC+# (2) (3) Business Services L + 5.50% 7.44% 7/29/2026 25,000
 24,754
 24,624
Alku, LLC+#(2)(3)Business ServicesL + 5.50%5.75%7/29/202623,666 23,466 23,512 
Alpha Packaging Holdings, Inc.+*\ (2) (3) Containers, Packaging & Glass L + 4.25% 6.35% 5/12/2020 16,684
 16,676
 16,601
Alpha Packaging Holdings, Inc.+\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,378 16,378 16,378 
AmeriLife Group, LLC^# (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.50% 6.20% 6/5/2026 16,627
 16,557
 16,558
AmeriLife Holdings LLCAmeriLife Holdings LLC#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.15%3/18/20279,951 9,929 9,802 
Analogic CorporationAnalogic Corporation^+(2)(3)(6)Capital EquipmentL + 5.25%6.25%6/22/202418,857 18,837 18,857 
Anchor Packaging, Inc.^# (2) (3) (7) Containers, Packaging & Glass L + 4.00% 5.70% 7/18/2026 20,462
 20,363
 20,457
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassL + 4.00%4.15%7/18/202624,723 24,617 24,656 
API Technologies Corp.+\ (2) (3) Aerospace & Defense L + 4.25% 5.95% 5/9/2026 14,925
 14,853
 14,807
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.49%5/9/202614,775 14,713 13,999 
Aptean, Inc.+\ (2) (3) Software L + 4.25% 6.34% 4/23/2026 12,406
 12,344
 12,385
Aptean, Inc.+\(2)(3)SoftwareL + 4.25%4.40%4/23/202612,281 12,227 12,077 
AQA Acquisition Holding, Inc.^*\ (2) (3) (7) High Tech Industries L + 4.25% 6.16% 5/24/2023 18,954
 18,922
 18,860
AQA Acquisition Holding, Inc.+\(2)(3)(6)High Tech IndustriesL + 4.25%5.25%5/24/202318,759 18,752 18,757 
Astra Acquisition Corp.Astra Acquisition Corp.+#(2)(3)SoftwareL + 5.50%6.50%3/1/202728,783 28,392 28,783 
Avalign Technologies, Inc.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.50% 6.70% 12/22/2025 14,741
 14,610
 14,626
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.73%12/22/202514,592 14,481 14,334 
Big Ass Fans, LLC+*\ (2) (3) Capital Equipment L + 3.75% 5.85% 5/21/2024 13,909
 13,841
 13,903
Big Ass Fans, LLC+\#(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,766 13,714 13,766 
Borchers, Inc.+*\ (2) (3) (7) Chemicals, Plastics & Rubber L + 4.50% 6.60% 11/1/2024 15,116
 15,072
 15,085
Brooks Equipment Company, LLC* Construction & Building L + 5.00% 6.91% 8/29/2020 5,144
 5,141
 5,141
BK Medical Holding Company, Inc.BK Medical Holding Company, Inc.^+(2)(3)(6)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,165 23,951 22,363 
Chemical Computing Group ULC (Canada)Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareL + 5.00%6.00%8/30/202314,055 13,378 14,055 
Clarity Telecom LLC.+ (2) (3) Media: Broadcasting & Subscription L + 4.50% 6.20% 8/30/2026 14,963
 14,915
 14,902
Clarity Telecom LLC.+Media: Broadcasting & SubscriptionL + 4.25%4.40%8/30/202614,813 14,773 14,813 
Clearent Newco, LLC^+\ (2) (3) (7) High Tech Industries L + 5.50% 7.44% 3/20/2025 29,738
 29,436
 29,134
Clearent Newco, LLC^(2)(3)(6)High Tech IndustriesL + 6.50%7.50%3/20/20254,079 4,079 3,907 
Datto, Inc.+\ (2) (3) High Tech Industries L + 4.25% 5.95% 4/2/2026 12,438
 12,375
 12,420
Clearent Newco, LLCClearent Newco, LLC^+\(2)(3)High Tech IndustriesL + 5.50%6.50%3/20/202529,486 29,236 28,722 
DecoPac, Inc.+*\ (2) (3) (7) Non-durable Consumer Goods L + 4.25% 6.01% 9/29/2024 12,336
 12,233
 12,292
DecoPac, Inc.^+\(2)(3)(6)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,253 12,318 
Dent Wizard International Corporation+\ (2) (3) Automotive L + 4.00% 5.70% 4/7/2020 36,880
 36,843
 36,717
Diligent CorporationDiligent Corporation^+(2)(3)(6)TelecommunicationsL + 6.25%7.25%8/4/20258,683 8,411 8,819 
DTI Holdco, Inc.+*\ (2) (3) High Tech Industries L + 4.75% 6.68% 9/30/2023 18,885
 18,771
 17,611
DTI Holdco, Inc.^+\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,690 18,642 16,655 
Eliassen Group, LLC+\ (2) (3) Business Services L + 4.50% 6.20% 11/5/2024 7,581
 7,548
 7,579
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.40%11/5/20247,543 7,516 7,483 
EIP Merger Sub, LLC (Evolve IP)^+ (2) (3) (7) Telecommunications L + 5.75% 7.45% 6/7/2023 19,661
 19,605
 19,661
EvolveIP, LLCEvolveIP, LLC^+(2)(3)(6)TelecommunicationsL + 5.75%6.75%6/7/202319,800 19,759 19,775 
Exactech, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 3.75% 5.45% 2/14/2025 21,772
 21,634
 21,751
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,528 21,416 20,422 
Excel Fitness Holdings, Inc.+# (2) (3) Hotel, Gaming & Leisure L + 5.25% 6.95% 10/7/2025 25,000
 24,758
 24,875
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,750 24,546 22,780 
Frontline Technologies Holdings, LLCFrontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,886 14,198 14,589 
Golden West Packaging Group LLC+*\ (2) (3) Containers, Packaging & Glass L + 5.75% 7.45% 6/20/2023 29,464
 29,303
 29,072
Golden West Packaging Group LLC+\(2)(3)Containers, Packaging & GlassL + 5.25%6.25%6/20/202329,012 28,896 28,974 
HMT Holding Inc.^+*\ (2) (3) (7) Energy: Oil & Gas L + 5.00% 6.74% 11/17/2023 33,157
 32,678
 32,972
HMT Holding Inc.+\(2)(3)(6)Energy: Oil & GasL + 5.00%6.00%11/17/202332,821 32,458 30,984 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/20257,836 7,701 7,956 
Jensen Hughes, Inc.^+*\ (2) (3) (7) Utilities: Electric L + 4.50% 6.24% 3/22/2024 33,909
 33,757
 33,550
Jensen Hughes, Inc.+\(2)(3)(6)Utilities: ElectricL + 4.50%5.50%3/22/202434,584 34,489 33,424 
KAMC Holdings, Inc.+# (2) (3) Energy: Electricity L + 4.00% 5.91% 8/14/2026 13,965
 13,899
 13,881
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityL + 4.00%4.23%8/14/202613,825 13,768 12,531 
MAG DS Corp.^+\ (2) (3) (7) Aerospace & Defense L + 4.75% 6.46% 6/6/2025 28,471
 28,242
 28,286
Maravai Intermediate Holdings, LLC+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 6.00% 8/2/2025 29,625
 29,378
 29,400
KBP Investments, LLCKBP Investments, LLC^+(2)(3)(6)Beverage, Food & TobaccoL + 5.00%6.00%5/15/20239,292 9,059 9,350 
Marco Technologies, LLC^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.25% 6.16% 10/30/2023 7,463
 7,410
 7,463
Marco Technologies, LLC^+\(2)(3)(6)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,293 7,332 
Mold-Rite Plastics, LLCMold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/2021$14,520 $14,501 $14,520 
Newport Group Holdings II, Inc.Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.75%9/13/202523,475 23,285 23,405 
Odyssey Logistics & Technology Corp.Odyssey Logistics & Technology Corp.+\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/202438,897 38,773 37,766 
Output Services GroupOutput Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,421 19,382 14,178 
53

Consolidated Schedule of Investments as of December 31, 2019
Consolidated Schedule of Investments as of December 31, 2020Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mold-Rite Plastics, LLC+\ (2) (3) Chemicals, Plastics & Rubber L + 4.25% 5.95% 12/14/2021 $14,557
 $14,519
 $14,524
MSHC, Inc.^+*\ (2) (3) (7) Construction & Building L + 4.25% 5.95% 12/31/2024 38,251
 38,138
 38,166
Newport Group Holdings II, Inc.+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.65% 9/13/2025 23,715
 23,487
 23,663
Odyssey Logistics & Technology Corp.+*\# (2) (3) Transportation: Cargo L + 4.00% 5.70% 10/12/2024 39,013
 38,859
 38,763
Output Services Group^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.50% 6.20% 3/27/2024 19,621
 19,570
 19,469
PAI Holdco, Inc.+*\ (2) (3) Automotive L + 4.25% 6.35% 1/5/2025 19,532
 19,458
 19,532
Park Place Technologies, Inc.+\# (2) (3) High Tech Industries L + 4.00% 5.70% 3/28/2025 22,566
 22,489
 22,566
Pasternack Enterprises, Inc.+\ (2) (3) Capital Equipment L + 4.00% 5.70% 7/2/2025 22,755
 22,742
 22,653
Pasternack Enterprises, Inc.+\(2)(3)Capital EquipmentL + 4.00%5.00%7/2/2025$22,524 $22,513 $22,218 
Pathway Vet Alliance LLC+\ (2) (3) (7) Consumer Services L + 4.50% 6.21% 12/20/2024 19,085
 18,708
 19,217
Pharmalogic Holdings Corp.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.00% 5.70% 6/11/2023 11,320
 11,296
 11,302
Pharmalogic Holdings Corp.+\(2)(3)Healthcare & PharmaceuticalsL + 4.00%5.00%6/11/202311,205 11,189 11,158 
Premise Health Holding Corp.^+\# (2) (3) (7) Healthcare & Pharmaceuticals L + 3.50% 5.60% 7/10/2025 13,723
 13,665
 13,501
Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.75%7/10/202513,584 13,538 13,503 
Propel Insurance Agency, LLC^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.25% 6.35% 6/1/2024 22,532
 22,056
 22,395
Propel Insurance Agency, LLC^+\(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/202438,134 37,662 37,716 
Q Holding Company+*\# (2) (3) Automotive L + 5.00% 6.70% 12/31/2023 21,955
 21,777
 21,922
Q Holding Company+\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,735 21,604 20,229 
QW Holding Corporation (Quala)^+* (2) (3) (7) Environmental Industries L + 5.75% 7.73% 8/31/2022 11,630
 11,449
 11,531
QW Holding CorporationQW Holding Corporation+(2)(3)(6)Environmental IndustriesL + 6.25%7.25%8/31/202211,566 11,465 10,727 
Radiology Partners, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 4.75% 6.66% 7/9/2025 28,719
 28,590
 28,768
Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%4.81%7/9/202527,686 27,581 27,193 
RevSpring Inc.+*\# (2) (3) Media: Advertising, Printing & Publishing L + 4.00% 5.95% 10/11/2025 24,750
 24,631
 24,608
RevSpring Inc.+\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.40%10/11/202529,449 29,265 29,199 
Situs Group Holdings Corporation^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.75% 6.45% 6/28/2025 13,715
 13,621
 13,697
Situs Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%5.75%6/28/202514,781 14,689 14,636 
Systems Maintenance Services Holding, Inc.+* (2) (3) High Tech Industries L + 5.00% 6.70% 10/30/2023 23,765
 23,672
 18,180
Surgical Information Systems, LLC+*\ (2) (3) (6) High Tech Industries L + 4.75% 7.47% 4/24/2023 26,168
 26,005
 25,715
T2 Systems, Inc.^+* (2) (3) (7) Transportation: Consumer L + 6.75% 8.85% 9/28/2022 18,045
 17,789
 18,045
T2 Systems, Inc.^+(2)(3)(6)Transportation: ConsumerL + 6.75%7.75%9/28/202229,119 28,743 29,118 
The Original Cakerie, Ltd. (Canada)+* (2) (3) (7) Beverage, Food & Tobacco L + 5.00% 6.84% 7/20/2022 8,928
 8,897
 8,887
The Original Cakerie, Ltd. (Canada)+\(2)(3)(6)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,295 6,281 6,289 
The Original Cakerie, Ltd. (Canada)^* (2) (3) (7) Beverage, Food & Tobacco L + 4.50% 6.34% 7/20/2022 6,826
 6,801
 6,790
The Original Cakerie, Ltd. (Canada)+(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,837 8,815 8,829 
ThoughtWorks, Inc.+*\ (2) (3) Business Services L + 4.00% 5.70% 10/11/2024 11,824
 11,794
 11,824
Thoughtworks, Inc.Thoughtworks, Inc.\#(2)(3)Business ServicesL + 3.75%4.75%10/11/202411,704 11,683 11,704 
U.S. Acute Care Solutions, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.91% 5/15/2021 31,431
 31,331
 29,869
U.S. Acute Care Solutions, LLC+\(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%5/15/202131,211 31,184 29,104 
U.S. TelePacific Holdings Corp.+*\ (2) (3) Telecommunications L + 5.00% 7.10% 5/2/2023 26,660
 26,499
 25,430
U.S. TelePacific Holdings Corp.+\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/202326,660 26,585 23,984 
Valet Waste Holdings, Inc.+\ (2) (3) Construction & Building L + 3.75% 5.70% 9/28/2025 11,850
 11,825
 11,688
VRC Companies, LLCVRC Companies, LLC+(2)(3)(6)Business ServicesL + 6.50%7.50%3/31/202330,582 29,464 30,582 
Water Holdings Acquisition LLCWater Holdings Acquisition LLC^+(2)(3)(6)Utilities: WaterL + 5.25%6.25%12/18/202626,316 25,520 25,516 
Welocalize, Inc.+^ (2) (3) (7) Business Services L + 4.50% 6.21% 12/2/2024 23,038
 22,788
 22,787
Welocalize, Inc.+(2)(3)(6)Business ServicesL + 4.50%5.50%12/23/202322,629 22,414 22,584 
WIRB - Copernicus Group, Inc.+*\ (2) (3) (7) Healthcare & Pharmaceuticals L + 4.25% 5.95% 8/15/2022 20,888
 20,822
 20,887
WRE Holding Corp.^+* (2) (3) (7) Environmental Industries L + 5.00% 6.91% 1/3/2023 7,431
 7,372
 7,304
WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesL + 5.25%6.25%1/3/20238,367 8,336 8,252 
Zywave, Inc.+*\ (2) (3) (7) High Tech Industries L + 5.00% 6.93% 11/17/2022 19,228
 19,107
 19,211
First Lien Debt Total   $1,231,436
 $1,223,215
First Lien Debt Total$1,051,406 $1,029,687 
Second Lien Debt (1.75% of fair value)      
Second Lien Debt (2.3% of fair value)Second Lien Debt (2.3% of fair value)
DBI Holding, LLC^* (2) (3) (8) Transportation: Cargo 8.00% PIK 8.00% 2/1/2026 $21,150
 $20,697
 $21,150
DBI Holding, LLC^(2)Transportation: Cargo9.00% PIK9.00%2/1/2026$24,113 $23,768 $24,113 
Second Lien Debt TotalSecond Lien Debt Total$23,768 $24,113 
Equity Investments (0.2%of fair value)Equity Investments (0.2%of fair value)
DBI Holding, LLCDBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLCDBI Holding, LLC^Transportation: Cargo13,996 5,364 2,581 
Equity Investments TotalEquity Investments Total$5,364 $2,581 
Total InvestmentsTotal Investments$1,080,538 $1,056,381 


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Zywave, Inc.* (2) (3) High Tech Industries L + 9.00% 10.94% 11/17/2023 $666
 660
 664
Second Lien Debt Total           $21,357
 $21,814
Equity Investments (0.15%of fair value)              
DBI Holding, LLC^ 
 Transportation: Cargo 
 
 
 $16,957
 $5,364
 $1,810
Equity Investments Total           $5,364
 $1,810
Total Investments              $1,258,157
 $1,246,839

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credita revolving credit facility (the "Credit Fund Facility.Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into the Credita revolving credit facility (the “Credit Fund Sub Facility.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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with the 2017-1 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with the 2019-2a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization.Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into the Credita revolving credit facility (the "Credit Fund Warehouse II Facility.II"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or 2019-2 Issuer.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the 2017-1 IssuerUnited States. As of December 31, 2020, the geographical composition of investments as a percentage of fair value was 2.8% in Canada and 97.2% 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 2019-2 Issuer.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, 2020. As of

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2019, the geographical composition of investments as a percentage of fair value was 1.26% in Canada and 98.74% 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, 2019. As of December 31, 2019, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(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 consolidated financial statements.
(6)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: Surgical Information Systems, LLC (0.89%). 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.


(7)As of December 31, 2019, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
54

First Lien Debt—unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
Advanced Instruments, LLCRevolver 0.50% $563
 $(2)
AmeriLife Group, LLCDelayed Draw 1.00
 298
 (1)
Anchor Packaging, Inc.Delayed Draw 1.00
 4,487
 (1)
AQA Acquisition Holding, Inc.Revolver 0.50
 2,459
 (11)
Borchers, Inc.Revolver 0.50
 1,935
 (3)
Clearent Newco, LLCDelayed Draw 1.00
 6,636
 (110)
DecoPac, Inc.Revolver 0.50
 2,143
 (7)
EIP Merger Sub, LLC (Evolve IP)Revolver 0.50
 1,680
 —
EIP Merger Sub, LLC (Evolve IP)Delayed Draw 1.00
 2,240
 —
HMT Holding Inc.Revolver 0.50
 6,173
 (29)
Jensen Hughes, Inc.Revolver 0.50
 1,136
 (11)
Jensen Hughes, Inc.Delayed Draw 1.00
 2,365
 (23)
MAG DS Corp.Revolver 0.50
 2,188
 (13)
Marco Technologies, LLCDelayed Draw 1.00
 7,500
 —
MSHC, Inc.Delayed Draw 1.00
 1,913
 (4)
Output Services GroupDelayed Draw 4.25
 116
 (1)
Pathway Vet Alliance LLCDelayed Draw 1.00
 19,867
 68
Premise Health Holding Corp.Delayed Draw 1.00
 1,103
 (17)
Propel Insurance Agency, LLCRevolver 0.50
 2,381
 (10)
Propel Insurance Agency, LLCDelayed Draw 0.50
 7,143
 (31)
QW Holding Corporation (Quala)Revolver 0.50
 5,498
 (31)
QW Holding Corporation (Quala)Delayed Draw 1.00
 217
 (1)
Situs Group Holdings CorporationDelayed Draw 1.00
 1,216
 (1)
T2 Systems, Inc.Revolver 0.50
 1,369
 —
The Original Cakerie, Ltd. (Canada)Revolver 0.50
 1,199
 (5)
Welocalize, Inc.Revolver 0.50
 2,057
 (21)
WIRB - Copernicus Group, Inc.Revolver 0.50
 1,000
 —
WIRB - Copernicus Group, Inc.Delayed Draw 1.00
 2,592
 —
WRE Holding Corp.Revolver 0.50
 441
 (6)
WRE Holding Corp.Delayed Draw 1.00
 1,981
 (25)
Zywave, Inc.Revolver 0.50
 998
 (1)
Total unfunded commitments    $92,894
 $(297)
December 31, 2020, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
(8)Loan was on non-accrual status as of December 31, 2019.
(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 consolidated financial statements.
(6)As of December 31, 2020, Credit Fund and Credit Fund Sub 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
Analogic CorporationRevolver0.50 %$1,975 $— 
AQA Acquisition Holding, Inc.Revolver0.50 2,459 — 
BK Medical Holding Company, Inc.Revolver0.50 2,609 (176)
Chemical Computing Group ULC (Canada)Revolver0.50 873 — 
Clearent Newco, LLCDelayed Draw1.00 2,549 (66)
DecoPac, Inc.Revolver0.50 2,143 (3)
Diligent CorporationDelayed Draw1.00 2,109 25 
Diligent CorporationRevolver0.50 703 8 
EvolveIP, LLCDelayed Draw1.00 1,904 (2)
EvolveIP, LLCRevolver0.50 1,680 (2)
HMT Holding Inc.Revolver0.50 6,173 (291)
Integrity Marketing Acquistion, LLCDelayed Draw1.00 4,144 41 
Jensen Hughes, Inc.Delayed Draw1.00 1,127 (35)
Jensen Hughes, Inc.Revolver0.50 1,364 (43)
KBP Investments, LLCDelayed Draw1.00 503 1 
KBP Investments, LLCDelayed Draw1.00 10,190 30 
Marco Technologies, LLCDelayed Draw1.00 7,500 — 
Propel Insurance Agency, LLCRevolver0.50 1,905 (19)
Propel Insurance Agency, LLCDelayed Draw1.00 1,733 (17)
QW Holding CorporationRevolver0.50 5,498 (268)
QW Holding CorporationDelayed Draw1.00 161 (8)
T2 Systems, Inc.Revolver0.50 1,955 — 
The Original Cakerie, Ltd. (Canada)Revolver0.50 1,665 (1)
VRC Companies, LLCRevolver0.50 858 — 
Water Holdings Acquisition LLCDelayed Draw1.00 8,421 (168)
Water Holdings Acquisition LLCRevolver0.50 5,263 (105)
Welocalize, Inc.Revolver0.50 2,250 (4)
WRE Holding Corp.Revolver0.50 852 (10)
WRE Holding Corp.Delayed Draw1.00 563 (7)
Total unfunded commitments$81,129 $(1,120)
Debt
Credit Fund Facilities
The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as the Credit Fund Warehouse) was party to the Credit Fund Warehouse Facility. As of March 31, 20202021 and December 31, 2019,2020, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements.
55

Below is a summary of the borrowings and repayments under the credit facilities for the three month periods ended 20202021 and 2019,2020, and the outstanding balances under the credit facilities for the respective periods.


