UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number811-23319
OFI Carlyle Private Credit Fund
(Exact name of registrant as specified in charter)
6803 S. Tucson Way
Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip Code)
Joseph Benedetti, Esq.
OC Private Capital, LLC
225 Liberty Street
New York, New York 10281-1008
(Name and address of agent for service)
Registrant’s telephone number, including area code: (303)768-3200
Date of fiscal year end: December 31
Date of reporting period: June 30, 2019
Item 1. Reports to Stockholders.
Semi-Annual Report | 6/30/2019 |
Top Ten Industries | |
Software | 15.8% |
Media | 15.6 |
Professional Services | 15.0 |
Containers & Packaging | 8.8 |
Hotels, Restaurants & Leisure | 7.8 |
Aerospace & Defense | 7.5 |
IT Services | 7.2 |
Health Care Equipment & Supplies | 5.8 |
Air Freight & Logistics | 5.3 |
Real Estate Management & Development | 4.3 |
Top Ten Holdings | |
Urban One, Inc., Term Loan | 9.1% |
Tank Holding Corporation, Term Loan | 7.1 |
Analogic Corporation, Term Loan, Unitranche | 5.2 |
Queensgate Gem UK Midco Limited, Term Loan, Mezzanine | 4.7 |
ARCO BPS Holdings, Ltd., Term Loan, Mezzanine | 4.3 |
Gruden Acquisition, Inc., Term Loan | 4.1 |
Moneygram International, Inc., Term Loan | 4.1 |
Moxie Patriot LLC, Term Loan, Tranche B1 | 3.9 |
DTI Holdco, Inc., Term Loan, Tranche B | 3.8 |
Sapphire Telecom, Inc., Term Loan | 3.5 |
Investments | Interest Rate | Maturity Date | Par/ Principal Amount | Fair Value |
Corporate Loans (125.8%)1 | ||||
First Lien Debt (66.0%) | ||||
Aerospace & Defense (1.2%) | ||||
Constellis Holdings LLC, Term Loan, Tranche B2,3,4 | LIBOR4 + 500, 7.583% | 4/21/2024 | $ 1,974,811 | $1,515,668 |
Air Freight & Logistics (1.2%) | ||||
Trump Card LLC | ||||
Term Loan, Tranche A2,3,4,5 | LIBOR4 + 500, 7.330% | 4/21/2022 | 1,434,557 | 1,412,629 |
Revolver4,5 | PRIME4 + 400, 9.500% | 4/21/2022 | 2,366 | 2,329 |
Revolver5,6 | 0.500% | 4/21/2022 | 92,941 | 91,521 |
1,506,479 | ||||
Auto Components (1.7%) | ||||
Dealer Tire LLC | ||||
Term Loan, Tranche B2,3,4 | LIBOR12 + 550, 7.902% | 12/12/2025 | 1,025,641 | 1,028,205 |
Term Loan, Tranche B2,3,4 | LIBOR4 + 550, 7.830% | 12/12/2025 | 969,359 | 971,782 |
1,999,987 | ||||
Containers & Packaging (1.5%) | ||||
Anchor Hocking LLC, Term Loan4,5 | LIBOR4 + 825, 10.829% | 1/25/2024 | 1,850,000 | 1,751,717 |
Tank Holding Corporation, Revolver5,6 | 0.500% | 3/26/2024 | 11,111 | 11,037 |
1,762,754 | ||||
Electric Utilities (3.9%) | ||||
Moxie Patriot LLC, Term Loan, Tranche B12,3,4 | LIBOR4 + 575, 8.080% | 12/19/2020 | 4,912,498 | 4,722,139 |
Energy Equipment & Services (3.4%) | ||||
McDermott Technology Americas, Inc., Term Loan, Tranche B2,3,4 | LIBOR12 + 500, 7.402% | 5/9/2025 | 1,984,925 | 1,955,310 |
NES Global Talent Finance US LLC, Term Loan, Tranche B2,3,4 | LIBOR4 + 550, 8.083% | 5/11/2023 | 2,217,147 | 2,217,147 |
4,172,457 | ||||
Health Care Equipment & Supplies (5.7%) | ||||
Analogic Corporation | ||||
Term Loan, Unitranche2,3,4,5 | LIBOR12 + 600, 8.402% | 6/22/2024 | 6,447,038 | 6,309,871 |
Revolver5,6 | 0.500% | 6/22/2023 | 618,643 | 605,481 |
6,915,352 |
Investments | Interest Rate | Maturity Date | Par/ Principal Amount | Fair Value |
Health Care Providers & Services (3.3%) | ||||
American Physician Partners LLC | ||||
Term Loan, Tranche A2,3,4,5 | LIBOR4 + 650, 8.830% | 12/21/2021 | $2,419,991 | $2,400,352 |
Revolver4,5 | LIBOR4 + 650, 8.830% | 12/21/2021 | 91,876 | 91,130 |
Revolver5,6 | 0.500% | 12/21/2021 | 95,627 | 94,852 |
Delayed Draw Term Loan4,5 | LIBOR4 + 650, 8.830% | 12/21/2021 | 303,756 | 301,290 |
Delayed Draw Term Loan5,6 | 0.500% | 12/21/2021 | 157,503 | 156,225 |
Global Medical Response, Inc., Term Loan, Tranche B22,3,4 | LIBOR12 + 425, 6.652% | 3/14/2025 | 987,418 | 930,888 |
3,974,737 | ||||
Internet Software & Services (0.9%) | ||||
Internap Corporation, Term Loan2,3,4,7 | LIBOR12 + 625, 9.400% | 4/6/2022 | 1,177,835 | 1,033,550 |
IT Services (3.1%) | ||||
GI Revelation Acquisition LLC, Term Loan, Tranche B2,3,4 | LIBOR12 + 500, 7.402% | 4/16/2025 | 1,984,962 | 1,970,075 |
Moneygram International, Inc., Term Loan, Tranche B2,3,4,8 | LIBOR4 + 600, 8.330% | 5/22/2023 | 250,000 | 244,063 |
Redwood Services Group LLC | ||||
Term Loan2,3,4,5 | LIBOR4 + 600, 8.522% | 6/6/2023 | 1,404,907 | 1,391,775 |
Delayed Draw Term Loan2,3,4,5 | LIBOR4 + 600, 8.522% | 6/6/2023 | 163,514 | 161,985 |
3,767,898 | ||||
Media (6.5%) | ||||
Altice France S.A., Term Loan, Tranche B132,3,4 | LIBOR12 + 400, 6.394% | 8/14/2026 | 990,000 | 971,230 |
Northland Cable Television, Inc. | ||||
