Bain Capital Specialty Finance, Inc. - Quarter Report: 2020 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2020

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

Commission file number: 814-01175

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		81-2878769
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

200 Clarendon Street, 37th Floor Boston, MA (Address of principal executive offices)		02116 (Zip Code)

(617) 516-2000

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BCSF		New York Stock Exchange

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 x No o

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 o No o

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting companyo
	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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 4, 2020, the registrant had 51,649,812.27 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	4

Item 1.	Consolidated Financial Statements	4

	Consolidated Statements of Assets and Liabilities as of March 31, 2020 (unaudited) and December 31, 2019	4

	Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (unaudited)	5

	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2020 and 2019 (unaudited)	6

	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited)	7

	Consolidated Schedules of Investments as of March 31, 2020 (unaudited) and December 31, 2019	8

	Notes to Consolidated Financial Statements (unaudited)	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68

Item 4.	Controls and Procedures	68

PART II	OTHER INFORMATION	69

Item 1.	Legal Proceedings	69

Item 1A.	Risk Factors	69

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69

Item 3.	Defaults Upon Senior Securities	69

Item 4.	Mine Safety Disclosures	69

Item 5.	Other Information	69

Item 6.	Exhibits	70

Signatures		73

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2019 and in our filings with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

	As of			As of
	March 31, 2020			December 31, 2019
		(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $2,498,268 and $2,416,854, respectively)	$	2,355,277		$	2,403,250
Non-controlled/affiliate investment (amortized cost of $6,720 and $6,720, respectively)		6,720			6,720
Controlled affiliate investment (amortized cost of $120,246 and $113,689, respectively)		122,536			117,085
Cash and cash equivalents		55,128			36,531
Foreign cash (cost of $943 and $854, respectively)		632			810
Restricted cash and cash equivalents		18,706			31,505
Collateral on forward currency exchange contracts		392			-
Deferred financing costs		3,891			3,182
Interest receivable on investments		15,156			22,482
Receivable for sales and paydowns of investments		10,595			21,994
Unrealized appreciation on forward currency exchange contracts		12,903			1,034
Dividend receivable		2,405			961
Total Assets	$	2,604,341		$	2,645,554

Liabilities
Debt (net of unamortized debt issuance costs of $4,483 and $4,584, respectively)	$	1,654,900		$	1,574,635
Interest payable		11,422			15,534
Payable for investments purchased		367			293
Collateral payable on forward currency exchange contracts		473			331
Unrealized depreciation on forward currency exchange contracts		-			1,252
Base management fee payable		15,991			7,265
Incentive fee payable		4,513			4,513
Accounts payable and accrued expenses		2,722			2,155
Distributions payable		21,176			21,176
Total Liabilities		1,711,564			1,627,154

Commitments and Contingencies (See Note 10)

Net Assets
Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	$	-		$	-
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 51,649,812 and 51,649,812 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		52			52
Paid in capital in excess of par value		1,038,343			1,038,343
Total distributable earnings (loss)		(145,618	)		(19,995	)
Total Net Assets		892,777			1,018,400
Total Liabilities and Total Net assets	$	2,604,341		$	2,645,554

Net asset value per share	$	17.29		$	19.72

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2020			2019
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	47,871		$	30,388
Dividend income		33			15
Other income		440			22
Total investment income from non-controlled/non-affiliate investments		48,344			30,425

Investment income from controlled affiliate investments:
Interest from investments		772			107
Dividend income		2,380			9,358
Total investment income from controlled affiliate investments		3,152			9,465
Total investment income		51,496			39,890

Expenses
Interest and debt financing expenses		17,876			10,546
Base management fee		8,726			6,751
Incentive fee		-			4,086
Professional fees		970			550
Directors fees		175			105
Other general and administrative expenses		1,249			841
Total expenses before fee waivers		28,996			22,879
Base management fee waiver		-			(2,250	)
Incentive fee waiver		-			(1,982	)
Total expenses, net of fee waivers		28,996			18,647
Net investment income		22,500			21,243


Net realized and unrealized gains (losses)
Net realized loss on non-controlled/non-affiliate investments		(10,456	)		(850	)
Net realized gain (loss) on foreign currency transactions		(415	)		6
Net realized gain on forward currency exchange contracts		1,505			3,633
Net change in unrealized depreciation on foreign currency translation		(209	)		(198	)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		13,121			(3,283	)
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments		(129,387	)		14,367
Net change in unrealized appreciation (depreciation) on controlled affiliate investments		(1,106	)		4,395
Total net gains (losses)		(126,947	)		18,070

Net increase (decrease) in net assets resulting from operations	$	(104,447	)	$	39,313

Per Common Share Data
Basic and diluted net investment income per common share	$	0.44		$	0.41
Basic and diluted increase (decrease) in net assets resulting from operations per common share	$	(2.02	)	$	0.76
Basic and diluted weighted average common shares outstanding		51,649,812			51,482,137

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2020			2019
Operations:
Net investment income	$	22,500		$	21,243
Net realized gain (loss)		(9,366	)		2,789
Net change in unrealized appreciation (depreciation)		(117,581	)		15,281
Net increase (decrease) in net assets resulting from operations		(104,447	)		39,313
Stockholder distributions:
Distributions from distributable earnings		(21,176	)		(21,108	)
Net decrease in net assets resulting from stockholder distributions		(21,176	)		(21,108	)

Total increase (decrease) in net assets		(125,623	)		18,205
Net assets at beginning of period		1,018,400			1,001,629
Net assets at end of period	$	892,777		$	1,019,834

Net asset value per common share	$	17.29		$	19.81
Common stock outstanding at end of period		51,649,812			51,482,137

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(104,447	)	$	39,313
Adjustments to reconcile net increase in net assets from
operations to net cash used in operating activities:
Purchases of investments		(275,880	)		(370,322	)
Proceeds from principal payments and sales of investments		190,565			153,616
Net realized loss from investments		10,456			850
Net realized (gain) loss on foreign currency transactions		415			(6	)
Net change in unrealized (appreciation) depreciation on forward currency exchange contracts		(13,121	)		3,283
Net change in unrealized (appreciation) depreciation on investments		130,493			(18,762	)
Net change in unrealized depreciation on foreign currency translation		209			198
Increase in investments due to PIK		(241	)		(101	)
Accretion of discounts and amortization of premiums		(1,296	)		(839	)
Amortization of deferred financing costs and debt issuance costs		641			311
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts		(392	)		(400	)
Interest receivable on investments		7,326			(1,723	)
Prepaid insurance		-			2
Dividend receivable		(1,444	)		(441	)
Other assets		-			(3,701	)
Interest payable		(4,112	)		261
Collateral payable on forward currency exchange contracts		142			-
Base management fee payable		8,726			1,551
Incentive fee payable		-			(1,197	)
Accounts payable and accrued expenses		567			1,024
Net cash used in operating activities		(51,393	)		(197,083	)

Cash flows from financing activities
Borrowings on debt		333,272			465,929
Repayments on debt		(252,936	)		(186,000	)
Payments of financing costs		(1,250	)		(124	)
Payments of offering costs		-			(89	)
Stockholder distributions paid		(21,176	)		(21,108	)
Net cash provided by financing activities		57,910			258,608

Net increase in cash, foreign cash, restricted cash and cash equivalents		6,517			61,525
Effect of foreign currency exchange rates		(897	)		(167	)
Cash, foreign cash, restricted cash and cash equivalents, beginning of period		68,846			33,271
Cash, foreign cash, restricted cash and cash equivalents, end of period	$	74,466		$	94,629

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	21,347		$	9,974

	As of March 31,		As of March 31,
	2020		2019
Cash	$	55,128	$	79,141
Restricted cash		18,706		14,009
Foreign cash		632		1,479
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows	$	74,466	$	94,629

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of March 31, 2020

(In thousands)

(unaudited)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index ⁽¹⁾		Interest Rate			Maturity Date		Principal/Shares ⁽⁹⁾		Cost			Market Value			% of NAV ⁽⁴⁾
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. ^{(18) (19) (21)}	Second Lien Senior Secured Loan		L+ 8.25%		9.32	%		10/9/2026	$	6,540		6,481			5,069
		Forming & Machining Industries Inc. ^{(12) (18) (29)}	First Lien Senior Secured Loan		L+ 4.00%		5.07	%		10/9/2025	$	16,735		16,611			13,221
		GSP Holdings, LLC ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.81	%		11/6/2025	$	36,177		35,858			34,187
		GSP Holdings, LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.60	%		11/6/2025	$	4,534		4,491			4,284
		Kellstrom Aerospace Group, Inc ^{(14) (19) (25)}	Equity Interest		-		-			-		1		1,963			1,313
		Kellstrom Commercial Aerospace, Inc. ^{(2) (3) (5) (18) (19)}	First Lien Senior Secured Loan - Delayed Draw		-		-			7/1/2025	$	-		(34	)		(96	)
		Kellstrom Commercial Aerospace, Inc. ^{(15) (19) (21) (26)}	First Lien Senior Secured Loan - Revolver		P+ 4.50%		7.49	%		7/1/2025	$	6,398		6,284			6,238
		Kellstrom Commercial Aerospace, Inc. ^{(12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.91	%		7/1/2025	$	33,864		33,247			33,017
		Novetta, LLC ^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.00	%		10/17/2022	$	6,564		6,487			5,852
		Precision Ultimate Holdings, LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1,417		1,417			1,048
		Salient CRGT, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 6.50%		7.57	%		2/28/2022	$	12,633		12,665			10,422
		WCI-HSG HOLDCO, LLC ^{(14) (19) (25)}	Preferred Equity		-		-			-		675		675			953
		WCI-HSG Purchaser, Inc. ^{(15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.25%		5.26	%		2/24/2025	$	2,687		2,654			2,546
		WCI-HSG Purchaser, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.57	%		2/24/2025	$	17,734		17,518			16,803
		Whitcraft LLC ^{(3) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 6.00%		7.45	%		4/3/2023	$	1,450		1,432			1,432
		Whitcraft LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 6.00%		7.45	%		4/3/2023	$	40,486		40,086			40,082
		WP CPP Holdings, LLC. ^{(12) (15) (21) (29)}	Second Lien Senior Secured Loan		L+ 7.75%		9.53	%		4/30/2026	$	11,724		11,625			8,050
												Aerospace & Defense Total	$	199,460		$	184,421			20.7	%

	Automotive	CST Buyer Company ^{(3) (15) (19) (21)}	First Lien Senior Secured Loan - Revolver		L+ 5.00%		6.07	%		10/3/2025	$	1,314		1,285			1,281
		CST Buyer Company ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.82	%		10/3/2025	$	36,797		36,210			36,245
		JHCC Holdings, LLC ^{(2) (3) (5) (18) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw		-		-			9/9/2025	$	-		(39	)		(266	)
		JHCC Holdings, LLC ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		P+ 4.50%		10.00	%		9/9/2025	$	371		331			250
		JHCC Holdings, LLC ^{(7) (18) (19)}	First Lien Senior Secured Loan - Delayed Draw		P+ 4.50%		7.75	%		9/9/2025	$	2,238		2,230			2,143
		JHCC Holdings, LLC ^{(7) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.36	%		9/9/2025	$	29,602		29,200			28,344
												Automotive Total	$	69,217		$	67,997			7.6	%

	Banking	Green Street Parent, LLC ^{(3) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.45	%		8/27/2025	$	1,210		1,166			1,028
		Green Street Parent, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 5.25%		6.32	%		8/27/2026	$	14,444		14,174			13,360
												Banking Total	$	15,340		$	14,388			1.6	%

	Beverage, Food & Tobacco	NPC International, Inc. ^{(12) (15) (21) (33)}	Second Lien Senior Secured Loan		L+ 7.50%		9.28	%		4/18/2025	$	9,159		9,189			235
		NPC International, Inc. ^{(15) (33)}	First Lien Senior Secured Loan		L+ 3.50%		5.28	%		4/19/2024	$	4,937		4,961			2,117
		NPC International, Inc. ^{(19) (32)}	First Lien Senior Secured Loan		L+ 10.00%		11.50	%		1/21/2021	$	389		365			389
												Beverage, Food & Tobacco Total	$	14,515		$	2,741			0.3	%

	Capital Equipment	Dorner Manufacturing Corp. ^{(2) (3) (5) (15) (19)}	First Lien Senior Secured Loan - Revolver		-		-			3/15/2022	$	-		(11	)		(11	)
		Dorner Manufacturing Corp. ^{(12) (15) (19)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		3/15/2023	$	7,672		7,556			7,595
		East BCC Coinvest II,LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1,419		1,419			1,030
		Electronics For Imaging, Inc. ^{(12) (18) (19) (21) (29)}	Second Lien Senior Secured Loan		L+ 9.00%		10.45	%		7/23/2027	$	13,070		12,271			11,599
		Engineered Controls International, LLC ^{(12) (19) (21) (29) (32)}	First Lien Senior Secured Loan		L+ 7.00%		8.50	%		11/5/2024	$	33,389		32,690			32,638
		EXC Holdings III Corp. ^{(12) (15) (21) (29)}	Second Lien Senior Secured Loan		L+ 7.50%		9.41	%		12/1/2025	$	8,241		8,252			6,484
		FCG Acquisitions, Inc. ^{(14) (19) (25)}	Preferred Equity		-		-			-		4		4,251			6,381
		FFI Holdings I Corp ^{(7) (15) (19) (30)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		6.96	%		1/24/2025	$	5,432		5,365			5,310
		FFI Holdings I Corp ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		7.25	%		1/24/2025	$	68,927		68,383			67,376
		Tidel Engineering, L.P. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.25%		5.25	%		3/1/2023	$	2,833		2,833			2,833
		Tidel Engineering, L.P. ^{(7) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 6.25%		7.70	%		3/1/2024	$	37,835		37,835			37,268
		Velvet Acquisition B.V. ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan		EURIBOR+ 8.00%		8.00	%		4/17/2026	€	6,013		7,328			6,597
												Capital Equipment Total	$	188,172		$	185,100			20.7	%

	Chemicals, Plastics & Rubber	AP Plastics Group, LLC ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.00%		5.00	%		8/2/2021	$	7,084		7,084			7,084
		AP Plastics Group, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 5.25%		6.83	%		8/1/2022	$	19,856		19,593			19,558
		Niacet b.v. ^{(15) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 4.50%		5.50	%		2/1/2024	€	3,680		3,945			3,957
		Plaskolite, Inc. ^{(15) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.25	%		12/15/2025	$	3,126		3,080			2,728
												Chemicals, Plastics & Rubber Total	$	33,702		$	33,327			3.7	%

	Construction & Building	Chase Industries, Inc.^{(15) (19) (29)}	First Lien Senior Secured Loan - Delayed Draw		L+ 4.00%		4.99	%		5/12/2025	$	1,118		1,114			1,039
		Chase Industries, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.00% (1.5% PIK)		6.49	%		5/12/2025	$	11,826		11,779			10,999
		Elk Parent Holdings, LP ^{(14) (19) (25)}	Equity Interest		-		-			-		1		12			-
		Elk Parent Holdings, LP ^{(14) (19) (25)}	Preferred Equity		-		-			-		120		1,202			939
		PP Ultimate Holdings B, LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1		1,352			1,539
		Profile Products LLC ^{(3) (7) (19) (31)}	First Lien Senior Secured Loan - Revolver		P+ 4.50%		7.75	%		12/20/2024	$	2,683		2,623			2,549
		Profile Products LLC ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.95	%		12/20/2024	$	36,444		35,821			35,168
		Regan Development Holdings Limited ^{(6) (17) (19)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	2,051		2,235			2,245
		Regan Development Holdings Limited ^{(6) (17) (19)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	665		755			728
		Regan Development Holdings Limited ^{(6) (17) (19)}	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	6,226		6,714			6,797
		YLG Holdings, Inc. ^{(2) (3) (15) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw		-		-			10/31/2025	$	-		-			(167	)
		YLG Holdings, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		6.75	%		10/31/2025	$	7,691		7,611			7,413
		YLG Holdings, Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		7.51	%		10/31/2025	$	38,765		38,416			37,505
												Construction & Building Total	$	109,634		$	106,754			12.0	%