 Credit Fund
Facility		 Credit Fund Sub
Facility		 Credit Fund Warehouse Facility Credit Fund Warehouse II FacilityCredit Fund
Facility		Credit Fund Sub
Facility		Credit Fund Warehouse II Facility
 2020 2019 2020 2019 2020 2019 2020 2019202120202021202020212020
Three Month Periods Ended March 31,             Three Month Periods Ended March 31,
Outstanding balance, beginning of period $93,000
 $112,000
 $343,506
 $471,134
 N/A $101,044
 $97,571
 N/AOutstanding balance, beginning of period$— $93,000 $420,859 $343,506 $93,402 $97,571 
Borrowings 63,500
 30,500
 57,000
 60,020
 N/A 12,873
 19,794
 N/ABorrowings— 63,500 63,000 57,000 — 19,794 
Repayments (156,500) (18,700) (33,500) (20,404) N/A —
 (21,950) N/ARepayments— (156,500)(120,738)(33,500)(10,222)(21,950)
Outstanding balance, end of period $—
 $123,800
 $367,006
 $510,750
 N/A $113,917
 $95,415
 N/AOutstanding balance, end of period$— $— $363,121 $367,006 $83,180 $95,415 
             
Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, and March 20, 2020 and February 22, 2021, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is March 22, 2021.May 21, 2022. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
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, October 27, 2017, August 24, 2018, December 12, 2019, and March 11, 2020.2020 and May 3, 2021. 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, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.
Credit Fund Warehouse Facility. On November 26, 2018, Credit Fund Warehouse closed on the Credit Fund Warehouse Facility with lenders. The Credit Fund Warehouse Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse. The maturity date of the Credit Fund Warehouse Facility was November 26, 2019. Amounts borrowed under the Credit Fund Warehouse Facility bore interest at a rate of LIBOR plus 1.05%. Effective May 15, 2019, the Warehouse Facility changed its name from “MMCF Warehouse, LLC” to “MMCF CLO 2019-2, LLC” and secured borrowings outstanding were repaid in connection with the 2019-2 Debt Securitization.
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 provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is 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 is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months, and LIBOR plus 1.50% in the final 12 months.
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
•$231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%;
•$48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%;
•$15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%;
•$9,000 of A2/A Class B-2 Notes which bear interest at 4.30%;
•$22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and
•$25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in


exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.
The 2017-1 Notes were fully redeemed during the year ended December 31, 2020. As of March 31, 2020 and December 31, 2019,the redemption date, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.
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2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
•$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;
•$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;
•$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;
•$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and
•$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes are scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests do not bear interest and had a nominal value of $48,300 at closing.
As of March 31, 20202021 and December 31, 2019,2020, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.
Other Short-Term Borrowings
Borrowings6. 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 original maturitiesan aggregate principal balance of lessapproximately $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 one year25% of the voting securities of Credit Fund II, 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 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 classifiedpledged as short-term.security for the Credit Fund’s short-termFund II Senior Notes (see below).
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 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.
57

Credit Fund II Senior Notes
On November 3, 2020, 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 II Senior Notes Sub Facility is November 3, 2030. Amounts issued for the Class A-1 notes totaled $147,500 and bear interest at a rate of LIBOR plus 2.70%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at LIBOR plus 3.20%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $50,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the resultprincipal balance on the Credit Fund II Senior Notes. As of March 31, 2021 and December 31, 2020, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
Selected Financial Data
Since inception of Credit Fund II and through March 31, 2021, 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 March 31, 2021 and December 31, 2020.
As of
March 31, 2021December 31, 2020
ASSETS
Investments, at fair value (amortized cost of $246,772 and $245,312, respectively)$248,375 $246,421 
Cash and cash equivalents3,492 1,385 
Other assets2,238 3,436 
Total assets$254,105 $251,242 
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $857 and $875, respectively$156,643 $156,625 
Other liabilities4,859 2,675 
Total members' equity (1)
92,603 91,942 
Total liabilities and members’ equity$254,105 $251,242 

(1) As of March 31, 2021 and December 31, 2020, the fair value of Company's ownership interest in the members' equity was $77,934 and $77,395, respectively.
For the three month period ended
March 31, 2021
(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$4,563 
Expenses
Interest and credit facility expenses1,201 
Other expenses191 
Total expenses1,392 
Net investment income (loss)3,171 
Net realized gain (loss) on investments— 
Net change in unrealized appreciation (depreciation) on investments494 
Net increase (decrease) resulting from operations$3,665 

58

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 March 31, 2021 and December 31, 2020:
As of
 March 31, 2021December 31, 2020
Senior secured loans (1)
$249,442 $248,172 
Weighted average yields of senior secured loans based on amortized cost (2)
7.26 %7.32 %
Weighted average yields of senior secured loans based on fair value (2)
7.21 %7.29 %
Number of portfolio companies in Credit Fund II42 44 
Average amount per portfolio company (1)
$5,939 $5,640 
Percentage of portfolio at floating interest rates (3) (4)
99.1 %99.1 %
Percentage of portfolio at fixed interest rates (4)
0.9 %0.9 %
Fair value of loans with PIK provisions$8,892 $8,856 
Percentage of portfolio with PIK provisions (4)
3.6 %3.6 %
(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 March 31, 2021 and December 31, 2020. 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.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.

Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.5% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassL + 5.25%6.25%12/19/2025$1,496 $1,478 $1,493 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 5.75%6.75%11/16/20224,411 4,392 4,342 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.75%7.75%12/21/20218,629 8,595 8,371 
AMS Group HoldCo, LLC^(2)(3)Transportation: CargoL + 6.50%7.50%9/29/20238,169 8,091 8,157 
Apptio, Inc.^(2)(3)SoftwareL + 7.25%8.25%1/10/20255,357 5,282 5,397 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareL + 6.00%7.00%12/24/2026$4,389 $4,295 $3,971 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/2024995 985 995 
BMS Holdings III Corp.^(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20263,300 3,233 3,270 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/31/20258,324 8,220 8,396 
Chartis Holding, LLC^(2)(3)Business ServicesL + 5.25%6.25%5/1/20251,492 1,471 1,492 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%6/18/20248,776 8,676 8,776 
Cority Software Inc. (Canada)^(2)(3)SoftwareL + 5.25%6.25%7/2/20268,777 8,639 8,817 
Ensono, LP^(2)(3)TelecommunicationsL + 5.25%5.36%6/27/20256,276 6,232 6,227 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesL + 4.75%4.86%5/15/20268,170 8,108 8,118 
EvolveIP, LLC^(2)(3)TelecommunicationsL + 5.75%6.75%6/7/20238,777 8,763 8,777 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/1/20246,894 6,800 6,902 
Kaseya, Inc.^(2)(3)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/2/20258,892 8,765 8,892 
59

Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mailgun Technologies, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%3/26/20258,457 8,332 8,379 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseL + 5.50%6.50%6/12/20238,800 8,780 8,800 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%9/6/20238,776 8,719 8,810 
Paramit Corporation^(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20251,000 993 994 
PPC Flexible Packaging, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%11/23/20244,389 4,349 4,389 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesL + 6.00%7.00%6/6/20233,291 3,273 3,291 
Reladyne, Inc.^(2)(3)WholesaleL + 5.00%6.00%7/22/20226,484 6,439 6,458 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20258,236 8,117 8,318 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/20268,465 8,325 8,508 
Smile Doctors, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/20226,493 6,491 6,493 
Sovos Brands Intermediate, Inc.^(2)(3)Beverage, Food & TobaccoL + 4.75%4.98%11/20/20257,355 7,311 7,316 
Superior Health Linens, LLC^(2)(3)Business ServicesL + 6.50%7.50%9/30/20217,024 7,010 7,016 
T2 Systems, Inc.^(2)(3)Transportation: ConsumerL + 6.75%7.75%9/28/20228,776 8,702 8,776 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseL + 6.00%7.00%3/18/20261,714 1,685 1,711 
TSB Purchaser, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20248,777 8,649 8,734 
Turbo Buyer, Inc.^(2)(3)AutomotiveL + 5.50%6.50%12/2/20258,153 7,988 8,235 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesL + 6.00%7.00%4/13/20263,292 3,235 3,249 
VRC Companies, LLC^(2)(3)Business ServicesL + 6.50%7.50%3/31/20234,300 4,264 4,214 
Zemax Software Holdings, LLC^(2)(3)SoftwareL + 5.75%6.75%6/25/20244,388 4,354 4,318 
Zenith Merger Sub, Inc.^(2)(3)Business ServicesL + 5.25%6.25%12/13/20234,389 4,360 4,382 
First Lien Debt Total$223,401 $224,784 
Second Lien Debt (9.5% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseL + 8.25%9.25%1/17/2028$5,514 $5,404 $5,714 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.11%4/2/2027$4,852 $4,773 $4,900 
Tank Holding Corp.^(2)(3)Capital EquipmentL + 8.25%8.36%3/26/20275,514 5,439 5,552 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20265,514 5,431 5,083 
World 50, Inc.^(6)Business Services11.50%11.50%1/9/20272,365 2,324 2,342 
Second Lien Debt Total$23,371 $23,591 
Total Investments$246,772 $248,375 
^ 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 March 31, 2021, the geographical composition of investments as a percentage of fair value was 3.5% in Canada, 1.6% in Luxembourg, 2.3% in the United Kingdom and 92.6% 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 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 March 31, 2021. As of March 31, 2021, the reference rates for Credit Fund II's variable rate loans were soldthe 30-day LIBOR at 0.11%, the 90-day LIBOR at 0.19% and the 180-day LIBOR at 0.21%.
(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.
60

(5)Fair value is determined in good faith by or under repurchase agreements.  Investments sold under repurchase agreements are accounted for as collateralized borrowings as the saledirection of the investment doesboard 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 consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
61


Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.10% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassL + 5.25%6.25%12/19/2025$1,500 $1,481 $1,501 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 5.75%6.75%11/16/20224,411 4,390 4,378 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.75%7.75%12/21/20218,725 8,679 8,265 
AMS Group HoldCo, LLC^(2)(3)Transportation: CargoL + 6.50%7.50%9/29/20238,182 8,096 8,079 
Apptio, Inc.^(2)(3)SoftwareL + 7.25%8.25%1/10/20255,357 5,278 5,437 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareL + 5.75%6.75%12/24/20264,400 4,303 4,018 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/2024997 987 997 
BMS Holdings III Corp.^(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20263,308 3,239 3,270 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/31/20258,406 8,297 8,463 
Chartis Holding, LLC^(2)(3)Business ServicesL + 5.50%6.50%5/1/20251,496 1,474 1,497 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%6/18/20248,799 8,692 8,832 
Cority Software Inc. (Canada)^(2)(3)SoftwareL + 5.25%6.25%7/2/20268,800 8,655 8,862 
Ensono, LP^(2)(3)TelecommunicationsL + 5.25%5.40%6/27/20256,292 6,246 6,245 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesL + 4.75%4.90%5/15/20268,182 8,117 8,070 
EvolveIP, LLC^(2)(3)TelecommunicationsL + 5.75%6.75%6/7/20238,799 8,784 8,790 
Innovative Business Services, LLC^(2)(3)High Tech IndustriesL + 5.50%6.50%4/5/20232,200 2,162 2,159 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/1/20246,927 6,827 6,928 
Kaseya, Inc.^(2)(3)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/2/20258,822 8,688 8,856 
Mailgun Technologies, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%3/26/20258,478 8,347 8,330 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseL + 5.50%6.50%6/12/20238,800 8,778 8,733 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%9/6/20228,799 8,732 8,711 
Paramit Corporation^(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20251,000 992 980 
PPC Flexible Packaging, LLC^(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/23/20244,400 4,358 4,386 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesL + 6.00%7.00%6/6/20233,300 3,279 3,291 
Reladyne, Inc.^(2)(3)WholesaleL + 5.00%6.00%7/22/20226,484 6,431 6,514 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20258,257 8,131 8,312 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/20268,487 8,341 8,572 
Smile Doctors, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/20226,509 6,507 6,379 
Sovos Brands Intermediate, Inc.^(2)(3)Beverage, Food & TobaccoL + 4.75%4.96%11/20/20252,200 2,182 2,181 
Superior Health Linens, LLC^(2)(3)Business ServicesL + 6.50%7.50%9/30/20217,199 7,178 7,162 
T2 Systems, Inc.^(2)(3)Transportation: ConsumerL + 6.75%7.75%9/28/20228,799 8,713 8,799 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseL + 6.00%7.00%3/18/20261,718 1,688 1,712 
TSB Purchaser, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20248,799 8,663 8,729 
Turbo Buyer, Inc.^(2)(3)AutomotiveL + 5.25%6.25%12/2/20258,174 8,001 8,249 
62

Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesL + 6.00%7.00%4/13/2026$3,300 $3,240 $3,292 
VRC Companies, LLC^(2)(3)Business ServicesL + 6.50%7.50%3/31/20234,311 4,271 4,311 
Zemax Software Holdings, LLC^(2)(3)SoftwareL + 5.75%6.75%6/25/20244,400 4,363 4,294 
Zenith Merger Sub, Inc.^(2)(3)Business ServicesL + 5.25%6.25%12/13/20234,399 4,370 4,367 
First Lien Debt Total$220,960 $221,951 
Second Lien Debt (9.90% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseL + 8.25%9.25%1/17/2028$5,514 $5,401 $5,676 
AQA Acquisition Holding, Inc.^(2)(3)High Tech IndustriesL + 8.00%9.00%5/24/20241,000 993 1,000 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.15%4/2/20274,852 4,771 4,815 
Tank Holding Corp.^(2)(3)Capital EquipmentL + 8.25%8.40%3/26/20275,514 5,436 5,394 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20265,514 5,428 5,257 
World 50, Inc.(6)Business Services11.50%11.50%1/9/20272,365 2,323 2,328 
Second Lien Debt Total$24,352 $24,470 
Total Investments$245,312 $246,421 
^ 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 qualify for sale accounting under ASC Topic 860available 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 December 31, 2020, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, 2.3% in the United Kingdom and remains as92.5% 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 investmentalternate base rate (commonly based on the Consolidated StatementsFederal 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 Financial Condition.December 31, 2020. As of December 31, 2020, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.

(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.
6.(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 consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
7. BORROWINGS
The Company is party to the Credit Facility and, until its termination on December 11, 2020, the SPV arewas party to facilitiesthe SPV Credit 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 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of March 31, 20202021 and December 31, 2019,2020, asset coverage was 163.08%186.17% and 181.01%182.09%, respectively. As of March 31, 2020 and December 31, 2019, the Company and the SPV were in compliance with all covenants and other requirements of their respective credit facility agreements.
63

Below is a summary of the borrowings and repayments under the credit facilities for the three month periods ended 2020March 31, 2021 and 2019,2020, and the outstanding balances under the Facilities for the respective periods.
For the three month periods endedFor the three month periods ended
March 31, 2020 March 31, 2019March 31, 2021March 31, 2020
Outstanding Borrowing, beginning of period$616,543
 $514,635
Outstanding Borrowing, beginning of period$347,949 $616,543 
Borrowings226,500
 253,950
Borrowings40,286 226,500 
Repayments(139,443) (107,626)Repayments(79,000)(139,443)
Foreign currency translation(1,991) —
Foreign currency translation162 (1,991)
Outstanding balance, end of period$701,609
 $660,959
Outstanding balance, end of period$309,397 $701,609 
SPV Credit Facility
The SPV closed on the SPV Credit Facility on May 24, 2013, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016, May 26, 2017 and August 9, 2018. On December 11, 2020, the SPV repaid all outstanding amounts under the SPV Credit Facility and the facility was terminated. The SPV Credit Facility providesprovided for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000, (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 hashad a revolving period through May 21, 2021 and a maturity date of May 23, 2023. Borrowings under the SPV Credit Facility bearbore 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 21, 2021, with pre-determined future interest rate increases of 0.875%-1.75% following the end of the revolving period.year. The SPV iswas 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 arewere made quarterly. The lenders havehad 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). The SPV Credit Facility has certain requirements relating to asset coverage, 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.
Credit Facility
The Company closed on the Credit Facility on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, and June 14, 2019.2019, and October 28, 2020. The maximum principal amount of the Credit Facility is $688,000, 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 $900,000 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 $50,000 limit for swingline loans and a $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 an applicable spread of 2.25%, or an “alternative base rate” (which is the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the LIBOR or the “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 June 14, 2023October 28, 2024 and the Credit Facility will mature on June 14, 2024.October 28, 2025. During the period from June 14, 2023October 29, 2024 to June 14, 2024,October 28, 2025, 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. 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 March 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of its credit facility agreements.
64


Summary of Facilities
The Facilities consisted of the following as of March 31, 20202021 and December 31, 2019:2020:
 March 31, 2021
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $309,397 $378,603 $358,091 
Total$688,000 $309,397 $378,603 $358,091 
 December 31, 2020
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $347,949 $340,051 $207,365 
Total$688,000 $347,949 $340,051 $207,365 
 March 31, 2020
 Total Facility Borrowings Outstanding 
Unused 
Portion (1)
 
Amount Available (2)
SPV Credit Facility$275,000
 $201,026
 $73,974
 $4,497
Credit Facility688,000
 500,583
 187,417
 122,832
Total$963,000
 $701,609
 $261,391
 $127,329
        
 December 31, 2019
 Total Facility Borrowings Outstanding 
Unused 
Portion (1)
 
Amount Available (2)
SPV Credit Facility$275,000
 $232,469
 $42,531
 $4,225
Credit Facility688,000
 384,074
 303,926
 264,198
Total$963,000
 $616,543
 $346,457
 $268,423
(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.
(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.

For the three month periods ended March 31, 20202021 and 2019,2020, the components of interest expense and credit facility fees were as follows:
 For the three month periods ended
 March 31, 2021March 31, 2020
Interest expense$2,033 $6,373 
Facility unused commitment fee328 318 
Amortization of deferred financing costs191 244 
Other fees— 29 
Total interest expense and credit facility fees$2,552 $6,964 
Cash paid for interest expense$1,985 $6,688 
Average principal debt outstanding$340,357 $672,263 
Weighted average interest rate2.39 %3.75 %
 For the three month periods ended
 March 31, 2020 March 31, 2019
Interest expense$6,373
 $6,653
Facility unused commitment fee318
 303
Amortization of deferred financing costs244
 236
Other fees29
 29
Total interest expense and credit facility fees$6,964
 $7,221
Cash paid for interest expense$6,688
 $6,449
    
Average principal debt outstanding$672,263
 $568,519
Weighted average interest rate3.75% 4.68%

As of March 31, 20202021 and December 31, 2019,2020, the components of interest and credit facilities payable were as follows:
As of
March 31, 2021December 31, 2020
Interest expense payable$165 $119 
Unused commitment fees payable4 4 
Other credit facility fees payable4 14 
Interest and credit facilities payable$173 $137 
Weighted average interest rate (based on floating LIBOR rates)2.37 %2.59 %

 As of
 March 31, 2020 December 31, 2019
Interest expense payable$2,093
 $2,201
Unused commitment fees payable295
 187
Other credit facility fees payable22
 30
Interest and credit facilities payable$2,410
 $2,418
    
Weighted average interest rate (based on floating LIBOR rates)3.11% 3.88%

7.8. NOTES PAYABLE
4.750% Senior Unsecured Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the "Senior"2019 Notes"). Interest is payable quarterly, beginning March


31, 2020. ThisOn December 11, 2020, the Company issued an additional $75.0 million aggregate principal amount of senior unsecured
65

notes due December 31, 2024 (the "2020 Notes", and together with the 2019 Notes, the "Senior Notes"). The 2020 Notes bear interest at an interest rate of 4.500% and the interest is payable quarterly, beginning December 31, 2020.
The interest rate on the Senior Notes is subject to increase (up to 5.75%)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 incurred and paid on the Senior Notes was $1.4 million for the three months ended March 31, 2020.2021 and 2020 was $2,209 and $1,400, respectively.
The note purchase agreement 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 March 31, 2020,2021, the Company was in compliance with these terms and conditions.