Term Loan2,3,4,5 | LIBOR12 + 575, 8.169% | 10/1/2025 | 3,237,621 | 3,166,261 |
Revolver5,6 | 0.500% | 10/1/2024 | 255,350 | 249,722 |
Radio One, Inc., Term Loan, Tranche B2,3,4 | LIBOR12 + 400, 6.410% | 4/18/2023 | 233,704 | 225,744 |
Urban One Entertainment SPV LLC, Term Loan5,7 | 11.000% | 12/31/2022 | 3,164,422 | 3,196,066 |
7,809,023 | ||||
Professional Services (15.0%) | ||||
Alorica, Inc., Term Loan, Tranche A12,3,4 | LIBOR12 + 375, 6.152% | 6/30/2021 | 3,027,732 | 2,997,455 |
Avenu Holdings LLC, Term Loan2,3,4,5 | LIBOR4 + 525, 6.250% | 9/28/2023 | 3,895,864 | 3,792,425 |
DTI Holdco, Inc., Term Loan, Tranche B2,3,4 | LIBOR4 + 475, 7.333% | 9/30/2023 | 4,936,482 | 4,573,428 |
IQOR US, Inc. | ||||
Term Loan, Tranche B2,3,4 | LIBOR4 + 500, 7.592% | 4/1/2021 | 1,937,851 | 1,893,435 |
Term Loan, Tranche A12,3,4,5 | LIBOR4 + 550, 8.092% | 4/1/2021 | 3,500,000 | 3,283,819 |
Riveron Acquisition Holdings, Inc., Term Loan2,3,4,5 | LIBOR12 + 625, 8.593% | 5/22/2025 | 1,570,000 | 1,531,349 |
18,071,911 | ||||
Retail (1.6%) | ||||
Transform SR Holdings LLC, Term Loan, Tranche B4,5 | LIBOR12 + 725, 9.654% | 2/12/2024 | 1,900,000 | 1,881,000 |
Investments | Interest Rate | Maturity Date | Par/ Principal Amount | Fair Value |
Semiconductors & Semiconductor Equipment (2.8%) | ||||
Bright Bidco B.V. | ||||
Term Loan, Tranche B4 | LIBOR12 + 350, 5.902% | 6/30/2024 | $646,251 | $461,261 |
Term Loan, Tranche B4 | LIBOR4 + 350, 5.830% | 6/30/2024 | 1,338,518 | 955,368 |
Natel Engineering Company, Inc., Term Loan, Tranche B2,3,4 | LIBOR12 + 500, 7.402% | 4/30/2026 | 2,000,000 | 2,002,500 |
3,419,129 | ||||
Software (10.1%) | ||||
Apptio, Inc. | ||||
Term Loan2,3,4,5 | LIBOR12 + 725, 9.669% | 1/10/2025 | 2,665,555 | 2,636,233 |
Revolver5,6 | 0.500% | 1/10/2025 | 177,515 | 175,562 |
Chemical Computing Group | ||||
Term Loan, Tranche A2,3,4,5 | LIBOR12 + 550, 7.902% | 8/30/2023 | 2,357,288 | 2,310,199 |
Revolver5,6 | 0.500% | 8/30/2023 | 135,379 | 132,675 |
Exela Intermediate LLC | ||||
Term Loan, Tranche B2,3,4 | LIBOR2 + 650, 8.849% | 7/12/2023 | 2,942,179 | 2,534,569 |
Term Loan, Tranche B2,3,4 | LIBOR4 + 650, 8.919% | 7/12/2023 | 19,356 | 16,675 |
iCIMS, Inc. | ||||
Term Loan, Tranche B4,5 | LIBOR12 + 650, 8.900% | 9/12/2024 | 3,003,755 | 2,929,394 |
Term Loan, Tranche B4,5 | LIBOR12 + 650, 8.910% | 6/14/2025 | 75,928 | 74,048 |
Revolver5,6 | 0.500% | 9/12/2024 | 187,735 | 183,087 |
Mailgun Technologies, Inc. | ||||
Term Loan2,3,4,5 | LIBOR4 + 600, 8.330% | 3/26/2025 | 1,149,692 | 1,124,528 |
Revolver5,6 | 0.500% | 3/26/2025 | 134,191 | 131,254 |
12,248,224 | ||||
Wireless Telecommunication Services (4.1%) | ||||
Sapphire Telecom, Inc. | ||||
Term Loan2,3,4,5 | LIBOR4 + 525, 7.770% | 11/20/2025 | 4,319,011 | 4,238,293 |
Revolver5,6 | 0.500% | 11/20/2023 | 679,190 | 666,496 |
4,904,789 | ||||
Total First Lien Debt (Cost $82,126,703) | 79,705,097 | |||
Second Lien Debt (50.7%) | ||||
Aerospace & Defense (6.3%) | ||||
Amynta Agency Borrower, Inc. | ||||
Term Loan, Tranche B4 | LIBOR12 + 850, 10.902% | 3/2/2026 | 1,000,000 | 986,250 |
Term Loan2,3,4 | LIBOR12 + 850, 10.902% | 3/2/2026 | 500,000 | 493,125 |
Jazz Acquisition, Inc., Term Loan2,3,4 | LIBOR4 + 800, 10.330% | 6/11/2027 | 3,100,000 | 3,076,750 |
WP CPP Holdings LLC, Term Loan2,3,4 | LIBOR4 + 775, 10.340% | 4/30/2026 | 3,000,000 | 2,996,250 |
7,552,375 |
Investments | Interest Rate | Maturity Date | Par/ Principal Amount | Fair Value |
Air Freight & Logistics (4.1%) | ||||
Gruden Acquisition, Inc., Term Loan4 | LIBOR4 + 850, 10.830% | 8/18/2023 | $5,000,000 | $4,975,000 |
Capital Markerts (2.0%) | ||||
Aretec Group, Inc., Term Loan2,3,4 | LIBOR12 + 825, 10.652% | 10/1/2026 | 2,500,000 | 2,459,375 |
Chemicals (1.3%) | ||||
Vantage Specialty Chemicals, Inc., Term Loan2,3,4 | LIBOR4 + 825, 10.580% | 10/27/2025 | 1,662,357 | 1,587,550 |
Containers & Packaging (7.1%) | ||||
Tank Holding Corporation, Term Loan2,3,4 | LIBOR12 + 825, 11.037% | 3/26/2027 | 8,825,806 | 8,522,560 |
Energy Equipment & Services (0.8%) | ||||
Comet Acquisition, Inc., Term Loan2,3,4,5 | LIBOR4 + 750, 10.022% | 10/26/2026 | 1,000,000 | 992,846 |
Food Products (2.7%) | ||||
Ultimate Baked Goods Midco LLC, Term Loan2,3,4,5 | LIBOR12 + 800, 10.402% | 8/9/2026 | 3,333,333 | 3,262,843 |
Hotels, Restaurants & Leisure (7.8%) | ||||
Aimbridge Acquisition Co., Inc., Term Loan2,3,4,5 | LIBOR12 + 750, 9.940% | 2/1/2027 | 1,546,000 | 1,529,714 |
Queensgate Gem UK Midco Limited | ||||
Term Loan, Mezzanine2,3,4,5 | GBP LIBOR4 + 975, 10.591% | 3/15/2022 | GBP 4,500,000 | 5,729,059 |