	Consumer Goods: Durable	New Milani Group LLC ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.45	%		6/6/2024	$	17,056		16,931			16,459
		TLC Holdco LP ^{(14) (19) (25)}	Equity Interest		-		-			-		1,188		1,186			956
		TLC Purchaser, Inc. ^{(2) (3) (5) (19)}	First Lien Senior Secured Loan - Delayed Draw		-		-			10/13/2025	$	-		(66	)		(303	)
		TLC Purchaser, Inc. ^{(3) (19) (21)}	First Lien Senior Secured Loan - Revolver		P+ 4.75%		8.00	%		10/13/2025	$	7,832		7,668			7,454
		TLC Purchaser, Inc. ^{(12) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		6.75	%		10/13/2025	$	42,615		41,813			40,804
												Consumer Goods: Durable Total	$	67,532		$	65,370			7.3	%

	Consumer Goods: Non-Durable	FineLine Technologies, Inc. ^{(19) (21) (31)}	First Lien Senior Secured Loan - Revolver		P+ 3.25%		6.50	%		11/4/2022	$	2,621		2,602			2,581
		FineLine Technologies, Inc. ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.62	%		11/4/2022	$	31,305		31,155			30,835
		MND Holdings III Corp ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 3.50%		4.95	%		6/19/2024	$	10,696		10,712			9,413
		RoC Opco LLC^{(15) (19) (21)}	First Lien Senior Secured Loan - Revolver		L+ 7.25%		8.20	%		2/25/2025	$	10,241		10,073			10,241
		RoC Opco LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 7.25%		8.70	%		2/25/2025	$	40,793		39,924			40,793
		Solaray, LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 6.50%		7.98	%		9/11/2023	$	14,536		14,536			13,773
		Solaray, LLC ^{(3) (7) (15) (19) (34)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		6.19	%		9/9/2022	$	12,127		12,086			12,127
		Solaray, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 6.50%		8.26	%		9/11/2023	$	42,500		42,500			40,269
		WU Holdco, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.50%		7.19	%		3/26/2026	$	5,630		5,572			5,363
		WU Holdco, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.72	%		3/26/2025	$	3,918		3,865			3,731
		WU Holdco, Inc. ^{(7) (15) (21) (19)}	First Lien Senior Secured Loan		L+ 5.50%		6.99	%		3/26/2026	$	39,619		38,862			37,737
												Consumer Goods: Non-Durable Total	$	211,887		$	206,863			23.2	%

	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan		L+ 7.75%		8.74	%		7/22/2027	$	11,870		11,642			11,485
												Containers, Packaging, & Glass Total	$	11,642		$	11,485			1.3	%

	Energy: Electricity	Infinite Electronics International Inc. ^{(12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 4.00%		4.99	%		7/2/2025	$	19,702		19,690			18,471
		Infinite Electronics International Inc. ^{(18) (19) (21)}	Second Lien Senior Secured Loan		L+ 8.00%		8.94	%		7/2/2026	$	2,480		2,434			2,313
												Energy: Electricity Total	$	22,124		$	20,784			2.3	%

	Energy: Oil & Gas	Amspec Services, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.75%		6.20	%		7/2/2024	$	5,553		5,503			5,553
		Amspec Services, Inc. ^{(7) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 5.75%		7.20	%		7/2/2024	$	43,988		43,515			42,888
		Blackbrush Oil & Gas, L.P. ^{(12) (15) (21) (29) (33)}	First Lien Senior Secured Loan		L+ 8.00%		9.89	%		2/9/2024	$	32,075		31,585			23,736
												Energy: Oil & Gas Total	$	80,603		$	72,177			8.1	%

	Environmental Industries	Adler & Allan Group Limited ^{(6) (17) (19) (21) (22)}	First Lien Last Out		GBP LIBOR+ 8.25% (2% PIK)		10.92	%		9/30/2022	£	13,279		16,821			16,258
												Environmental Industries Total	$	16,821		$	16,258			1.8	%

	FIRE: Finance	Allworth Financial Group, L.P. ^{(2) (3) (5) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		-		-			12/31/2025	$	-		(23	)		(24	)
		Allworth Financial Group, L.P. ^{(7) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.95	%		12/31/2025	$	15,032		14,888			14,881
												FIRE: Finance Total	$	14,865		$	14,857			1.7	%


	FIRE: Insurance	Ivy Finco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.27	%		5/19/2025	£	7,217		8,957			8,769
		Ivy Finco Limited ^{(3) (6) (18) (19)}	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.47	%		5/19/2025	£	4,862		5,985			5,852
		Margaux Acquisition Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 6.00%		7.41	%		12/19/2024	$	2,180		2,023			1,691
		Margaux Acquisition, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.50	%		12/19/2024	$	2,873		2,816			2,722
		Margaux Acquisition Inc. ^{(7) (12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 5.50%		7.41	%		12/19/2024	$	28,844		28,342			27,329
		Margaux UK Finance Limited ^{(3) (6) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		GBP LIBOR+ 5.50%		6.50	%		12/19/2024	£	495		567			596
		Margaux UK Finance Limited ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 5.50%		6.50	%		12/19/2024	£	7,687		9,850			9,244
												FIRE: Insurance Total	$	58,540		$	56,203			6.3	%

	FIRE: Real Estate	Spectre (Carrisbrook House) Limited ^{(6) (15) (19)}	First Lien Senior Secured Loan		EURIBOR+ 7.50%		8.50	%		8/9/2021	€	9,300		10,805			10,024
												FIRE: Real Estate Total	$	10,805		$	10,024			1.1	%

	Forest Products & Paper	Solenis International LLC ^{(18) (21)}	Second Lien Senior Secured Loan		L+ 8.50%		10.11	%		6/26/2026	$	10,601		10,309			7,367
												Forest Products & Paper Total	$	10,309		$	7,367			0.8	%

	Healthcare & Pharmaceuticals	CB Titan Holdings, Inc. ^{(14) (19) (25)}	Preferred Equity		-		-			-		1,953		1,953			1,738
		CPS Group Holdings, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver		P+ 4.50%		7.75	%		3/3/2025	$	4,934		4,861			4,847
		CPS Group Holdings, Inc. ^{(7) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.50%		6.95	%		3/3/2025	$	55,765		55,269			54,790
		Datix Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan - Revolver		GBP LIBOR+ 4.50%		5.22	%		10/28/2024	£	973		1,152			1,182
		Datix Bidco Limited ^{(6) (18) (19) (21)}	Second Lien Senior Secured Loan		GBP LIBOR+ 7.75%		8.63	%		4/27/2026	£	12,134		16,317			14,705
		Datix Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		BBSW+ 4.50%		5.50	%		4/28/2025		AUD 4,212		3,206			2,519
		Golden State Buyer, Inc. ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 4.75%		5.74	%		6/22/2026	$	15,191		15,052			14,432
		Great Expressions Dental Centers PC ^{(15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.75% (0.5% PIK)		6.32	%		9/28/2022	$	1,173		1,160			939
		Great Expressions Dental Centers PC ^{(12) (15) (19)}	First Lien Senior Secured Loan		L+ 5.25%		7.17	%		9/28/2023	$	7,662		7,544			6,125
		Island Medical Management Holdings, LLC^{(15) (19) (29)}	First Lien Senior Secured Loan		L+ 6.50%		7.95	%		9/1/2022	$	9,134		9,053			8,220
		Medical Depot Holdings, Inc. ^{(12) (15) (21)}	First Lien Senior Secured Loan		L+ 7.50%		8.95	%		1/3/2023	$	16,271		15,105			9,971
		Mendel Bidco, Inc. ^{(18) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 4.50%		4.50	%		6/17/2027	€	10,033		11,141			10,732
		Mendel Bidco, Inc. ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.77	%		6/17/2027	$	19,966		19,505			19,467
		Mertus 522. GmbH ^{(6) (18) (19)}	First Lien Senior Secured Loan - Delayed Draw		EURIBOR+ 5.75%		5.75	%		5/28/2026	€	13,131		14,092			14,118
		Mertus 522. GmbH ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 5.75%		5.75	%		5/28/2026	€	22,468		24,559			24,157
		TecoStar Holdings, Inc. ^{(12) (15) (19) (21) (29)}	Second Lien Senior Secured Loan		P+ 7.50%		10.75	%		11/1/2024	$	9,472		9,293			9,188
		U.S. Anesthesia Partners, Inc. ^{(12) (15) (19) (21)}	Second Lien Senior Secured Loan		L+ 7.25%		8.24	%		6/23/2025	$	16,520		16,344			12,473
												Healthcare & Pharmaceuticals Total	$	225,606		$	209,603			23.5	%

	High Tech Industries	AMI US Holdings Inc. ^{(3) (6) (12) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.45	%		4/1/2024	$	1,605		1,576			1,561
		AMI US Holdings Inc. ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.25%		6.83	%		4/1/2025	$	13,124		12,894			12,796
		Appriss Holdings, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.49	%		5/30/2025	$	2,329		2,271			2,164
		Appriss Holdings, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan		L+ 5.50%		6.49	%		5/29/2026	$	48,753		48,171			47,047
		CB Nike IntermediateCo Ltd ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan - Revolver		L+ 5.00%		6.45	%		10/31/2025	$	4,428		4,345			4,328
		CB Nike IntermediateCo Ltd ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.78	%		10/31/2025	$	35,334		34,672			34,539
		CMI Marketing Inc ^{(3) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		5.50	%		5/24/2023	$	1,408		1,395			1,408
		CMI Marketing Inc ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.50	%		5/24/2024	$	15,217		15,104			15,217
		Drilling Info Holdings, Inc ^{(12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.24	%		7/30/2025	$	22,552		22,479			20,748
		Element Buyer, Inc. ^{(3) (7) (19) (27)(31)}	First Lien Senior Secured Loan - Delayed Draw		P+ 4.25%		8.45	%		7/18/2025	$	9,010		9,057			8,785
		Element Buyer, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.25	%		7/19/2024	$	4,250		4,189			4,165
		Element Buyer, Inc. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 5.25%		6.25	%		7/18/2025	$	37,677		37,992			36,923
		Everest Bidco ^{(6) (15) (19) (21)}	Second Lien Senior Secured Loan		GBP LIBOR+ 7.50%		8.10	%		7/3/2026	£	10,216		13,105			12,223
		MeridianLink, Inc. ^{(15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.00%		5.07	%		5/30/2025	$	1,820		1,801			1,711
		MRI Software LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 5.50%		6.57	%		2/10/2026	$	22,469		22,364			22,132
		MRI Software LLC ^{(2) (3) (5) (15) (19) (28)}	First Lien Senior Secured Loan - Delayed Draw		-		-			2/10/2026	$	-		(44	)		(39	)
		MRI Software LLC ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.57	%		2/10/2026	$	891		932			864
		Netsmart Technologies, Inc. ^{(15) (21)}	Second Lien Senior Secured Loan		L+ 7.50%		8.95	%		10/19/2023	$	2,749		2,749			2,234
		nThrive, Inc. ^{(15) (19) (21)}	Second Lien Senior Secured Loan		L+ 9.75%		10.75	%		4/20/2023	$	8,000		7,987			6,940
		Park Place Technologies ^{(15) (21)}	Second Lien Senior Secured Loan		L+ 8.00%		9.00	%		3/30/2026	$	6,733		6,686			6,607
		Symplr Software, Inc. ^{(7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.60	%		11/30/2023	$	4,965		4,913			4,679
		Symplr Software, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan		L+ 5.50%		6.57	%		11/28/2025	$	60,906		60,087			57,404
		Utimaco, Inc. ^{(6) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 4.50%		6.42	%		8/9/2027	$	14,850		14,504			14,478
		Ventiv Topco, Inc. ^{(14) (19) (25)}	Equity Interest		-		-			-		28		2,833			2,633
		Ventiv Holdco, Inc. ^{(3) (7) (18) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.50%		6.25	%		9/3/2025	$	426		378			255
		Ventiv Holdco, Inc. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 5.50%		6.57	%		9/3/2025	$	24,238		23,899			23,027
		VPARK BIDCO AB ^{(6) (16)(19) (21)}	First Lien Senior Secured Loan		CIBOR+ 4.00%		4.75	%		3/10/2025		DKK 56,999		9,166			8,274
		VPARK BIDCO AB ^{(6) (16) (19) (21)}	First Lien Senior Secured Loan		NIBOR+ 4.00%		4.99	%		3/10/2025		NOK 74,020		9,198			6,971
		Zywave, Inc. ^{(15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.00%		6.00	%		11/17/2022	$	1,279		1,271			1,269
		Zywave, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.78	%		11/17/2022	$	17,326		17,245			17,196
												High Tech Industries Total	$	393,219		$	378,539			42.4	%

	Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. ^{(12) (18) (19) (21) (29)}	Second Lien Senior Secured Loan		L+ 7.50%		9.08	%		2/1/2027	$	20,193		19,665			17,467
		Captain D's LLC ^{(3) (19) (31)}	First Lien Senior Secured Loan - Revolver		P+ 3.50%		6.75	%		12/15/2023	$	1,393		1,376			1,186
		Captain D's LLC ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.50	%		12/15/2023	$	13,114		13,022			11,704
		Quidditch Acquisition, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 7.00%		8.45	%		3/21/2025	$	18,977		18,959			16,510
												Hotel, Gaming & Leisure Total	$	53,022		$	46,867			5.3	%

	Media: Advertising, Printing & Publishing	A-L Parent LLC ^{(12) (15) (19) (21)}	Second Lien Senior Secured Loan		L+ 7.25%		8.25	%		12/2/2024	$	4,050		4,021			2,633
		Ansira Holdings, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 5.75%		6.98	%		12/20/2022	$	2,929		2,920			2,296
		Ansira Holdings, Inc. ^{(15) (19) (24)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		7.27	%		12/20/2022	$	7,084		7,084			7,084
		Ansira Holdings, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 5.75%		7.36	%		12/20/2022	$	35,785		35,704			30,686
		Cruz Bay Publishing, Inc. ^{(3) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		P+ 5.00%		8.25	%		5/4/2020	$	864		860			864
		Cruz Bay Publishing ^{(15) (19)}	First Lien Senior Secured Loan - Revolver		P+ 3.00%		6.25	%		5/4/2020	$	2,833		2,833			2,833
		Cruz Bay Publishing, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan		P+ 4.75%		8.00	%		5/4/2020	$	4,753		4,753			4,753
		Cruz Bay Publishing, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan		P+ 5.75%		9.00	%		5/4/2020	$	1,587		1,587			1,587
												Media: Advertising, Printing & Publishing Total	$	59,762		$	52,736			5.9	%

	Media: Broadcasting & Subscription	Vital Holdco Limited ^{(6) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.25%		7.03	%		5/29/2026	$	35,357		34,579			34,650
		Vital Holdco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 5.25%		5.25	%		5/29/2026	€	7,917		8,620			8,512
												Media: Broadcasting & Subscription Total	$	43,199		$	43,162			4.8	%

	Media: Diversified & Production	Efficient Collaborative Retail Marketing Company, LLC ^{(3) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.25	%		6/15/2022	$	2,267		2,267			2,267
		Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 6.75%		7.82	%		6/15/2022	$	15,095		15,176			14,566
		Efficient Collaborative Retail Marketing Company, LLC ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 6.75%		7.82	%		6/15/2022	$	9,788		9,840			9,445
		International Entertainment Investments Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 4.25%		5.11	%		5/31/2023	£	8,686		10,637			10,499
												Media: Diversified & Production Total	$	37,920		$	36,777			4.1	%

	Retail	Batteries Plus Holding Corporation ^{(3) (7) (19) (31)}	First Lien Senior Secured Loan - Revolver		P+ 5.75%		9.00	%		7/6/2022	$	3,540		3,540			3,519
		Batteries Plus Holding Corporation ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 6.75%		7.75	%		7/6/2022	$	28,749		28,749			28,606
												Retail Total	$	32,289		$	32,125			3.6	%