2015-1R 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:
•$160,000 of Aaa/AAA Class A-1A Notes;
•$40,000 of Aaa/AAA Class A-1B Notes;
•$27,000 of Aaa/AAA Class A-1C Notes; and
•$46,000 of Aa2 Class A-2 Notes.
The 2015-1 Notes were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of 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 the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. The 2015-1 Issuer Preferred Interests do not bear interest and had a nominal value of $125,900 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 these consolidated financial statements. The 2015-1 Issuer 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.
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, among other things:
(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;
(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;
(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;
(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;
66

(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;


(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and
(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
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.
On the closing date of the 2015-1 Debt Securitization Refinancing, 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 2015-1R 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 Refinancing, 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 2015-1R Notes, the Company made customary representations, warranties and covenants in the purchase agreement.
During the reinvestment period, pursuant to the indenture governing the 2015-1R 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 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 not earn any management fees from the 2015-1 Issuer for the three month periods ended March 31, 20202021 and 2019.2020. 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 March 31, 2020,2021, 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 March 31, 2020,2021, the 2015-1R Notes were secured by 6063 first lien and second lien senior secured loans with a total fair value of approximately $513,314$521,355 and cash of $5,724.$13,334. 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 2015-1R Notes.
For the three month periods ended March 31, 20202021 and 2019, the weighted average interest rate,2020, the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were 3.92%2.43% and 4.75%3.92%, respectively, based on floating LIBOR rates. As of March 31, 20202021 and December 31, 20192020 the weighted average interest rates were 3.85%2.38% and 4.75%2.42% respectively, based on floating LIBOR rates.
67


For the for the three month periods ended March 31, 20202021 and 2019,2020, the components of interest expense on the 2015-1R Notes were as follows:
 For the three month periods ended
 March 31, 2021March 31, 2020
Interest expense$2,671 $4,393 
Amortization of deferred financing costs62 62 
Total interest expense and credit facility fees$2,733 $4,455 
Cash paid for interest expense$2,720 $4,594 
 For the three month periods ended
 March 31, 2020 March 31, 2019
Interest expense$4,393
 $5,276
Amortization of deferred financing costs62
 62
Total interest expense and credit facility fees$4,455
 $5,338
Cash paid for interest expense$4,594
 $5,066

As of March 31, 20202021 and December 31, 2019, $3,6902020, $2,253 and $3,891,$2,302, respectively, of interest expense was included in interest and credit facility fees payable.
8. COMMITMENTS9. COMMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of March 31, 20202021 and December 31, 2019:2020:
Payment Due by Period March 31, 2020 December 31, 2019
Less than 1 Year $—
 $—
1-3 Years —
 —
3-5 Years 816,609
 731,543
More than 5 Years 449,200
 449,200
Total $1,265,809
 $1,180,743
Payment Due by PeriodMarch 31, 2021December 31, 2020
Less than one year$— $— 
1-3 years— — 
3-5 years499,397 537,949 
More than 5 years449,200 449,200 
Total$948,597 $987,149 
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 March 31, 20202021 and December 31, 20192020 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.
The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
 Par Value as of
 March 31, 2020 December 31, 2019
Unfunded delayed draw commitments$65,237
 $75,874
Unfunded revolving term loan commitments38,751
 74,016
Total unfunded commitments$103,988
 $149,890
 Par Value as of
 March 31, 2021December 31, 2020
Unfunded delayed draw commitments$75,856 $73,292 
Unfunded revolving loan commitments73,296 76,216 
Total unfunded commitments$149,152 $149,508 
9.
10. NET ASSETS
The Company has the authority to issue 200,000,000198,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value.value $0.01 per share.
Cumulative Convertible Preferred Stock
On NovemberMay 5, 2018,2020, the Company issued and sold 2,000,000 shares of 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 date of distribution. Dividends 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 the Company’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.
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    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 set forth in the Company's Articles Supplementary. The conversion price as of March 31, 2021 was $9.49. At any time after May 5, 2023, the Company, with the approval of the Board of Directors, approvedincluding a $100,000majority of the Independent Directors, will have 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 will have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. At any time after May 5, 2027, the holders of the Preferred Stock will 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 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 Article Supplementary).
The following table summarizes the Company’s dividends declared on its preferred stock repurchase program (the “Company Stock Repurchase Program”). The during the prior year 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
June 30, 2020June 30, 2020September 30, 2020$0.277 
September 30, 2020September 30, 2020September 30, 20200.423 
December 31, 2020December 31, 2020December 31, 20200.438 
March 31, 2021March 31, 2021March 31, 20210.438 
Total$1.576 
Company Stock Repurchase Program was to be in effect until November 5, 2019, or until the approved dollar amount had been used to repurchase shares.
On November 4, 2019,2, 2020, the Company's Board of Directors approved the continuation of the CompanyCompany's common stock repurchase program (the "Company Stock Repurchase ProgramProgram") until November 5, 2020,2021, or until the approved dollar amount has been used to repurchase shares.shares of common stock, as well as the expansion of the repurchase authorization to $150 million in the aggregate of the Company's outstanding common stock. This program which is temporarily suspended, may be resumed,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 March 31, 2020,2021, the Company has repurchased 6,260,0437,759,397 shares of the Company's common stock at an average cost of $13.67$13.20 per share, or $85,597$102,418 in the aggregate, resulting in accretion to net assets per share of $0.34.$0.44.
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Changes in Net Assets
For the three month period ended March 31, 2021, the Company repurchased and extinguished 511,047 shares for $5,570. The following table summarizes capital activity during the for the three month period ended March 31, 2021:
 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, January 1, 20212,000,000 $50,000 55,320,309 $553 $1,081,436 $(1,633)$14,568 $(140,133)$(103,428)$901,363 
Repurchase of common stock— — (511,047)(5)(5,565)— — — — (5,570)
Net investment income (loss)— — — — — — 20,679 — — 20,679 
Net realized gain (loss)— — — — — — — 1,591 — 1,591 
Net change in unrealized appreciation (depreciation)— — — — — — — — 13,634 13,634 
Dividends declared on common stock and preferred stock— — — — — — (21,177)— — (21,177)
Balance, March 31, 20212,000,000 $50,000 54,809,262 $548 $1,075,871 $(1,633)$14,070 $(138,542)$(89,794)$910,520 
For the three month period ended March 31, 2020, the Company repurchased and extinguished 1,455,195 shares for $16,003. The following table summarizes capital activity during the for the three month period ended March 31, 2020:
  
 
Common Stock
 Capital in Excess of Par Value 
Offering
Costs
 Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
  Shares Amount 
Balance, beginning of period 57,763,811
 $578
 $1,109,238
 $(1,633) $10,368
 $(82,654) $(79,426) $956,471
Repurchase of common stock (1,455,195) (15) (15,988) —
 —
 —
 —
 (16,003)
Net investment income (loss) —
 —
 —
 —
 23,972
 —
 —
 23,972
Net realized gain (loss) —
 —
 —
 —
 —
 (1,847) —
 (1,847)
Net change in unrealized appreciation (depreciation) —
 —
 —
 —
 —
 —
 (143,225) (143,225)
Dividends declared —
 —
 —
 —
 (20,834) —
 —
 (20,834)
Balance, end of period 56,308,616
 $563
 $1,093,250
 $(1,633) $13,506
 $(84,501) $(222,651) $798,534
  
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
 SharesAmount
Balance, January 1, 202057,763,811 $578 $1,109,238 $(1,633)$10,368 $(82,654)$(79,426)$956,471 
Repurchase of common stock(1,455,195)(15)(15,988)— — — — (16,003)
Net investment income (loss)— — — — 23,972 — — 23,972 
Net realized gain (loss)— — — — — (1,847)— (1,847)
Net change in unrealized appreciation (depreciation)— — — — — — (143,225)(143,225)
Dividends declared— — — — (20,834)— — (20,834)
Balance, March 31, 202056,308,616 $563 $1,093,250 $(1,633)$13,506 $(84,501)$(222,651)$798,534 
For the three month period ended March 31, 2019, the Company repurchased and extinguished 958,182 shares for $14,085. The following table summarizes capital activity for the three month period ended March 31, 2019:
   
Common Stock		 Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
  Shares Amount 
Balance, beginning of period 62,230,251
 $622
 $1,174,334
 $(1,633) $5,901
 $(44,572) $(71,434) $1,063,218
Repurchase of common stock (958,182) (9) (14,076) —
 —
 —
 —
 (14,085)
Net investment income (loss) —
 —
 —
 —
 27,562
 —
 —
 27,562
Net realized gain (loss) —
 —
 —
 —
 —
 899
 —
 899
Net change in unrealized appreciation (depreciation) —
 —
 —
 —
 —
 —
 5,265
 5,265
Dividends declared —
 —
 —
 —
 (22,672) —
 —
 (22,672)
Balance, end of period 61,272,069
 $613
 $1,160,258
 $(1,633) $10,791
 $(43,673) $(66,169) $1,060,187
Earnings Per Share
The Company computescalculates earnings per common share in accordance with ASC 260, Earnings Per Share."Earnings per Share." 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. Potential common shares for the three months ended
70



March 31, 2021 would be dilutive because of profit during the period. Basic and diluted earnings per common share were as follows:
 For the three month period ended March 31, 2021
 BasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$35,029 $35,904 
Weighted-average common shares outstanding55,039,010 60,306,312 
Basic and diluted earnings per share$0.65 $0.60 
  For the three month periods ended
  March 31, 2020 March 31, 2019
Net increase (decrease) in net assets resulting from operations $(121,100) $33,726
Weighted-average common shares outstanding 57,112,193
 61,772,774
Basic and diluted earnings per common share $(2.12) $0.55

For the three month period ended March 31, 2020
BasicDiluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders$(121,100)$(121,100)
Weighted-average common shares outstanding57,112,193 57,112,193 
Basic and diluted earnings per share$(2.12)$(2.12)
Common Stock Dividends
The following table summarizes the Company’s dividends declared on its common stock during the two most recent fiscal years and the current fiscal year to-date:
Date DeclaredRecord DatePayment DatePer Common Share Amount
February 22, 2019March 29, 2019April 17, 2019$0.37 
May 6, 2019June 28, 2019July 17, 2019$0.37 
June 17, 2019June 28, 2019July 17, 2019$0.08 (1)
August 5, 2019September 30, 2019October 17, 2019$0.37 
November 4, 2019December 31, 2019January 17, 2020$0.37 
December 12, 2019December 31, 2019January 17, 2020$0.18 (1)
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 2020$0.37 
August 3, 2020September 30, 2020October 16, 2020$0.32 (2)
August 3, 2020September 30, 2020October 16, 2020$0.05 (1)
November 2, 2020December 31, 2020January 15, 2021$0.32 
November 2, 2020December 31, 2020January 15, 2021$0.04 (1)
February 22, 2021March 31, 2021April 16, 2021$0.32 
February 22, 2021March 31, 2021April 16, 2021$0.05 (1)
(1)Represents a special/supplemental dividend.
(2)The Company updated its dividend policy such that the regular dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend.


71
Date Declared Record Date Payment Date Per Share Amount 
February 26, 2018 March 29, 2018 April 17, 2018 $0.37
 
May 2, 2018 June 29, 2018 July 17, 2018 $0.37
 
August 6, 2018 September 28, 2018 October 17, 2018 $0.37
 
November 5, 2018 December 28, 2018 January 17, 2019 $0.37
 
December 12, 2018 December 28, 2018 January 17, 2019 $0.20
(1) 
February 22, 2019 March 29, 2019 April 17, 2019 $0.37
 
May 6, 2019 June 28, 2019 July 17, 2019 $0.37
 
June 17, 2019 June 28, 2019 July 17, 2019 $0.08
(1) 
August 5, 2019 September 30, 2019 October 17, 2019 $0.37
 
November 4, 2019 December 31, 2019 January 17, 2020 $0.37
 
December 12, 2019 December 31, 2019 January 17, 2020 $0.18
(1) 
February 24, 2020 March 31, 2020 April 17, 2020 $0.37
 
(1)

Represents a special dividend.


10.11. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the three month periods ended March 31, 20202021 and 2019:2020: 
 For the three month periods ended
 March 31, 2021March 31, 2020
Per Common Share Data:
Net asset value per common share, beginning of period$15.39 $16.56 
Net investment income (loss) (1)
0.36 0.42 
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities0.29 (2.57)
Net increase (decrease) in net assets resulting from operations0.65 (2.15)
Dividends declared (2)
(0.37)(0.37)
Accretion due to share repurchases0.03 0.14 
Net asset value per common share, end of period$15.70 $14.18 
Market price per common share, end of period$13.20 $5.22 
Number of common shares outstanding, end of period54,809,262 56,308,616 
Total return based on net asset value (3)
4.42 %(12.14)%
Total return based on market price (4)
32.26 %(58.22)%
Net assets attributable to Common Stockholders, end of period$860,520 $798,534 
Ratio to average net assets attributable to Common Stockholders(5):
Expenses before incentive fees1.76 %2.38 %
Expenses after incentive fees2.23 %2.94 %
Net investment income (loss)2.28 %2.66 %
Interest expense and credit facility fees0.83 %1.41 %
Ratios/Supplemental Data:
Asset coverage, end of period186.17 %163.08 %
Portfolio turnover8.05 %3.11 %
Weighted-average shares outstanding55,039,010 57,112,193 
(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 10, Net Assets).
(3)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.
(4)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.
(5)These ratios to average net assets attributable to Common Stockholders have not been annualized.

 For the three month periods ended
 March 31, 2020 March 31, 2019
Per Share Data:   
Net asset value per share, beginning of period$16.56
 $17.09
Net investment income (loss) (1)
0.42
 0.45
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities(2.57) 0.09
Net increase (decrease) in net assets resulting from operations(2.15) 0.54
Dividends declared (2)
(0.37) (0.37)
Accretion due to share repurchases0.14
 0.04
Net asset value per share, end of period$14.18
 $17.30
Market price per share, end of period$5.22
 $14.48
    
Number of shares outstanding, end of period56,308,616
 61,272,069
Total return based on net asset value (3)
(12.14)% 3.39%
Total return based on market price (4)
(58.22)% 19.76%
Net assets, end of period$798,534
 $1,060,187
Ratio to average net assets (5):   
Expenses before incentive fees2.38 % 2.03%
Expenses after incentive fees2.94 % 2.58%
Net investment income (loss)2.66 % 2.58%
Interest expense and credit facility fees1.41 % 1.18%
Ratios/Supplemental Data:   
Asset coverage, end of period163.08 % 195.50%
Portfolio turnover3.11 % 3.45%
Weighted-average shares outstanding57,112,193
 61,772,774
(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, Net Assets).
(3)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.
(4)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.
(5)These ratios to average net assets have not been annualized.

11.12. 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 March 31, 20202021 and December 31, 2019,2020, 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.
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.
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12.
13. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of March 31, 20202021 and December 31, 2019.2020.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of March 31, 20202021 and December 31, 2019,2020, the Company had filed tax returns and therefore is subject to examination.
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 three month periods ended March 31, 20202021 and 20192020 was as follows:
 For the three month periods ended
 March 31, 2021March 31, 2020
Ordinary income$21,177 $20,834 
Tax return of capital$— $— 
 For the three month periods ended
 March 31, 2020 March 31, 2019
Ordinary income$20,834
 $22,672
Tax return of capital$—
 $—
13.14. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
Subsequent to March 31, 2020,below and elsewhere in the Company borrowed $24,792 under the Credit Facility and the SPV Credit Facility. The Company also voluntarily repaid $86,000 under the Credit Facility and SPV Credit Facility.consolidated financial statements.
On May 4, 2020,3, 2021, the Board of Directors declared a regular quarterly common dividend of $0.37,$0.32 plus a supplemental common dividend of $0.04, which isare payable on July 17, 202015, 2021 to common stockholders of record on June 30, 2020.2021.
On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01, to Carlyle in a private placement at a price of $25 per share (the “Preferred Stock”). The Company intends to use the total proceeds to the Company of $50.0 million from the offering to repay certain indebtedness under the Facilities and for general corporate purposes, which includes investing in portfolio companies in accordance with its investment objective.
The Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and distribution of assets upon liquidation. 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 date of distribution. Additional information regarding the terms of the Preferred Stock is included under "Other" in Part II, Item 5 of this Form 10-Q.
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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 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, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” 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 involve a number of risks and uncertainties, including statements concerning:
 
•our, or our portfolio companies’, future business, operations, operating results or prospects, including our and their ability to achieve our respective objectives as a result of the current 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 and the impact of the COVID-19 pandemic thereon;
•the impact of any protracted decline in the liquidity of credit markets on our business and the impact of the COVID-19 pandemic thereon;
•the impact of fluctuations in interest rates on our business, including from changes in or the discontinuation of LIBOR, on our business;
our future operating results•the valuation of investments in portfolio companies, particularly those having no liquid trading market, and the impact of the COVID-19 pandemic thereon;
•the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;
•the valuation of our investments in portfolio companies, particularly those having no liquid trading market, and the impact of the COVID-19 pandemic thereon;
•our ability to recover unrealized losses;
•market conditions and our ability to access alternative debt markets and additional debt and equity capital, and the impact of the COVID-19 pandemic thereon;
•our contractual arrangements and relationships with third parties;
•uncertainty surrounding the financial stability of the United States, Europe and China;
•the social, geopolitical, financial, trade and legal implications of Brexit;
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives and the impactexit of the COVID-19 pandemic thereon;United Kingdom from the European Union, or Brexit;
•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 and the impact of the COVID-19 pandemic thereon;
•the ability to consummate acquisitions;
•the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
•currency fluctuations could adversely affect 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;
•the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;
74

•our ability to maintain our status as a business development company; and


•our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.
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 II, Item 1A of and elsewhere in thisour annual report on Form 10-Q.10-K for the year ended December 31, 2020 (our "2020 Form 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, 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 on2020 Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of this Form 10-Q.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 2020 Form 10-K and “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
We are a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. We have elected to be regulated as a BDC under the Investment Company Act. 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.
Our investment objective is to generate current income and capital appreciation primarily through 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 $25 million to $100 million of EBITDA, which we believe is a useful proxy for cash flow. We complement this core strategy with additive, diversifying assets including, but not limited to, specialty lending investments. We seek to achieve our investment objective primarily through direct origination of Middle Market Senior Loans, with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). We generally make Middle Market Senior Loans 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.
On June 9, 2017, we acquired NF Investment Corp. (“NFIC”), a BDC managed by our Investment Advisor (the “NFIC Acquisition”). As a result, we issued 434,233 shares of common stock to the NFIC stockholders and approximately $145,602 in cash, and acquired approximately $153,648 in net assets.
We are externally managed by our Investment Adviser, an investment adviser registered under the Advisers Act. 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 subsidiary of Carlyle. Our Investment Adviser’s five-person investment committee is responsible for reviewing and approving our investment opportunities. The members of the investment committee have experience investing through different credit cycles. As of March 31, 2020, our Investment Adviser’s investment team included a team of more than 150 investment professionals across


the Carlyle Global Credit segment. The five members of ourOur Investment Adviser’s investment committee have an averagecomprises five of the most senior credit professional within the Carlyle Global
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Credit segment, with backgrounds and expertise across asset classes and over 2526 years of average industry experience.experience and 10 years of average tenure. 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. 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 the Investment Advisory Agreement between us and our Investment Adviser; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator; and (iii) other operating expenses as detailed below:
 
•administration fees payable under our Administration Agreement and Sub-Administration Agreements, including related expenses;
•the costs of any 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;
•certain costs and expenses relating to distributions paid on our shares;
•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;
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•commissions and other compensation payable to brokers or dealers;
•federal and state registration fees;
•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 registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
•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;
•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;
•our fidelity bond;
•directors and officers/errors and omissions 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.
PORTFOLIO AND INVESTMENT ACTIVITY
Below is a summary of certain characteristics of our investment portfolio as of March 31, 20202021 and December 31, 2019.2020.
As ofAs of
March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
Fair value of investments$2,024,277
 $2,123,964
Fair value of investments$1,841,634 $1,825,749 
Count of investments138
 136
Count of investments164 160 
Count of portfolio companies / investment fund110
 112
Count of portfolio companies / investment fundsCount of portfolio companies / investment funds119 117 
Count of industries28
 28
Count of industries27 27 
Count of sponsors63
 63
Percentage of total investment fair value:   Percentage of total investment fair value:
First lien debt73.0% 74.6%
First lien/last out loans2.8% 3.7%
First lien debt (excluding first lien/last out debt)First lien debt (excluding first lien/last out debt)63.2 %63.6 %
First lien/last out debtFirst lien/last out debt3.4 %3.4 %
Second lien debt13.6% 11.0%Second lien debt16.3 %15.6 %
Total secured debt89.4% 89.3%Total secured debt82.9 %82.6 %
Credit Fund9.2% 9.6%
Investment FundsInvestment Funds15.2 %15.5 %
Equity investments1.5% 1.0%Equity investments1.9 %1.9 %
   
Percentage of debt investment fair value:   Percentage of debt investment fair value:
Floating rate (1)
99.2% 99.7%
Floating rate (1)
99.1 %99.1 %
Fixed interest rate0.8% 0.3%Fixed interest rate0.9 %0.9 %
(1) Primarily subject to interest rate floors.

