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CGBD TCG BDC

Filed: 4 May 21, 4:14pm

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, 2021
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)
One Vanderbilt Avenue, Suite 3400, New York, NY 10017(212) 813-4900
(Address of principal executive office) (Zip Code)(Registrant’s telephone number, including area code)
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 3, 2021 was 54,649,010.



TCG BDC, INC.
INDEX
 
2




TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
March 31, 2021December 31, 2020
ASSETS(unaudited) 
Investments, at fair value
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)27,650 26,180 
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)1,841,634 1,825,749 
Cash and cash equivalents35,493 68,419 
Receivable for investment sold/repaid1,192 4,313 
Deferred financing costs3,502 3,633 
Interest receivable from non-controlled/non-affiliated investments12,948 12,634 
Interest receivable from non-controlled/affiliated investments580 569 
Interest and dividend receivable from controlled/affiliated investments7,925 6,480 
Prepaid expenses and other assets813 816 
Total assets$1,904,087 $1,922,613 
LIABILITIES
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)446,598 446,536 
Senior Notes, net of unamortized debt issuance costs of $520 and $562, respectively (Note 8)189,480 189,438 
Payable for investments purchased12,818 809 
Interest and credit facility fees payable (Notes 7 and 8)2,427 2,439 
Dividend payable (Note 10)20,280 19,892 
Base management and incentive fees payable (Note 4)11,047 11,549 
Administrative service fees payable (Note 4)202 85 
Other accrued expenses and liabilities1,318 2,553 
Total liabilities993,567 1,021,250 
Commitments and contingencies (Notes 9 and 12)
EQUITY
NET ASSETS
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, 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, respectively548 553 
Paid-in capital in excess of par value1,075,871 1,081,436 
Offering costs(1,633)(1,633)
Total distributable earnings (loss)(214,266)(228,993)
Total net assets$910,520 $901,363 
NET 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
 March 31, 2021March 31, 2020
Investment income:
From non-controlled/non-affiliated investments:
Interest income$31,756 $41,465 
Other income1,467 2,344 
Total investment income from non-controlled/non-affiliated investments33,223 43,809 
From non-controlled/affiliated investments:
Interest income38 — 
Other income— 
Total investment income from non-controlled/affiliated investments41 — 
From controlled/affiliated investments:
Interest income56 3,236 
Dividend income7,528 3,500 
Total investment income from controlled/affiliated investments7,584 6,736 
Total investment income40,848 50,545 
Expenses:
Base management fees (Note 4)6,800 7,386 
Incentive fees (Note 4)4,257 5,086 
Professional fees691 667 
Administrative service fees (Note 4)282 106 
Interest expense (Notes 7 and 8)6,975 12,179 
Credit facility fees (Note 7)519 590 
Directors’ fees and expenses116 96 
Other general and administrative405 411 
Total expenses20,045 26,521 
Net investment income (loss) before taxes20,803 24,024 
Excise tax expense124 52 
Net investment income (loss)20,679 23,972 
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments1,672 (1,697)
Non-controlled/affiliated investments— 
Currency gains (losses) on non-investment assets and liabilities(82)(150)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments17,916 (117,042)
Non-controlled/affiliated investments646 — 
Controlled/affiliated investments(4,703)(28,521)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities(225)2,338 
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities15,225 (145,072)
Net increase (decrease) in net assets resulting from operations35,904 (121,100)
Preferred stock dividend875 — 
Net 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$0.65 $(2.12)
Diluted$0.60 $(2.12)
Weighted-average shares of common stock outstanding (Note 10)
Basic55,039,010 57,112,193 
Diluted60,306,312 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 

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 assets(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 

The accompanying notes are an integral part of these consolidated financial statements.
6

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2021
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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%9/15/20199/15/20264,598 4,866 5,325 0.57 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco11.00% PIK11.00%10/22/20209/15/2026679 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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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 & Tobacco10/22/2020424 421 0.05 
Unifrutti Financing PLC (Cyprus)^(6)Beverage, Food & Tobacco10/22/2020133 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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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/affiliatedFootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition DateMaturity DatePar Amount/ LLC Interest **Cost
Fair
Value (5)
% of Net Assets
Investment Funds (15.2% of fair value)
Middle 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 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 FundsL + 9.00%9.19%6/30/20165/21/2022— — — 
Investment Fund Total$294,097 $280,629 30.82 %
Total investments—controlled/affiliated$311,202 $285,584 31.37 %
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 7, Borrowings). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) 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, 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, 2021
(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, 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, 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$— $— $— $— $— $— $— 
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 Interest77,395 — — — 539 77,934 2,524 
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)$$646 $25,473 $— 
Direct Travel, Inc.1,231 946 — — — 2,177 38 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$26,180 $946 $(123)$$646 $27,650 $38 





15

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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 $
Advanced Web Technologies Holding CompanyRevolver0.50755 
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 
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 
Individual FoodService Holdings, LLCRevolver0.50607 (8)
Individual FoodService Holdings, LLCDelayed Draw1.00584 (7)
Individual FoodService Holdings, LLCDelayed Draw1.00149 (2)
16