	Services: Business	AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan - Delayed Draw		L+ 4.25%		5.32	%		6/16/2025	$	3,884		3,877			2,884
		AMCP Clean Acquisition Company, LLC ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 4.25%		5.32	%		6/16/2025	$	16,052		16,023			11,919
		Comet Bidco Limited ^{(6) (18) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.73	%		9/30/2024	£	7,362		9,482			6,594
		Elevator Holdco Inc. ^{(14) (19) (25)}	Equity Interest		-		-			-		3		2,448			1,910
		Hightower Holding, LLC ^{(2) (3) (5) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		-		-			1/31/2025	$	-		(14	)		(266	)
		Hightower Holding, LLC ^{(12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.00	%		1/31/2025	$	34,503		34,355			33,123
		Refine Intermediate, Inc. ^{(3) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.75%		5.41	%		9/3/2026	$	1,019		758			756
		Refine Intermediate, Inc. ^{(15) (19) (21)}	First Lien Senior Secured Loan		L+ 4.75%		5.61	%		3/3/2027	$	21,894		21,350			21,347
		SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 8.00%		9.00	%		8/1/2024	€	15,957		17,673			17,200
		SumUp Holdings Luxembourg S.à.r.l. ^{(6) (15) (19) (21)}	First Lien Senior Secured Loan		EURIBOR+ 8.00%		9.00	%		8/1/2024	€	16,954		18,464			18,275
		TEI Holdings Inc. ^{(7) (19) (31)}	First Lien Senior Secured Loan - Revolver		L+ 6.00%		7.00	%		12/23/2025	$	4,528		4,482			4,211
		TEI Holdings Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 6.00%		7.20	%		12/23/2026	$	48,927		48,255			45,502
		Valet Waste Holdings, Inc ^{(12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 3.75%		4.74	%		9/29/2025	$	21,322		21,285			19,190
												Services: Business Total	$	198,438		$	182,645			20.5	%

	Services: Consumer	Pearl Intermediate Parent LLC ^{(18) (19) (29)}	Second Lien Senior Secured Loan		L+ 6.25%		7.24	%		2/13/2026	$	2,571		2,586			2,147
		Surrey Bidco Limited ^{(6) (17) (19) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 6.00%		6.69	%		5/11/2026	£	5,000		6,142			5,781
		Trafalgar Bidco Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.24	%		9/11/2024	£	6,011		7,733			7,192
		Zeppelin BidCo Pty Limited ^{(6) (18) (19) (21)}	First Lien Senior Secured Loan		BBSY+ 5.00%		5.94	%		6/28/2024		AUD 20,621		14,018			12,048
												Services: Consumer Total	$	30,479		$	27,168			3.0	%

	Telecommunications	Conterra Ultra Broadband Holdings, Inc. ^{(18) (19) (29)}	First Lien Senior Secured Loan		L+ 4.50%		5.49	%		4/30/2026	$	6,434		6,405			5,662
		Horizon Telcom, Inc. ^{(3) (12) (15) (19) (29)}	First Lien Senior Secured Loan - Delayed Draw		L+ 4.75%		6.22	%		6/15/2023	$	930		916			904
		Horizon Telcom, Inc. ^{(15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.75%		5.75	%		6/15/2023	$	116		114			114
		Horizon Telcom, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan		L+ 4.75%		6.33	%		6/15/2023	$	13,695		13,553			13,489
		Masergy Holdings, Inc. ^{(15) (29)}	Second Lien Senior Secured Loan		L+ 7.50%		8.56	%		12/16/2024	$	857		862			710
												Telecommunications Total	$	21,850		$	20,879			2.3	%

	Transportation: Cargo	A&R Logistics, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 5.75%		6.75	%		5/5/2025	$	4,941		4,834			4,743
		A&R Logistics, Inc. ^{(7) (12) (15) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 5.75%		7.66	%		5/5/2025	$	43,865		43,059			42,440
		A&R Logistics, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 5.75%		7.66	%		5/5/2025	$	2,467		2,420			2,387
		A&R Logistics, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan		L+ 5.75%		7.45	%		5/5/2025	$	6,080		5,995			5,883
		ARL Holdings, LLC. ^{(14) (19) (25)}	Equity Interest		-		-			-		-		446			485
		ARL Holdings, LLC. ^{(14) (19) (25)}	Equity Interest		-		-			-		9		9			6
		ENC Holding Corporation ^{(12) (18) (19) (29)}	First Lien Senior Secured Loan		L+ 4.00%		5.45	%		5/30/2025	$	10,247		10,235			9,325
		Grammer Investment Holdings LLC ^{(14) (19) (25)}	Equity Interest		-		-			-		1,011		1,011			596
		Grammer Investment Holdings LLC ^{(19) (25)}	Preferred Equity		10% PIK		10.00	%		-		7		679			694
		Grammer Investment Holdings LLC ^{(14) (19) (25)}	Warrants		-		-			-		122		-			-
		Grammer Purchaser, Inc. ^{(3) (15) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		5.75	%		9/30/2024	$	368		371			357
		Grammer Purchaser, Inc. ^{(12) (15) (19) (29)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		6.12	%		9/30/2024	$	10,180		10,017			10,078
		Omni Logistics, LLC ^{(15) (19)}	Subordinated Debt		L+ 11.50%		12.50	%		1/19/2024	$	15,000		14,763			15,000
		PS HoldCo, LLC ^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 4.75%		5.75	%		3/13/2025	$	23,218		23,206			21,477
												Transportation: Cargo Total	$	117,045		$	113,471			12.7	%

	Transportation: Consumer	Direct Travel, Inc. ^{(7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 6.50%		7.95	%		12/1/2021	$	1,467		1,389			893
		Direct Travel, Inc. ^{(3) (7) (15) (19)}	First Lien Senior Secured Loan - Delayed Draw		L+ 6.50%		8.08	%		12/1/2021	$	2,913		2,913			2,716
		Direct Travel, Inc. ^{(15) (21) (19)}	First Lien Senior Secured Loan - Revolver		L+ 4.50%		5.55	%		12/1/2021	$	4,250		4,250			3,963
		Direct Travel, Inc. ^{(7) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 6.50%		7.50	%		12/1/2021	$	49,540		49,540			46,196
		Toro Private Holdings III, Ltd ^{(6) (12) (18) (19) (29)}	Second Lien Senior Secured Loan		L+ 9.00%		10.07	%		5/28/2027	$	8,998		8,514			6,524
		Toro Private Investments II, L.P. ^{(6) (14) (19) (25)}	Equity Interest		-		-			-		3,090		3,090			1,051
												Transportation: Consumer Total	$	69,696		$	61,343			6.9	%


	Wholesale	Abracon Group Holding, LLC. ^{(14) (19) (25)}	Equity Interest		-		-			-		2		1,833			770
		Abracon Group Holding, LLC. ^{(2) (3) (5) (7) (15) (19)}	First Lien Senior Secured Loan - Revolver		-		-			7/18/2024	$	-		(31	)		(163	)
		Abracon Group Holding, LLC. ^{(7) (13) (15) (19) (21)}	First Lien Senior Secured Loan		L+ 6.00%		7.45	%		7/18/2024	$	36,002		35,844			33,932
		Aramsco, Inc. ^{(3) (7) (18) (19) (23)}	First Lien Senior Secured Loan - Revolver		L+ 5.25%		6.84	%		8/28/2024	$	1,806		1,766			1,603
		Aramsco, Inc. ^{(7) (18) (19) (21)}	First Lien Senior Secured Loan		L+ 5.25%		6.25	%		8/28/2024	$	24,226		23,856			22,773
		Armor Group, LP ^{(14) (19) (25)}	Equity Interest		-		-			-		10		1,012			1,081
		PetroChoice Holdings, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.78	%		8/19/2022	$	9,922		9,849			8,335
		PetroChoice Holdings, Inc. ^{(12) (15) (29)}	First Lien Senior Secured Loan		L+ 5.00%		6.78	%		8/19/2022	$	6,565		6,446			5,515
												Wholesale Total	$	80,575		$	73,846			8.3	%
												Non-Controlled/Non-Affiliate Investments Total	$	2,498,268		$	2,355,277			263.8	%

Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC ^{(10) (14) (19) (25)}	Equity Interest		-		-			-		6,720		6,720			6,720
												Beverage, Food & Tobacco Total	$	6,720		$	6,720			0.8	%
												Non-Controlled/Affiliate Investments Total	$	6,720		$	6,720			0.8	%

Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC ^{(10) (11) (19) (25)}	Preferred Equity		-		16.00	%		-		10,828		10,824			10,828
		Air Comm Corporation LLC ^{(10) (11) (12) (18) (19) (21) (29)}	First Lien Senior Secured Loan		L+ 6.50%		7.95	%		6/30/2025	$	27,229		26,478			26,616
		BCC Jetstream Holdings Aviation (Off I), LLC ^{(6) (10) (11) (19) (20) (21) (25)}	Equity Interest		-		-			-		11,863		11,863			12,724
		BCC Jetstream Holdings Aviation (On II), LLC ^{(10) (11) (19) (20) (21) (25)}	Equity Interest		-		-			-		1,116		1,116			1,638
		BCC Jetstream Holdings Aviation (On II), LLC ^{(10) (11) (19) (20)(21)}	First Lien Senior Secured Loan		-		10.00	%		6/2/2022	$	6,363		6,363			6,363
		Gale Aviation (Offshore) Co ^{(6) (10) (11) (19) (21) (25)}	Equity Interest		-		-			-	$	63,602		63,602			64,367
												Aerospace & Defense Total	$	120,246		$	122,536			13.7	%
												Controlled Affiliate Investments Total	$	120,246		$	122,536			13.7	%
												Investments Total	$	2,625,234		$	2,484,533			278.3	%

Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class ⁽³⁵⁾	Cash Equivalents		-		0.33	%		-	$	41,168		41,168			41,168
												Cash Equivalents Total	$	41,168		$	41,168			4.6	%
												Investments and Cash Equivalents Total	$	2,666,402		$	2,525,701			282.9	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation) ⁽⁸⁾
US DOLLARS 11,874	EURO 10,300	Bank of New York Mellon	6/15/2020	$	535
US DOLLARS 14,394	POUND STERLING 10,740	Bank of New York Mellon	9/21/2020		1,067
POUND STERLING 10,740	US DOLLARS 8,192	Bank of New York Mellon	9/21/2020		(474	)
US DOLLARS 2,705	EURO 2,410	Citibank	6/10/2020		52
US DOLLARS 9,338	EURO 8,320	Citibank	6/15/2020		179
US DOLLARS 3,710	EURO 3,400	Citibank	6/15/2020		(33	)
US DOLLARS 412	POUND STERLING 310	Citibank	9/23/2020		28
US DOLLARS 7,609	EURO 6,840	Citibank	3/26/2021		14
US DOLLARS 7,214	NORWEGIAN KRONE 74,020	Goldman Sachs	6/10/2020		151
US DOLLARS 16,897	AUSTRALIAN DOLLARS 24,180	Goldman Sachs	6/15/2020		2,093
US DOLLARS 8,885	DANISH KRONE 57,000	Goldman Sachs	6/15/2020		478
US DOLLARS 83,784	EURO 72,370	Goldman Sachs	6/15/2020		4,111
US DOLLARS 103,311	POUND STERLING 79,785	Goldman Sachs	6/15/2020		4,365
US DOLLARS 3,777	POUND STERLING 2,910	Goldman Sachs	6/15/2020		(168	)
US DOLLARS 11,793	EURO 10,170	Goldman Sachs	3/9/2021		505
				$	12,903

(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), the Bank Bill Swap Rate ("BBSW"), the Bank Bill Swap Bid Rate ("BBSY"), or the Prime Rate (“Prime” or "P") and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at March 31, 2020. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime interest rate floor.

(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4) Percentages are based on the Company’s net assets of $892,777 as of March 31, 2020.

(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2020, non-qualifying assets totaled 16.4% of the Company’s total assets.

(7) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6 "Debt".

(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.

(10) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.

(11) As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12) Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6 "Debt".

(13) $91 of the total par amount for this security is at P+ 5.00%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21) Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 "Debt".

(22) The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(23) $847 of the total par amount for this security is at P+ 4.25%.

(24) $1,643 of the total par amount for this security is at P+ 4.75%.

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2019, the aggregate fair value of these

securities is $121,400 or 13.60% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment		Acquisition Date
BCC Jetstream Holdings Aviation (On II), LLC - Equity Interest		6/1/2017
BCC Jetstream Holdings Aviation (Off I), LLC - Equity Interest		6/1/2017
CB Titan Holdings, Inc. - Preferred Equity		11/14/2017
Abracon Group Holding, LLC. - Equity Interest		7/18/2018
Armor Group, LP - Equity Interest		8/28/2018
Grammer Investment Holdings LLC - Warrants		10/1/2018
Grammer Investment Holdings LLC - Equity Interest		10/1/2018
Grammer Investment Holdings LLC - Preferred Equity		10/1/2018
ADT Pizza, LLC - Equity Interest		10/29/2018
PP Ultimate Holdings B, LLC - Equity Interest		12/20/2018
FCG Acquisitions, Inc. - Preferred equity		1/24/2019
WCI-HSG HOLDCO, LLC - Preferred equity		2/22/2019
Toro Private Investments II, L.P. - Equity Interest		3/19/2019
ARL Holdings, LLC. - Equity Interest		5/3/2019
ARL Holdings, LLC. - Equity Interest		5/3/2019
ACC Holdco, LLC. - Equity Interest		6/28/2019
Kellstrom Aerospace Group, Inc - Equity Interest		7/1/2019
East BCC Coinvest II,LLC - Equity Interest		7/23/2019
Gale Aviation (Offshore) Co - Equity Interest		8/2/2019
Ventiv Topco, Inc. - Equity Interest		9/3/2019
TLC Holdco LP - Equity Interest		10/11/2019
Elk Parent Holdings, LP - Equity Interest		11/1/2019
Elk Parent Holdings, LP - Preferred equity		11/1/2019
Precision Ultimate Holdings, LLC - Equity Interest		11/6/2019
Elevator Holdco Inc. - Equity Interest		12/23/2019

(26) $1,152 of the total par amount for this security is at L+5.50%.

(27) $3,343 of the total par amount for this security is at L+ 5.25%.

(28) Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution Holdco LLC. See Note 6 "Debt".

(29) Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See Note 6 "Debt".

(30) $136 of the total par amount for this security is at P+ 4.75%.

(31) Loan includes interest rate floor of 2.00%.

(32) Loan includes interest rate floor of 1.50%.

(33) Asset has been placed on non-accrual.

(34) $850 of the total par amount for this security is at P+ 3.50%.

(35) Cash equivalents include $18,706 of restricted cash.

Bain Capital Specialty Finance, Inc.