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Our investment activity for the three month periods ended March 31, 20202021 and 20192020 is presented below (information presented herein is at amortized cost unless otherwise indicated):
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
Investments:   Investments:
Total investments, beginning of period$2,201,451
 $2,043,591
Total investments, beginning of period$1,922,966 $2,201,451 
New investments purchased331,932
 246,221
New investments purchased148,927 331,932 
Net accretion of discount on investments2,586
 2,161
Net accretion of discount on investments2,026 2,586 
Net realized gain (loss) on investments(1,697) 899
Net realized gain (loss) on investments1,673 (1,697)
Investments sold or repaid(286,945) (71,494)Investments sold or repaid(150,601)(286,945)
Total Investments, end of period$2,247,327
 $2,221,378
Total Investments, end of period$1,924,991 $2,247,327 
Principal amount of investments funded:   Principal amount of investments funded:
First Lien Debt (excluding First Lien/Last Out)$75,510
 $143,749
First Lien/Last Out Unitranche—
 23,879
First Lien Debt (excluding First Lien/Last Out Debt)First Lien Debt (excluding First Lien/Last Out Debt)$98,408 $75,510 
First Lien/Last Out DebtFirst Lien/Last Out Debt— — 
Second Lien Debt86,109
 49,344
Second Lien Debt52,369 86,109 
Equity Investments10,500
 2,241
Equity Investments645 10,500 
Investment Fund156,000
 30,500
Investment FundsInvestment Funds— 156,000 
Total$328,119
 $249,713
Total$151,422 $328,119 
Principal amount of investments sold or repaid:   Principal amount of investments sold or repaid:
First Lien Debt (excluding First Lien/Last Out)$(97,185) $(25,902)
First Lien/Last Out Unitranche(19,273) (25,264)
First Lien Debt (excluding First Lien/Last Out Debt)First Lien Debt (excluding First Lien/Last Out Debt)$(106,827)$(97,185)
First Lien/Last Out DebtFirst Lien/Last Out Debt(246)(19,273)
Second Lien Debt(15,232) —
Second Lien Debt(41,531)(15,232)
Equity Investments—
 —
Equity Investments(446)— 
Investment Fund(156,500) (18,700)
Investment FundsInvestment Funds— (156,500)
Total$(288,190) $(69,866)Total$(149,050)$(288,190)
Number of new funded investments10
 12
Number of new funded investments10 10 
Average amount of new funded investments$10,277
 $20,518
Average amount of new funded investments$12,583 $10,277 
Percentage of new funded debt investments at floating interest rates90% 100%Percentage of new funded debt investments at floating interest rates100 %90 %
Percentage of new funded debt investments at fixed interest rates10% —%Percentage of new funded debt investments at fixed interest rates— %10 %
As of March 31, 20202021 and December 31, 2019,2020, investments consisted of the following:
 March 31, 2021December 31, 2020
 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
First Lien Debt (excluding First Lien/Last Out Debt)$1,226,793 $1,164,592 $1,234,579 $1,161,881 
First Lien/Last Out Debt63,401 62,061 63,575 62,182 
Second Lien Debt308,048 299,322 297,962 284,523 
Equity Investments32,653 35,030 32,754 33,877 
Investment Funds294,097 280,629 294,096 283,286 
Total$1,924,992 $1,841,634 $1,922,966 $1,825,749 

78
 March 31, 2020 December 31, 2019
 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
First Lien Debt (excluding First Lien/Last Out)$1,597,780
 $1,478,357
 $1,649,721
 $1,585,042
First Lien/Last Out Unitranche93,178
 56,408
 78,951
 78,096
Second Lien Debt308,563
 275,055
 234,006
 234,532
Equity Investments31,805
 29,323
 22,272
 21,698
Investment Fund216,001
 185,134
 216,501
 204,596
Total$2,247,327
 $2,024,277
 $2,201,451
 $2,123,964





The weighted average yields (1) for our first and second lien debt, based on the amortized cost and fair value as of March 31, 20202021 and December 31, 2019,2020, were as follows:
March 31, 2021December 31, 2020
March 31, 2020 December 31, 2019 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
First Lien Debt (excluding First Lien/Last Out)7.42% 8.02% 8.00% 8.17%
First Lien/Last Out Unitranche6.06% 10.02% 6.63% 9.53%
First Lien Debt (excluding First Lien/Last Out Debt)First Lien Debt (excluding First Lien/Last Out Debt)7.18 %7.56 %7.08 %7.53 %
First Lien/Last Out DebtFirst Lien/Last Out Debt9.64 %9.85 %9.65 %9.87 %
First Lien Debt Total7.35% 8.10% 7.91% 8.23%First Lien Debt Total7.30 %7.68 %7.21 %7.65 %
Second Lien Debt9.92% 11.13% 10.44% 10.42%Second Lien Debt9.04 %9.30 %9.15 %9.59 %
First and Second Lien Debt Total7.74% 8.56% 8.22% 8.50%First and Second Lien Debt Total7.63 %7.99 %7.57 %8.01 %
 
(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of March 31, 2020 and December 31, 2019. 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.
(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of March 31, 2021 and December 31, 2020. 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 original issue discount "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 and second lien debt investments as measured on an amortized cost basis decreasedincreased from 8.22%7.57% to 7.74%7.63% from December 31, 20192020 to March 31, 2020. The decrease in weighted average yields was primarily due to a decrease in the effective LIBOR rate applicable to loans in the portfolio.2021.
The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of March 31, 20202021 and December 31, 2019:2020:
March 31, 2020 December 31, 2019 March 31, 2021December 31, 2020
Fair Value Percentage Fair Value Percentage Fair ValuePercentageFair ValuePercentage
Performing$1,980,161
 97.82% $2,071,535
 97.53%Performing$1,781,258 96.7 %$1,767,613 96.8 %
Non-accrual (1)
44,116
 2.18
 52,429
 2.47
Non-accrual (1)
60,376 3.3 58,136 3.2 
Total$2,024,277
 100.00% $2,123,964
 100.00%Total$1,841,634 100.0 %$1,825,749 100.0 %
 
(1)
(1)For information regarding our non-accrual policy, see Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
For information regarding our non-accrual policy, see Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
See the Consolidated Schedules of Investments as of March 31, 20202021 and December 31, 20192020 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.
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As part of the monitoring process, our Investment Adviser has developed risk 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
Rating  Definition
1  
Performing—Low Risk:Borrower is operating more than 10% ahead ofabove expectations, and the base case.
trends and risk factors are generally favorable.
2  
Performing—Stable Risk:Borrower is operating within 10%generally as expected or at an acceptable level of performance. The level of risk to our initial cost bases is similar to the base case (above or below).risk to our initial cost basis at the time of 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 investment 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 March 31, 20202021 and December 31, 2019:2020.
 March 31, 2021December 31, 2020
 Fair Value% of Fair ValueFair Value% of Fair Value
(dollar amounts in millions)    
Internal Risk Rating 1$19.1 1.3 %$19.1 1.3 %
Internal Risk Rating 21,097.9 71.9 1,047.5 69.4 
Internal Risk Rating 3324.9 21.3 361.1 23.9 
Internal Risk Rating 449.6 3.2 48.2 3.2 
Internal Risk Rating 534.5 2.3 32.8 2.2 
Total$1,526.0 100.0 %$1,508.6 100.0 %
 March 31, 2020 December 31, 2019
 Fair Value % of Fair Value Fair Value % of Fair Value
(dollar amounts in millions)       
Internal Risk Rating 1$38.6
 2.13% $39.2
 2.06%
Internal Risk Rating 21,392.5
 76.94
 1,501.4
 79.12
Internal Risk Rating 3205.8
 11.37
 132.9
 7.00
Internal Risk Rating 496.6
 5.34
 159.0
 8.38
Internal Risk Rating 532.6
 1.80
 65.2
 3.44
Internal Risk Rating 643.8
 2.42
 —
 —
Total$1,809.8
 100.00% $1,897.7
 100.00%

As of March 31, 20202021 and December 31, 2019,2020, the weighted average Internal Risk Rating of our debt investment portfolio was 2.3 and 2.3,2.4, respectively. As of March 31, 2020 and December 31, 2019, 18 and 182021, six of our debt investments, with an aggregate fair value of $172.9$84.1 million and $224.3 million, respectively, were assigned an Internal Risk Rating of 4-6 (“Watch List”).4-5.  As of December 31, 2020, six of our debt investments, with an aggregate fair value of $80.9 million were assigned an Internal Risk Rating of 4-5. As of March 31, 20202021 and December 31, 2019, seven2020, five and five first lienof our debt investments respectively, were on non-accrual status. The fair values ofstatus, respectively. Our debt investments in the portfolio on non-accrual status were $44.1had a fair value of $60.4 million and $52.4$58.1 million, respectively, which represented approximately 2.18%3.3% and 2.47%3.2%, respectively, of our total investments at fair value.value as of March 31, 2021 and December 31, 2020. The remaining first and second lien debt investments were performing and current on their interest payments as of March 31, 20202021 and December 31, 2019. 2020.

During the three month period ended March 31, 2020, two investments with fair value of $17.4 million were downgraded to the Watch List due to changes in financial condition and performance of the respective portfolio companies, one investment
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with fair value of $20.7 million was upgraded and removed from the Watch List due to improved performance of the portfolio company and one investment on the Watch List with fair value of $6.1 million was repaid in full.
CONSOLIDATED RESULTS OF OPERATIONS
For the three month periods ended March 31, 20202021 and 20192020
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.
Investment Income
Investment income for the three month periods ended March 31, 20202021 and 20192020 was as follows: 
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
Investment income   Investment income
First Lien Debt$35,650
 $41,574
First Lien Debt$25,584 $35,650 
Second Lien Debt8,126
 5,746
Second Lien Debt6,700 8,126 
Equity Investments185
 247
Equity Investments1,036 185 
Investment Fund6,549
 7,538
Investment FundsInvestment Funds7,528 6,549 
Cash35
 82
Cash— 35 
Total investment income$50,545
 $55,187
Total investment income$40,848 $50,545 
The decrease in investment income for the three month period ended March 31, 20202021 from the comparable period in 20192020 was primarily driven by a lower average loan balance and the decrease in LIBOR, loans placed on non-accrual, and lower interest and dividend income from Credit Fund.LIBOR. As of March 31, 2020,2021, the size of our portfolio increaseddecreased to $2,247,327$1,924,992 from $2,221,378$2,247,327 as of March 31, 2019,2020, at amortized cost, and total principal amount of investments outstanding increased to 2,259,466 from $2,253,682 as of March 31, 2019.cost. As of March 31, 2020,2021, the weighted average yield of our first and second lien debt investments decreased to 7.74%7.63% from 9.51%7.74% as of March 31, 20192020 on amortized cost, primarily due to the decrease in LIBOR and loans placed on non-accrual status.LIBOR.
Interest 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 March 31, 2021 and 2020, five and 2019, seven and three first lien debt investments, respectively, were on non-accrual status. Non-accrual investments had a fair value of $44,116$60,376 and $17,482$44,116 respectively, which represented approximately 2.18%3.3% and 0.81%2.2% of total investments at fair value, respectively.respectively, as of March 31, 2021 and 2020. The remaining first and second lien debt investments were performing and current on their interest payments as of March 31, 20202021 and 2019.2020.
For the three month periods ended March 31, 20202021 and 2019,2020, the Company earned $2,344$1,470 and $2,028,$2,344, respectively, in other income.
Our total dividend and interest income from investments in Credit Fund totaled $6,736 and $7,538 for the three month periods ended March 31, 2020 and 2019, respectively. The decrease in other income for the three month period ended March 31, 20202021 from the comparable period in 2019,2020 was primarily driven by lower prepayment and underwriting fees.
For the lowerthree month periods ended March 31, 2021 and 2020, the Company earned $7,528 and $6,549, respectively, in dividend and interest income from the Investment Funds. The increase for the three month period ended March 31, 2021 from the comparable periods in 2020 was driven by the formation of Credit Fund II during the fourth quarter of 2020 and by a higher dividend from Credit Fund, and thepartially offset by a decrease in LIBORinterest income on the Mezzanine Loan.Loan to Credit Fund.
Net investment income (loss) for the three month periods ended March 31, 20202021 and 20192020 was as follows:
 For the three month periods ended
 March 31, 2021March 31, 2020
Total investment income$40,848 $50,545 
Net expenses (including excise tax expense)(20,169)(26,573)
Net investment income (loss)$20,679 $23,972 
81
 For the three month periods ended
 March 31, 2020 March 31, 2019
Total investment income$50,545
 $55,187
Net expenses (including excise tax expense)(26,573) (27,625)
Net investment income (loss)$23,972
 $27,562



Expenses
 For the three month periods ended
 March 31, 2021March 31, 2020
Base management fees$6,800 $7,386 
Incentive fees4,257 5,086 
Professional fees691 667 
Administrative service fees282 106 
Interest expense6,975 12,179 
Credit facility fees519 590 
Directors’ fees and expenses116 96 
Other general and administrative405 411 
Excise tax expense124 52 
Expenses$20,169 $26,573 
 For the three month periods ended
 March 31, 2020 March 31, 2019
Base management fees$7,386
 $7,685
Incentive fees5,086
 5,846
Professional fees667
 745
Administrative service fees106
 216
Interest expense12,179
 11,991
Credit facility fees590
 568
Directors’ fees and expenses96
 93
Other general and administrative411
 421
Excise tax expense52
 60
Net expenses$26,573
 $27,625

Interest expense and credit facility fees for the three month periods ended March 31, 20202021 and 20192020 were comprised of the following:
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
Interest expense$12,179
 $11,991
Interest expense$6,975 $12,179 
Facility unused commitment fee318
 303
Facility unused commitment fee328 318 
Amortization of deferred financing costs243
 236
Amortization of deferred financing costs191 243 
Other fees29
 29
Other fees— 29 
Total interest expense and credit facility fees$12,769
 $12,559
Total interest expense and credit facility fees$7,494 $12,769 
Cash paid for interest expense$12,647
 $11,515
Cash paid for interest expense$6,915 $12,647 
   
Average principal debt outstanding$1,236,463
 $1,017,719
Average principal debt outstanding$979,557 $1,236,463 
Weighted average interest rate3.91% 4.71%Weighted average interest rate2.85 %3.91 %
The increasedecrease in interest expense for the three month periodsperiod ended March 31, 20202021 compared to the comparable period in 20192020 was primarily driven by higher borrowings outstanding, partially offset by lower LIBOR.LIBOR and lower average principal balances outstanding.
Below is a summary of the base management fees and incentive fees incurred during the three month periods ended March 31, 20202021 and 2019.2020.
For the three month periods endedFor the three month periods ended
March 31, 2020 March 31, 2019March 31, 2021March 31, 2020
Base management fees$7,386
 $7,685
Base management fees$6,800 $7,386 
Incentive fees on pre-incentive fee net investment income5,086
 5,846
Incentive fees on pre-incentive fee net investment income4,257 5,086 
Realized capital gains incentive fees—
 —
Realized capital gains incentive fees— — 
Accrued capital gains incentive fees—
 —
Accrued capital gains incentive fees— — 
Total capital gains incentive fees—
 —
Total capital gains incentive fees— — 
Total incentive fees5,086
 5,846
Total incentive fees4,257 5,086 
Total base management fees and incentive fees$12,472
 $13,531
Total base management fees and incentive fees$11,057 $12,472 
The decrease in base management fees and incentive fees related to pre-incentive fee net investment income for the three month periodperiods ended March 31, 20202021 from the comparable period in 20192020 was driven by lower investment fair value and lower pre-incentive fee net investment income, respectively.
82

For the three month periods ended March 31, 20202021 and 2019,2020, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of March 31, 20202021 and 2019.2020. The accrual for


any capital gains incentive fee under accounting principles generally accepted in the United States (“U.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 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and base management fees.
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, 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.
Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
During the three month periods ended March 31, 20202021 and 2019,2020, we had realized gains on 48 and 24 investments, respectively, totaling approximately $627$1,673 and $959,$627, respectively, which was offset by realized losses on 30 and 13 investments, respectively, totaling approximately $2,324$0 and $60,$2,324, respectively. During the three month periods ended March 31, 20202021 and 2019,2020, we had unrealized appreciation on 1599 and 7015 investments, respectively, totaling approximately $4,389$24,087 and $16,195,$4,389, respectively, which was offset by unrealized depreciation on 12258 and 37122 investments, respectively, totaling approximately $10,228 and $149,952, and $10,930, respectively.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month periods ended March 31, 20202021 and 20192020 were as follows:
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
Net realized gain (loss) on investments$(1,697) $899
Net realized gain (loss) on investments$1,673 $(1,697)
Net change in unrealized appreciation (depreciation) on investments(145,563) 5,265
Net change in unrealized appreciation (depreciation) on investments13,859 (145,563)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments$(147,260) $6,164
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments$15,532 $(147,260)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month periods ended March 31, 20202021 and 20192020 were as follows:
For the three month periods ended For the three month periods ended
March 31, 2020 March 31, 2019 March 31, 2021March 31, 2020
TypeNet realized gain (loss) Net change in unrealized appreciation (depreciation) Net realized gain (loss) Net change in unrealized appreciation (depreciation)TypeNet realized gain (loss)Net change in unrealized appreciation (depreciation)Net realized gain (loss)Net change in unrealized appreciation (depreciation)
First Lien Debt$(2,054) $(90,659) $(60) $978
First Lien Debt$992 $10,550 $(2,054)$(90,659)
Second Lien Debt—
 (34,034) —
 1,419
Second Lien Debt— 4,713 — (34,034)
Equity Investments357
 (1,908) 959
 2,372
Equity Investments681 1,254 357 (1,908)
Investment Fund—
 (18,962) —
 496
Investment FundsInvestment Funds— (2,691)— (18,962)
Total$(1,697) $(145,563) $899
 $5,265
Total$1,673 $13,826 $(1,697)$(145,563)
Net change in unrealized appreciation in our investments for the three month periodsperiod ended March 31, 20202021 improved compared to the comparable period in 2019 was2020 primarily due to tightening market yields and improving credit fundamentals in 2021, compared to higher market spreadsyields in 2020 related to the COVID-19 pandemic, as well as topandemic. Net change in unrealized appreciation (depreciation) is also driven by changes in other inputs utilized under our valuation methodology, including, but not limited to, enterprise value multiples, borrower leverage multiples and borrower ratings, and the impact of exits.
83

MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into an amended and restated limited liability agreement, which was subsequently amended and restated on June 24, 2016 and February 22, 2021 (as amended, the Limited"Limited Liability Company AgreementAgreement") to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-


membersix-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”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the "2019-2 Issuer", formerly known as MMCF Credit Warehouse, LLC (the "Credit Fund Warehouse")) and MMCF Warehouse II, LLC (the "Credit Fund Warehouse II"), each a Delaware limited liability company, were formed on April 5, 2016, October 6, 2017 November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer, 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, the 2017-1 Issuer, the 2019-2 Issuer and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to "Debt" below for discussions regarding the credit facilities 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 Global Credit 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 the 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 Administrative Agent in performing its obligations thereunder.
84

Selected Financial Data
Since inception of Credit Fund and through March 31, 20202021 and December 31, 2019,2020, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $123,500$216,000 in subordinated loans, respectively, to Credit Fund. Below is certain summarized consolidated financial information for Credit Fund as of March 31, 20202021 and December 31, 2019.2020.
 March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
 (unaudited)   (unaudited) 
Selected Consolidated Balance Sheet Information    Selected Consolidated Balance Sheet Information
ASSETS    ASSETS
Investments, at fair value (amortized cost of $1,296,794 and $1,258,157, respectively) $1,199,183
 $1,246,839
Investments, at fair value (amortized cost of $993,936 and $1,080,538, respectively)Investments, at fair value (amortized cost of $993,936 and $1,080,538, respectively)$983,277 $1,056,381 
Cash and cash equivalents 79,802
 64,787
Cash and cash equivalents63,384 119,796 
Other assets 47,437
 9,369
Other assets11,344 7,553 
Total assets $1,326,422
 $1,320,995
Total assets$1,058,005 $1,183,730 
LIABILITIES AND MEMBERS’ EQUITY    LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings $462,421
 $441,077
Secured borrowings$446,301 $514,261 
Notes payable, net of unamortized debt issuance costs of $3,320 and $3,441, respectively 487,066
 528,407
Mezzanine loans (1)
 —
 93,000
Other Short-Term Borrowings 8,802
 —
Notes payable, net of unamortized debt issuance costs of $1,511 and $1,559, respectivelyNotes payable, net of unamortized debt issuance costs of $1,511 and $1,559, respectively184,326 253,933 
Other liabilities 43,135
 32,383
Other liabilities15,243 15,543 
Subordinated loans and members’ equity (1)
 324,998
 226,128
Subordinated loans and members’ equity (1)
412,135 399,993 
Liabilities and members’ equity $1,326,422
 $1,320,995
Liabilities and members’ equity$1,058,005 $1,183,730 
(1) As of March 31, 20202021 and December 31, 2019,2020, the fair value of the Company’s ownership interest in the subordinated loans and members’ equity was $185,134$202,695 and $111,596, respectively, and $0 and $93,000, respectively, in the mezzanine loans.$205,891, respectively.

For the three month periods ended
 March 31, 2021March 31, 2020
 (unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$16,105 $21,592 
Expenses
Interest and credit facility expenses5,415 13,927 
Other expenses468 503 
Total expenses5,883 14,430 
Net investment income (loss)10,222 7,162 
Net realized gain (loss) on investments(1,578)— 
Net change in unrealized appreciation (depreciation) on investments13,498 (86,293)
Net increase (decrease) resulting from operations$22,142 $(79,131)


85
  For the three month periods ended
  March 31, 2020 March 31, 2019
  (unaudited)
Selected Consolidated Statement of Operations Information:    
Total investment income $21,592
 $22,606
Expenses    
Interest and credit facility expenses 13,927
 14,730
Other expenses 503
 441
Total expenses 14,430
 15,171
Net investment income (loss) 7,162
 7,435
Net realized gain (loss) on investments —
 (8,285)
Net change in unrealized appreciation (depreciation) on investments (86,293) 17,778
Net increase (decrease) resulting from operations $(79,131) $16,928


Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund's portfolio, as of March 31, 20202021 and December 31, 2019:2020:
As of
March 31, 2021December 31, 2020
Senior secured loans (1)
$997,657 $1,084,491 
Weighted average yields of senior secured loans based on amortized cost (2)
6.06 %6.03 %
Weighted average yields of senior secured loans based on fair value (2)
6.11 %6.15 %
Number of portfolio companies in Credit Fund50 54 
Average amount per portfolio company (1)
$19,953 $20,083 
Number of loans on non-accrual status— — 
Fair value of loans on non-accrual status$— $— 
Percentage of portfolio at floating interest rates (3)(4)
97.3 %97.7 %
Percentage of portfolio at fixed interest rates (4)
2.7 %2.3 %
Fair value of loans with PIK provisions$26,602 $24,113 
Percentage of portfolio with PIK provisions (4)
2.7 %2.3 %
(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 March 31, 2021 and December 31, 2020. 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.
(3)Floating rate debt investments are primarily subject to interest rate floors.
(4)Percentages based on fair value.