Term Loan2,3,5,7 | 13.750% | 3/15/2022 | GBP 1,710,000 | 2,193,330 |
9,452,103 | ||||
Insurance (2.5%) | ||||
Asurion LLC, Term Loan, Tranche B22,3,4 | LIBOR12 + 650, 8.902% | 8/4/2025 | 3,000,000 | 3,048,450 |
IT Services (4.1%) | ||||
Moneygram International, Inc., Term Loan2,3,7,8 | 13.000% | 6/11/2026 | 5,000,000 | 4,950,000 |
Real Estate Management & Development (4.3%) | ||||
ARCO BPS Holdings, Ltd., Term Loan, Mezzanine2,3,4,5 | EURIBOR4 + 1,150, 11.500% | 2/26/2024 | EUR 4,561,404 | 5,186,773 |
Road & Rail (2.0%) | ||||
Fastlane Parent Company, Inc., Term Loan4,5 | LIBOR4 + 875, 11.080% | 12/19/2026 | 2,500,000 | 2,425,000 |
Software (5.7%) | ||||
Brave Parent Holdings, Inc., Term Loan4,5 | LIBOR4 + 750, 10.083% | 4/17/2026 | 3,812,317 | 3,806,846 |
Dynatrace LLC, Term Loan2,3,4 | LIBOR12 + 700, 9.402% | 8/21/2026 | 1,823,529 | 1,839,485 |
Quickbase, Inc., Term Loan4,5 | LIBOR12 + 800, 10.440% | 4/2/2027 | 1,200,000 | 1,178,477 |
6,824,808 | ||||
Total Second Lien Debt (Cost $61,508,665) | 61,239,683 |
Investments | Interest Rate | Maturity Date | Par/ Principal Amount | Fair Value |
Unsecured (9.1%) | ||||
Media (9.1%) | ||||
Urban One, Inc., Term Loan5 (Cost $10,825,640) | 12.875% | 12/31/2022 | $11,023,047 | $11,023,047 |
Total Corporate Loans (Cost $154,461,008) | 151,967,827 | |||
Collateralized Loan Obligations (15.2%)1 | ||||
Barings CLO Ltd., Series 2017-1A, Class F4,5,9 | LIBOR4 + 745, 10.051% | 7/18/2029 | 2,500,000 | 2,242,035 |
Benefit Street Partners CLO Ltd., Series 2015-VIA, Class DR2,3,4,5,9 | LIBOR4 + 652, 9.12% | 10/18/2029 | 2,250,000 | 2,210,864 |
CIFC Funding Ltd., Series 2013-4A, Class ERR2,3,4,5,9 | LIBOR4 + 545, 8.032% | 4/27/2031 | 2,000,000 | 1,814,366 |
CIFC Funding Ltd., Series 2014-2RA, Class B22,3,4,5,9 | LIBOR4 + 569, 8.271% | 4/24/2030 | 3,500,000 | 3,277,690 |
Dryden Senior Loan Fund, Series 2015-41A, Class ER2,3,4,5,9 | LIBOR4 + 530, 7.897% | 4/15/2031 | 1,265,000 | 1,164,988 |
Long Point Park CLO Ltd., Series 2017-1A, Class D22,3,4,5,9 | LIBOR4 + 560, 8.188% | 1/17/2030 | 3,000,000 | 2,820,321 |
Symphony CLO Ltd., Series 2015-16A, Class ER2,3,4,5,9 | LIBOR4 + 610, 8.697% | 10/15/2031 | 2,000,000 | 1,937,206 |
Voya CLO Ltd., Series 2013-1A, Class DR2,3,4,5,9 | LIBOR4 + 648, 9.076% | 10/15/2030 | 2,000,000 | 1,995,202 |
West CLO Ltd., Series 2014-2A, Class E2,3,4,5,9 | LIBOR4 + 604, 8.641% | 1/16/2027 | 1,000,000 | 939,720 |
Total Collateralized Loan Obligations (Cost $19,103,510) | 18,402,392 |
Units/Shares | Fair Value | |||
Common Stock (0.3%)1 | ||||
Health Care Equipment & Supplies (0.1%) | ||||
ANLG Holdings LLC5,10 | 64,683 | 92,256 | ||
Professional Services (0.0%) | ||||
Avenu Holdings LLC5,10 | 21,552 | 23,188 | ||
Containers & Packaging (0.2%) | ||||
Tank Holding Corporation5,10 | 200,000 | 204,014 | ||
Software (0.0%) | ||||
Mailgun Technologies, Inc.5,10 | 21,186 | 21,167 | ||
Total Common Stock (Cost $307,421) | 340,625 | |||
Total Investments, at Value (Cost $173,871,939) | 141.3% | 170,710,844 | ||
Net Other Assets (Liabilities) | (41.3)% | (49,872,242) | ||
Net Assets | 100.0% | $120,838,602 |
Footnotes to Consolidated Statement of Investments |
1. All of the Fund's Senior Loans and Collateralized Loan Obligations, Common Stocks, Corporate Bonds issued as 144A, Private Asset Backed Debt, Real Estate Debt and Warrants, if applicable, which as of June 30, 2019 represented 141.3% of the Fund's net assets or 97.8% of the Fund's total assets, are subject to legal restrictions on sales. |
Footnotes to Consolidated Statement of Investments (Continued) |
2. All or a portion of the security position has been segregated for collateral to cover borrowings. See Note 9 of the accompanying Consolidated Notes. |
3. All or a portion of this security is owned by the Subsidiary. See Note 2 of the accompanying Consolidated Notes. |
4. Represents the interest rate for a variable or increasing rate security, determined as [Reference Rate + Basis-point spread]. Stated interest rate represents the "all-in" rate as of June 30, 2019. |
5. The value of this security was determined using significant unobservable inputs. See Note 3 of the accompanying Consolidated Notes. |
6. Security is an unfunded loan commitment. See Note 9 of the accompanying Consolidated Notes. |
7. All or a portion of the interest or dividend is paid-in-kind, when applicable. |
8. All or a portion of the security position will settle, after period end, in the ordinary course on a settlement date beyond the period expected by loan market participants and is subject to delayed compensation. The rate shown is the contractual interest rate. See Note 4 of the accompanying Consolidated Notes. |
9. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under the guidelines established by the Board of Trustees. These securities amount to $18,402,392 or 15.23% of the Fund's net assets at period end. |
10. Non-income producing security. |
Currency abbreviations indicate amounts reporting in currencies | |
EUR | Euro |
GBP | British Pound |
Definitions | |
EURIBOR4 | Euro London Interbank Offered Rate-Quarterly |
GBP LIBOR4 | British Pound Sterling London Interbank Offered Rate-Quarterly |
LIBOR12 | London Interbank Offered Rate-Monthly |
LIBOR2 | London Interbank Offered Rate-Semianually |
LIBOR4 | London Interbank Offered Rate-Quarterly |
PRIME4 | United States Prime Rate-Quarterly |
SPV | Special Purpose Vehicle |
Assets | |
Investments, at value (cost $173,871,939)—see accompanying consolidated statement of investments | $170,710,844 |
Cash | 6,480,393 |
Cash denominated in foreign currencies (cost of $37,315) | 37,380 |
Receivables and other assets: | |
Interest | 2,046,422 |
Investments sold (including paydowns) | 2,027,882 |
Adviser reimbursement | 178,463 |
Other | 15,447 |
Total assets | 181,496,831 |
Liabilities | |
Payables and other liabilities: | |
Payable for borrowings | 49,605,513 |
Investments purchased | 7,737,060 |
Income distribution payable | 2,091,304 |
Incentive fees | 584,726 |
Interest payable on borrowings | 209,324 |
Management fees | 148,546 |
Trustees' compensation and expenses | 38,195 |
Transfer agent fees | 18,204 |
Distribution and shareholder service plan fees | 1,640 |
Shareholder communications | 361 |
Other | 223,356 |
Total liabilities | 60,658,229 |
Net Assets | $120,838,602 |
Composition of Net Assets | |
Par value of shares of beneficial interest | 12,497 |
Additional paid-in capital | 123,855,465 |
Accumulated deficit | (3,029,360) |
Net Assets | $120,838,602 |
Net Asset Value per Share | |
Class A Shares: | |
Net asset value and redemption price per share (based on net assets of $347,208 and 35,978 shares of beneficial interest outstanding) | $9.65 |
Maximum offering price per share (net asset value plus sales charge of 3.50% of offering price) | $10.00 |
Class I Shares: | |
Net asset value and redemption price per share (based on net assets of $114,031,723 and 11,792,433 shares of beneficial interest outstanding) | $9.67 |
Class L Shares: | |
Net asset value and redemption price per share (based on net assets of $642,498 and 66,564 shares of beneficial interest outstanding) | $9.65 |
Maximum offering price per share (net asset value plus sales charge of 3.50% of offering price) | $10.00 |
Class N Shares: | |
Net asset value and redemption price per share (based on net assets of $9,932 and 1,029 shares of beneficial interest outstanding) | $9.65 |
Class Y Shares: | |
Net asset value and redemption price per share (based on net assets of $5,807,241 and 602,632 shares of beneficial interest outstanding) | $9.64 |
Investment Income | |
Interest | $7,540,732 |
Expenses | |
Management fees | 841,416 |
Incentive fees | 1,132,189 |
Distribution and service plan fees: | |
Class A | 652 |
Class L | 502 |
Class Y | 2,829 |
Transfer and shareholder servicing agent fees: | |
Class A | 50 |
Class I | 46,718 |
Class L | 54 |
Class N1 | 1 |
Class Y | 599 |
Shareholder communications: | |
Class A | 49 |
Class I | 33,755 |
Class L | 68 |
Class N1 | 1 |
Class Y | 740 |
Interest expense and fees on borrowings | 783,333 |
Legal, auditing and other professional fees | 699,456 |
Custodian fees and expenses | 119,021 |
Trustees' compensation and expenses | 70,104 |
Deal expenses | 112,390 |
Other expenses | 118,109 |
Total expenses | 3,962,036 |
Less waivers and reimbursements of expenses | (808,262) |
Net expenses | 3,153,774 |
Net Investment Income | 4,386,958 |
Realized and Unrealized Gain (Loss) | |
Net realized gain (loss) on: | |
Investment transactions | (36,558) |
Foreign currency transactions | 97,326 |
Net realized gain | 60,768 |
Net change in unrealized appreciation/depreciation on: | |
Investment transactions in: | |
Unaffiliated companies | 625,316 |
Foreign currency gain on line of credit | 253,291 |
Foreign currency transactions | 65 |
Net change in unrealized appreciation/depreciation | 878,672 |
Net Increase in Net Assets Resulting from Operations | $5,326,398 |
1. For the period from April 18, 2019 (inception of offering) to June 30, 2019. |
Six Months Ended June 30, 2019 (Unaudited) | Period Ended December 31, 20181 | |
Operations | ||
Net investment income | $4,386,958 | $2,377,864 |