Consolidated Schedule of Investments

As of December 31, 2019

(In thousands)

Control Type	Industry	Portfolio Company	Investment Type	Spread Above Index ⁽¹⁾		Interest Rate			Maturity Date		Principal/Shares ⁽⁹⁾		Cost			Market Value			% of NAV ⁽⁴⁾
Non-Controlled/Non-Affiliate Investments
	Aerospace & Defense	Forming & Machining Industries Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.25%		10.19	%		10/9/2026	$	6,540		6,480			6,278
		Forming & Machining Industries Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.94	%		10/9/2025	$	16,778		16,648			16,275
		GSP Holdings, LLC ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.39	%		11/6/2025	$	36,268		35,917			35,542
		GSP Holdings, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.50%		7.29	%		11/6/2025	$	227		182			136
		Kellstrom Aerospace Group, Inc ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1		1,963			1,911
		Kellstrom Commercial Aerospace, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			7/1/2025	$	-		(35	)		(77	)
		Kellstrom Commercial Aerospace, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁶⁾	First Lien Senior Secured Loan - Revolver		L+ 5.00%		8.35	%		7/1/2025	$	5,758		5,639			5,630
		Kellstrom Commercial Aerospace, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		7.10	%		7/1/2025	$	33,949		33,304			33,270
		Novetta, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.80	%		10/17/2022	$	6,581		6,497			6,484
		Precision Ultimate Holdings, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,417		1,417			1,417
		Salient CRGT, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.50%		8.29	%		2/28/2022	$	12,723		12,770			12,087
		TCFI Aevex LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 6.25%		8.20	%		5/13/2025	$	2,627		2,571			2,627
		TCFI Aevex LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.24	%		5/13/2025	$	38,515		37,854			38,515
		WCI-HSG HOLDCO, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity		-		-			-		675		675			968
		WCI-HSG Purchaser, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 4.25%		6.04	%		2/24/2025	$	403		369			396
		WCI-HSG Purchaser, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.30	%		2/24/2025	$	17,779		17,551			17,735
		WP CPP Holdings, LLC. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 7.75%		9.68	%		4/30/2026	$	11,724		11,620			11,584
												Aerospace & Defense Total	$	191,422		$	190,778			18.7	%
	Automotive	CST Buyer Company ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			10/3/2025	$	-		(31	)		-
		CST Buyer Company ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.55	%		10/3/2025	$	36,890		36,286			36,890
		JHCC Holdings, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			9/9/2025	$	-		(40	)		(43	)
		JHCC Holdings, LLC ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 4.50%		10.00	%		9/9/2025	$	1,013		972			999
		JHCC Holdings, LLC ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.21	%		9/9/2025	$	29,676		29,335			29,528
												Automotive Total	$	66,522		$	67,374			6.6	%
	Banking	Green Street Parent, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			8/27/2025	$	-		(46	)		(48	)
		Green Street Parent, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.05	%		8/27/2026	$	14,480		14,201			14,190
		Transaction Network Services, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.93	%		8/15/2022	$	11,630		11,501			11,324
												Banking Total	$	25,656		$	25,466			2.5	%
	Beverage, Food & Tobacco	Hearthside Food Solutions, LLC	Corporate Bond		-		8.50	%		6/1/2026	$	10,000		9,814			9,382
		NPC International, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ^{(21) (33)}	Second Lien Senior Secured Loan		L+ 7.50%		9.43	%		4/18/2025	$	9,159		9,190			1,101
		NPC International, Inc. ⁽¹⁵⁾ ⁽³³⁾	First Lien Senior Secured Loan		L+ 3.50%		5.42	%		4/19/2024	$	4,937		4,963			2,328
												Beverage, Food & Tobacco Total	$	23,967		$	12,811			1.3	%
	Capital Equipment	Dorner Manufacturing Corp. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			3/15/2022	$	-		(12	)		-
		Dorner Manufacturing Corp. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.71	%		3/15/2023	$	7,890		7,766			7,890
		East BCC Coinvest II,LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,419		1,419			1,419
		Electronics For Imaging, Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 9.00%		10.94	%		7/23/2027	$	13,070		12,253			12,220
		Engineered Controls International, LLC ⁽¹²⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾ ⁽³²⁾	First Lien Senior Secured Loan		L+ 7.00%		8.70	%		11/5/2024	$	33,599		32,861			32,843
		EXC Holdings III Corp. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 7.50%		9.59	%		12/1/2025	$	8,240		8,252			7,993
		FCG Acquisitions, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity		-		-			-		4		4,251			7,263
		FFI Holdings I Corp ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			1/24/2025	$	-		(9	)		3
		FFI Holdings I Corp ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁰⁾	First Lien Senior Secured Loan - Revolver		L+ 5.75%		7.95	%		1/24/2025	$	3,438		3,368			3,465
		FFI Holdings I Corp ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.60	%		1/24/2025	$	68,421		67,842			68,763
		Tidel Engineering, L.P. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			3/1/2023	$	-		-			-
		Tidel Engineering, L.P. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.19	%		3/1/2024	$	38,302		38,302			38,302
		Velvet Acquisition B.V. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		EURIBOR+ 8.00%		8.00	%		4/17/2026	€	6,013		7,325			6,752
												Capital Equipment Total	$	183,618		$	186,913			18.4	%
	Chemicals, Plastics & Rubber	AP Plastics Group, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			8/2/2021	$	-		-			-
		AP Plastics Group, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		6.94	%		8/1/2022	$	19,856		19,566			19,756
		Niacet b.v. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 4.50%		5.50	%		2/1/2024	€	3,684		3,949			4,126
		Plaskolite, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.25%		6.04	%		12/15/2025	$	8,933		8,773			8,564
												Chemicals, Plastics & Rubber Total	$	32,288		$	32,446			3.2	%
	Construction & Building	Chase Industries, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 4.00%		5.94	%		5/12/2025	$	1,115		1,115			1,111
		Chase Industries, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00% (1.5% PIK)		7.44	%		5/12/2025	$	11,812		11,762			11,753
		Crown Subsea ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.00%		7.69	%		11/3/2025	$	9,696		9,566			9,675
		Elk Parent Holdings, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1		12			12
		Elk Parent Holdings, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred Equity		-		-			-		120		1,202			1,202
		PP Ultimate Holdings B, LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1		1,352			1,613
		Profile Products LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			12/20/2024	$	-		(64	)		(10	)
		Profile Products LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.44	%		12/20/2024	$	35,003		34,367			34,915
		Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	2,051		2,235			2,303
		Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	665		755			747
		Regan Development Holdings Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		EURIBOR+ 6.50%		7.00	%		4/18/2022	€	6,226		6,710			6,992
		YLG Holdings, Inc. ⁽²⁾ ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁸⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			10/31/2025	€	-		-			(51	)
		YLG Holdings, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.75%		-			10/31/2025	€	-		(83	)		(171	)
		YLG Holdings, Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.66	%		10/31/2025	€	38,862		38,484			38,085
												Construction & Building Total	$	107,413		$	108,176			10.6	%
	Consumer Goods: Durable	New Milani Group LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.94	%		6/6/2024	$	17,100		16,968			16,672
		TLC Holdco LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,188		1,186			1,188
		TLC Purchaser, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			10/13/2025	$	-		(69	)		(71	)
		TLC Purchaser, Inc. ⁽³⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 4.75%		9.50	%		10/13/2025	$	3,916		3,745			3,738
		TLC Purchaser, Inc. ⁽¹²⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.49	%		10/13/2025	$	42,721		41,882			41,867
												Consumer Goods: Durable Total	$	63,712		$	63,394			6.2	%
	Consumer Goods: Non-Durable	FineLine Technologies, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 3.25%		8.00	%		11/4/2022	$	1,966		1,944			1,952
		FineLine Technologies, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.25%		6.05	%		11/4/2022	$	31,384		31,217			31,228
		Kronos Acquisition Holdings Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		L+ 7.00%		8.80	%		5/15/2023	$	2,647		2,605			2,627
		MND Holdings III Corp ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 3.50%		5.44	%		6/19/2024	$	11,642		11,667			10,944
		RoC Opco LLC ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			2/25/2025	$	-		(176	)		-
		RoC Opco LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 7.25%		9.19	%		2/25/2025	$	40,793		39,888			40,793
		Solaray, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 6.00%		7.85	%		9/11/2023	$	14,573		14,573			14,501
		Solaray, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 4.50%		6.40	%		9/9/2022	$	11,674		11,629			11,674
		Solaray, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.00%		7.82	%		9/11/2023	$	42,610		42,610			42,397
		WU Holdco, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 5.50%		7.44	%		3/26/2026	$	832		778			832
		WU Holdco, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			3/26/2025	$	-		(56	)		-
		WU Holdco, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.44	%		3/26/2026	$	39,705		38,923			39,705
												Consumer Goods: Non-Durable Total	$	195,602		$	196,653			19.3	%
	Containers, Packaging, & Glass	Automate Intermediate Holdings II S.à r.l. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 7.75%		9.55	%		7/22/2027	$	11,870		11,637			11,633
												Containers, Packaging, & Glass Total	$	11,637		$	11,633			1.1	%
	Energy: Electricity	Infinite Electronics International Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.80	%		7/2/2025	$	19,752		19,739			19,654
		Infinite Electronics International Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.00%		9.80	%		7/2/2026	$	2,480		2,433			2,480
												Energy: Electricity Total	$	22,172		$	22,134			2.2	%
	Energy: Oil & Gas	Amspec Services, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 3.75%		9.00	%		7/2/2024	$	2,125		2,071			2,125
		Amspec Services, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.19	%		7/2/2024	$	44,100		43,605			44,100
		Blackbrush Oil & Gas, L.P. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 8.00%		9.89	%		2/9/2024	$	32,075		31,588			31,754
												Energy: Oil & Gas Total	$	77,264		$	77,979			7.7	%
	Environmental Industries	Adler & Allan Group Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²²⁾	First Lien Last Out		GBP LIBOR+ 8.25% (2% PIK)		11.04	%		9/30/2022	£	13,279		16,814			17,612
												Environmental Industries Total	$	16,814		$	17,612			1.7	%
	FIRE: Insurance	Ivy Finco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.70	%		5/19/2025	£	7,217		8,950			9,381
		Ivy Finco Limited ^{(3) (6)} ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.70	%		5/19/2025	£	2,691		3,194			3,382
		Margaux Acquisition Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 6.00%		8.10	%		12/19/2024	$	2,186		2,020			2,186
		Margaux Acquisition, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			12/19/2024	$	-		(48	)		-
		Margaux Acquisition Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.60	%		12/19/2024	$	28,916		28,392			28,916
		Margaux UK Finance Limited ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			12/19/2024	£	-		(10	)		-
		Margaux UK Finance Limited ⁽⁶⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 5.50%		6.50	%		12/19/2024	£	7,706		9,869			10,221
												FIRE: Insurance Total	$	52,367		$	54,086			5.3	%
	FIRE: Real Estate	Spectre (Carrisbrook House) Limited ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		EURIBOR+ 7.50%		8.50	%		8/9/2021	€	9,300		10,786			10,443
												FIRE: Real Estate Total	$	10,786		$	10,443			1.0	%
	Forest Products & Paper	Solenis International LLC ⁽¹⁸⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.50%		10.41	%		6/26/2026	$	10,601		10,301			9,700
												Forest Products & Paper Total	$	10,301		$	9,700			1.0	%
	Healthcare & Pharmaceuticals	CB Titan Holdings, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity		-		-			-		1,953		1,953			3,378
		Clarkson Eyecare, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.05	%		4/2/2021	$	23,118		22,747			23,118
		Clarkson Eyecare, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.25%		8.05	%		4/2/2021	$	15,284		15,031			15,284
		Clinical Innovations, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²²⁾	First Lien Last Out - Revolver		L+ 5.50%		7.21	%		10/17/2022	$	772		757			772
		Clinical Innovations, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²²⁾ ⁽²⁹⁾	First Lien Last Out		L+ 5.50%		7.30	%		10/17/2023	$	10,916		10,744			10,916
		Clinical Innovations ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.30	%		10/17/2023	$	511		500			511
		CPS Group Holdings, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			3/3/2025	$	-		(64	)		-
		CPS Group Holdings, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.19	%		3/3/2025	$	55,905		55,390			55,905
		Datix Bidco Limited ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			10/28/2024	£	-		(21	)		-
		Datix Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		GBP LIBOR+ 7.75%		8.63	%		4/27/2026	£	12,134		16,314			16,093
		Datix Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		BBSW+ 4.50%		5.50	%		4/28/2025	AUD	4,212		3,205			2,958
		Golden State Buyer, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.75%		6.55	%		6/22/2026	$	15,230		15,084			14,887
		Great Expressions Dental Centers PC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁴⁾	First Lien Senior Secured Loan - Revolver		L+ 4.75% (0.5% PIK)		7.22	%		9/28/2022	$	1,017		1,009			789
		Great Expressions Dental Centers PC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.17	%		9/28/2023	$	7,609		7,540			6,125
		Island Medical Management Holdings, LLC ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.50%		8.30	%		9/1/2022	$	9,160		9,071			8,428
		Medical Depot Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾	First Lien Senior Secured Loan		L+ 7.50%		9.44	%		1/3/2023	$	16,189		14,935			12,293
		Mendel Bidco, Inc. ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 4.50%		4.50	%		6/17/2027	€	10,033		11,134			10,985
		Mendel Bidco, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.45	%		6/17/2027	$	19,966		19,492			19,467
		Mertus 522. GmbH ⁽³⁾ ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		EURIBOR+ 5.75%		5.75	%		5/28/2026	€	875		602			946
		Mertus 522. GmbH ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 5.75%		5.75	%		5/28/2026	€	22,468		24,540			25,167
		TecoStar Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.50%		10.24	%		11/1/2024	$	9,472		9,282			9,472
		U.S. Anesthesia Partners, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 7.25%		9.05	%		6/23/2025	$	16,520		16,334			16,520
												Healthcare & Pharmaceuticals Total	$	255,579		$	254,014			24.9	%
	High Tech Industries	AMI US Holdings Inc. ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.50%		7.25	%		4/1/2024	$	767		737			767
		AMI US Holdings Inc. ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.19	%		4/1/2025	$	13,157		12,916			13,157
		Appriss Holdings, Inc. ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			5/30/2025	$	-		(61	)		-
		Appriss Holdings, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.44	%		5/29/2026	$	48,876		48,272			48,876
		CB Nike IntermediateCo Ltd ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.00%		6.93	%		10/31/2025	$	1,550		1,464			1,461
		CB Nike IntermediateCo Ltd ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.93	%		10/31/2025	$	35,422		34,729			34,714
		CMI Marketing Inc ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			5/24/2023	$	-		(14	)		-
		CMI Marketing Inc ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.30	%		5/24/2024	$	15,256		15,136			15,256
		Drilling Info Holdings, Inc ⁽¹²⁾ ⁽¹⁸⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.25%		6.05	%		7/30/2025	$	22,609		22,532			22,496
		Element Buyer, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 5.25%		7.05	%		7/18/2025	$	3,366		3,466			3,366
		Element Buyer, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.25%		7.05	%		7/19/2024	$	1,417		1,368			1,417
		Element Buyer, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.05	%		7/18/2025	$	37,772		38,104			37,772
		Elo Touch Solutions, Inc. ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.50%		8.24	%		12/15/2025	$	3,261		3,168			3,244
		Everest Bidco ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		GBP LIBOR+ 7.50%		8.50	%		7/3/2026	£	10,216		13,098			13,076
		MeridianLink, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.80	%		5/30/2025	$	1,825		1,804			1,798
		Netsmart Technologies, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 7.50%		9.30	%		10/19/2023	$	2,749		2,749			2,735
		nThrive, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 9.75%		11.55	%		4/20/2023	$	8,000		7,986			7,080
		Park Place Technologies ⁽¹⁵⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 8.00%		9.80	%		3/30/2026	$	6,733		6,688			6,682
		Symplr Software, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 6.00%		7.95	%		11/30/2023	$	4,499		4,445			4,499
		Symplr Software, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.00%		7.94	%		11/28/2025	$	61,060		60,211			61,060
		Utimaco, Inc. ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.42	%		8/9/2027	$	14,849		14,490			14,775
		Ventiv Topco, Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		28		2,833			2,886
		Ventiv Holdco, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.50%		-			9/3/2025	$	-		(49	)		(17	)
		Ventiv Holdco, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.44	%		9/3/2025	$	24,299		23,948			24,178
		VPARK BIDCO AB ⁽⁶⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		CIBOR+ 4.00%		4.75	%		3/10/2025	DKK	56,999		9,160			8,566
		VPARK BIDCO AB ⁽⁶⁾ ⁽¹⁶⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		NIBOR+ 4.00%		5.86	%		3/10/2025	NOK	74,020		9,197			8,430
		Zywave, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.00%		6.80	%		11/17/2022	$	428		419			429
		Zywave, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.93	%		11/17/2022	$	17,370		17,290			17,370
												High Tech Industries Total	$	356,086		$	356,073			35.0	%
	Hotel, Gaming & Leisure	Aimbridge Acquisition Co., Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 7.50%		9.19	%		2/1/2027	$	20,193		19,649			19,688
		Captain D’s LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽³⁵⁾	First Lien Senior Secured Loan - Revolver		P+ 3.50%		7.45	%		12/15/2023	$	1,285		1,273			1,266
		Captain D’s LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.44	%		12/15/2023	$	13,037		12,940			12,907
		Quidditch Acquisition, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 7.00%		8.80	%		3/21/2025	$	19,023		19,004			19,213
												Hotel, Gaming & Leisure Total	$	52,866		$	53,074			5.2	%
	Media: Advertising, Printing & Publishing	A-L Parent LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²¹⁾	Second Lien Senior Secured Loan		L+ 7.25%		9.05	%		12/2/2024	$	4,050		4,020			3,594
		Ansira Holdings, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 5.75%		7.51	%		12/20/2022	$	2,936		2,926			2,458
		Ansira Holdings, Inc. ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁴⁾	First Lien Senior Secured Loan - Revolver		L+ 5.00%		7.22	%		12/20/2022	$	7,084		7,084			7,084
		Ansira Holdings, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.55	%		12/20/2022	$	35,877		35,791			32,020
		Cruz Bay Publishing, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		P+ 5.00%		9.75	%		2/28/2020	$	876		865			876
		Cruz Bay Publishing ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		P+ 3.00%		7.75	%		2/28/2020	$	2,298		2,298			2,298
		Cruz Bay Publishing, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁷⁾	First Lien Senior Secured Loan		L+ 5.75%		7.70	%		2/28/2020	$	4,824		4,824			4,824
		Cruz Bay Publishing, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.75%		8.46	%		2/28/2020	$	1,611		1,611			1,611
												Media: Advertising, Printing & Publishing Total	$	59,419		$	54,765			5.4	%
	Media: Broadcasting & Subscription	Vital Holdco Limited ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.05	%		5/29/2026	$	35,357		34,552			35,357
		Vital Holdco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 5.25%		5.25	%		5/29/2026	€	7,917		8,613			8,890
												Media: Broadcasting & Subscription Total	$	43,165		$	44,247			4.3	%
	Media: Diversified & Production	Efficient Collaborative Retail Marketing Company, LLC ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			6/15/2022	$	-		-			-
		Efficient Collaborative Retail Marketing Company, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.75%		8.69	%		6/15/2022	$	15,095		15,185			15,095
		Efficient Collaborative Retail Marketing Company, LLC ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.75%		8.69	%		6/15/2022	$	9,788		9,847			9,788
		International Entertainment Investments Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 4.00%		4.86	%		5/31/2023	£	8,686		10,638			11,520
												Media: Diversified & Production Total	$	35,670		$	36,403			3.6	%
	Retail	Batteries Plus Holding Corporation ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			7/6/2022	$	-		-			-
		Batteries Plus Holding Corporation ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 6.75%		8.55	%		7/6/2022	$	28,827		28,827			28,827
		Calceus Acquisition, Inc. ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.50%		7.30	%		2/12/2025	$	5,997		5,947			6,000
												Retail Total	$	34,774		$	34,827			3.4	%
	Services: Business	AMCP Clean Acquisition Company, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 4.25%		6.19	%		6/16/2025	$	3,894		3,886			3,806
		AMCP Clean Acquisition Company, LLC ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.25%		6.19	%		6/16/2025	$	16,093		16,062			15,731
		Comet Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽²¹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.70	%		9/30/2024	£	7,362		9,488			9,605
		Elevator Holdco Inc. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		2		2,448			2,448
		Hightower Holding, LLC ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		-		-			1/31/2025	$	-		(15	)		(17	)
		Hightower Holding, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾ ⁽³¹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.80	%		1/31/2025	$	34,589		34,432			34,503
		SumUp Holdings Luxembourg S.à.r.l. ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 8.00%		9.00	%		8/1/2024	€	15,957		17,658			17,873
		SumUp Holdings Luxembourg S.à.r.l. ⁽³⁾ ⁽⁶⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		EURIBOR+ 8.00%		9.00	%		8/1/2024	€	7,480		7,823			8,351
		TEI Holdings Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 6.00%		7.83	%		12/23/2025	$	1,509		1,464			1,464
		TEI Holdings Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.00%		7.93	%		12/23/2026	$	49,050		48,340			48,559
		Valet Waste Holdings, Inc ⁽¹²⁾ ⁽¹⁸⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 3.75%		5.55	%		9/29/2025	$	23,747		23,700			23,539
												Services: Business Total	$	165,286		$	165,862			16.3	%
	Services: Consumer	Pearl Intermediate Parent LLC ⁽¹⁸⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 6.25%		8.05	%		2/13/2026	$	2,571		2,587			2,545
		Surrey Bidco Limited ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 6.00%		6.78	%		5/11/2026	£	5,000		6,138			6,466
		Trafalgar Bidco Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		GBP LIBOR+ 5.00%		5.70	%		9/11/2024	£	6,011		7,727			7,733
		Zeppelin BidCo Pty Limited ⁽⁶⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾	First Lien Senior Secured Loan		BBSY+ 6.00%		6.90	%		6/28/2024	AUD	20,621		14,006			14,050
												Services: Consumer Total	$	30,458		$	30,794			3.0	%
	Telecommunications	Conterra Ultra Broadband Holdings, Inc. ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.50%		6.30	%		4/30/2026	$	6,451		6,420			6,448
		Horizon Telcom, Inc. ⁽³⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 4.75%		6.46	%		6/15/2023	$	481		465			464
		Horizon Telcom, Inc. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			6/15/2023	$	-		(2	)		(1	)
		Horizon Telcom, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.75%		6.44	%		6/15/2023	$	13,730		13,577			13,592
		Masergy Holdings, Inc. ⁽¹⁵⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 7.50%		9.46	%		12/16/2024	$	857		863			840
												Telecommunications Total	$	21,323		$	21,343			2.1	%
	Transportation: Cargo	A&R Logistics, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.75%		7.85	%		5/5/2025	$	1,053		940			1,053
		A&R Logistics, Inc. ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.85	%		5/5/2025	$	43,976		43,130			43,976
		A&R Logistics, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.85	%		5/5/2025	$	2,473		2,424			2,473
		A&R Logistics, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.66	%		5/5/2025	$	6,096		6,004			6,096
		ARL Holdings, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		-		445			448
		ARL Holdings, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		9		9			8
		ENC Holding Corporation ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.00%		5.94	%		5/30/2025	$	10,272		10,259			10,041
		Grammer Investment Holdings LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,011		1,011			1,021
		Grammer Investment Holdings LLC ⁽¹⁹⁾ ⁽²⁵⁾	Preferred Equity		10% PIK		10.00	%		-		6		646			679
		Grammer Investment Holdings LLC ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Warrants		-		-			-		122		-			122
		Grammer Purchaser, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 4.50%		6.30	%		9/30/2024	$	52		56			42
		Grammer Purchaser, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 4.50%		6.31	%		9/30/2024	$	10,206		10,043			10,104
		Omni Logistics, LLC ⁽¹⁵⁾ ⁽¹⁹⁾	Subordinated Debt		L+ 11.50%		13.30	%		1/19/2024	$	15,000		14,752			15,000
		PS HoldCo, LLC ⁽¹²⁾ ⁽¹⁵⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 4.75%		6.55	%		3/13/2025	$	23,277		23,265			22,084
		Toro Private Investments II, L.P. ⁽⁶⁾ ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		3,090		3,090			3,090
												Transportation: Cargo Total	$	116,074		$	116,237			11.4	%
	Transportation: Consumer	Direct Travel, Inc. ⁽³⁾ ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 6.50%		8.44	%		12/1/2021	$	1,471		1,382			1,471
		Direct Travel, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Delayed Draw		L+ 6.50%		8.45	%		12/1/2021	$	2,920		2,920			2,920
		Direct Travel, Inc. ⁽³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			12/1/2021	$	-		-			-
		Direct Travel, Inc. ⁽⁷⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²³⁾	First Lien Senior Secured Loan		L+ 6.50%		8.40	%		12/1/2021	$	49,667		49,667			49,667
		Toro Private Holdings III, Ltd ⁽⁶⁾ ⁽¹²⁾ ⁽¹⁸⁾ ⁽²⁹⁾	Second Lien Senior Secured Loan		L+ 9.00%		10.94	%		5/28/2027	$	8,998		8,504			7,604
												Transportation: Consumer Total	$	62,473		$	61,662			6.1	%
	Utilities: Electric	CSVC Acquisition Corp	Corporate Bond		-		7.75	%		6/15/2025	$	13,478		12,598			8,126
												Utilities: Electric Total	$	12,598		$	8,126			0.8	%
	Wholesale	Abracon Group Holding, LLC. ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		2		1,833			1,294
		Abracon Group Holding, LLC. ⁽²⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		-		-			7/18/2024	$	-		(32	)		(28	)
		Abracon Group Holding, LLC. ⁽⁷⁾ ⁽¹³⁾ ⁽¹⁵⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.75%		7.70	%		7/18/2024	$	36,094		35,929			35,733
		Aramsco, Inc. ⁽³⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan - Revolver		L+ 5.25%		7.05	%		8/28/2024	$	621		579			553
		Aramsco, Inc. ⁽⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾	First Lien Senior Secured Loan		L+ 5.25%		7.05	%		8/28/2024	$	24,288		23,902			23,802
		Armor Group, LP ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		10		1,012			1,085
		PetroChoice Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.93	%		8/19/2022	$	9,948		9,867			9,500
		PetroChoice Holdings, Inc. ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 5.00%		6.93	%		8/19/2022	$	6,582		6,452			6,286
												Wholesale Total	$	79,542		$	78,225			7.7	%
												Non-Controlled/Non-Affiliate Investments Total	$	2,416,854		$	2,403,250			236.0	%
Non-Controlled/Affiliate Investments
	Beverage, Food & Tobacco	ADT Pizza, LLC ⁽¹⁰⁾ ⁽¹⁴⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		6,720		6,720			6,720
												Beverage, Food & Tobacco Total	$	6,720		$	6,720			0.6	%
												Non-Controlled/Affiliate Investments Total	$	6,720		$	6,720			0.6	%
Controlled Affiliate Investments
	Aerospace & Defense	ACC Holdco, LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Preferred equity		-		16.00	%		-		10,828		10,824			10,828
		Air Comm Corporation LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²¹⁾ ⁽²⁹⁾	First Lien Senior Secured Loan		L+ 6.50%		8.44	%		6/30/2025	$	27,298		26,516			27,161
		BCC Jetstream Holdings Aviation (Off I), LLC ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²⁵⁾	Equity Interest		-		-			-		11,863		11,863			13,091
		BCC Jetstream Holdings Aviation (On II), LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²⁵⁾	Equity Interest		-		-			-		1,116		1,116			1,869
		BCC Jetstream Holdings Aviation (On II), LLC ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁰⁾	First Lien Senior Secured Loan		-		10.00	%		6/2/2022	$	6,363		6,363			6,363
		Gale Aviation (Offshore) Co ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹⁹⁾ ⁽²⁵⁾	Equity Interest		-		-			-		57,007		57,007			57,773
												Aerospace & Defense Total	$	113,689		$	117,085			11.5	%
												Controlled Affiliate Investments Total	$	113,689		$	117,085			11.5	%
												Investments Total	$	2,537,263		$	2,527,055			248.1	%
Cash Equivalents
	Cash Equivalents	Goldman Sachs Financial Square Government Fund Institutional Share Class ⁽³⁶⁾	Cash Equivalents		-		1.64	%		-	$	66,965		66,965			66,965
												Cash Equivalents Total	$	66,965		$	66,965			6.6	%
												Investments and Cash Equivalents Total	$	2,604,228		$	2,594,020			254.7	%