86

 As of
 March 31, 2020 December 31, 2019
Senior secured loans (1)
$1,299,438
 $1,260,582
Weighted average yields of senior secured loans based on amortized cost (2)
6.01% 6.51%
Weighted average yields of senior secured loans based on fair value (2)
6.48% 6.55%
Number of portfolio companies in Credit Fund63
 61
Average amount per portfolio company (1)
$20,626
 $20,665
Number of loans on non-accrual status1
 1
Fair value of loans on non-accrual status$21,150
 $21,150
Percentage of portfolio at floating interest rates (3)(4)
98.2% 98.3%
Percentage of portfolio at fixed interest rates (4)
1.8% 1.7%
Fair value of loans with PIK provisions$21,150
 $21,150
Percentage of portfolio with PIK provisions (4)
1.8% 1.7%
(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 March 31, 2020 and December 31, 2019. 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.
(3)Floating rate debt investments are primarily subject to interest rate floors.
(4)Percentages based on fair value.



Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (97.3% of fair value)
ACR Group Borrower, LLC^+(2)(3)(6)Aerospace & DefenseL + 4.50%5.50%3/31/2028$34,650 $34,020 $34,020 
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.70%2/15/202725,570 25,542 25,220 
Alpha Packaging Holdings, Inc.+\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,269 16,269 16,269 
AmeriLife Holdings LLC#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.11%3/18/20279,926 9,905 9,923 
Analogic Corporation^+(2)(3)(6)Capital EquipmentL + 5.25%6.25%6/22/202418,810 18,790 18,687 
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassL + 4.00%4.11%7/18/202624,660 24,559 24,660 
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.36%5/9/202614,738 14,679 14,516 
Aptean, Inc.(2)(3)SoftwareL + 4.25%4.36%4/23/202612,250 12,199 12,121 
Astra Acquisition Corp.+#(2)(3)SoftwareL + 4.75%5.50%2/28/202728,782 28,405 28,443 
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.69%12/22/202514,555 14,449 14,485 
Avenu Holdings, LLC+(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/202423,531 23,531 23,531 
Big Ass Fans, LLC+\#(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,730 13,680 13,730 
BK Medical Holding Company, Inc.^+(2)(3)(6)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,104 23,905 23,650 
Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareL + 5.00%6.00%8/30/202314,019 13,402 14,019 
Clearent Newco, LLC^(2)(3)(6)High Tech IndustriesL + 5.50%6.50%3/20/202529,423 29,187 29,423 
Clearent Newco, LLC+\(2)(3)High Tech IndustriesL + 6.50%7.50%3/20/20254,069 4,069 4,069 
DBI Holding LLC^(2)Transportation: Cargo14.00% PIK14.00%3/26/20232,538 2,538 2,538 
DecoPac, Inc.^+\(2)(3)(6)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,259 12,334 
Diligent Corporation^+(2)(3)(6)TelecommunicationsL + 6.25%7.25%8/4/20258,661 8,399 8,738 
DTI Holdco, Inc.^+\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,641 18,566 17,860 
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.36%11/5/20247,533 7,509 7,496 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsL + 5.75%6.75%6/7/202319,750 19,713 19,750 
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,473 21,367 20,749 
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,688 24,494 23,495 
Frontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,849 14,214 14,980 
Golden West Packaging Group LLC+\(2)(3)Containers, Packaging & GlassL + 5.25%6.25%6/20/202327,305 27,208 27,259 
HMT Holding Inc.+\(2)(3)(6)Energy: Oil & GasL + 5.00%6.00%11/17/202332,737 32,404 32,001 
Integrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/20258,495 8,381 8,615 
Jensen Hughes, Inc.+\(2)(3)(6)Utilities: ElectricL + 4.50%5.50%3/22/202434,863 34,771 34,118 
KAMC Holdings, Inc.(2)(3)Energy: ElectricityL + 4.00%4.19%8/14/202613,790 13,735 13,208 
KBP Investments, LLC^+(2)(3)(6)Beverage, Food & TobaccoL + 5.00%6.00%5/15/20239,277 9,058 9,362 
Marco Technologies, LLC+\(2)(3)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,313 7,332 
Mold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/202114,483 14,468 14,483 
Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.70%9/13/202523,415 23,235 23,389 
87

Consolidated Schedule of Investments as of March 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (98.17% of fair value)            
Achilles Acquisition, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.00% 5.00% 10/13/2025 $29,805
 $29,690
 $25,931
Acrisure, LLC+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 3.50% 5.21% 2/15/2027 25,828
 25,796
 22,486
Advanced Instruments, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.25% 6.26% 10/31/2022 36,087
 36,019
 35,405
Alku, LLC+# (2) (3) Business Services L + 5.50% 7.31% 7/29/2026 25,000
 24,758
 23,900
Alpha Packaging Holdings, Inc.+*\ (2) (3) Containers, Packaging & Glass L + 6.00% 7.13% 11/12/2021 16,639
 16,637
 16,296
AmeriLife Holdings LLC# (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.00% 5.45% 3/18/2027 8,864
 8,839
 8,286
Analogic Corporation^+ (2) (3) (7) Capital Equipment L + 5.25% 6.25% 6/22/2024 19,169
 19,144
 18,143
Anchor Packaging, Inc.  (2) (3) (7) Containers, Packaging & Glass L + 4.00% 4.99% 7/18/2026 20,410
 20,315

19,056
API Technologies Corp.+\ (2) (3) Aerospace & Defense L + 4.25% 5.24% 5/9/2026 14,888
 14,818
 12,887
Aptean, Inc.+ \ (2) (3) Software L + 4.25% 5.24% 4/23/2026 12,375
 12,313
 10,271
AQA Acquisition Holding, Inc.^*\ (2) (3) (7) High Tech Industries L + 4.25% 5.65% 5/24/2023 21,323
 21,299
 20,741
Astra Acquisition Corp.+# (2) (3) Software L + 5.50% 6.50% 3/1/2027 29,000
 28,567
 26,822
Avalign Technologies, Inc.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.50% 5.57% 12/22/2025 14,704
 14,578
 13,893
Big Ass Fans, LLC+*\ (2) (3) Capital Equipment L + 3.75% 5.20% 5/21/2024 13,873
 13,809
 13,515
BK Medical Holding Company, Inc.^+ (2) (3) (7) Healthcare & Pharmaceuticals L + 5.25% 6.25% 6/22/2024 24,348
 24,089
 23,456
Brooks Equipment Company, LLC+* (2) (3) Construction & Building L + 5.00% 6.60% 8/29/2020 5,066
 5,064
 5,019
Clarity Telecom LLC.+ (2) (3) Media: Broadcasting & Subscription L + 4.25% 5.24% 8/30/2026 14,925
 14,880
 14,058
Clearent Newco, LLC^+\ (2) (3) (7) High Tech Industries L + 5.50% 6.87% 3/20/2025 29,675
 29,386
 27,402
Datto, Inc.+\ (2) (3) High Tech Industries L + 4.25% 5.24% 4/2/2026 12,406
 12,345
 11,720
DecoPac, Inc.^+ *\ (2) (3) (7) Non-durable Consumer Goods L + 4.25% 5.27% 9/29/2024 13,622
 13,524
 13,622
DTI Holdco, Inc.+*\ (2) (3) High Tech Industries L + 4.75% 6.53% 9/30/2023 18,836
 18,729
 13,233
Eliassen Group, LLC+\ (2) (3) Business Services L + 4.50% 5.49% 11/5/2024 7,571
 7,540
 7,376
EvolveIP, LLC^+ (2) (3) (7) Telecommunications L + 5.75% 6.75% 6/7/2023 19,948
 19,895
 19,388
Exactech, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,694
 21,563
 17,084
Excel Fitness Holdings, Inc.+# (2) (3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,938
 24,705
 22,539
Golden West Packaging Group LLC+*\ (2) (3) Containers, Packaging & Glass L + 5.75% 6.75% 6/20/2023 29,252
 29,103
 28,333
HMT Holding Inc.^ +*\ (2) (3) (7) Energy: Oil & Gas L + 5.00% 6.02% 11/17/2023 37,305
 36,855
 36,630
Jensen Hughes, Inc.^+*\ (2) (3) (7) Utilities: Electric L + 4.50% 5.57% 3/22/2024 34,871
 34,726
 33,326
KAMC Holdings, Inc.+# (2) (3) Energy: Electricity L + 4.00% 5.61% 8/14/2026 13,930
 13,866
 13,083
Lionbridge Technologies, Inc.  (2) (3) Business Services L + 6.25% 7.32% 12/29/2025 24,938
 24,938
 23,583
MAG DS Corp.+\ (2) (3) (7) Aerospace & Defense L + 4.75% 6.20% 6/6/2025 27,632
 27,413
 27,632
Maravai Intermediate Holdings, LLC+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 5.75% 8/2/2025 29,550
 29,313
 28,040
Marco Technologies, LLC^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.25% 5.78% 10/30/2023 7,444
 7,394
 6,979
Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Odyssey Logistics & Technology Corp.+\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/2024$33,328 $33,229 $32,652 
Output Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,371 19,335 15,128 
Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.70%7/10/202513,550 13,505 13,498 
Propel Insurance Agency, LLC^+\(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/202437,562 37,123 37,403 
Q Holding Company+\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,680 21,554 20,355 
QW Holding Corporation+(2)(3)(6)Environmental IndustriesL + 5.75%6.75%8/31/202211,536 11,455 10,706 
Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%4.79%7/9/202527,686 27,586 27,439 
RevSpring Inc.+\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.36%10/11/202529,374 29,199 29,216 
Situs Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%4.94%6/28/202514,744 14,656 14,642 
Striper Buyer, LLC+(2)(3)Containers, Packaging & GlassL + 5.50%6.25%12/30/202614,963 14,815 14,813 
T2 Systems, Inc.^+(2)(3)(6)Transportation: ConsumerL + 6.75%7.75%9/28/202229,044 28,723 29,044 
The Original Cakerie, Ltd. (Canada)+\(2)(3)(6)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,279 6,265 6,279 
The Original Cakerie, Ltd. (Canada)+(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,815 8,796 8,815 
U.S. TelePacific Holdings Corp.+\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/20236,660 6,625 6,144 
VRC Companies, LLC+(2)(3)(6)Business ServicesL + 6.50%7.50%3/31/202330,504 29,503 29,877 
Water Holdings Acquisition LLC^+(2)(3)(6)Utilities: WaterL + 5.25%6.25%12/18/202626,250 25,488 25,627 
Welocalize, Inc.+(2)(3)(6)Business ServicesL + 4.50%5.50%12/23/202322,574 22,369 22,571 
WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesL + 5.50%6.50%1/3/20238,421 8,394 8,307 
First Lien Debt Total$964,843 $956,989 
Second Lien Debt (2.4% of fair value)
DBI Holding, LLC^(2)Transportation: Cargo10.00% PIK10.00%2/1/2026$24,064 $23,729 $24,064 
Second Lien Debt Total$23,729 $24,064 
Equity Investments (0.2% of fair value)
DBI Holding, LLC^Transportation: Cargo2,961 $— $— 
DBI Holding, LLC^Transportation: Cargo13,996 5,364 2,224 
Equity Investments Total$5,364 $2,224 
Total Investments$993,936 $983,277 


Consolidated Schedule of Investments as of March 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date  Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Mold-Rite Plastics, LLC+\ (2) (3) Chemicals, Plastics & Rubber L + 4.25% 5.32% 12/14/2021 $14,557
 $14,524
 $14,288
MSHC, Inc.^+*\ (2) (3) (7) Construction & Building L + 4.25% 5.25% 12/31/2024 42,477
 42,340
 40,467
Newport Group Holdings II, Inc.+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.20% 9/13/2025 23,655
 23,436
 22,626
Odyssey Logistics & Technology Corp.+*\# (2) (3) Transportation: Cargo L + 4.00% 5.07% 10/12/2024 39,013
 38,866
 27,309
Output Services Group^+\ (2) (3) Media: Advertising, Printing & Publishing L + 4.50% 6.11% 3/27/2024 19,571
 19,523
 18,432
PAI Holdco, Inc.+*\ (2) (3) Automotive L + 4.25% 5.39% 1/5/2025 19,486
 19,415
 18,956
Park Place Technologies, Inc.+\# (2) (3) High Tech Industries L + 4.00% 5.00% 3/28/2025 22,502
 22,429
 21,827
Pasternack Enterprises, Inc.+\ (2) (3) Capital Equipment L + 4.00% 5.00% 7/2/2025 22,697
 22,684
 21,955
Pharmalogic Holdings Corp.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.00% 5.00% 6/11/2023 11,292
 11,269
 11,091
Premise Health Holding Corp.^+\# (2) (3) (7) Healthcare & Pharmaceuticals L + 3.50% 4.95% 7/10/2025 13,689
 13,632
 13,081
Propel Insurance Agency, LLC^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.25% 5.70% 6/1/2024 22,475
 22,024
 21,678
Q Holding Company+*\# (2) (3) Automotive L + 5.00% 6.45% 12/31/2023 21,900
 21,732
 20,560
QW Holding Corporation (Quala)^+* (2) (3) (7) Environmental Industries L + 6.25% 7.70% 8/31/2022 16,305
 16,144
 15,895
Radiology Partners, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 5.98% 7/9/2025 27,686
 27,566
 22,149
RevSpring Inc.*\# (2) (3) Media: Advertising, Printing & Publishing L + 4.00% 5.45% 10/11/2025 29,688
 29,476
 25,012
Situs Group Holdings Corporation^+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 4.75% 5.81% 6/28/2025 14,897
 14,790
 13,954
Surgical Information Systems, LLC+*\ (2) (3) (6) High Tech Industries L + 4.75% 7.21% 4/24/2023 26,168
 26,016
 25,417
Systems Maintenance Services Holding, Inc.^* (2) (3) (9) High Tech Industries L + 5.00% 6.45% 10/30/2023 23,735
 23,647
 16,837
T2 Systems, Inc.^+* (2) (3) (7) Transportation: Consumer L + 6.75% 8.34% 9/28/2022 17,804
 17,570
 17,630
The Original Cakerie, Ltd. (Canada)^+*\ (2) (3) Beverage, Food & Tobacco L + 5.00% 6.62% 7/20/2022 8,906
 8,879
 8,723
The Original Cakerie, Ltd. (Canada)^+*\ (2) (3) Beverage, Food & Tobacco L + 4.50% 5.95% 7/20/2022 8,009
 7,988
 7,858
Thoughtworks, Inc.*\# (2) (3) Business Services L + 3.75% 5.20% 10/11/2024 11,794
 11,769
 10,202
U.S. Acute Care Solutions, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.45% 5/15/2021 31,299
 31,217
 27,624
U.S. TelePacific Holdings Corp.+*\ (2) (3) Telecommunications L + 5.00% 6.07% 5/2/2023 26,660
 26,510
 20,195
Valet Waste Holdings, Inc.+\# (2) (3) Construction & Building L + 3.75% 4.74% 9/28/2025 18,058
 17,967
 17,383
VRC Companies, LLC^+ (2) (3) (7) Business Services L + 6.50% 7.99% 3/31/2023 5,548
 5,321
 5,295
Welocalize, Inc.^+ (2) (3) (7) Business Services L + 4.50% 5.50% 12/2/2024 23,804
 23,563
 23,113
WRE Holding Corp.^+* (2) (3) (7) Environmental Industries L + 5.00% 6.45% 1/3/2023 7,854
 7,800
 7,718
Zywave, Inc.^+*\ (2) (3) High Tech Industries L + 5.00% 6.72% 11/17/2022 20,177
 20,066
 19,870
First Lien Debt Total           $1,270,073
 $1,177,280
Second Lien Debt (1.82% of fair value)            
DBI Holding, LLC^* (8) Transportation: Cargo 8.00% PIK 8.00% 2/1/2026 $21,150
 $20,697
 $21,150
Zywave, Inc.* (2) (3) High Tech Industries L + 9.00% 10.8% 11/17/2023 666
 660
 642
Second Lien Debt Total           $21,364
 $21,764


Investments (1)
  Footnotes Industry Type Shares/Units Cost 
Fair Value (6)
Equity Investments (0.01% of fair value)        
DBI Holding, LLC^*   Transportation: Cargo Common stock 16,957
 $5,364
 $111
Equity Investments Total         $5,364
 $111
Total Investments          $1,296,794
 $1,199,183

^ 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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ 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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on December 19, 2017 (the “2017-1 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II Facility"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of March 31, 2020, the geographical composition of investments as a percentage of fair value was 1.40% in Canada and 98.60% 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 March 31, 2020. As of March 31, 2020, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.99%, the 90-day LIBOR at 1.45% and the 180-day LIBOR at 1.18%.
(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 the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
(6)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 Sub and the 2017-1 Issuer is entitled to receive additional interest as a result of an agreement among lenders as follows: Surgical Information Systems, LLC (1.13%). 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.
(7)As of March 31, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of March 31, 2021, the geographical composition of investments as a percentage of fair value was 3.0% in Canada and 97.0% 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 March 31, 2021. As of March 31,
88

First Lien Debt – unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
AmeriLife Holdings LLCDelayed Draw 1.00% $1,136
 $(66)
Analogic CorporationRevolver 0.50 1,806
 (88)
Anchor Packaging, Inc.Delayed Draw 1.00 4,487
 (244)
AQA Acquisition Holding, Inc.Revolver 0.50 42
 (1)
BK Medical Holding Company, Inc.Revolver 0.50 2,609
 (86)
Clearent Newco, LLCDelayed Draw 1.00 6,636
 (415)
DecoPac, Inc.Revolver 0.50 857
 —
EvolveIP, LLCDelayed Draw 1.00 2,240
 (53)
EvolveIP, LLCRevolver 0.50 1,344
 (32)
HMT Holding Inc.Revolver 0.50 1,940
 (33)
Jensen Hughes, Inc.Revolver 0.50 91
 (4)
Jensen Hughes, Inc.Delayed Draw 1.00 2,365
 (98)
MAG DS Corp.Revolver 0.50 2,965
 —
Marco Technologies, LLCDelayed Draw 1.00 7,500
 (233)
MSHC, Inc.Delayed Draw 1.00 747
 (35)
Premise Health Holding Corp.Delayed Draw 1.00 1,103
 (45)
Propel Insurance Agency, LLCRevolver 0.50 2,381
 (59)
Propel Insurance Agency, LLCDelayed Draw 0.50 7,143
 (178)
QW Holding Corporation (Quala)Revolver 0.50 852
 (20)
QW Holding Corporation (Quala)Delayed Draw 1.00 161
 (4)
T2 Systems, Inc.Revolver 0.50 1,564
 (14)
VRC Companies, LLCDelayed Draw 0.75 6,091
 (132)
Welocalize, Inc.Revolver 0.50 1,238
 (34)
WRE Holding Corp.Delayed Draw 1.00 1,981
 (27)
Total unfunded commitments    $59,279
 $(1,901)
(8)Loan was on non-accrual status as of March 31, 2020.
(9)The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing ("ASC Topic 860"), and therefore, the asset remains in the Consolidated Schedule of Investments.

2021, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.11%, the 90-day LIBOR at 0.19% and the 180-day LIBOR at 0.21%.