Net realized gain (loss) | 60,768 | (60,778) |
Net change in unrealized appreciation/depreciation | 878,672 | (3,786,411) |
Net increase (decrease) in net assets resulting from operations | 5,326,398 | (1,469,325) |
Dividends and/or Distributions to Shareholders | ||
Class A | (8,321) | (241)1 |
Class I | (4,376,363) | (2,469,848)2 |
Class L | (13,114) | (253)2 |
Class N | (202)3 | 0 |
Class Y | (123,332) | (3,077)2 |
Total Dividends and/or Distributions to Shareholders | (4,521,332) | (2,473,419) |
Beneficial Interest Transactions | ||
Net increase (decrease) in net assets resulting from beneficial interest: | ||
Class A | 341,375 | (113,868)1 |
Class I | 27,349,294 | 89,784,8972 |
Class L | 639,585 | 10,0002 |
Class N | 10,0003 | 0 |
Class Y | 5,744,997 | 110,0002 |
Net increase in Beneficial Interest Transactions | 34,085,251 | 89,791,029 |
Net Assets | ||
Total increase | 34,890,317 | 85,848,285 |
Beginning of period | 85,948,285 | 100,0004 |
End of period | $120,838,602 | $85,948,285 |
1. For the period from June 4, 2018 (commencement of operations) to December 31, 2018. |
2. For the period from September 4, 2018 (inception of offering) to December 31, 2018. |
3. For the period from April 18, 2019 (inception of offering) to June 30, 2019. |
4. Reflects the value of OppenheimerFunds, Inc.'s seed capital invested on May 7, 2018. |
Cash Flows from Operating Activities | |
Net increase in net assets from operations | $5,326,398 |
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: | |
Purchase of investment securities | (61,146,946) |
Proceeds from disposition of investment securities | 13,323,031 |
Premium amortization | 9,536 |
Discount accretion | (173,142) |
Net realized gain | (60,768) |
Net change in unrealized appreciation/depreciation | (878,672) |
Change in assets: | |
Decrease in other assets | 56,711 |
Increase in interest receivable | (1,186,788) |
Decrease in receivable for investments sold | 775,201 |
Decrease in adviser reimbursement | 421,043 |
Decrease in deferred offering costs | 163,634 |
Change in liabilities: | |
Increase in other liabilities | 274,377 |
Decrease in payable for investments purchased | (66,062) |
Net cash used in operating activities | (43,162,447) |
Cash Flows from Financing Activities | |
Proceeds from borrowings | 61,389,898 |
Payments on borrowings | (42,118,418) |
Proceeds from shares sold | 33,342,499 |
Cash distributions paid | (4,160,695) |
Net cash provided by financing activities | 48,453,284 |
Effect of exchange rate changes on cash | 97,391 |
Net increase in cash | 5,388,228 |
Cash, beginning balance | 1,129,545 |
Cash and foreign currency ending balance | $6,517,773 |
Supplemental disclosure of cash flow information: | |
Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $742,752 | |
Cash paid for interest on borrowings—$695,767 |
Class A | Six Months Ended June 30, 2019 (Unaudited) | Period Ended December 31, 20181 |
Per Share Operating Data | ||
Net asset value, beginning of period | $9.59 | $10.00 |
Income (loss) from investment operations: | ||
Net investment income2 | 0.33 | 0.20 |
Net realized and unrealized gain (loss) | 0.08 | (0.37) |
Total from investment operations | 0.41 | (0.17) |
Dividends and/or distributions to shareholders: | ||
Dividends from net investment income | (0.35) | (0.24) |
Total Dividends and/or distributions to shareholders: | (0.35) | (0.24) |
Net asset value, end of period | $9.65 | $9.59 |
Total Return, at Net Asset Value3 | 4.29% | (1.69)% |
Ratios/Supplemental Data | ||
Net assets, end of period (in thousands) | $347 | $10 |
Average net assets (in thousands) | $166 | $22,478 |
Ratios to average net assets:4 | ||
Net investment income | 6.65% | 3.60% |
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below | 24.14% | 5.69% |
Interest and fees from borrowings | 1.53% | 0.41% |
Distribution and shareholder service fees | 0.79% | 0.84% |
Deal and incentive fees | 2.28% | 0.00%5 |
Total expenses | 28.74% | 6.94% |
Expenses after waivers and reimbursements of expenses | 6.60%6 | 3.50% |
Portfolio turnover rate | 9% | 6% |
1.For the period from June 4, 2018 (commencement of operations) to December 31, 2018. |
2.Per share amounts calculated based on the average shares outstanding during the period. |
3.Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Sales charges are not reflected in the total returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4.Annualized for periods less than one full year. |
5.Less than 0.005%. |
6.Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, and deal and incentive fees, was 2.00% of net assets on an annualized basis. |