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation) ⁽⁸⁾
US DOLLARS 8,720	POUND STERLING 6,400	Bank of New York Mellon	9/21/2020	$	288
POUND STERLING 6,220	US DOLLARS 8,192	Bank of New York Mellon	9/21/2020		-
US DOLLARS 12,177	EURO 10,370	Bank of New York Mellon	1/10/2020		552
EURO 3,270	US DOLLARS 2,930	Bank of New York Mellon	1/10/2020		-
US DOLLARS 11,874	EURO 10,300	Bank of New York Mellon	6/15/2020		194
US DOLLARS 412	POUND STERLING 310	Citibank	9/23/2020		(1	)
US DOLLARS 25,257	POUND STERLING 19,410	Goldman Sachs	1/10/2020		(465	)
US DOLLARS 68,701	POUND STERLING 53,430	Goldman Sachs	6/15/2020		(2,399	)
US DOLLARS 83,784	EURO 72,370	Goldman Sachs	6/15/2020		1,716
US DOLLARS 16,897	AUSTRALIAN DOLLARS 24,180	Goldman Sachs	6/15/2020		(167	)
US DOLLARS 8,885	DANISH KRONE 57,000	Goldman Sachs	6/15/2020		225
US DOLLARS 8,257	NORWEGIAN KRONE 74,020	Goldman Sachs	3/20/2020		(161	)
				$	(218	)

⁽¹⁾ The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), the Bank Bill Swap Rate (“BBSW”), the Bank Bill Swap Bid Rate (“BBSY”), or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, BBSY, or Prime and the current weighted average interest rate in effect at December 31, 2019. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW, or Prime interest rate floor.

⁽²⁾ The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

⁽³⁾ Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

⁽⁴⁾ Percentages are based on the Company’s net assets of $1,018,400 as of December 31, 2019.

⁽⁵⁾ The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

⁽⁶⁾ The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2019, non-qualifying assets totaled 15.6% of the Company’s total assets.

⁽⁷⁾ Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution LLC. See Note 6 “Debt”.

⁽⁸⁾ Unrealized appreciation/(depreciation) on forward currency exchange contracts.

⁽⁹⁾ The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.

⁽¹⁰⁾ As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns 5% or more of the portfolio company’s securities.

⁽¹¹⁾ As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

⁽¹²⁾ Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6 “Debt”.

⁽¹³⁾ $91 of the total par amount for this security is at P+ 4.75%.

⁽¹⁴⁾ Non-Income Producing.

⁽¹⁵⁾ Loan includes interest rate floor of 1.00%.

⁽¹⁶⁾ Loan includes interest rate floor of 0.75%.

⁽¹⁷⁾ Loan includes interest rate floor of 0.50%.

⁽¹⁸⁾ Loan includes interest rate floor of 0.00%.

⁽¹⁹⁾ Security valued using unobservable inputs (Level 3).

⁽²⁰⁾ The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

⁽²¹⁾ Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 “Debt”.

⁽²²⁾ The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

⁽²³⁾ $127 of the total par amount for this security is at P+ 5.50%.

⁽²⁴⁾ $1,643 of the total par amount for this security is at P+ 4.00%.