(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 the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

(6)As of March 31, 2021, Credit Fund and Credit Fund Sub 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%$7,350 $(110)
Analogic CorporationRevolver0.501,975 — 
BK Medical Holding Company, Inc.Revolver0.502,609 (176)
Chemical Computing Group ULC (Canada)Revolver0.50873 — 
Clearent Newco, LLCDelayed Draw1.002,549 (66)
DecoPac, Inc.Revolver0.502,143 (3)
Diligent CorporationDelayed Draw1.002,109 25 
Diligent CorporationRevolver0.50703 8 
EvolveIP, LLCDelayed Draw1.001,904 (2)
EvolveIP, LLCRevolver0.501,680 (2)
HMT Holding Inc.Revolver0.506,173 (291)
Integrity Marketing Acquisition, LLCDelayed Draw1.003,464 46 
Jensen Hughes, Inc.Delayed Draw1.001,127 (35)
Jensen Hughes, Inc.Revolver0.501,000 (31)
KBP Investments, LLCDelayed Draw1.00503 1 
KBP Investments, LLCDelayed Draw1.0010,190 30 
Propel Insurance Agency, LLCRevolver0.502,381 (24)
Propel Insurance Agency, LLCDelayed Draw1.001,733 (17)
QW Holding CorporationRevolver0.505,498 (268)
QW Holding CorporationDelayed Draw1.00162 (8)
T2 Systems, Inc.Revolver0.501,955 — 
The Original Cakerie, Ltd. (Canada)Revolver0.501,665 (1)
VRC Companies, LLCRevolver0.50858 — 
Water Holdings Acquisition LLCDelayed Draw1.008,421 (126)
Water Holdings Acquisition LLCRevolver0.505,263 (79)
Welocalize, Inc.Revolver0.501,800 (3)
WRE Holding Corp.Revolver0.50778 (9)
WRE Holding Corp.Delayed Draw1.00563 (7)
Total unfunded commitments$77,429 $(1,148)
89

Consolidated Schedule of Investments as of December 31, 2019
Consolidated Schedule of Investments as of December 31, 2020Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (98.11% of fair value)      
Achilles Acquisition, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.00% 5.75% 10/13/2025 $17,865
 $17,776
 $17,763
First Lien Debt (97.5% of fair value)First Lien Debt (97.5% of fair value)
Acrisure, LLC+\ (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.85% 11/22/2023 11,820
 11,810
 11,805
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.65%2/15/2027$25,634 $25,606 $25,104 
Acrisure, LLC+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 4.25% 6.35% 11/22/2023 20,674
 20,639
 20,674
Advanced Instruments, LLC^+*\ (2) (3) (7) Healthcare & Pharmaceuticals L + 5.25% 6.99% 10/31/2022 35,610
 35,536
 35,466
Alku, LLC+# (2) (3) Business Services L + 5.50% 7.44% 7/29/2026 25,000
 24,754
 24,624
Alku, LLC+#(2)(3)Business ServicesL + 5.50%5.75%7/29/202623,666 23,466 23,512 
Alpha Packaging Holdings, Inc.+*\ (2) (3) Containers, Packaging & Glass L + 4.25% 6.35% 5/12/2020 16,684
 16,676
 16,601
Alpha Packaging Holdings, Inc.+\(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/12/202116,378 16,378 16,378 
AmeriLife Group, LLC^# (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.50% 6.20% 6/5/2026 16,627
 16,557
 16,558
AmeriLife Holdings LLCAmeriLife Holdings LLC#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.15%3/18/20279,951 9,929 9,802 
Analogic CorporationAnalogic Corporation^+(2)(3)(6)Capital EquipmentL + 5.25%6.25%6/22/202418,857 18,837 18,857 
Anchor Packaging, Inc.^# (2) (3) (7) Containers, Packaging & Glass L + 4.00% 5.70% 7/18/2026 20,462
 20,363
 20,457
Anchor Packaging, Inc.+#(2)(3)Containers, Packaging & GlassL + 4.00%4.15%7/18/202624,723 24,617 24,656 
API Technologies Corp.+\ (2) (3) Aerospace & Defense L + 4.25% 5.95% 5/9/2026 14,925
 14,853
 14,807
API Technologies Corp.+\(2)(3)Aerospace & DefenseL + 4.25%4.49%5/9/202614,775 14,713 13,999 
Aptean, Inc.+\ (2) (3) Software L + 4.25% 6.34% 4/23/2026 12,406
 12,344
 12,385
Aptean, Inc.+\(2)(3)SoftwareL + 4.25%4.40%4/23/202612,281 12,227 12,077 
AQA Acquisition Holding, Inc.^*\ (2) (3) (7) High Tech Industries L + 4.25% 6.16% 5/24/2023 18,954
 18,922
 18,860
AQA Acquisition Holding, Inc.+\(2)(3)(6)High Tech IndustriesL + 4.25%5.25%5/24/202318,759 18,752 18,757 
Astra Acquisition Corp.Astra Acquisition Corp.+#(2)(3)SoftwareL + 5.50%6.50%3/1/202728,783 28,392 28,783 
Avalign Technologies, Inc.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.50% 6.70% 12/22/2025 14,741
 14,610
 14,626
Avalign Technologies, Inc.+\(2)(3)Healthcare & PharmaceuticalsL + 4.50%4.73%12/22/202514,592 14,481 14,334 
Big Ass Fans, LLC+*\ (2) (3) Capital Equipment L + 3.75% 5.85% 5/21/2024 13,909
 13,841
 13,903
Big Ass Fans, LLC+\#(2)(3)Capital EquipmentL + 3.75%4.75%5/21/202413,766 13,714 13,766 
Borchers, Inc.+*\ (2) (3) (7) Chemicals, Plastics & Rubber L + 4.50% 6.60% 11/1/2024 15,116
 15,072
 15,085
Brooks Equipment Company, LLC* Construction & Building L + 5.00% 6.91% 8/29/2020 5,144
 5,141
 5,141
BK Medical Holding Company, Inc.BK Medical Holding Company, Inc.^+(2)(3)(6)Healthcare & PharmaceuticalsL + 5.25%6.25%6/22/202424,165 23,951 22,363 
Chemical Computing Group ULC (Canada)Chemical Computing Group ULC (Canada)^+(2)(3)(6)SoftwareL + 5.00%6.00%8/30/202314,055 13,378 14,055 
Clarity Telecom LLC.+ (2) (3) Media: Broadcasting & Subscription L + 4.50% 6.20% 8/30/2026 14,963
 14,915
 14,902
Clarity Telecom LLC.+Media: Broadcasting & SubscriptionL + 4.25%4.40%8/30/202614,813 14,773 14,813 
Clearent Newco, LLC^+\ (2) (3) (7) High Tech Industries L + 5.50% 7.44% 3/20/2025 29,738
 29,436
 29,134
Clearent Newco, LLC^(2)(3)(6)High Tech IndustriesL + 6.50%7.50%3/20/20254,079 4,079 3,907 
Datto, Inc.+\ (2) (3) High Tech Industries L + 4.25% 5.95% 4/2/2026 12,438
 12,375
 12,420
Clearent Newco, LLCClearent Newco, LLC^+\(2)(3)High Tech IndustriesL + 5.50%6.50%3/20/202529,486 29,236 28,722 
DecoPac, Inc.+*\ (2) (3) (7) Non-durable Consumer Goods L + 4.25% 6.01% 9/29/2024 12,336
 12,233
 12,292
DecoPac, Inc.^+\(2)(3)(6)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,253 12,318 
Dent Wizard International Corporation+\ (2) (3) Automotive L + 4.00% 5.70% 4/7/2020 36,880
 36,843
 36,717
Diligent CorporationDiligent Corporation^+(2)(3)(6)TelecommunicationsL + 6.25%7.25%8/4/20258,683 8,411 8,819 
DTI Holdco, Inc.+*\ (2) (3) High Tech Industries L + 4.75% 6.68% 9/30/2023 18,885
 18,771
 17,611
DTI Holdco, Inc.^+\(2)(3)High Tech IndustriesL + 4.75%5.75%9/30/202318,690 18,642 16,655 
Eliassen Group, LLC+\ (2) (3) Business Services L + 4.50% 6.20% 11/5/2024 7,581
 7,548
 7,579
Eliassen Group, LLC+\(2)(3)Business ServicesL + 4.25%4.40%11/5/20247,543 7,516 7,483 
EIP Merger Sub, LLC (Evolve IP)^+ (2) (3) (7) Telecommunications L + 5.75% 7.45% 6/7/2023 19,661
 19,605
 19,661
EvolveIP, LLCEvolveIP, LLC^+(2)(3)(6)TelecommunicationsL + 5.75%6.75%6/7/202319,800 19,759 19,775 
Exactech, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 3.75% 5.45% 2/14/2025 21,772
 21,634
 21,751
Exactech, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.75%4.75%2/14/202521,528 21,416 20,422 
Excel Fitness Holdings, Inc.+# (2) (3) Hotel, Gaming & Leisure L + 5.25% 6.95% 10/7/2025 25,000
 24,758
 24,875
Excel Fitness Holdings, Inc.+#(2)(3)Hotel, Gaming & LeisureL + 5.25%6.25%10/7/202524,750 24,546 22,780 
Frontline Technologies Holdings, LLCFrontline Technologies Holdings, LLC+(2)(3)SoftwareL + 5.75%6.75%9/18/202314,886 14,198 14,589 
Golden West Packaging Group LLC+*\ (2) (3) Containers, Packaging & Glass L + 5.75% 7.45% 6/20/2023 29,464
 29,303
 29,072
Golden West Packaging Group LLC+\(2)(3)Containers, Packaging & GlassL + 5.25%6.25%6/20/202329,012 28,896 28,974 
HMT Holding Inc.^+*\ (2) (3) (7) Energy: Oil & Gas L + 5.00% 6.74% 11/17/2023 33,157
 32,678
 32,972
HMT Holding Inc.+\(2)(3)(6)Energy: Oil & GasL + 5.00%6.00%11/17/202332,821 32,458 30,984 
Integrity Marketing Acquisition, LLCIntegrity Marketing Acquisition, LLC^+(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 6.25%7.25%8/27/20257,836 7,701 7,956 
Jensen Hughes, Inc.^+*\ (2) (3) (7) Utilities: Electric L + 4.50% 6.24% 3/22/2024 33,909
 33,757
 33,550
Jensen Hughes, Inc.+\(2)(3)(6)Utilities: ElectricL + 4.50%5.50%3/22/202434,584 34,489 33,424 
KAMC Holdings, Inc.+# (2) (3) Energy: Electricity L + 4.00% 5.91% 8/14/2026 13,965
 13,899
 13,881
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityL + 4.00%4.23%8/14/202613,825 13,768 12,531 
MAG DS Corp.^+\ (2) (3) (7) Aerospace & Defense L + 4.75% 6.46% 6/6/2025 28,471
 28,242
 28,286
Maravai Intermediate Holdings, LLC+\# (2) (3) Healthcare & Pharmaceuticals L + 4.25% 6.00% 8/2/2025 29,625
 29,378
 29,400
KBP Investments, LLCKBP Investments, LLC^+(2)(3)(6)Beverage, Food & TobaccoL + 5.00%6.00%5/15/20239,292 9,059 9,350 
Marco Technologies, LLC^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.25% 6.16% 10/30/2023 7,463
 7,410
 7,463
Marco Technologies, LLC^+\(2)(3)(6)Media: Advertising, Printing & PublishingL + 4.00%5.00%10/30/20237,332 7,293 7,332 
Mold-Rite Plastics, LLCMold-Rite Plastics, LLC+\(2)(3)Chemicals, Plastics & RubberL + 4.25%5.25%12/14/202114,520 14,501 14,520 
Newport Group Holdings II, Inc.Newport Group Holdings II, Inc.+\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.75%9/13/202523,475 23,285 23,405 
Odyssey Logistics & Technology Corp.Odyssey Logistics & Technology Corp.+\#(2)(3)Transportation: CargoL + 4.00%5.00%10/12/202438,897 38,773 37,766 
Output Services GroupOutput Services Group^+\(2)(3)Media: Advertising, Printing & PublishingL + 4.50%5.50%3/27/202419,421 19,382 14,178 
90

Consolidated Schedule of Investments as of December 31, 2019
Consolidated Schedule of Investments as of December 31, 2020Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mold-Rite Plastics, LLC+\ (2) (3) Chemicals, Plastics & Rubber L + 4.25% 5.95% 12/14/2021 $14,557
 $14,519
 $14,524
MSHC, Inc.^+*\ (2) (3) (7) Construction & Building L + 4.25% 5.95% 12/31/2024 38,251
 38,138
 38,166
Newport Group Holdings II, Inc.+\# (2) (3) Banking, Finance, Insurance & Real Estate L + 3.75% 5.65% 9/13/2025 23,715
 23,487
 23,663
Odyssey Logistics & Technology Corp.+*\# (2) (3) Transportation: Cargo L + 4.00% 5.70% 10/12/2024 39,013
 38,859
 38,763
Output Services Group^+\ (2) (3) (7) Media: Advertising, Printing & Publishing L + 4.50% 6.20% 3/27/2024 19,621
 19,570
 19,469
PAI Holdco, Inc.+*\ (2) (3) Automotive L + 4.25% 6.35% 1/5/2025 19,532
 19,458
 19,532
Park Place Technologies, Inc.+\# (2) (3) High Tech Industries L + 4.00% 5.70% 3/28/2025 22,566
 22,489
 22,566
Pasternack Enterprises, Inc.+\ (2) (3) Capital Equipment L + 4.00% 5.70% 7/2/2025 22,755
 22,742
 22,653
Pasternack Enterprises, Inc.+\(2)(3)Capital EquipmentL + 4.00%5.00%7/2/2025$22,524 $22,513 $22,218 
Pathway Vet Alliance LLC+\ (2) (3) (7) Consumer Services L + 4.50% 6.21% 12/20/2024 19,085
 18,708
 19,217
Pharmalogic Holdings Corp.+\ (2) (3) Healthcare & Pharmaceuticals L + 4.00% 5.70% 6/11/2023 11,320
 11,296
 11,302
Pharmalogic Holdings Corp.+\(2)(3)Healthcare & PharmaceuticalsL + 4.00%5.00%6/11/202311,205 11,189 11,158 
Premise Health Holding Corp.^+\# (2) (3) (7) Healthcare & Pharmaceuticals L + 3.50% 5.60% 7/10/2025 13,723
 13,665
 13,501
Premise Health Holding Corp.+\#(2)(3)Healthcare & PharmaceuticalsL + 3.50%3.75%7/10/202513,584 13,538 13,503 
Propel Insurance Agency, LLC^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.25% 6.35% 6/1/2024 22,532
 22,056
 22,395
Propel Insurance Agency, LLC^+\(2)(3)(6)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%6/1/202438,134 37,662 37,716 
Q Holding Company+*\# (2) (3) Automotive L + 5.00% 6.70% 12/31/2023 21,955
 21,777
 21,922
Q Holding Company+\#(2)(3)AutomotiveL + 5.00%6.00%12/31/202321,735 21,604 20,229 
QW Holding Corporation (Quala)^+* (2) (3) (7) Environmental Industries L + 5.75% 7.73% 8/31/2022 11,630
 11,449
 11,531
QW Holding CorporationQW Holding Corporation+(2)(3)(6)Environmental IndustriesL + 6.25%7.25%8/31/202211,566 11,465 10,727 
Radiology Partners, Inc.+\# (2) (3) Healthcare & Pharmaceuticals L + 4.75% 6.66% 7/9/2025 28,719
 28,590
 28,768
Radiology Partners, Inc.+\#(2)(3)Healthcare & PharmaceuticalsL + 4.25%4.81%7/9/202527,686 27,581 27,193 
RevSpring Inc.+*\# (2) (3) Media: Advertising, Printing & Publishing L + 4.00% 5.95% 10/11/2025 24,750
 24,631
 24,608
RevSpring Inc.+\#(2)(3)Media: Advertising, Printing & PublishingL + 4.25%4.40%10/11/202529,449 29,265 29,199 
Situs Group Holdings Corporation^+\ (2) (3) (7) Banking, Finance, Insurance & Real Estate L + 4.75% 6.45% 6/28/2025 13,715
 13,621
 13,697
Situs Group Holdings Corporation+\(2)(3)Banking, Finance, Insurance & Real EstateL + 4.75%5.75%6/28/202514,781 14,689 14,636 
Systems Maintenance Services Holding, Inc.+* (2) (3) High Tech Industries L + 5.00% 6.70% 10/30/2023 23,765
 23,672
 18,180
Surgical Information Systems, LLC+*\ (2) (3) (6) High Tech Industries L + 4.75% 7.47% 4/24/2023 26,168
 26,005
 25,715
T2 Systems, Inc.^+* (2) (3) (7) Transportation: Consumer L + 6.75% 8.85% 9/28/2022 18,045
 17,789
 18,045
T2 Systems, Inc.^+(2)(3)(6)Transportation: ConsumerL + 6.75%7.75%9/28/202229,119 28,743 29,118 
The Original Cakerie, Ltd. (Canada)+* (2) (3) (7) Beverage, Food & Tobacco L + 5.00% 6.84% 7/20/2022 8,928
 8,897
 8,887
The Original Cakerie, Ltd. (Canada)+\(2)(3)(6)Beverage, Food & TobaccoL + 4.50%5.50%7/20/20226,295 6,281 6,289 
The Original Cakerie, Ltd. (Canada)^* (2) (3) (7) Beverage, Food & Tobacco L + 4.50% 6.34% 7/20/2022 6,826
 6,801
 6,790
The Original Cakerie, Ltd. (Canada)+(2)(3)Beverage, Food & TobaccoL + 5.00%6.00%7/20/20228,837 8,815 8,829 
ThoughtWorks, Inc.+*\ (2) (3) Business Services L + 4.00% 5.70% 10/11/2024 11,824
 11,794
 11,824
Thoughtworks, Inc.Thoughtworks, Inc.\#(2)(3)Business ServicesL + 3.75%4.75%10/11/202411,704 11,683 11,704 
U.S. Acute Care Solutions, LLC+*\ (2) (3) Healthcare & Pharmaceuticals L + 5.00% 6.91% 5/15/2021 31,431
 31,331
 29,869
U.S. Acute Care Solutions, LLC+\(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%5/15/202131,211 31,184 29,104 
U.S. TelePacific Holdings Corp.+*\ (2) (3) Telecommunications L + 5.00% 7.10% 5/2/2023 26,660
 26,499
 25,430
U.S. TelePacific Holdings Corp.+\(2)(3)TelecommunicationsL + 5.50%6.50%5/2/202326,660 26,585 23,984 
Valet Waste Holdings, Inc.+\ (2) (3) Construction & Building L + 3.75% 5.70% 9/28/2025 11,850
 11,825
 11,688
VRC Companies, LLCVRC Companies, LLC+(2)(3)(6)Business ServicesL + 6.50%7.50%3/31/202330,582 29,464 30,582 
Water Holdings Acquisition LLCWater Holdings Acquisition LLC^+(2)(3)(6)Utilities: WaterL + 5.25%6.25%12/18/202626,316 25,520 25,516 
Welocalize, Inc.+^ (2) (3) (7) Business Services L + 4.50% 6.21% 12/2/2024 23,038
 22,788
 22,787
Welocalize, Inc.+(2)(3)(6)Business ServicesL + 4.50%5.50%12/23/202322,629 22,414 22,584 
WIRB - Copernicus Group, Inc.+*\ (2) (3) (7) Healthcare & Pharmaceuticals L + 4.25% 5.95% 8/15/2022 20,888
 20,822
 20,887
WRE Holding Corp.^+* (2) (3) (7) Environmental Industries L + 5.00% 6.91% 1/3/2023 7,431
 7,372
 7,304
WRE Holding Corp.^+(2)(3)(6)Environmental IndustriesL + 5.25%6.25%1/3/20238,367 8,336 8,252 
Zywave, Inc.+*\ (2) (3) (7) High Tech Industries L + 5.00% 6.93% 11/17/2022 19,228
 19,107
 19,211
First Lien Debt Total   $1,231,436
 $1,223,215
First Lien Debt Total$1,051,406 $1,029,687 
Second Lien Debt (1.75% of fair value)      
Second Lien Debt (2.3% of fair value)Second Lien Debt (2.3% of fair value)
DBI Holding, LLCDBI Holding, LLC^(2)Transportation: Cargo9.00% PIK9.00%2/1/2026$24,113 $23,768 $24,113 
Second Lien Debt TotalSecond Lien Debt Total$23,768 $24,113 
Equity Investments (0.2%of fair value)Equity Investments (0.2%of fair value)
DBI Holding, LLCDBI Holding, LLC^Transportation: Cargo$2,961 $— $— 
DBI Holding, LLCDBI Holding, LLC^Transportation: Cargo$13,996 $5,364 $2,581 
Equity Investments TotalEquity Investments Total$5,364 $2,581 
Total InvestmentsTotal Investments$1,080,538 $1,056,381 


Consolidated Schedule of Investments as of December 31, 2019
Investments (1)
  Footnotes Industry 
Reference Rate & Spread (2)
 
Interest Rate (2)
 Maturity Date Par/ Principal Amount 
Amortized Cost (5)
 
Fair Value (6)
DBI Holding, LLC^* (2) (3) (8) Transportation: Cargo 8.00% PIK 8.00% 2/1/2026 $21,150
 $20,697
 $21,150
Zywave, Inc.* (2) (3) High Tech Industries L + 9.00% 10.94% 11/17/2023 666
 660
 664
Second Lien Debt Total           $21,357
 $21,814
Equity Investments (0.15% of fair value)              
DBI Holding, LLC^   Transportation: Cargo       $16,957
 $5,364
 $1,810
Equity Investments Total           $5,364
 $1,810
Total Investments              $1,258,157
 $1,246,839

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
+ 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, the 2017-1 Issuer, the 2019-2 Issuer or Credit Fund Warehouse II.
* Denotes that all or a portion of the assets are owned by the 2017-1 Issuer and secure the notes issued in connection with the 2017-1 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with the 2019-2 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into the Credit Fund Warehouse II Facility. The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, the 2017-1 Issuer or the 2019-2 Issuer.
(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2019, the geographical composition of investments as a percentage of fair value was 1.26% in Canada and 98.74% 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, 2019. As of December 31, 2019, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 1.75%, the 90-day LIBOR at 1.91% and the 180-day LIBOR at 1.91%.
(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.
(6)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: Surgical Information Systems, LLC (0.89%). 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.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2020, the geographical composition of investments as a percentage of fair value was 2.8% in Canada and 97.2% 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, 2020. As of
(7)As of December 31, 2019, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
91