Class I | Six Months Ended June 30, 2019 (Unaudited) | Period Ended December 31, 20181 |
Per Share Operating Data | ||
Net asset value, beginning of period | $9.58 | $10.00 |
Income (loss) from investment operations: | ||
Net investment income2 | 0.38 | 0.22 |
Net realized and unrealized gain (loss) | 0.09 | (0.36) |
Total from investment operations | 0.47 | (0.14) |
Dividends and/or distributions to shareholders: | ||
Dividends from net investment income | (0.38) | (0.28) |
Total Dividends and/or distributions to shareholders: | (0.38) | (0.28) |
Net asset value, end of period | $9.67 | $9.58 |
Total Return, at Net Asset Value3 | 4.90% | (1.54)% |
Ratios/Supplemental Data | ||
Net assets, end of period (in thousands) | $114,032 | $85,825 |
Average net assets (in thousands) | $110,180 | $84,627 |
Ratios to average net assets:4 | ||
Net investment income | 7.84% | 6.76% |
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below | 3.39% | 5.16% |
Interest and fees from borrowings | 1.39% | 0.51% |
Deal and incentive fees | 2.22% | 1.25% |
Total expenses | 7.00% | 6.92% |
Expenses after waivers and reimbursements of expenses | 5.61%5 | 3.83% |
Portfolio turnover rate | 9% | 6% |
1.For the period from September 4, 2018 (inception of offering) to December 31, 2018. |
2.Per share amounts calculated based on the average shares outstanding during the period. |
3.Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Sales charges are not reflected in the total returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4.Annualized for periods less than one full year. |
5.Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, and deal and incentive fees, was 2.00% of net assets on an annualized basis. |
Class L | Six Months Ended June 30, 2019 (Unaudited) | Period Ended December 31, 20181 |
Per Share Operating Data | ||
Net asset value, beginning of period | $9.59 | $10.00 |
Income (loss) from investment operations: | ||
Net investment income2 | 0.34 | 0.21 |
Net realized and unrealized gain (loss) | 0.08 | (0.37) |
Total from investment operations | 0.42 | (0.16) |
Dividends and/or distributions to shareholders: | ||
Dividends from net investment income | (0.36) | (0.25) |
Total Dividends and/or distributions to shareholders: | (0.36) | (0.25) |
Net asset value, end of period | $9.65 | $9.59 |
Total Return, at Net Asset Value3 | 4.45% | (1.67)% |
Ratios/Supplemental Data | ||
Net assets, end of period (in thousands) | $642 | $10 |
Average net assets (in thousands) | $232 | $10 |
Ratios to average net assets:4 | ||
Net investment income | 6.70% | 6.41% |
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below | 8.09% | 119.98% |
Interest and fees from borrowings | 1.61% | 0.51% |
Distribution and shareholder service fees | 0.44% | 0.48% |
Deal and incentive fees | 2.35% | 1.18% |
Total expenses | 12.49% | 122.15% |
Expenses after waivers and reimbursements of expenses | 6.40%5 | 4.20% |
Portfolio turnover rate | 9% | 6% |
1.For the period from September 4, 2018 (inception of offering) to December 31, 2018. |
2.Per share amounts calculated based on the average shares outstanding during the period. |
3.Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Sales charges are not reflected in the total returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4.Annualized for periods less than one full year. |
5.Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, and deal and incentive fees, was 2.00% of net assets on an annualized basis. |
Class N | Period Ended June 30, 20191 (Unaudited) |
Per Share Operating Data | |
Net asset value, beginning of period | $9.72 |
Income (loss) from investment operations: | |
Net investment income2 | 0.15 |
Net realized and unrealized loss | (0.02) |
Total from investment operations | 0.13 |
Dividends and/or distributions to shareholders: | |
Dividends from net investment income | (0.20) |
Total Dividends and/or distributions to shareholders: | (0.20) |
Net asset value, end of period | $9.65 |
Total Return, at Net Asset Value3 | 1.30% |
Ratios/Supplemental Data | |
Net assets, end of period (in thousands) | $10 |
Average net assets (in thousands) | $10 |
Ratios to average net assets:4 | |
Net investment income | 7.23% |
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below | 131.78% |
Interest and fees from borrowings | 1.56% |
Deal and incentive fees | 2.28% |
Total expenses | 135.62% |
Expenses after waivers and reimbursements of expenses | 5.84%5 |
Portfolio turnover rate | 9% |