⁽²⁵⁾ Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $123,733 or 12.15% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment		Acquisition Date
BCC Jetstream Holdings Aviation (On II), LLC - Equity Interest		6/1/2017
BCC Jetstream Holdings Aviation (Off I), LLC - Equity Interest		6/1/2017
CB Titan Holdings, Inc. - Preferred Equity		11/14/2017
Impala Private Investments, LLC - Equity Interest		11/10/2017
Abracon Group Holding, LLC. - Equity Interest		7/18/2018
Armor Group, LP - Equity Interest		8/28/2018
Grammer Investment Holdings LLC - Warrants		10/1/2018
Grammer Investment Holdings LLC - Equity Interest		10/1/2018
Grammer Investment Holdings LLC - Preferred Equity		10/1/2018
ADT Pizza, LLC - Equity Interest		10/29/2018
PP Ultimate Holdings B, LLC - Equity Interest		12/20/2018
FCG Acquisitions, Inc. - Preferred equity		1/24/2019
WCI-HSG HOLDCO, LLC - Preferred equity		2/22/2019
Toro Private Investments II, L.P. - Equity Interest		3/19/2019
ARL Holdings, LLC. - Equity Interest		5/3/2019
ARL Holdings, LLC. - Equity Interest		5/3/2019
ACC Holdco, LLC. - Equity Interest		6/28/2019
Kellstrom Aerospace Group, Inc - Equity Interest		7/1/2019
East BCC Coinvest II,LLC - Equity Interest		7/23/2019
Gale Aviation (Offshore) Co - Equity Interest		8/2/2019
Ventiv Topco, Inc. - Equity Interest		9/3/2019
TLC Holdco LP - Equity Interest		10/11/2019
Elk Parent Holdings, LP - Equity Interest		11/1/2019
Elk Parent Holdings, LP - Preferred equity		11/1/2019
Precision Ultimate Holdings, LLC - Equity Interest		11/6/2019
Elevator Holdco Inc. - Equity Interest		12/23/2019

⁽²⁶⁾ $4,606 of the total par amount for this security is at P+ 4.00%.
⁽²⁷⁾ $71 of the total par amount for this security is at P+ 4.75%.
⁽²⁸⁾ Assets or a portion thereof are pledged as collateral for the BCSF Complete Financing Solution Holdco LLC. See Note 6 “Debt”.
⁽²⁹⁾ Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See Note 6 “Debt”.
⁽³⁰⁾ $747 of the total par amount for this security is at P+ 4.75%.
⁽³¹⁾ $87 of the total par amount for this security is at P+ 4.00%.
⁽³²⁾ Loan includes interest rate floor of 1.50%.
⁽³³⁾ Asset has been placed on non-accrual
⁽³⁴⁾ $350 of the total par amount for this security is at P+ 3.75%.
⁽³⁵⁾ $540 of the total par amount for this security is at L+ 4.50%
⁽³⁶⁾ Cash equivalents include $31,434 of restricted cash.

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share data)

Note 1. Organization

Bain Capital Specialty Finance, Inc. (the “Company”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing concurrently with its election to be treated as a BDC. The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).

On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.

The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

Our operations comprise only a single reportable segment.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency. Prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Basis of Consolidation

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC, BCC Middle Market CLO 2018-1, LLC, and BCC Middle Market CLO 2019-1, LLC in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board of Directors of the Company (the “Board”), based on, among other things, the input of the Advisor, the Company’s audit committee of the Board (the “Audit Committee”) and one or more independent third-party valuation firms engaged by the Board.

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment or by an independent valuation firm;

Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee;

The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board; and

The Board will discuss valuations and determine the fair value of each investment in good faith based upon, among other things, the input of the Advisor, independent valuation firms, where applicable, and the Audit Committee.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

Securities Transactions, Revenue Recognition and Expenses

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2020 and December 31, 2019, three and two loans have been placed on non-accrual status, respectively.

Distributions

Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.

Dividend Reinvestment Plan

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who elected to “opt in” to the Company’s dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Subsequent to the IPO, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Offering Costs

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.

Cash, Restricted Cash, and Cash Equivalents

Cash and cash equivalents consist of deposits held at custodian banks and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.

Foreign Currency Translation

The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation (depreciation) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments, respectively, on the consolidated statements of operations.

Forward Currency Exchange Contracts

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation (depreciation) on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation (depreciation) on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.

Changes in net unrealized appreciation (depreciation) are recorded on the consolidated statements of operations in net change in unrealized appreciation (depreciation) on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities.

Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2020 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2020. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. BCSF I, LLC, BCSF II-C, LLC, BCSF CFSH, LLC, BCSF CFS, LLC, BCC Middle Market CLO 2018-1, LLC, and BCC Middle Market CLO 2019-1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

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. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2020, the tax years that remain subject to examination are from 2016 forward.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. We do not believe this change has a material effect on our consolidated financial statements and disclosures.

Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2020 (with corresponding percentage of total portfolio investments):

	As of March 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,283,074		87.0	%	$	2,178,825		87.7	%
First Lien Last Out Loans		16,821		0.6			16,258		0.6
Second Lien Senior Secured Loans		187,660		7.2			153,050		6.2
Subordinated Debt		14,763		0.6			15,000		0.6
Equity Interests		103,332		3.9			99,867		4.0
Preferred Equity		19,584		0.7			21,533		0.9
Warrants		—		0.0			—		0.0
Total	$	2,625,234		100.0	%	$	2,484,533		100.0	%

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loans	$	2,167,932		85.4	%	$	2,165,844		85.7	%
First Lien Last Out Loans		28,315		1.1			29,300		1.2
Second Lien Senior Secured Loans		187,565		7.4			175,670		7.0
Subordinated Debt		14,752		0.6			15,000		0.5
Corporate Bonds		22,412		0.9			17,508		0.7
Equity Interests		96,736		3.8			99,293		3.9
Preferred Equity		19,551		0.8			24,318		1.0
Warrants		—		0.0			122		0.0
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2020 (with corresponding percentage of total portfolio investments):

	As of March 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,210,354		84.2	%	$	2,087,323		84.0	%
United Kingdom		125,106		4.8			117,732		4.7
Cayman Islands		63,602		2.4			64,367		2.6
Luxembourg		56,293		2.1			53,484		2.2
Israel		39,017		1.5			38,867		1.6
Germany		38,651		1.5			38,275		1.5
Ireland		20,509		0.8			19,794		0.8
Sweden		18,364		0.7			15,245		0.6
Jersey		14,942		0.6			14,621		0.6
France		13,105		0.5			12,223		0.5
Australia		14,018		0.5			12,048		0.5
Netherlands		11,273		0.4			10,554		0.4
Total	$	2,625,234		100.0	%	$	2,484,533		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
United States	$	2,160,607		85.2	%	$	2,146,830		85.0	%
United Kingdom		123,327		4.9			126,455		5.0
Cayman Islands		57,007		2.2			57,773		2.3
Luxembourg		45,622		1.8			45,461		1.8
Israel		36,193		1.4			36,175		1.4
Germany		25,142		1.0			26,113		1.0
Ireland		20,486		0.8			20,485		0.8
Sweden		18,357		0.7			16,996		0.7
Australia		14,006		0.6			14,050		0.6
France		13,098		0.5			13,076		0.5
Jersey		12,144		0.5			12,763		0.5
Netherlands		11,274		0.4			10,878		0.4
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2020 (with corresponding percentage of total portfolio investments):

	As of March 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	393,219		15.0	%	$	378,539		15.2	%
Aerospace & Defense		319,706		12.2			306,957		12.4
Healthcare & Pharmaceuticals		225,606		8.6			209,603		8.4
Consumer Goods: Non-Durable		211,887		8.1			206,863		8.3
Capital Equipment		188,172		7.2			185,100		7.5
Services: Business		198,438		7.6			182,645		7.4
Transportation: Cargo		117,045		4.5			113,471		4.6
Construction & Building		109,634		4.2			106,754		4.3
Wholesale		80,575		3.1			73,846		3.0
Energy: Oil & Gas		80,603		3.1			72,177		2.9
Automotive		69,217		2.6			67,997		2.7
Consumer Goods: Durable		67,532		2.6			65,370		2.6
Transportation: Consumer		69,696		2.6			61,343		2.4
FIRE: Insurance ⁽¹⁾		58,540		2.2			56,203		2.3
Media: Advertising, Printing & Publishing		59,762		2.3			52,736		2.1
Hotel, Gaming & Leisure		53,022		2.0			46,867		1.9
Media: Broadcasting & Subscription		43,199		1.6			43,162		1.7
Media: Diversified & Production		37,920		1.4			36,777		1.5
Chemicals, Plastics & Rubber		33,702		1.3			33,327		1.3
Retail		32,289		1.2			32,125		1.3
Services: Consumer		30,479		1.2			27,168		1.1
Telecommunications		21,850		0.8			20,879		0.8
Energy: Electricity		22,124		0.8			20,784		0.8
Environmental Industries		16,821		0.6			16,258		0.7
FIRE: Finance ⁽¹⁾		14,865		0.6			14,857		0.6
Banking		15,340		0.6			14,388		0.6
Containers, Packaging & Glass		11,642		0.4			11,485		0.5
FIRE: Real Estate ⁽¹⁾		10,805		0.4			10,024		0.4
Beverage, Food & Tobacco		21,235		0.8			9,461		0.4
Forest Products & Paper		10,309		0.4			7,367		0.3
Total	$	2,625,234		100.0	%	$	2,484,533		100.0	%

⁽¹⁾ Finance, Insurance, and Real Estate (“FIRE”).

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	356,086		14.0	%	$	356,073		14.1	%
Aerospace & Defense		305,111		12.0			307,863		12.2
Healthcare & Pharmaceuticals		255,579		10.1			254,014		10.1
Consumer Goods: Non-Durable		195,602		7.7			196,653		7.8
Capital Equipment		183,618		7.2			186,913		7.4
Services: Business		165,286		6.5			165,862		6.5
Transportation: Cargo		116,074		4.6			116,237		4.6
Construction & Building		107,413		4.2			108,176		4.3
Wholesale		79,542		3.1			78,225		3.1
Energy: Oil & Gas		77,264		3.0			77,979		3.1
Automotive		66,522		2.6			67,374		2.7
Consumer Goods: Durable		63,712		2.5			63,394		2.5
Transportation: Consumer		62,473		2.5			61,662		2.3
Media: Advertising, Printing & Publishing		59,419		2.3			54,765		2.2
FIRE: Insurance ⁽¹⁾		52,367		2.1			54,086		2.1
Hotel, Gaming & Leisure		52,866		2.1			53,074		2.1
Media: Broadcasting & Subscription		43,165		1.7			44,247		1.8
Media: Diversified & Production		35,670		1.4			36,403		1.4
Retail		34,774		1.4			34,827		1.4
Chemicals, Plastics & Rubber		32,288		1.3			32,446		1.3
Services: Consumer		30,458		1.2			30,794		1.2
Banking		25,656		1.0			25,466		1.0
Energy: Electricity		22,172		0.9			22,134		0.9
Telecommunications		21,323		0.8			21,343		0.8
Beverage, Food & Tobacco		30,687		1.2			19,531		0.8
Environmental Industries		16,814		0.7			17,612		0.7
Containers, Packaging, & Glass		11,637		0.5			11,633		0.5
FIRE: Real Estate ⁽¹⁾		10,786		0.4			10,443		0.4
Forest Products & Paper		10,301		0.4			9,700		0.4
Utilities: Electric		12,598		0.6			8,126		0.3
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

⁽¹⁾ Finance, Insurance, and Real Estate (“FIRE”).

Antares Bain Capital Complete Financing Solution

Prior to April 30, 2019, the Company was party to a limited liability company agreement with Antares Midco Inc. (“Antares”) pursuant to which it invested in ABC Complete Financing Solution LLC, which made investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose was to make investments, primarily in senior secured unitranche loans. The Company recorded its investment in ABCS at fair value. Distributions of income received from ABCS, if any, were recorded as dividend income from controlled affiliate investments in the consolidated statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, were recorded as a return of capital and reduced the amortized cost of controlled affiliate investments.

The Company and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with the Company and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and the Company, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of the Company and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, the Company formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. The Company received its proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. The Company also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, the Company recognized a realized gain of $0.3 million. The Company is no longer a member of ABCS. The assets the Company received from ABCS have been included in the Company’s consolidated financial statements and notes thereto.

In conjunction with the distribution from ABCS, on April 30, 2019, BCSF CFS, LLC entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. On the date of the ABCS distribution, the Company had $577.5 million outstanding on the JPM Credit Facility. See Note 6 for additional information on the JPM Credit Facility.

Below is selected statements of operations information for the three months ended March 31, 2019:

Selected Statements of Operations Information

	For the Three Months Ended
		March 31, 2019
Interest Income		$	38,911
Fee income			188
Total revenues			39,099
Credit facility expenses ⁽¹⁾			16,260
Other fees and expenses			5,066
Total expenses			21,326
Net investment income			17,773
Net increase in members’ capital from operations		$	17,773

⁽¹⁾ As of March 31, 2019 the ABCS Facility had $1,243.4 million of outstanding debt.

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of March 31, 2020, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	99,546	$	2,079,279	$	2,178,825
First Lien Last Out Loans		—		—		16,258		16,258
Second Lien Senior Secured Loans		—		31,687		121,363		153,050
Subordinated Debt		—		—		15,000		15,000
Equity Interests		—		—		99,867		99,867
Preferred Equity		—		—		21,533		21,533
Warrants		—		—		—		—
Total Investments	$	—	$	131,233	$	2,353,300	$	2,484,533
Cash equivalents	$	41,168	$	—	$	—	$	41,168
Forward currency exchange contracts (asset)	$	—	$	12,903	$	—	$	12,903

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2019, according to the fair value hierarchy:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Investments:
First Lien Senior Secured Loans	$	—	$	176,223	$	1,989,621	$	2,165,844
First Lien Last Out Loans		—		—		29,300		29,300
Second Lien Senior Secured Loans		—		51,643		124,027		175,670
Subordinated Debt		—		—		15,000		15,000
Corporate Bonds		—		17,508		—		17,508
Equity Interests		—		—		99,293		99,293
Preferred Equity		—		—		24,318		24,318
Warrants		—		—		122		122
Total Investments	$	—	$	245,374	$	2,281,681	$	2,527,055
Cash equivalents	$	66,965	$	—	$	—	$	66,965
Forward currency exchange contracts (asset)	$	—	$	1,034	$	—	$	1,034
Forward currency exchange contracts (liability)	$	—	$	1,252	$	—	$	1,252

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2020:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Subordinated Debt			Equity Interest			Preferred Equity			Warrants			Total Investments
Balance as of January 1, 2020	$	1,989,621		$	29,300		$	124,027		$	15,000		$	99,293		$	24,318		$	122		$	2,281,681
Purchases of investments and other adjustments to cost		269,337			116			—			—			6,594			—			–			276,047
Paid-in-kind interest		126			—			—			—			—			33			—			159
Net accretion of discounts (amortization of premiums)		1,019			11			90			11			—			—			—			1,131
Proceeds from principal repayments and sales of investments		(130,432	)		(11,622	)		—			—			—			—			—			(142,054	)
Net change in unrealized depreciation on investments		(81,952	)		(1,547	)		(13,762	)		(11	)		(6,020	)		(2,818	)		(122	)		(106,232	)
Net realized losses on investments		(571	)		—			—			—			—			—			—			(571	)
Transfers out of Level 3		(63,815	)		—			(2,735	)		—			—			—			—			(66,550	)
Transfers to Level 3		95,946			—			13,743			—			—			—			—			109,689
Balance as of March 31, 2020	$	2,079,279		$	16,258		$	121,363		$	15,000		$	99,867		$	21,533		$	—		$	2,353,300
Change in unrealized depreciation attributable to investments still held at March 31, 2020	$	(80,065	)	$	(1,361	)	$	(13,762	)	$	(11	)	$	(6,020	)	$	(2,818	)	$	(122	)	$	(104,159	)

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the three months ended March 31, 2020, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2020, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2019:

	First Lien Senior Secured Loans			First Lien Last Out Loans			Second Lien Senior Secured Loans			Subordinated Debt			Investment Vehicles⁽¹⁾		Equity Interest		Preferred Equity		Warrants		Total Investments
Balance as of January 1, 2019	$	439,487		$	27,487		$	145,555		$	39,625		$	279,363	$	26,521	$	2,807	$	—	$	960,845
Purchases of investments and other adjustments to cost		112,743			307			20,096			—			51,467		—		4,722				189,335
Paid-in-kind interest		—			86			—			—			—		—		15		—		101
Net accretion of discounts (amortization of premiums)		371			27			87			17			—		—		—		—		502
Proceeds from principal repayments and sales of investments		(63,507	)		(56	)		(32,659	)		—			—		—		—		—		(96,222	)
Net change in unrealized appreciation (depreciation) on investments		(474	)		515			1,047			(17	)		4,521		9		152		120		5,873
Net realized gains (losses) on investments		(137	)		—			270			—			—		—		—		—		133
Transfers out of Level 3		(71,418	)		—			(17,384	)		—			—		—		—		—		(88,802	)
Transfers to Level 3		114,580			—			2,544			—			—		—		—		—		117,124
Balance as of March 31, 2019	$	531,645		$	28,366		$	119,556		$	39,625		$	335,351	$	26,530	$	7,696	$	120	$	1,088,889
Change in unrealized appreciation (depreciation) attributable to investments still held at March 31, 2019	$	(839	)	$	515		$	1,047		$	(17	)	$	4,521	$	9		$152,	$	120	$	5,508

⁽¹⁾ Represents equity investment in ABCS.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the three months ended March 31, 2019, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the three months ended March 31, 2019, transfers from Level 3 to Level 2 was primarily due to increased price transparency.