First Lien Debt—unfunded delayed draw and revolving term loans commitmentsType Unused Fee Par/ Principal Amount Fair Value
Advanced Instruments, LLCRevolver 0.50% $563
 $(2)
AmeriLife Group, LLCDelayed Draw 0.01
 298
 (1)
Anchor Packaging, Inc.Delayed Draw 0.01
 4,487
 (1)
AQA Acquisition Holding, Inc.Revolver 0.01
 2,459
 (11)
Borchers, Inc.Revolver 0.01
 1,935
 (3)
Clearent Newco, LLCDelayed Draw 0.01
 6,636
 (110)
DecoPac, Inc.Revolver 0.01
 2,143
 (7)
EIP Merger Sub, LLC (Evolve IP)Revolver 0.01
 1,680
 —
EIP Merger Sub, LLC (Evolve IP)Delayed Draw 0.01
 2,240
 —
HMT Holding Inc.Revolver 0.01
 6,173
 (29)
Jensen Hughes, Inc.Revolver 0.01
 1,136
 (11)
Jensen Hughes, Inc.Delayed Draw 0.01
 2,365
 (23)
MAG DS Corp.Revolver 0.01
 2,188
 (13)
Marco Technologies, LLCDelayed Draw 0.01
 7,500
 —
MSHC, Inc.Delayed Draw 0.01
 1,913
 (4)
Output Services GroupDelayed Draw 0.04
 116
 (1)
Pathway Vet Alliance LLCDelayed Draw 0.01
 19,867
 68
Premise Health Holding Corp.Delayed Draw 0.01
 1,103
 (17)
Propel Insurance Agency, LLCRevolver 0.01
 2,381
 (10)
Propel Insurance Agency, LLCDelayed Draw 0.01
 7,143
 (31)
QW Holding Corporation (Quala)Revolver 0.01
 5,498
 (31)
QW Holding Corporation (Quala)Delayed Draw 0.01
 217
 (1)
Situs Group Holdings CorporationDelayed Draw 0.01
 1,216
 (1)
T2 Systems, Inc.Revolver 0.01
 1,369
 —
The Original Cakerie, Ltd. (Canada)Revolver 0.01
 1,199
 (5)
Welocalize, Inc.Revolver 0.01
 2,057
 (21)
WIRB - Copernicus Group, Inc.Revolver 0.01
 1,000
 —
WIRB - Copernicus Group, Inc.Delayed Draw 0.01
 2,592
 —
WRE Holding Corp.Revolver 0.01
 441
 (6)
WRE Holding Corp.Delayed Draw 0.01
 1,981
 (25)
Zywave, Inc.Revolver 0.01
 998
 (1)
Total unfunded commitments    $92,894
 $(297)
December 31, 2020, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
(8)Loan was on non-accrual status as of December 31, 2019.
(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.
(6)As of December 31, 2020, Credit Fund and Credit Fund Sub 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
Analogic CorporationRevolver0.50 %$1,975 $— 
AQA Acquisition Holding, Inc.Revolver0.50 2,459 — 
BK Medical Holding Company, Inc.Revolver0.50 2,609 (176)
Chemical Computing Group ULC (Canada)Revolver0.50 873 — 
Clearent Newco, LLCDelayed Draw1.00 2,549 (66)
DecoPac, Inc.Revolver0.50 2,143 (3)
Diligent CorporationDelayed Draw1.00 2,109 25 
Diligent CorporationRevolver0.50 703 8 
EvolveIP, LLCDelayed Draw1.00 1,904 (2)
EvolveIP, LLCRevolver0.50 1,680 (2)
HMT Holding Inc.Revolver0.50 6,173 (291)
Integrity Marketing Acquistion, LLCDelayed Draw1.00 4,144 41 
Jensen Hughes, Inc.Delayed Draw1.00 1,127 (35)
Jensen Hughes, Inc.Revolver0.50 1,364 (43)
KBP Investments, LLCDelayed Draw1.00 503 1 
KBP Investments, LLCDelayed Draw1.00 10,190 30 
Marco Technologies, LLCDelayed Draw1.00 7,500 — 
Propel Insurance Agency, LLCRevolver0.50 1,905 (19)
Propel Insurance Agency, LLCDelayed Draw1.00 1,733 (17)
QW Holding CorporationRevolver0.50 5,498 (268)
QW Holding CorporationDelayed Draw1.00 161 (8)
T2 Systems, Inc.Revolver0.50 1,955 — 
The Original Cakerie, Ltd. (Canada)Revolver0.50 1,665 (1)
VRC Companies, LLCRevolver0.50 858 — 
Water Holdings Acquisition LLCDelayed Draw1.00 8,421 (168)
Water Holdings Acquisition LLCRevolver0.50 5,263 (105)
Welocalize, Inc.Revolver0.50 2,250 (4)
WRE Holding Corp.Revolver0.50 852 (10)
WRE Holding Corp.Delayed Draw1.00 563 (7)
Total unfunded commitments$81,129 $(1,120)
(7)Loan was on non-accrual status as of December 31, 2020.

Debt
Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as Credit Fund Warehouse) was a party to the Credit Warehouse Facility. As of March 31, 20202021 and December 31, 2019,2020, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in 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 month periods ended 20202021 and 2019,2020, and the outstanding balances under the credit facilities for the respective periods.


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 Credit Fund
Facility		 Credit Fund Sub
Facility		 Credit Fund Warehouse Facility Credit Fund Warehouse II FacilityCredit Fund
Facility		Credit Fund Sub
Facility		Credit Fund Warehouse II Facility
 2020 2019 2020 2019 2020 2019 2020 2019202120202021202020212020
Three Month Periods Ended March 31,             Three Month Periods Ended March 31,
Outstanding balance, beginning of period $93,000
 $112,000
 $343,506
 $471,134
 N/A $101,044
 $97,571
 N/AOutstanding balance, beginning of period$— $93,000 $420,859 $343,506 $93,402 $97,571 
Borrowings 63,500
 30,500
 57,000
 60,020
 N/A 12,873
 19,794
 N/ABorrowings— 63,500 63,000 57,000 — 19,794 
Repayments (156,500) (18,700) (33,500) (20,404) N/A —
 (21,950) N/ARepayments— (156,500)(120,738)(33,500)(10,222)(21,950)
Outstanding balance, end of period $—
 $123,800
 $367,006
 $510,750
 N/A $113,917
 $95,415
 N/AOutstanding balance, end of period$— $— $363,121 $367,006 $83,180 $95,415 
             
Three Month Periods Ended March 31,Three Month Periods Ended March 31,
Outstanding Borrowing, beginning of periodOutstanding Borrowing, beginning of period$— $93,000 $— $343,506 $— $97,571 
BorrowingsBorrowings— 63,500 — 57,000 — 19,794 
RepaymentsRepayments— (156,500)— (33,500)— (21,950)
Outstanding balance, end of periodOutstanding balance, end of period$— $— $— $367,006 $— $95,415 
Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, and March 20, 2020 and February 22, 2021, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is March 22, 2021.May 21, 2022. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
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, October 27, 2017, August 24, 2018, December 12, 2019, and March 11, 2020.2020 and May 3, 2021. 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, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.
Credit Fund Warehouse Facility. On November 26, 2018, Credit Fund Warehouse closed on the Credit Fund Warehouse Facility with lenders. The Credit Fund Warehouse Facility provided for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse Facility was secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse. The maturity date of the Credit Fund Warehouse Facility was November 26, 2019. Amounts borrowed under the Credit Fund Warehouse Facility bore interest at a rate of LIBOR plus 1.05%. Effective May 15, 2019, the Warehouse Facility changed its name from “MMCF Warehouse, LLC” to “MMCF CLO 2019-2, LLC” and secured borrowings outstanding were repaid in connection with the 2019-2 Debt Securitization.
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 provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is 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 is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months, and LIBOR plus 1.50% in the final 12 months.
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
•$231,700 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.17%;
•$48,300 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 1.50%;
•$15,000 of A2/A Class B-1 Notes, which bear interest at the three-month LIBOR plus 2.25%;
•$9,000 of A2/A Class B-2 Notes which bear interest at 4.30%;
•$22,900 of Baa2/BBB Class C Notes which bear interest at the three-month LIBOR plus 3.20%; and
•$25,100 of Ba2/BB Class D Notes which bear interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in


exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests do not bear interest and had a nominal value of $47,900 at closing.
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The 2017-1 Notes were fully redeemed during the year ended December 31, 2020. As of March 31, 2020 and December 31, 2019,the redemption date, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.
2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
•$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;
•$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;
•$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;
•$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and
•$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.
The 2017-1 Notes are scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests do not bear interest and had a nominal value of $48,300 at closing.
As of March 31, 20202021 and December 31, 2019,2020, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.
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 (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 (see below).
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 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.
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Credit Fund II Senior Notes
On November 3, 2020, 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 II Senior Notes Sub Facility is November 3, 2030. Amounts issued for the Class A-1 notes totaled $147,500 and bear interest at a rate of LIBOR plus 2.70%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at LIBOR plus 3.20%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $50,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of March 31, 2021 and December 31, 2020, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
Selected Financial Data
Since inception of Credit Fund II and through March 31, 2021, 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 March 31, 2021 and December 31, 2020.
As of
March 31, 2021December 31, 2020
(unaudited)
ASSETS
Investments, at fair value (amortized cost of $246,772 and $245,312, respectively)$248,375 $246,421 
Cash and cash equivalents3,492 1,385 
Other assets2,238 3,436 
Total assets$254,105 $251,242 
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $857 and $875, respectively$156,643 $156,625 
Other liabilities4,859 2,675 
Total members' equity (1)
92,603 91,942 
Total liabilities and members’ equity$254,105 $251,242 

(1) As of March 31, 2021 and December 31, 2020, the fair value of Company's ownership interest in the members' equity was $77,934 and $77,395, respectively.
For the three month period ended
March 31, 2021
(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income$4,563 
Expenses
Interest and credit facility expenses1,201 
Other expenses191 
Total expenses1,392 
Net investment income (loss)3,171 
Net realized gain (loss) on investments— 
Net change in unrealized appreciation (depreciation) on investments494 
Net increase (decrease) resulting from operations$3,665 

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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 March 31, 2021 and December 31, 2020:
As of
 March 31, 2021December 31, 2020
Senior secured loans (1)
$249,442 $248,172 
Weighted average yields of senior secured loans based on amortized cost (2)
7.26 %7.32 %
Weighted average yields of senior secured loans based on fair value (2)
7.21 %7.29 %
Number of portfolio companies in Credit Fund II42 44 
Average amount per portfolio company (1)
$5,939 $5,640 
Percentage of portfolio at floating interest rates (3) (4)
99.1 %99.1 %
Percentage of portfolio at fixed interest rates (4)
0.9 %0.9 %
Fair value of loans with PIK provisions$8,892 $9 
Percentage of portfolio with PIK provisions (4)
3.6 %3.6 %
(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 March 31, 2021 and December 31, 2020. 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.
(3)Floating rate debt investments are generally subject to interest rate floors.
(4)Percentages based on fair value.

Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.5% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassL + 5.25%6.25%12/19/2025$1,496 $1,478 $1,493 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 5.75%6.75%11/16/20224,411 4,392 4,342 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.75%7.75%12/21/20218,629 8,595 8,371 
AMS Group HoldCo, LLC^(2)(3)Transportation: CargoL + 6.50%7.50%9/29/20238,169 8,091 8,157 
Apptio, Inc.^(2)(3)SoftwareL + 7.25%8.25%1/10/20255,357 5,282 5,397 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareL + 6.00%7.00%12/24/2026$4,389 $4,295 $3,971 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/2024995 985 995 
BMS Holdings III Corp.^(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20263,300 3,233 3,270 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/31/20258,324 8,220 8,396 
Chartis Holding, LLC^(2)(3)Business ServicesL + 5.25%6.25%5/1/20251,492 1,471 1,492 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%6/18/20248,776 8,676 8,776 
Cority Software Inc. (Canada)^(2)(3)SoftwareL + 5.25%6.25%7/2/20268,777 8,639 8,817 
Ensono, LP^(2)(3)TelecommunicationsL + 5.25%5.36%6/27/20256,276 6,232 6,227 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesL + 4.75%4.86%5/15/20268,170 8,108 8,118 
EvolveIP, LLC^(2)(3)TelecommunicationsL + 5.75%6.75%6/7/20238,777 8,763 8,777 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/1/20246,894 6,800 6,902 
Kaseya, Inc.^(2)(3)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/2/20258,892 8,765 8,892 
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Consolidated Schedule of Investments as of March 31, 2021
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mailgun Technologies, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%3/26/20258,457 8,332 8,379 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseL + 5.50%6.50%6/12/20238,800 8,780 8,800 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%9/6/20238,776 8,719 8,810 
Paramit Corporation^(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20251,000 993 994 
PPC Flexible Packaging, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%11/23/20244,389 4,349 4,389 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesL + 6.00%7.00%6/6/20233,291 3,273 3,291 
Reladyne, Inc.^(2)(3)WholesaleL + 5.00%6.00%7/22/20226,484 6,439 6,458 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20258,236 8,117 8,318 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/20268,465 8,325 8,508 
Smile Doctors, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/20226,493 6,491 6,493 
Sovos Brands Intermediate, Inc.^(2)(3)Beverage, Food & TobaccoL + 4.75%4.98%11/20/20257,355 7,311 7,316 
Superior Health Linens, LLC^(2)(3)Business ServicesL + 6.50%7.50%9/30/20217,024 7,010 7,016 
T2 Systems, Inc.^(2)(3)Transportation: ConsumerL + 6.75%7.75%9/28/20228,776 8,702 8,776 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseL + 6.00%7.00%3/18/20261,714 1,685 1,711 
TSB Purchaser, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20248,777 8,649 8,734 
Turbo Buyer, Inc.^(2)(3)AutomotiveL + 5.50%6.50%12/2/20258,153 7,988 8,235 
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesL + 6.00%7.00%4/13/20263,292 3,235 3,249 
VRC Companies, LLC^(2)(3)Business ServicesL + 6.50%7.50%3/31/20234,300 4,264 4,214 
Zemax Software Holdings, LLC^(2)(3)SoftwareL + 5.75%6.75%6/25/20244,388 4,354 4,318 
Zenith Merger Sub, Inc.^(2)(3)Business ServicesL + 5.25%6.25%12/13/20234,389 4,360 4,382 
First Lien Debt Total$223,401 $224,784 
Second Lien Debt (9.5% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseL + 8.25%9.25%1/17/2028$5,514 $5,404 $5,714 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.11%4/2/20274,852 4,773 4,900 
Tank Holding Corp.^(2)(3)Capital EquipmentL + 8.25%8.36%3/26/2027$5,514 $5,439 $5,552 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20265,514 5,431 5,083 
World 50, Inc.^(6)Business Services0.11511.50%1/9/20272,365 2,324 2,342 
Second Lien Debt Total$23,371 $23,591 
Total Investments$246,772 $248,375 
^ 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 March 31, 2021, the geographical composition of investments as a percentage of fair value was 3.5% in Canada, 1.6% in Luxembourg, 2.3% in the United Kingdom and 92.6% 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 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 March 31, 2021. As of March 31, 2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.11%, the 90-day LIBOR at 0.19% and the 180-day LIBOR at 0.21%.
(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.
97

(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 consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
98


Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.1% of fair value)
Airnov, Inc.^(2)(3)Containers, Packaging & GlassL + 5.25%6.25%12/19/2025$1,500 $1,481 $1,501 
Alpine SG, LLC^(2)(3)High Tech IndustriesL + 5.75%6.75%11/16/20224,411 4,390 4,378 
American Physician Partners, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.75%7.75%12/21/20218,725 8,679 8,265 
AMS Group HoldCo, LLC^(2)(3)Transportation: CargoL + 6.50%7.50%9/29/20238,182 8,096 8,079 
Apptio, Inc.^(2)(3)SoftwareL + 7.25%8.25%1/10/20255,357 5,278 5,437 
Aurora Lux FinCo S.Á.R.L. (Luxembourg)^(2)(3)SoftwareL + 5.75%6.75%12/24/20264,400 4,303 4,018 
Avenu Holdings, LLC^(2)(3)Sovereign & Public FinanceL + 5.25%6.25%9/28/2024997 987 997 
BMS Holdings III Corp.^(2)(3)Construction & BuildingL + 5.25%6.25%9/30/20263,308 3,239 3,270 
Captive Resources Midco, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/31/20258,406 8,297 8,463 
Chartis Holding, LLC^(2)(3)Business ServicesL + 5.50%6.50%5/1/20251,496 1,474 1,497 
Comar Holding Company, LLC^(2)(3)Containers, Packaging & GlassL + 5.50%6.50%6/18/20248,799 8,692 8,832 
Cority Software Inc. (Canada)^(2)(3)SoftwareL + 5.25%6.25%7/2/20268,800 8,655 8,862 
Ensono, LP^(2)(3)TelecommunicationsL + 5.25%5.40%6/27/20256,292 6,246 6,245 
Ethos Veterinary Health LLC^(2)(3)Consumer ServicesL + 4.75%4.90%5/15/20268,182 8,117 8,070 
EvolveIP, LLC^(2)(3)TelecommunicationsL + 5.75%6.75%6/7/20238,799 8,784 8,790 
Innovative Business Services, LLC^(2)(3)High Tech IndustriesL + 5.50%6.50%4/5/20232,200 2,162 2,159 
K2 Insurance Services, LLC^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.00%6.00%7/1/20246,927 6,827 6,928 
Kaseya, Inc.^(2)(3)High Tech IndustriesL + 4.00%, 3.00% PIK8.00%5/2/20258,822 8,688 8,856 
Mailgun Technologies, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%3/26/20258,478 8,347 8,330 
National Technical Systems, Inc.^(2)(3)Aerospace & DefenseL + 5.50%6.50%6/12/20238,800 8,778 8,733 
NMI AcquisitionCo, Inc.^(2)(3)High Tech IndustriesL + 5.00%6.00%9/6/20228,799 8,732 8,711 
Paramit Corporation^(2)(3)Capital EquipmentL + 4.50%5.50%5/3/20251,000 992 980 
PPC Flexible Packaging, LLC^(2)(3)Containers, Packaging & GlassL + 6.00%7.00%11/23/20244,400 4,358 4,386 
Redwood Services Group, LLC^(2)(3)High Tech IndustriesL + 6.00%7.00%6/6/20233,300 3,279 3,291 
Reladyne, Inc.^(2)(3)WholesaleL + 5.00%6.00%7/22/20226,484 6,431 6,514 
Riveron Acquisition Holdings, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.75%6.75%5/22/20258,257 8,131 8,312 
RSC Acquisition, Inc.^(2)(3)Banking, Finance, Insurance & Real EstateL + 5.50%6.50%11/1/20268,487 8,341 8,572 
Smile Doctors, LLC^(2)(3)Healthcare & PharmaceuticalsL + 6.00%7.00%10/6/20226,509 6,507 6,379 
Sovos Brands Intermediate, Inc.^(2)(3)Beverage, Food & TobaccoL + 4.75%4.96%11/20/20252,200 2,182 2,181 
Superior Health Linens, LLC^(2)(3)Business ServicesL + 6.50%7.50%9/30/20217,199 7,178 7,162 
T2 Systems, Inc.^(2)(3)Transportation: ConsumerL + 6.75%7.75%9/28/20228,799 8,713 8,799 
TCFI Aevex LLC^(2)(3)Aerospace & DefenseL + 6.00%7.00%3/18/20261,718 1,688 1,712 
TSB Purchaser, Inc.^(2)(3)Media: Advertising, Printing & PublishingL + 6.00%7.00%5/14/20248,799 8,663 8,729 
Turbo Buyer, Inc.^(2)(3)AutomotiveL + 5.25%6.25%12/2/20258,174 8,001 8,249 
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Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
US INFRA SVCS Buyer, LLC^(2)(3)Environmental IndustriesL + 6.00%7.00%4/13/2026$3,300 $3,240 $3,292 
VRC Companies, LLC^(2)(3)Business ServicesL + 6.50%7.50%3/31/20234,311 4,271 4,311 
Zemax Software Holdings, LLC^(2)(3)SoftwareL + 5.75%6.75%6/25/20244,400 4,363 4,294 
Zenith Merger Sub, Inc.^(2)(3)Business ServicesL + 5.25%6.25%12/13/20234,399 4,370 4,367 
First Lien Debt Total$220,960 $221,951 
Second Lien Debt (9.9% of fair value)
AI Convoy S.A.R.L (United Kingdom)^(2)(3)Aerospace & DefenseL + 8.25%9.25%1/17/2028$5,514 $5,401 $5,676 
AQA Acquisition Holding, Inc.^(2)(3)High Tech IndustriesL + 8.00%9.00%5/24/20241,000 993 1,000 
Quartz Holding Company^(2)(3)SoftwareL + 8.00%8.15%4/2/20274,852 4,771 4,815 
Tank Holding Corp.^(2)(3)Capital EquipmentL + 8.25%8.40%3/26/20275,514 5,436 5,394 
Ultimate Baked Goods MIDCO, LLC^(2)(3)Beverage, Food & TobaccoL + 8.00%9.00%8/9/20265,514 5,428 5,257 
World 50, Inc.(6)Business Services11.50%11.50%1/9/20272,365 2,323 2,328 
Second Lien Debt Total$24,352 $24,470 
Total Investments$245,312 $246,421 
^ 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 December 31, 2020, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% 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, 2020. As of December 31, 2020, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
(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 consolidated financial statements.
(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
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 and for other general corporate purposes.
We expect that the market and business disruption created by the COVID-19 pandemic will impact certain aspects of our liquidity, and we are therefore continuously and critically monitoring our operating results, liquidity and anticipated capital requirements. For example, we saw an unprecedented level of calls for revolver fundings and a slowing in our expected repayments in March. High market spreads and other economic volatility resulted in significant depreciation in the valuations of our investments, which may adversely impact collateral eligibility, which would reduce the availability under the Facilities. However, our capacity under the Facilities as of March 31, 2020 is well in excess of our unfunded commitments. 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. In addition, on May 5, 2020, we sold 2,000,000 newly issued shares of cumulative convertible preferred stock in a private placement for total proceeds to
On March 21, 2014, the Company of $50.0 million (see "Other" in Part II, Item 5 of this Form 10-Q). See "Risk Factors" in Part II, Item 1A of this Form 10-Q for a discussion of certain risks we face as a result of the COVID-19 pandemic.
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, May 26, 2017 and August 9, 2018. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000 (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. On December 31, 2019, the Company irrevocably reduced its commitments under the SPV Credit Facility to $275,000. 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.