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(dollar amounts in thousands)
(unaudited)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
K2 Insurance Services, LLCRevolver0.502,290 
K2 Insurance Services, LLCDelayed Draw1.001,571 
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 
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 
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)
17

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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, 2021 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 %

The industry composition of investments at fair value as of March 31, 2021 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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of March 31, 2021
(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, 2021 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 %


The accompanying notes are an integral part of these consolidated financial statements.
19

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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%9/15/20199/15/20264,575 4,832 5,464 0.61 
Unifrutti Financing PLC (Cyprus)^(7)Beverage, Food & Tobacco11.00% PIK11.00%10/22/20209/15/2026647 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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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/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 (0.4% 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 $1,214 0.13 %
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 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$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)Telecommunications4/12/2019$2,815 $— — %
Equity Investments Total$2,815 $— — %
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 %

^ 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 7, Borrowings). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) 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, 2020, the Company does not “control” any of these portfolio companies.
26

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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, 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, 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%.
(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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(dollar amounts in thousands)
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)$$(11,633)$24,949 $— 
Direct Travel, Inc.— 1,231 — — — 1,231 18 
Direct Travel, Inc. (Equity)— — — — — — — 
Total investments—non-controlled/affiliated$36.757 $1,231 $(176)$$(11,633)$26,180 $18 

(13)As of December 31, 2020, 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 
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 
Chartis Holding, LLCRevolver0.502,401 
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 
Diligent CorporationRevolver0.5047 
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 Draw4,672 (93)
Hercules Borrower LLCRevolver0.502,160 (54)
28

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(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 
Kaseya, Inc.Revolver0.50787 
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 Draw2,931 (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 
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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliatedTypeUnused FeePar/ Principal AmountFair Value
VRC Companies, LLCRevolver0.501,646 — 
Westfall Technik, Inc.Revolver0.50431 (30)
YLG Holdings, Inc.Delayed Draw1.00596 (9)
Zemax Software Holdings, LLCRevolver0.50642 (15)
Zenith Merger Sub, Inc.Revolver0.501,590 (12)
Zenith Merger Sub, Inc.Delayed Draw1.002,573 (19)
Total unfunded commitments$149,508 $(2,210)


As of December 31, 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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(dollar amounts in thousands)
The rate type of debt investments at fair value as of December 31, 2020 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 %

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

TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020
(dollar amounts in thousands)
The geographical composition of investments at fair value as of December 31, 2020 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 %


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

32



TCG BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of March 31, 2021
(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. This core strategy is supplemented with complementary specialty lending 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. Prior to the termination of its senior secured credit facility, the SPV invested 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 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 8, 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 $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, 2020. The results of operations for the three month period ended March 31, 2021 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, 2021 and December 31, 2020, the fair value of the loans in the portfolio with PIK provisions was $219,536 and $240,861, respectively, which represents approximately 11.9% and 13.2% of total investments at fair value, respectively. For the three months ended March 31, 2021 and 2020, the Company earned $2,125 and $643 in PIK income, respectively. PIK income is included in interest income in the accompanying Consolidated Statements of Operations.
Dividend Income
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Dividend income from the investment funds, 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 funds 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. For the three months ended March 31, 2021 and 2020, the Company earned $1,470 and $2,344 in other income, 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, 2021 and December 31, 2020, the fair value of the loans in the portfolio on non-accrual status was $60,376 and $58,136, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of March 31, 2021 and December 31, 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.
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 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 months ended March 31, 2021 and 2020, the Company incurred $124 and $52 in excise tax 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
In May 2020, the SEC adopted rule amendments that will impact the requirement of 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 new definition modifies the investment test and income test, and eliminates the asset test, and is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The rule amendments are effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The Company adopted the rule amendments for the quarter 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, 2021 and December 31, 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, 2021 and 2020, there were no transfers between levels.
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The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of March 31, 2021 and December 31, 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.
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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, 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, 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