Significant Unobservable Inputs

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of March 31, 2020 were as follows:

As of March 31, 2020

Fair Value
of Level 3 Assets ⁽¹⁾

Valuation
Technique

Significant
Unobservable
Inputs

Range of Significant
Unobservable Inputs
(Weighted Average ⁽²⁾)

First Lien Senior Secured Loans

1,926,143

Discounted Cash Flows

Comparative Yields

5.6%-14.2% (8.2%)

First Lien Senior Secured Loans

36,937

Collateral Analysis

Recovery Rate

100.0%

First Lien Last Out

16,258

Discounted Cash Flows

Comparative Yields

13.0%

Second Lien Senior Secured Loans

114,147

Discounted Cash Flows

Comparative Yields

8.4%-21.6% (13.5%)

Subordinated Debt

15,000

Discounted Cash Flows

Comparative Yields

13.4%

Equity Interest

21,138

Comparable Company Multiple

EBITDA Multiple

6.0x-19.0x (10.0x)

Equity Interest

78,729

Discounted Cash Flows

Discount Rate

10.0%-15.8% (14.7%)

Preferred Equity

21,533

Comparable Company Multiple

EBITDA Multiple

6.0x-11.8x (9.3x)

Warrants

–

Comparable Company Multiple

EBITDA Multiple

6.0x

Total investments

2,229,885

⁽¹⁾	Included within the Level 3 assets of $2,353,300 is an amount of $123,415 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).

⁽²⁾	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of March 31, 2020. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach is the comparable company multiple and the recovery rate. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2019 were as follows:

As of December 31, 2019

Fair Value
of Level 3 Assets ⁽¹⁾

Valuation
Technique

Significant
Unobservable
Inputs

Range of Significant
Unobservable Inputs
(Weighted Average⁽²⁾)

First Lien Senior Secured Loans

1,475,477

Discounted Cash Flows

Comparative Yields

4.4%-15.8% (7.7%)

First Lien Senior Secured Loans

6,363

Discounted Cash Flows

Discount Rate

10.0%-10.0% (10.0%)

First Lien Senior Secured Loans

23,181

Collateral Analysis

Recovery Rate

100

First Lien Last Out Loans

29,300

Discounted Cash Flows

Comparative Yields

7.1%-12.5% (10.3%)

Second Lien Senior Secured Loans

115,014

Discounted Cash Flows

Comparative Yields

6.1%-17.0% (10.4%)

Subordinated Debt

15,000

Discounted Cash Flows

Comparative Yields

15.3

Equity Interest

21,495

Comparable Company Multiple

EBITDA Multiple

6.8x-17.5x (9.8x)

Equity Interest

24,514

Discounted Cash Flows

Discount Rate

10.0%-18.8% (13.4%)

Preferred Equity

23,116

Comparable Company Multiple

EBITDA Multiple

7.3x-12.5x (11.0x)

Warrants

122

Comparable Company Multiple

EBITDA Multiple

7.3

Total investments

1,733,582

⁽¹⁾	Included within the Level 3 assets of $2,281,681 is an amount of $548,099 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).

⁽²⁾	Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2019. The significant unobservable input used in the income approach is the comparative yield. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

The fair value of the BCSF Revolving Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of March 31, 2020 and December 31, 2019, approximates the carrying value of such facility. The fair values of the 2018-1 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of March 31, 2020 and December 31, 2019, approximate the carrying value of such facilities. The fair value of the JPM Credit Facility (as defined in Note 6), which is categorized as Level 3 within the fair value hierarchy as of March 31, 2020, approximates the carrying value of such facility. The fair values of the 2019-1 Debt (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of March 31, 2020, approximate the carrying value of such facilities.

Note 5. Related Party Transactions

Investment Advisory Agreement

The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and BCSF Advisors, LP (“the Advisor”). On February 1, 2019, Shareholders approved the Amended Advisory Agreement which replaced the existing Investment Advisory Agreement.

Base Management Fee

The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the base management fee has been revised to a tiered management fee structure so that the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

The Advisor, however, contractually waived its right to receive the Base Management Fee in excess of 0.75% of the aggregate gross assets excluding cash (including capital drawn to pay the Company’s expenses) during any period prior to the IPO. Additionally, for the period from the date of the IPO through December 31, 2019, the Advisor voluntarily waived its right to receive the Base Management Fee in excess of 0.75%. The Advisor was not permitted to recoup any waived amounts. In certain previous filings, management fees were presented on a net basis.

For the three months ended March 31, 2020 and 2019 management fees were $8.7 million and $6.8 million, respectively. For the three months ended March 31, 2020, $0.0 million was contractually waived and $0.0 million was voluntarily waived. For the three months ended March 31, 2019, $0.0 million was contractually waived and $2.3 million was voluntarily waived.

As of March 31, 2020 and December 31, 2019, $16.0 million and $7.3 million remained payable, respectively.

Incentive Fee

For the periods ended March 31, 2020 and 2019, the incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.

The first part, the Incentive Fee based on income (the “Income Fee”), is calculated and payable quarterly in arrears as detailed below.

The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.

Incentive Fee on Pre-Incentive Fee Net Investment Income

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any 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 such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.

Prior to the calendar quarter that commenced on January 1, 2019 the incentive on income was calculated as follows:

(i)

15.0% of the pre-incentive fee net investment income for the current quarter prior to the IPO; or

(ii)

17.5% of the pre-incentive fee net income for the current quarter after the IPO; and

(i)

15.0% of all remaining pre-incentive fee net investment income above the “catch-up” prior to the IPO, or

(ii)

17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after the IPO.

Beginning with the calendar quarter that commenced on January 1, 2019, the incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commenced on or after January 1, 2019 (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commence on or after January 1, 2019) (in either case, the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”

With respect to any calendar quarter that commences on or after January 1, 2019, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our Common Stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.

Commencing on January 1, 2019, the quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

The incentive fee based on income for each calendar quarter is determined as follows:

(i)

No incentive fee based on income is payable to the Advisor for any calendar quarter for which there is no Excess Income Amount;

(ii)

100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount, but is less than or equal to an amount, which the Company refers to as the “Catch-up Amount,” determined as the sum of 1.8182% multiplied by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters; and

(iii)

17.5% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

Incentive Fee Cap

With respect to any calendar quarter that commences on or after January 1, 2019, the incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.

“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.

For the three months ended March 31, 2020 and 2019, the Company incurred $0.0 million and $4.1 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations. The Advisor has voluntarily waived $0.0 million and $2.0 million, respectively, of the income incentive fees earned by the Advisor during the three months ended March 31, 2020 and 2019. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

There was no income incentive or income incentive fee waivers for the three months ended March 31, 2020. As a result of the income incentive fee waivers, the Company incurred $2.1 million of income incentive fees (after waivers) for the three months ended March 31, 2019.

As of March 31, 2020 and December 31, 2019, there was $4.5 million and $4.5 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

Annual Incentive Fee Based on Capital Gains

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals (i) 15% of our realized capital gains as of the end of the fiscal year prior to the IPO, and (ii) 17.5% of our realized capital gains as of the end of the fiscal year after the IPO. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% before the IPO or 17.5% after the IPO, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Because the IPO occurred on a date other than the first day of a fiscal year, a capital gains incentive fee was calculated as of the day before the IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the IPO occurred. For the avoidance of doubt, such capital gains incentive fee was equal to 15% of the Company’s realized capital gains on a cumulative basis from inception through the day before the IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following the IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to the IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to the IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%. In the event that the Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

There was no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of March 31, 2020 and December 31, 2019.

US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

For the three months ended March 31, 2020 and 2019, the Company accrued $0.0 million and $0.0 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations, respectively. As of March 31, 2020 and December 31, 2019, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor (in such capacity, the “Administrator”), pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The Company incurred expenses related to the Administrator of $0.0 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. As of March 31, 2020 and December 31, 2019, there were no outstanding expenses related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the consolidated statements of assets and liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

The Company will invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC initially on August 23, 2016, as amended on March 23, 2018 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of our or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan has a maximum credit limit of $50.0 million and a maturity date of March 27, 2023. The Revolving Advisor Loan accrues interest at the Applicable Federal Rate from the date of such loan until the loan is repaid in full. Please see below under Note 6 for additional details.

Related Party Commitments

As of March 31, 2020 and December 31, 2019, the Advisor held 389,749.51 and 389,695.20 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. Collectively, these investors held 9,539,043.66 and 9,539,043.66 shares of the Company at March 31, 2020 and December 31, 2019, respectively.

Non-Controlled/Affiliate and Controlled Affiliate Investments

Transactions during the three months ended March 31, 2020 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2019		Gross Addition		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of March 31, 2020		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest ⁽¹⁾	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	10,828	$	—	$	—		$	—		$	—	$	10,828	$	438	$	—
Air Comm Corporation LLC, First Lien Senior Secured Loan		27,229		27,161		32		(69	)		(508	)		—		26,616		613		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		1,116		1,869		—		—			(231	)		—		1,638		25		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,363		6,363		—		—			—			—		6,363		159		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		11,863		13,091		—		—			(367	)		—		12,724		267		—
Gale Aviation (Offshore) Co, Equity Interest		63,602		57,773		6,594		—			—			—		64,367		1,650		—
Total Controlled affiliate investment	$	121,001	$	117,085	$	6,626	$	(69	)	$	(1,106	)	$	—	$	122,536	$	3,152	$	—
Total	$	127,721	$	123,805	$	6,626	$	(69	)	$	(1,106	)	$	—	$	129,256	$	3,152	$	—

⁽¹⁾ Non-income producing.

Transactions during the year ended December 31, 2019 in which the issuer was either an Affiliated Person or an Affiliated Person a portfolio company that the Company is deemed to Control are as follows:

Portfolio Company	Principal/ Par Amount		Fair Value as of December 31, 2018		Gross Addition		Gross Reductions			Change in Unrealized Gains (Losses)			Realized Gains (Losses)		Fair Value as of December 31, 2019		Dividend and Interest Income		Other Income
Non-Controlled/affiliate investment
ADT Pizza, LLC, Equity Interest ⁽¹⁾	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Total Non-Controlled/affiliate investment	$	6,720	$	6,720	$	—	$	—		$	—		$	—	$	6,720	$	—	$	—
Controlled affiliate investment
ACC Holdco, LLC, Preferred Equity	$	10,828	$	—	$	11,707	$	(882	)	$	3		$	—	$	10,828	$	955	$	4
Air Comm Corporation LLC, First Lien Senior Secured Loan		27,298		—		26,653		(137	)		645			—		27,161		1,266		—
Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle		—		279,363		1,432		(281,589	)		529			265		—		13,875		—
BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest		1,116		1,243		384		—			242			—		1,869		107		—
BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan		6,363		4,163		2,219		(19	)		—			—		6,363		543		—
BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest		11,863		13,479		—		—			(388	)		—		13,091		1,115		—
Gale Aviation (Offshore) Co, Equity Interest		57,007		—		57,626		(617	)		764			—		57,773		627
Total Controlled affiliate investment	$	114,475	$	298,248	$	100,021	$	(283,244	)	$	1,795		$	265	$	117,085	$	18,488	$	4
Total	$	121,195	$	304,968	$	100,021	$	(283,244	)	$	1,795		$	265	$	123,805	$	18,488	$	4

⁽¹⁾ Non-income producing.

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective February 2, 2019, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of March 31, 2020 and December 31, 2019, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 154% and 164%, respectively.

The Company’s outstanding borrowings as of March 31, 2020 and December 31, 2019 were as follows:

	As of March 31, 2020						As of December 31, 2019
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value (1)
BCSF Revolving Credit Facility	$	500,000	$	427,015	$	427,015	$	500,000	$	268,015	$	268,015
2018-1 Notes		365,700		365,700		363,876		365,700		365,700		363,832
JPM Credit Facility		500,000		449,593		449,593		666,581		546,754		546,754
2019-1 Debt		398,750		398,750		396,091		398,750		398,750		396,034
Revolving Advisor Loan		50,000		18,325		18,325		—		—		—
Total Debt	$	1,814,450	$	1,659,383	$	1,654,900	$	1,931,031	$	1,579,219	$	1,574,635

⁽¹⁾

Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2020 and year ended December 31, 2019 were 4.1% and 4.7%, respectively.

The following table shows the contractual maturities of our debt obligations as of March 31, 2020:

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	427,015	$	50,000	$	377,015	$	—	$	—
2018-1 Notes		365,700		—		—		—		365,700
JPM Credit Facility		449,593		50,000		—		399,593		—
2019-1 Debt		398,750		—		—		—		398,750
Revolving Advisor Loan		18,325		—		18,325		—		—
Total Debt Obligations	$	1,659,383	$	100,000	$	395,340	$	399,593	$	764,450

BCSF Revolving Credit Facility

On October 4, 2017, the Company entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

On January 8, 2020, the Company entered into an amended and restated credit agreement of its BCSF Revolving Credit Facility. The amendment amends the existing credit facility to, among other things, modify various financial covenants, including removing a liquidity covenant and adding a net asset value covenant with respect to the Company, as sponsor.

On March 31, 2020, the Parties entered into Omnibus Amendment No. 1 to the amended and restated credit agreement. The amendment amends the existing credit facility to, among other things, provide for enhanced flexibility to purchase or contribute and borrow against revolving loans and delayed draw term loans, and to count certain additional assets in the calculation of collateral for the outstanding advances; increase the spread payable under the facility from 2.50% to 3.25% per annum; include additional events of default to the existing credit facility, including but not limited to, a qualified equity raise not effected on or prior to June 22, 2020; and, after June 22, 2020, require the Company to maintain at least $50.0 million of unencumbered liquidity or pay down the facility by at least $50.0 million.

Assets that are pledged as collateral for the BCSF Revolving Credit Facility are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the BCSF Revolving Credit Facility.

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of March 31, 2020, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 3.25%. As of December 31, 2019, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. The Company pays an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

As of March 31, 2020 and December 31, 2019, there were $427.0 million and $268.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and the Company was in compliance with the terms of the BCSF Revolving Credit Facility.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,398	$	4,988
Unused facility fee		94		87
Amortization of deferred financing costs and upfront commitment fees		266		264
Total interest and debt financing expenses	$	4,758	$	5,339

2018-1 Notes

On September 28, 2018, (the “2018-1 Closing Date”), we, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of us, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the 2018-1 Issuer consisting primarily of middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

The CLO Transaction was executed through a private placement of the following 2018-1 Notes:

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at March 31, 2020
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		3.37	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		3.32	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		3.97	%
Class B		29,300	3.00% + 3 Month LIBOR		4.82	%
Class C		30,400	4.00% + 3 Month LIBOR		5.82	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030. The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. As of March 31, 2020, the Company’s Membership Interests are pledged as collateral to the BCSF Revolving Credit Facility.

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price of at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports and providing required services in connection with the administration of the 2018-1 Issuer.

As of March 31, 2020, there were 59 first lien and second lien senior secured loans with a total fair value of approximately $415.7 million and cash of $8.9 million securing the 2018-1 Notes. As of December 31, 2019, there were 61 first lien and second lien senior secured loans with a total fair value of approximately $435.8 million and cash of $9.1 million securing the 2018-1 Notes. Assets that are pledged as collateral for the 2018-1 Notes are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture governing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes. As of March 31, 2020 and December 31, 2019, the Company was in compliance with its covenants related to the 2018-1 Notes.