1.For the period from April 18, 2019 (inception of offering) to June 30, 2019. |
2.Per share amounts calculated based on the average shares outstanding during the period. |
3.Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Sales charges are not reflected in the total returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4.Annualized for periods less than one full year. |
5.Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, and deal and incentive fees, was 2.00% of net assets on an annualized basis. |
Class Y | Six Months Ended June 30, 2019 (Unaudited) | Period Ended December 31, 20181 |
Per Share Operating Data | ||
Net asset value, beginning of period | $9.57 | $10.00 |
Income (loss) from investment operations: | ||
Net investment income2 | 0.35 | 0.22 |
Net realized and unrealized gain (loss) | 0.09 | (0.37) |
Total from investment operations | 0.44 | (0.15) |
Dividends and/or distributions to shareholders: | ||
Dividends from net investment income | (0.37) | (0.28) |
Total Dividends and/or distributions to shareholders: | (0.37) | (0.28) |
Net asset value, end of period | $9.64 | $9.57 |
Total Return, at Net Asset Value3 | 4.62% | (1.58)% |
Ratios/Supplemental Data | ||
Net assets, end of period (in thousands) | $5,807 | $104 |
Average net assets (in thousands) | $2,536 | $59 |
Ratios to average net assets:4 | ||
Net investment income | 7.14% | 6.42% |
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below | 3.77% | 25.35% |
Interest and fees from borrowings | 1.59% | 0.68% |
Distribution and shareholder service fees | 0.22% | 0.23% |
Deal and incentive fees | 2.26% | 2.25% |
Total expenses | 7.84% | 28.51% |
Expenses after waivers and reimbursements of expenses | 6.07%5 | 5.17% |
Portfolio turnover rate | 9% | 6% |
1.For the period from September 4, 2018 (inception of offering) to December 31, 2018. |
2.Per share amounts calculated based on the average shares outstanding during the period. |
3.Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are not annualized for periods less than one full year. Sales charges are not reflected in the total returns. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
4.Annualized for periods less than one full year. |
5.Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, and deal and incentive fees, was 2.00% of net assets on an annualized basis. |
Total market value of investments | $129,592,113 |
Net assets | $83,925,698 |
Net income (loss) | $4,567,201 |
Net realized gain (loss) | $44,300 |
Net change in unrealized appreciation/depreciation | $948,122 |
Federal tax cost of securities | $173,871,939 |
Gross unrealized appreciation | $776,218 |
Gross unrealized depreciation | (3,937,313) |
Net unrealized depreciation | $(3,161,095) |
Level 1— Unadjusted Quoted Prices | Level 2— Other Significant Observable Inputs | Level 3— Significant Unobservable Inputs | Value | |
Assets Table Investments, at Value: | ||||
Corporate Loans | $— | $59,632,727 | $92,335,100 | $151,967,827 |
Collateralized Loan Obligations | — | — | 18,402,392 | 18,402,392 |
Common Stock | — | — | 340,625 | 340,625 |
Total Assets | $— | $59,632,727 | $111,078,117 | $170,710,844 |
Value as of December 31, 2018 | Realized gain (loss) | Change in unrealized appreciation/ depreciation | Accretion/ (amortization) of premium/ discount | |
Assets Table Investments, at Value: | ||||
Corporate Loans | $38,163,755 | $18,489 | $358,753 | $134,741 |
Collateralized Loan Obligations | — | — | — | — |
Common Stock | 86,157 | — | 33,282 | — |
Total Assets | $38,249,912 | $18,489 | $392,035 | $134,741 |
Purchases | Sales/Paydowns | Transfers into Level 3(a) | Transfers out of Level 3 | Value as of June 30, 2019 | |
Assets Table Investments, at Value: | |||||
Corporate Loans | $40,004,911 | $(1,049,262) | $14,703,713 | $— | $92,335,100 |
Collateralized Loan Obligations | 7,346,024 | — | 11,056,368 | — | 18,402,392 |
Common Stock | 221,186 | — | — | — | 340,625 |
Total Assets | $47,572,121 | $(1,049,262) | $25,760,081 | $— | $111,078,117 |
(a) | Transferred from Level 2 to Level 3 because of the lack of observable market data due to a decrease in market activity and/or transparency for these securities. |
Value as of June 30, 2019 | Valuation Technique | Unobservable Input | Range of Unobservable Inputs | ||
Assets Table Investments, at Value: | |||||
Corporate Loans | $76,710,838 | Discounted Cashflow | Discount Rate | 7.2%-15.97% | |
Corporate Loans | $3,283,819 | Weighted Average of / Discounted Cashflow / Relative Value / Broker Quote | Discount Rate Broker Quote | 10.6%-11.7% 93 | |