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, 2021 and December 31, 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 
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 Fair Value as of December 31, 2020Valuation TechniquesSignificant Unobservable InputsRange 
 LowHighWeighted Average
Investments in First Lien Debt$879,159 Discounted Cash FlowDiscount Rate3.96 %16.60 %8.80 %
287,191 Consensus PricingIndicative Quotes89.11 100.00 97.70 
57,713 Income ApproachDiscount Rate12.80 %14.70 %13.50 %
Market ApproachComparable Multiple3.17x6.99x6.43x
Total First Lien Debt1,224,063 
Investments in Second Lien Debt238,785 Discounted Cash FlowDiscount Rate7.14 %15.27 %9.67 %
45,738 Consensus PricingIndicative Quotes82.88 100.00 87.75 
Total Second Lien Debt284,523 
Investments in Equity33,877 Income ApproachDiscount Rate7.22 %12.80 %8.84 %
Market ApproachComparable Multiple6.99x16.43x10.50x
Total Equity Investments33,877 
Investment in Investment Fund
Mezzanine Loan— Collateral AnalysisRecovery Rate100.00 %100.00 %100.00 %
Subordinated Loan and Member's Interest205,891 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 Fund205,891 
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, 2021 and December 31, 2020:
 March 31, 2021December 31, 2020
 Carrying ValueFair ValueCarrying ValueFair Value
Secured borrowings$309,397 $309,397 $347,949 $347,949 
2019 Notes115,000 116,250 115,000 116,250 
2020 Notes75,000 75,000 75,000 75,000 
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.
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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, 2021 and December 31, 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 
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 “Investment Advisory Agreement”). Unless terminated earlier, the Investment Advisory Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote 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, approved 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.
The 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 is 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.
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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.
Pre-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, 2021 and 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 
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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, 2021 and December 31, 2020, $11,047 and $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 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 periods ended March 31, 2021 and 2020, the Company incurred $282 and $106, respectively, 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, 2021 and December 31, 2020, $202 and $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”). Unless 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 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 periods ended March 31, 2021 and 2020, the Company incurred $170 and $193, respectively, in fees under the State Street Sub-Administration Agreement, which are included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of March 31, 2021 and December 31, 2020, $510 and $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 six members, four 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 periods ended March 31, 2021 and 2020, the Company incurred $116 and $96, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of March 31, 2021 and December 31, 2020, $117 and $96, respectively, in fees or expenses associated with its Independent Directors were 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 for proceeds of $19,119 and realized gain (loss) of $264. 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 Liability Company Agreement") 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-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 $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 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, 2021 and December 31, 2020, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $216,000 in subordinated loans, respectively, to Credit Fund. Below is certain summarized consolidated financial information for Credit Fund as of March 31, 2021 and December 31, 2020.
As of
March 31, 2021December 31, 2020
 (unaudited) 
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $993,936 and $1,080,538, respectively)$983,277 $1,056,381 
Cash and cash equivalents63,384 119,796 
Other assets11,344 7,553 
Total assets$1,058,005 $1,183,730 
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings$446,301 $514,261 
Notes payable, net of unamortized debt issuance costs of $1,511 and $1,559, respectively184,326 253,933 
Other liabilities15,243 15,543 
Subordinated loans and members’ equity (1)
412,135 399,993 
Liabilities and members’ equity$1,058,005 $1,183,730 
(1) As of March 31, 2021 and December 31, 2020, the fair value of Company's ownership interest in the subordinated loans and members’ equity was $202,695 and $205,891, respectively.

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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)
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, 2021 and December 31, 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.
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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, 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 

^ 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 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 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, 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, 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.
(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,
51


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 
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 
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, 2020
Investments (1)
FootnotesIndustry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity DatePar/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (97.5% of fair value)
Acrisure, LLC\#(2)(3)Banking, Finance, Insurance & Real EstateL + 3.50%3.65%2/15/2027$25,634 $25,606 $25,104 
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 & GlassL + 6.00%7.00%11/12/202116,378 16,378 16,378 
AmeriLife Holdings LLC#(2)(3)Banking, Finance, Insurance & Real EstateL + 4.00%4.15%3/18/20279,951 9,929 9,802 
Analogic Corporation^+(2)(3)(6)Capital EquipmentL + 5.25%6.25%6/22/202418,857 18,837 18,857 
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 & DefenseL + 4.25%4.49%5/9/202614,775 14,713 13,999 
Aptean, Inc.+\(2)(3)SoftwareL + 4.25%4.40%4/23/202612,281 12,227 12,077 
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.+#(2)(3)SoftwareL + 5.50%6.50%3/1/202728,783 28,392 28,783 
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 EquipmentL + 3.75%4.75%5/21/202413,766 13,714 13,766 
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)^+(2)(3)(6)SoftwareL + 5.00%6.00%8/30/202314,055 13,378 14,055 
Clarity Telecom LLC.+Media: Broadcasting & SubscriptionL + 4.25%4.40%8/30/202614,813 14,773 14,813 
Clearent Newco, LLC^(2)(3)(6)High Tech IndustriesL + 6.50%7.50%3/20/20254,079 4,079 3,907 
Clearent Newco, LLC^+\(2)(3)High Tech IndustriesL + 5.50%6.50%3/20/202529,486 29,236 28,722 
DecoPac, Inc.^+\(2)(3)(6)Non-durable Consumer GoodsL + 4.25%5.25%9/29/202412,336 12,253 12,318 
Diligent Corporation^+(2)(3)(6)TelecommunicationsL + 6.25%7.25%8/4/20258,683 8,411 8,819 
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 ServicesL + 4.25%4.40%11/5/20247,543 7,516 7,483 
EvolveIP, LLC^+(2)(3)(6)TelecommunicationsL + 5.75%6.75%6/7/202319,800 19,759 19,775 
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 & LeisureL + 5.25%6.25%10/7/202524,750 24,546 22,780 
Frontline 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 & GlassL + 5.25%6.25%6/20/202329,012 28,896 28,974 
HMT Holding Inc.+\(2)(3)(6)Energy: Oil & GasL + 5.00%6.00%11/17/202332,821 32,458 30,984 
Integrity 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)(6)Utilities: ElectricL + 4.50%5.50%3/22/202434,584 34,489 33,424 
KAMC Holdings, Inc.+#(2)(3)Energy: ElectricityL + 4.00%