We closed on the Credit Facility, on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, and June 14, 2019.2019 and October 28, 2020. The maximum principal amount of the Credit Facility is $688,000, 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 $900,000 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
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financing. The Credit Facility includes a $50,000 limit for swingline loans and a $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.
Although we believe that we and the SPV will remain in compliance, there are no assurances that we or the SPV will continue to comply with the covenants in the Credit Facility and SPV Credit Facility, as applicable.Facility. Failure to comply with these covenants could result in a default under 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 result in the immediate acceleration of the amounts due under 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. 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.
For more information on the SPV Credit Facility and the Credit Facility, see Note 67 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the "2019 Notes"). 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", together with the 2019 Notes, the "Senior Notes"). The 2020 Notes bear interest at an interest rate of 4.500%. The interest rates of the Senior Notes are 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 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.
On June 26, 2015, we completed 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 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of us. 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. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:
(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;
(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;
(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;
(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;
(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;
(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and
(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively. In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer.
In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer. The Class A-1-1-R, Class A-1-2-R, Class A-1-3-R, Class A-2-R, Class B and Class C Notes are included in the 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 2015-1R Notes, see Note 78 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
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As of March 31, 20202021 and December 31, 2019,2020, we had $65,525$35,493 and $36,751,$68,419, respectively, in cash and cash equivalents. The Facilities consisted of the following as of March 31, 20202021 and December 31, 2019:2020:
 March 31, 2021
 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Credit Facility$688,000 $309,397 $378,603 $358,091 
Total$688,000 $309,397 $378,603 $358,091 
December 31, 2020
March 31, 2020 Total FacilityBorrowings Outstanding
Unused 
Portion (1)
Amount Available (2)
Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$275,000
 $201,026
 $73,974
 $4,497
Credit Facility688,000
 500,583
 187,417
 122,832
Credit Facility688,000 347,949 340,051 207,365 
Total$963,000
 $701,609
 $261,391
 $127,329
Total$688,000 $347,949 $340,051 $207,365 
(1)The unused portion is the amount upon which commitment fees are based.
 December 31, 2019
 Total Facility Borrowings Outstanding 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility$275,000
 $232,469
 $42,531
 $4,225
Credit Facility688,000
 384,074
 303,926
 264,198
Total$963,000
 $616,543
 $346,457
 $268,423
(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
(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 2015-1R Notes as of March 31, 20202021 and December 31, 2019:2020:
 March 31, 2021December 31, 2020
Carrying ValueFair ValueCarrying ValueFair Value
Aaa/AAA Class A-1-1-R Notes$234,800 $234,283 $234,800 $230,996 
Aaa/AAA Class A-1-2-R Notes50,000 50,000 50,000 49,645 
Aaa/AAA Class A-1-3-R Notes25,000 25,016 25,000 25,017 
AA Class A-2-R Notes66,000 66,000 66,000 64,895 
A Class B Notes46,400 46,400 46,400 45,291 
BBB- Class C Notes27,000 26,411 27,000 24,592 
Total$449,200 $448,110 $449,200 $440,436 
 March 31, 2020 December 31, 2019
 Carrying Value Fair Value Carrying Value Fair Value
Aaa/AAA Class A-1-1-R Notes$234,800
 $212,996
 $234,800
 $233,053
Aaa/AAA Class A-1-2-R Notes50,000
 45,773
 50,000
 49,908
Aaa/AAA Class A-1-3-R Notes25,000
 24,045
 25,000
 25,163
AA Class A-2-R Notes66,000
 66,000
 66,000
 66,000
A Class B Notes46,400
 37,370
 46,400
 46,400
BBB- Class C Notes27,000
 27,000
 27,000
 27,000
Total$449,200
 $413,184
 $449,200
 $447,524

As of March 31, 20202021 and December 31, 2019,2020, we had a combined $1,265,809$948,597 and $1,180,743,$987,149, respectively, of outstanding consolidated indebtedness under our Facilities,the Credit Facility, the 2015-1R Notes and the Senior Notes. Our annualized interest cost as of March 31, 20202021 and December 31, 2019,2020, was 3.52%2.83% and 4.01%2.89%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). For the three month periodsmonths ended March 31, 20202021 and 2019,2020, we incurred $12,179$6,975 and $11,991,$12,179, respectively, of interest expense and $590$519 and $568,$590, respectively, of unused commitment fees.
Equity Activity
SharesCommon shares issued and outstanding as of March 31, 20202021 and December 31, 20192020 were 56,308,61654,809,262 and 57,763,811,55,320,309, respectively.
The following table summarizes activity in the number of shares of our common stock outstanding during the three month periods ended March 31, 20202021 and 2019:2020:
 For the three month periods ended
 March 31, 2020 March 31, 2019
Shares outstanding, beginning of period57,763,811
 62,230,251
Repurchase of common stock (1)
(1,455,195) (958,182)
Shares outstanding, end of period56,308,616
 61,272,069
 For the three month periods ended
 March 31, 2021March 31, 2020
Common shares outstanding, beginning of period55,320,309 57,763,811 
Repurchase of common stock (1)
(511,047)(1,455,195)
Common shares outstanding, end of period54,809,262 56,308,616 
(1) In order to preserve capital, we have temporarily suspended the Company Stock Repurchase Program. See Note 910 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional information regarding the Company Stock Repurchase Program.
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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 March 31, 2021 and December 31, 2020.
Contractual Obligations
A summary of our significant contractual payment obligations was as follows as of March 31, 20202021 and December 31, 2019:2020:
 As of As of
Payment Due by Period March 31, 2020 December 31, 2019Payment Due by PeriodMarch 31, 2021December 31, 2020
Less than 1 Year $—
 $—
Less than 1 Year$— $— 
1-3 Years —
 —
1-3 Years (1)
1-3 Years (1)
— — 
3-5 Years (1)
 816,609
 731,543
3-5 Years (1)
499,397 537,949 
More than 5 Years (2)
 449,200
 449,200
More than 5 Years (2)
449,200 449,200 
Total $1,265,809
 $1,180,743
Total$948,597 $987,149 
(1) Includes amounts outstanding under the FacilitiesCredit Facility and Senior Notes.
(2) Includes amounts outstanding under the 2015-1R Notes.
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 March 31, 20202021 and December 31, 20192020 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:
Principal Amount as of Principal Amount as of
March 31, 2020 December 31, 2019 March 31, 2021December 31, 2020
Unfunded delayed draw commitments$65,237
 $75,874
Unfunded delayed draw commitments$75,856 $73,292 
Unfunded revolving term loan commitments38,751
 74,016
Unfunded revolving commitmentsUnfunded revolving commitments73,296 76,216 
Total unfunded commitments$103,988
 $149,890
Total unfunded commitments$149,152 $149,508 
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 March 31, 20202021 and December 31, 2019,2020, we were in compliance with this undertaking.
DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERS
Prior to July 5, 2017, we had an “opt in” dividend reinvestment plan.plan in respect of our common stock. Effective on July 5, 2017, we converted our “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our common stockholders, other than those common stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution on our common stock, our common 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 common stockholder may elect to have such common stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered common stockholder that does not so elect, distributions on such common stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional common shares. The number of common shares to be issued to the common stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable
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withholding taxes. We intend to use primarily newly issued common 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 the Company's dividends declared per share of common stock during the two most recent fiscal years and the current fiscal year to date:
Date DeclaredRecord DatePayment DatePer Share Amount
2019
February 22, 2019March 29, 2019April 17, 2019$0.37 
May 6, 2019June 28, 2019July 17, 20190.37 
June 17, 2019June 28, 2019July 17, 20190.08 (1)
August 5, 2019September 30, 2019October 17, 20190.37 
November 4, 2019December 31, 2019January 17, 20200.37 
December 12, 2019December 31, 2019January 17, 20200.18 (1)
Total$1.74 
2020
February 24, 2020March 31, 2020April 17, 2020$0.37 
May 4, 2020June 30, 2020July 17, 20200.37 
August 3, 2020September 30, 2020October 16, 20200.32 (2)
August 3, 2020September 30, 2020October 16, 20200.05 (1)
November 2, 2020December 31, 2020January 15, 20210.32 (2)
November 2, 2020December 31, 2020January 15, 20210.04 (1)
Total$1.47 
2021
February 22, 2021March 31, 2021April 16, 2021$0.32 (2)
February 22, 2021March 31, 2021April 16, 20210.05 (1)
Total$0.37 
(1)Represents a special/supplemental dividend.
(2)The Company updated its dividend policy such that the regular dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend.

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Date Declared Record Date Payment Date Per Share Amount 
2018       
February 26, 2018 March 29, 2018 April 17, 2018 $0.37
 
May 2, 2018 June 29, 2018 July 17, 2018 0.37
 
August 6, 2018 September 28, 2018 October 17, 2018 0.37
 
November 5, 2018 December 28, 2018 January 17, 2019 0.37
 
December 12, 2018 December 28, 2018 January 17, 2019 0.20
(1) 
Total     $1.68
 
2019       
February 22, 2019 March 29, 2019 April 17, 2019 $0.37
 
May 6, 2019 June 28, 2019 July 17, 2019 0.37
 
June 17, 2019 June 28, 2019 July 17, 2019 0.08
(1) 
August 5, 2019 September 30, 2019 October 17, 2019 0.37
 
November 4, 2019 December 31, 2019 January 17, 2020 0.37
 
December 12, 2019 December 31, 2019 January 17, 2020 0.18
(1) 
Total     $1.74
 
2020       
February 24, 2020 March 31, 2020 April 17, 2020 $0.37
 
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 Preferred 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 following table summarizes the Company's dividends declared per share of preferred stock during the prior year and current fiscal year to date. Unless otherwise noted, dividends declared were paid in cash.
(1)Date DeclaredRepresents a special dividend.Record DatePayment DatePer Share Amount
2020
June 30, 2020June 30, 2020September 30, 2020$0.277 
September 30, 2020September 30, 2020September 30, 20200.423 
December 31, 2020December 31, 2020December 31, 20200.438 
Total$1.138 
2021
March 31, 2021March 31, 2021March 31, 2021$0.438 
Total$0.438 
ASSET 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 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 March 23, 2018, BDCs were required to maintain a minimum asset coverage ratio of 200%. On March 23, 2018, an amendment to Section 61(a) of the 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, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of June 7, 2018.
On April 8, 2020, the SEC issued an order (Release No. 33837) providing temporary, conditional exemptive relief from certain Investment Company Act provisions for BDCs, including relief permitting BDCs to issue additional senior securities to meet liquidity needs subject to compliance with a reduced asset coverage ratio. The relief is subject to investor protection conditions, including specific requirements for obtaining an independent evaluation of the terms of the senior securities, limits on new investments and approval by a majority of a BDC’s independent board members as well as public disclosure in the case of the issuance of senior securities pursuant to the reduced asset coverage ratio.These exemptions are in effect through the earlier of December 31, 2020 or the date by which a BDC ceases to rely on the order. The Company does not currently anticipate utilizing this relief.



As of March 31, 20202021 and December 31, 2019,2020, the Company had total senior securities of $1,265,809$998,597 and $1,180,743,$1,037,149, respectively, consisting of secured borrowings under the FacilitiesCredit Facility, the Senior Notes, the 2015-1R Notes, and the Notes Payable,Preferred Stock, and had asset coverage ratios of 163.08%186.17% and 181.01%182.09%, respectively.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of 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 report on Form 10-K for the year ended December 31, 2019.2020.
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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 U.S. 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.
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 March 31, 20202021 and December 31, 2019.2020.
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U.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.
For further information on the fair value hierarchies, our framework for determining fair value and the composition of our portfolio, see Note 3 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Use of Estimates
The preparation of consolidated financial statements in Part I, Item 1 of this Form 10-Q in conformity with U.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 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 has 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.
Dividend Income
Dividend income from the investment fund, Credit 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, unused, 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
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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 determine not to 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 SPVsSPV 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.

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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 generally do not have a readily available market price, and we value these investments 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. In 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 March 31, 2020,2021, on a fair value basis, approximately 0.8%0.9% of our debt investments bear interest at a fixed rate and approximately 99.2%99.1% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Additionally, our Facilities areCredit Facility is also subject to floating interest rates and areis currently paid based on floating LIBOR 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. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio, excluding our investmentinvestments in Credit Fund and Credit Fund II, held as of March 31, 20202021 and December 31, 2019,2020, 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 notes payable as of March 31, 20202021 and December 31, 20192020 and based on the terms of our FacilitiesCredit Facility and notes payable. Interest expense on our FacilitiesCredit Facility and notes payable is calculated using the stated interest rate as of March 31, 20202021 and December 31, 2019,2020, 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 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 March 31, 20202021 and December 31, 2019,2020, 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 our investmentinvestments in Credit Fund and Credit Fund II, and outstanding secured borrowings and notes payable assuming no changes in our investment and borrowing structure:
 March 31, 2021December 31, 2020
Basis Point ChangeInterest IncomeInterest ExpenseNet Investment IncomeInterest IncomeInterest ExpenseNet Investment Income
Up 300 basis points$34,724 $(22,008)$12,716 $35,024 $(23,164)$11,860 
Up 200 basis points$19,699 $(14,672)$5,027 $20,031 $(15,443)$4,588 
Up 100 basis points$4,684 $(7,336)$(2,652)$5,040 $(7,721)$(2,681)
Down 100 basis points$(194)$1,402 $1,208 $(260)$1,570 $1,310 
Down 200 basis points$(194)$1,402 $1,208 $(260)$1,570 $1,310 
Down 300 basis points$(194)$1,402 $1,208 $(260)$1,570 $1,310 
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 March 31, 2020 December 31, 2019
Basis Point ChangeInterest Income Interest Expense Net Investment Income Interest Income Interest Expense Net Investment Income
Up 300 basis points$57,263
 $(33,774) $23,489
 $57,441
 $(31,167) $26,274
Up 200 basis points$38,175
 $(22,516) $15,659
 $38,294
 $(20,778) $17,516
Up 100 basis points$19,088
 $(11,258) $7,830
 $19,147
 $(10,389) $8,758
Down 100 basis points$(7,697) $11,258
 $3,561
 $(16,433) $10,389
 $(6,044)
Down 200 basis points$(7,926) $14,817
 $6,891
 $(18,678) $20,225
 $1,547
Down 300 basis points$(7,926) $14,817
 $6,891
 $(19,053) $20,823
 $1,770

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 (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”)). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer 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 period ended March 31, 20202021 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 1112 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors.
In addition to the other information set forth within this Form 10-Q, consideration should be given to the information disclosed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019 and the following risk factors we have added regarding the impacts of the COVID-19 pandemic, which reemphasizes and in some cases updates certain risk factors we have previously disclosed and provides specific context under the current environment.2020.
The COVID-19 pandemic could materially and adversely affect our portfolio companies and the results of our operations.
In late 2019 and early 2020, SARS-CoV-2 and COVID-19 emerged in China and spread rapidly across the world, including the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on our portfolio companies and us and on the markets and the economy in general, and that impact could be material.
Further, from an operational perspective, our Investment Adviser’s investment professionals are currently working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. In addition, we are highly dependent on third party service providers for certain communication and information systems. As a result, we rely upon the successful implementation and execution of the business continuity planning of such providers in the current environment. If one or more of these third parties to whom we outsource certain critical business activities experience operational failures as a result of the impacts from the spread of COVID-19, or claim that they cannot perform due to a force majeure, it may have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets have experienced extreme volatility and disruption following the spread of COVID-19 in the United States. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, and limit our ability to grow and could have a material negative impact on our operating results and the fair values of our debt and equity investments.
Our shares of common stock have traded at a discount from NAV and may do so again, which could limit our ability to raise additional equity capital.
We cannot assure you that a trading market for our common stock can be sustained. In addition, we cannot predict the prices at which our common stock will trade. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from NAV and our common stock may also be discounted in the market. This characteristic of closed-end


investment companies is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our common stock will trade at, above or below NAV. The risk of loss associated with this characteristic of closed-end management investment companies may be greater for investors expecting to sell shares of common stock purchased in the offering soon after the offering. Recently, as a result of the COVID-19 pandemic, the stocks of BDCs as an industry, including shares of our common stock, have traded below or significantly below NAV and during much of 2009 the industry traded at or near historic lows as a result of concerns over liquidity, leverage restrictions and distribution requirements.
In addition, when our common stock is trading below its NAV, we will generally not be able to sell additional shares of our common stock to the public at its market price without, among other things, first obtaining the requisite approval of our stockholders or as otherwise permitted by the Investment Company Act.
If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that our stockholders may not receive distributions or that our distributions may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this prospectus or incorporated herein by reference, including the COVID-19 pandemic described above. For example, if the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories in the jurisdictions, including the United States, affected by the COVID-19 pandemic were to continue for an extended period of time it could result in reduced cash flows to us from our existing portfolio companies, which could reduce cash available for distribution to our stockholders. If we declare a dividend and if enough stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. The Facilities may also limit our ability to declare dividends if we default under certain provisions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution. The above referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our debt, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.
The distributions we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes that would reduce a stockholder’s adjusted tax basis in its shares of our common stock or preferred stock and correspondingly increase such stockholder’s gain, or reduce such stockholder’s loss, on disposition of such shares. Distributions in excess of a stockholder’s adjusted tax basis in its shares of our common stock or preferred stock will constitute capital gains to such stockholder.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
WeExcept as previously reported, 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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information regarding purchases of our common stock made by or on behalf of the Company or any “affiliated purchaser”"affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended March 31, 20202021 for the 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
January 1, 2020 through January 31, 2020 582,188
 $13.74
 582,188
 $22,406
February 1, 2020 through February 29, 2020 40,861
 12.24
 40,861
 21,906
March 1, 2020 through March 31, 2020 832,146
 9.02
 832,146
 14,403
Total 1,455,195
   1,455,195
  
(1)On trade date basis.

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
January 1, 2021 through January 31, 2021190,888 $10.92 190,888 $51,067 
February 1, 2021 through February 28, 202188,970 11.61 88,970 50,034 
March 1, 2021 through March 31, 2021182,962 13.40 182,962 47,582 
Total462,820 462,820 

(1)On trade date basis.
(2)Shares purchased by the Company pursuant to the Company Stock Repurchase Program, which was entered into on November 5, 2018. Pursuant to the program, the Company is authorized to repurchase up to $100 million in the aggregate of its outstanding common stock in the open market 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 the 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 was expected to be in effect until the earlier of November 5, 2019 and the date the approved dollar amount has been used to repurchase shares. On November 4, 2019, the Company's Board of Directors approved the continuation of the Company Stock Repurchase Program until November 5, 2020, or until the date the approved dollar amount has been used to repurchase shares. 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. This Program, which is temporarily suspended, may be resumed, extended, modified or discontinued by the Company at any time, subject to applicable law.
(2)On November 2, 2020, the Company's Board of Directors approved the continuation of the Company's Stock Repurchase Program until November 5, 2021, or until the date the approved dollar amount has been used to repurchase shares, as well as the expansion of the repurchase authorization from $100 million to $150 million in the aggregate of the Company's outstanding stock. Pursuant to the program, the Company is authorized to repurchase up to $150 million in the aggregate of its outstanding common stock in the open market 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 the 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 "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 certain circumstances. The amount of purchases made under the Company 10b5-1 Plan or otherwise 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. 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.
Item 3. Defaults Upon Senior Securities.
Not applicable.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Sale of Series A Convertible Preferred StockNone.

On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01, to an affiliate of Carlyle in a private placement at a price of $25 per share (the “Preferred Stock”). The Company intends to use the total proceeds to the Company of $50.0 million from the offering to repay certain indebtedness under the Facilities and for general corporate purposes. In connection with this transaction, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of the State of Maryland.The Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and distribution of assets upon liquidation. 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 date of distribution.Dividends will be 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 the Company’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.
After November 5, 2020, the Preferred Stock will be 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 set forth in the Articles Supplementary. At any time after May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, will have 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 will have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption.At any time after May 5, 2027, the holders of the Preferred Stock will 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 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 Article Supplementary).
    Each holder of Preferred Stock is entitled to one vote on each matter submitted to a vote of stockholders of the Company. In addition, for so long as the Company is subject to the Investment Company Act, the holders of Preferred Stock, voting separately as a single class, have the right to elect two members of the Board of Directors at all times, and the balance of the directors will be elected by the holders of the common stock and the Preferred Stock voting together. The Company will designate Linda Pace and Mark Jenkins for election by the holders of the Preferred Stock As required by the Investment Company Act, the Preferred Stock has certain additional voting rights, as set forth in the Articles Supplementary.
Concurrent with the sale of the Preferred Stock to an affiliate of Carlyle, the affiliate and the Company entered into an agreement (the “Registration Rights Agreement”) providing the affiliate with the right to require the Company to register with the SEC the resale of Common Stock issuable upon conversion of the Preferred Stock. The Registration Rights Agreement is subject to customary representations, warranties, conditions and limitations on the resale of such Common Stock.
The above summary of the material terms of the Articles Supplementary and the Registration Rights Agreement is qualified by reference to the Articles Supplementary and the Registration Rights Agreement, which are filed as Exhibits 3.1 and 4.1 hereto, respectively, and are incorporated herein by reference.
Item 6. Exhibits.
10.1
3.1
4.1
Registration RightsThird Amended and Restated Limited Liability Company Agreement, dated as of May 5, 2020, by andFebruary 22, 2021, between TCG BDC, Inc. and Carlyle Investment Management L.L.C.*Credit Partners USA LLC, as members*
31.1  
31.2  
32.1  
32.2  
* Filed herewith

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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, INC.
Dated: May 5, 20204, 2021By  /s/ Thomas M. Hennigan
  
Thomas M. Hennigan

Chief Financial Officer

(principal financial officer)

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