Corporate Loans | $12,340,443 | Weighted Average of / Discounted Cashflow / Relative Value | Discount Rate | 5.6% - 11.9% | |
Corporate Loans Total | $92,335,100 | ||||
Common Stock | $340,625 | Market Approach | Enterprise Value Multiple | 8.0x - 16.8x | |
Collateralized Loan Obligations | $18,402,392 | Third Party Pricing Service | Discount Margin | N/A | |
Total | $111,078,117 |
Six Months Ended June 30, 2019 | Period Ended December 31, 2018 | |||
Shares | Amount | Shares | Amount | |
Class A | ||||
Sold | 34,680 | $338,495 | 6,008,0131,2 | $60,090,0291,2 |
Dividends and/or distributions reinvested | 299 | 2,880 | - | - |
Repurchased | - | - | (6,017,014) | (60,203,897) |
Net increase (decrease) | 34,979 | $341,375 | (9,001) | $(113,868) |
Class I | ||||
Sold | 2,756,839 | $26,650,000 | 8,963,1793 | $89,784,8973 |
Dividends and/or distributions reinvested | 72,415 | 699,294 | - | - |
Net increase | 2,829,254 | $27,349,294 | 8,963,179 | $89,784,897 |
Class L | ||||
Sold | 65,155 | $635,629 | 9993 | $10,0003 |
Dividends and/or distributions reinvested | 410 | 3,956 | - | - |
Net increase | 65,565 | $639,585 | 999 | $10,000 |
Class N4 | ||||
Sold | 1,029 | $10,000 | - | $- |
Net increase | 1,029 | $10,000 | - | $- |
Class Y | ||||
Sold | 587,913 | $5,708,375 | 10,9203 | $110,0003 |
Dividends and/or distributions reinvested | 3,799 | 36,622 | - | - |
Net increase | 591,712 | $5,744,997 | 10,920 | $110,000 |
1. For the period from June 4, 2018 (commencement of operations) to December 31, 2018. |
2. The Fund sold 10,000 Class A shares at a value of $100,000 to OppenheimerFunds, Inc. upon seeding of the Fund on May 7, 2018. These amounts are not reflected in the table above. |
3. For the period from September 4, 2018 (inception of offering) to December 31, 2018. |
4. For the period from April 18, 2019 (inception of offering) to June 30, 2019. |
Purchases | Sales | |
Investment securities | $61,146,946 | $13,323,031 |
Average Outstanding Loan Balance Under the Facility | $36,859,224 |
Average Interest Rate of Outstanding Loan Balance (including the effect of commitment fees) | 4.2269% |
Adviser | OC Private Capital, LLC |
Sub-Adviser | Carlyle Global Credit Investment Management L.L.C. |
Distributor | OppenheimerFunds Distributor, Inc. (until May 25, 2019); Invesco Distributors, Inc. |
Transfer and Shareholder Servicing Agent | OFI Global Asset Management, Inc. (until May 25, 2019); Invesco Investment Services, Inc. |
Sub-Transfer Agent | DST Systems, Inc. |
Legal Counsel | Dechert LLP |
Item 2. Code of Ethics.
Not applicable to semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable to semiannual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable to semiannual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to semiannual reports.
Item 6. Schedule of Investments.
a) The complete schedule of investments is included in Item 1 of this FormN-CSR.
b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies.
Not applicable to semiannual reports.
Item 8. Portfolio Managers ofClosed-End Management Investment Companies.
(a)(1) Not applicable to semiannual reports.
(a)(2) Not applicable to semiannual reports.
(a)(3) Not applicable to semiannual reports.
(a)(4) Not applicable to semiannual reports.
Item 9.Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers.
Not applibable.
Item 10. Submission of Matters to a Vote of Security Holders.
For the period covered by this FormN-CSR filing, there have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.
Item 11. Controls and Procedures.
(a) | Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule30a-3(c) under the Investment Company Act of 1940 (17 CFR270.30a-3(c)) as of 6/30/2019, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. |
(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that materially affected, or were reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities forClosed-End Management Investment Companies.
(a) Not applicable.
(b) Not applicable.
Item 13. Exhibits
(a)(1) | Not applicable to semiannual reports. | |
(2) | Exhibits attached hereto. | |
(3) | Not applicable. | |
(4) | Registrant’s Independent Public Accountant, attached as Exhibit 99. ACCT. | |
(b) | Exhibits attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OFI Carlyle Private Credit Fund
/s/ Rohit Vohra |
By: Rohit Vohra |
Principal Executive Officer |
Date: 8/16/19 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ Rohit Vohra |
By: Rohit Vohra |
Principal Executive Officer |
Date: 8/16/19 |
/s/ Julie Burley |
By: Julie Burley |
Principal Financial Officer |
Date: 8/16/19 |