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2018-1 Issuer was $1.8 million and $1.9 million as of March 31, 2020 and December 31, 2019, respectively.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	3,518	$	4,238
Amortization of deferred financing costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	3,561	$	4,281

Citibank Revolving Credit Facility

On February 19, 2019, the Company entered into a credit and security agreement (the “Credit Agreement” or the “Citibank Revolving Credit Facility”) with the Company as equity holder and servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian. The Credit Agreement is effective as of February 19, 2019.

The facility amount under the Credit Agreement is $350.0 million. Proceeds of the loans under the Credit Agreement may be used to acquire certain qualifying loans and such other uses as permitted under the Credit Agreement. The period from the closing date until February 19, 2020 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the Credit Agreement. The final maturity date is the earliest of: (a) the business day designated by the Borrower as the final maturity date upon not less than three business days’ prior written notice to the Administrative Agent, the Collateral Agent, the Lenders, the Custodian and the Collateral Administrator, (b) February 19, 2022 and (c) the date on which the Administrative Agent provides notice of the declaration of the final maturity date after the occurrence of an event of default. The Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Borrowings under the Citibank Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. During the period prior to the last day of the reinvestment period, borrowings under the Credit Agreement will bear interest at a rate equal to the three-month LIBOR plus 1.60%. Commencing on the last day of the reinvestment period, the interest rate on borrowings under the Credit Agreement will reset to three-month LIBOR plus 2.60% for the remaining term of the Credit Agreement. We pay an unused commitment fee based on a corresponding utilization rate; (i) 0 basis points (0.00%) per annum when greater than or equal to 85.0% utilization, (ii) 25 basis points (0.25%) per annum when greater than or equal to 75.0% but less than 85.0% utilization, (iii) 50 basis points (0.50%) per annum when greater than or equal to 50.0% but less than 75.0% utilization, (iv) 75 basis points (0.75%) per annum when greater than or equal to 25.0% but less than 50% utilization, or (v) 100 basis points (1.00%) per annum when less than 25.0% utilization.

On August 28, 2019, the Citibank Revolving Credit Facility was terminated. The proceeds from the 2019-1 Debt were used to repay the total outstanding debt.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	—	$	906
Unused facility fee		—		14
Amortization of deferred financing costs and upfront commitment fees		—		6
Total interest and debt financing expenses	$	—	$	926

JPM Credit Facility

On April 30, 2019, the Company entered into a loan and security agreement (the “JPM Credit Agreement” or the “JPM Credit Facility”) as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The facility amount under the JPM Credit Agreement was $666.6 million. Borrowings under the JPM Credit Facility bore interest at LIBOR plus 2.75%.

On January 29, 2020, the Company entered into an amended and restated loan and security agreement (the "Amended Loan and Security Agreement") as Borrower, with JPMorgan Chase Bank, National Association, as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank. The Amended Loan and Security Agreement amended the Existing Loan and Security Agreement to, among other things, (1) decrease the financing limit under the agreement from $666.6 million to $500.0 million; (2) decrease the minimum facility amount from $466.6 million to $300.0 million period from January 29, 2020 to July 29, 2020 (the minimum facility amount will increase to $350.0 million after July 29, 2020 until the end of the reinvestment period); (3) decrease the interest rate on financing from 2.75% per annum over the applicable London Interbank Offered Rate ("LIBOR") to 2.375% per annum over the applicable LIBOR; and (4) extend the scheduled termination date of the agreement from November 29, 2022 to January 29, 2025.

On March 20, 2020, the Company entered into a second amended and restated loan and security agreement between the parties (the "Second Amended Loan and Security Agreement"). The Second Amended Loan and Security Agreement, among other things, provides flexibility to contribute and borrow against revolving loans, reduce the amount required to be reserved for unfunded revolvers and delayed draw obligations and decreases the financing limit by $50.0 million within 90 days or, based on the occurrence of certain events, such earlier period as may be set forth in the Second Amended Loan and Security Agreement. The Company shall pay to the Administrative Agent $50.0 million to the prepayment of Advances and the Financing Commitments shall be reduced by the amount of principal so prepaid on the earlier of two Business days following the closing of the Rights Offering and June 18, 2020.

The facility amount under the JPM Credit Agreement is $500.0 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date of the amendment until January 29, 2023 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

The maturity date is the earliest of: (a) January 29, 2025, (b) the date on which the secured obligations become due and payable following the occurrence of an event of default, (c) the date on which the advances are repaid in full and (d) the date after a market value cure failure occurs on which all portfolio investments have been sold and proceeds therefrom have been received by the Borrower. The stated maturity date of January 29, 2025 may be extended for successive one year periods by mutual agreement of the Borrower and the Administrative Agent.

The JPM Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Borrowings under the JPM Credit Facility bear interest at LIBOR plus a margin. As of March 31, 2020, the JPM Credit Facility was accruing interest expense at a rate of LIBOR plus 2.375%. The Company pays an unused commitment fee of between 37.5 basis points (0.375%) and 75 basis points (0.75%) per annum depending on the size of the unused portion of the facility. Interest is payable quarterly in arrears.

As of March 31, 2020, there were $449.6 million borrowings under the JPM Credit Facility and we were in compliance with the terms of the JPM Credit Facility.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,924	$	—
Unused facility fee		162		—
Amortization of deferred financing costs and upfront commitment fees		275		—
Total interest and debt financing expenses	$	5,361	$	—

2019-1 Debt

On August 28, 2019, the Company, through BCC Middle Market CLO 2019-1 LLC (the “2019-1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019-1 Co-Issuer, LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019-1 CLO Transaction”). The notes issued in connection with the 2019-1 CLO Transaction (the “2019-1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019-1 Portfolio”). The Co-Issuers also issued Class A-1L Loans (the “Loans” and, together with the 2019-1 Notes, the “2019-1 Debt”). The Loans are also secured by the 2019-1 Portfolio. At the 2019-1 closing date, the 2019-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019-1 CLO Transaction.

The 2019-1 CLO Transaction was executed through a private placement of the following 2019-1 Debt:

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at March 31, 2020
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		3.53	%
Class A-1		222,500	1.70% + 3 Month LIBOR		3.53	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		4.53	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		5.43	%
Class C		32,500	4.75% + 3 Month LIBOR		6.58	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

The Loans and the Class A-1, A-2A, A-2B, and B Notes were issued at par. The Class C Notes were issued at a discount. The Notes are scheduled to mature on October 15, 2031. The Company received 100% of the membership interests (the “Membership Interests”) in the 2019-1 Issuer in exchange for its sale to the 2019-1 Issuer of the initial closing date loan portfolio. The Membership Interests do not bear interest. As of March 31, 2020, the Company’s Membership Interests are pledged as collateral to the BCSF Revolving Credit Facility.

The Loans and Class A-1, A-2A, A-2B, B, and C Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

The Company serves as portfolio manager of the 2019-1 Issuer pursuant to a portfolio management agreement between the Company and the 2019-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019-1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019-1 Issuer and in accordance with the 2019-1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019-1 Co-Issuers for so long as the 2019-1 Debt remains outstanding.

The 2019-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019-1 Issuer.

As of March 31, 2020, there were 66 first lien and second lien senior secured loans with a total fair value of approximately $458.7 million and cash of $9.8 million securing the 2019-1 Debt. As of December 31, 2019, there were 65 first lien and second lien senior secured loans with a total fair value of approximately $471.3 million and cash of $22.4 million securing the 2019-1 Notes. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of March 31, 2020, the Company was in compliance with its covenants related to the 2019-1 Debt.

Costs of the offering, including the discount of the Class C Notes, of $2.8 million were incurred in connection with debt securitization of the 2019-1 Debt by the 2019-1 Co-Issuers which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019-1 Debt on the consolidated statements of assets and liabilities and are being amortized over the life of the 2019-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2019-1 Issuer was $2.7 million as of March 31, 2020. The 2019-1 issuer was not in existence as of March 31, 2019 and the 2019-1 Debt were not outstanding.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the 2019-1 Co-Issuers were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,137	$	—
Amortization of deferred financing costs and upfront commitment fees		57		—
Total interest and debt financing expenses	$	4,194	$	—

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan has a maximum credit limit of $50.0 million and a maturity date of March 27, 2023. The Revolving Advisor Loan accrues interest at the Applicable Federal Rate from the date of such loan until the loan is repaid in full. The Applicable Federal Rate as of March 31, 2020 was 1.59%. As of March 31, 2020, there were $18.3 million borrowings under the Revolving Advisor Loan.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	2	$	—

Total interest and debt financing expenses	$	2	$	—

Note 7. Derivatives

The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of March 31, 2020 and December 31, 2019 is included on the consolidated schedule of investments by contract. The Company had collateral receivable of $0.4 million and collateral payable of $0.5 million for March 31, 2020 and collateral payable of $0.3 million for December 31, 2019 with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the consolidated statements of assets and liabilities.

For the three months ended March 31, 2020, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $245.4 million. For the three months ended March 31, 2019, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $128.0 million.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of March 31, 2020.

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities		Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities		Cash Collateral paid (received) ⁽¹⁾			Net Amounts ⁽²⁾
Bank of New York	Unrealized appreciation on forward currency contracts	$	1,128	$	—	$	1,128	$	(471	)	$	657
Citibank	Unrealized appreciation on forward currency contracts	$	240	$	—	$	240	$	—		$	240
Goldman Sachs	Unrealized appreciation on forward currency contracts	$	11,535	$	—	$	11,535	$	—		$	11,535

⁽¹⁾

Amount excludes excess cash collateral paid.

⁽²⁾

Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2019:

Counterparty	Account in the consolidated statements of assets and liabilities	Gross amount of assets on the consolidated statements of assets and liabilities		Gross amount of (liabilities) on the consolidated statements of assets and liabilities			Net amount of assets or (liabilities) presented on the consolidated statements of assets and liabilities			Cash Collateral paid (received) ⁽¹⁾			Net Amounts ⁽²⁾
Bank of New York	Unrealized appreciation on forward currency contracts	$	1,034	$	—		$	1,034		$	(341	)	$	693
Citibank	Unrealized appreciation on forward currency contracts	$	—	$	(1	)	$	(1	)	$	1		$	—
Goldman Sachs	Unrealized appreciation on forward currency contracts	$	—	$	(1,251	)	$	(1,251	)	$	—		$	(1,251	)

(1)

Amount excludes excess cash collateral paid.

(2)

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended March 31, 2020 and 2019 was as follows:

	For the Three Months Ended March 31,
	2020		2019
Net realized gain on forward currency exchange contracts	$	1,505	$	3,633
Net change in unrealized appreciation on forward currency exchange contracts		13,121		(3,283	)
Total net realized and unrealized gains on forward currency exchange contracts	$	14,626	$	350

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($13.6) million and $0.5 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2020 and 2019, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $14.6 million and $0.3 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $1.0 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively.

Note 8. Distributions

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2020:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 20, 2020	March 31, 2020	April 30, 2020	$	0.41	$	21,176
Total distributions declared			$	0.41	$	21,176

The distributions declared during the three months ended March 31, 2020 were derived from investment company taxable income and net capital gain, if any.

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2019:

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,108
Total distributions declared			$	0.41	$	21,108

The distributions declared during the three months ended March 31, 2019 were derived from investment company taxable income and net capital gain, if any.

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.

Note 9. Common Stock/Capital

The Company has authorized 100,000,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.

Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of March 31, 2020 and December 31, 2019, BCSF Advisors, LP contributed in aggregate $7.8 million to the Company and received 389,749.51 shares of the Company and contributed $7.8 million to the Company and received 389,695.20 shares of the Company, respectively. At March 31, 2020 and December 31, 2019, BCSF Advisors, LP owned 0.75% and 0.75%, respectively, of the outstanding common stock of the Company.

On November 19, 2018, the Company closed its initial public offering (the “IPO”) issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.

For the three months ended March 31, 2020 and 2019, there were no shares issued or shares issued pursuant to the dividend reinvestment plan.

BCSF Investments, LLC and certain individuals, including Michael A. Ewald, the Company’s Chief Executive Officer and a Managing Director of Bain Capital Credit; Jonathan S. Lavine, Co-Managing Partner of Bain Capital, LP and Founder and Chief Investment Officer of Bain Capital Credit; John Connaughton, Co-Managing Partner of Bain Capital, LP; Jeffrey B. Hawkins, Chairman of the Company’s Board of Directors and a Managing Director of Bain Capital Credit; and Michael J. Boyle, the Company’s Vice President and Treasurer and a Managing Director of Bain Capital Credit, adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of the Company’s common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. As of December 31, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

On May 7, 2019, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Securities Exchange Act of 1934. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2020, there have been no repurchases of common stock.

Note 10. Commitments and Contingencies

Commitments

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.

As of March 31, 2020, the Company had $90.9 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date ⁽¹⁾		Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver		5/5/2025	$	1,155
Abracon Group Holding, LLC. - Revolver		7/18/2024		2,833
Allworth Financial Group, L.P. - Revolver		12/31/2025		2,431
AMI US Holdings Inc. - Revolver		4/1/2024		140
Amspec Services, Inc. - Revolver		7/2/2024		113
Ansira Holdings, Inc. - Delayed Draw		12/20/2022		1,509
AP Plastics Group, LLC - Revolver		8/2/2021		1,417
Appriss Holdings, Inc. - Revolver		5/30/2025		2,383
Aramsco, Inc. - Revolver		8/28/2024		1,581
Batteries Plus Holding Corporation - Revolver		7/6/2022		710
Captain D's LLC - Revolver		12/15/2023		485
CMI Marketing Inc. - Revolver		5/24/2023		704
Cruz Bay Publishing, Inc. - Delayed Draw		5/4/2020		1,098
CST Buyer Company - Revolver		10/3/2025		876
Direct Travel, Inc. - Delayed Draw		12/1/2021		7,030
Dorner Manufacturing Corp - Revolver		3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver		6/15/2022		1,275
Element Buyer, Inc. - Delayed Draw		7/18/2025		2,267
Grammer Purchaser, Inc. - Revolver		9/30/2024		683
Green Street Parent, LLC - Revolver		8/27/2025		1,210
Hightower Holding, LLC - Delayed Draw		1/31/2025		6,640
Horizon Telcom, Inc. - Delayed Draw		6/15/2023		806
Ivy Finco Limited - First Lien Senior Secured Loan		5/19/2025		2,746
JHCC Holdings, LLC - Delayed Draw		9/9/2025		6,262
JHCC Holdings, LLC - Revolver		9/9/2025		2,463
Kellstrom Commercial Aerospace, Inc. - Delayed Draw		7/1/2025		3,838
Margaux Acquisition Inc. - Delayed Draw		12/19/2024		7,139
Margaux UK Finance Limited - Revolver		12/19/2024		4
MRI Software LLC - Delayed Draw		2/10/2026		3,906
MRI Software LLC - Revolver		2/10/2026		891
Profile Products LLC - Revolver		12/20/2024		1,150
Refine Intermediate, Inc. - Revolver		9/3/2026		4,450
Solaray, LLC - Revolver		9/9/2022		623
Tidel Engineering, L.P. - Revolver		3/1/2023		1,417
TLC Purchaser, Inc. - Delayed Draw		10/13/2025		7,119
TLC Purchaser, Inc. - Revolver		10/13/2025		1,068
Ventiv Holdco, Inc. - Revolver		9/3/2025		2,981
Whitcraft LLC - Revolver		4/3/2023		362
WU Holdco, Inc. - Revolver		3/26/2025		26
YLG Holdings, Inc. - Delayed Draw		10/31/2025		5,127
YLG Holdings, Inc. - Revolver		10/31/2025		855
Total First Lien Senior Secured Loans			$	90,872

⁽¹⁾

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾

Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2020.

As of December 31, 2019, the Company had $215.8 million of unfunded commitments under loan and financing agreements as follows:

	Expiration Date ⁽¹⁾	Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver	5/5/2025	$	5,043
Abracon Group Holding, LLC. - Revolver	7/18/2024		2,833
AMI US Holdings Inc. - Revolver	4/1/2024		977
Amspec Services, Inc. - Revolver	7/2/2024		3,542
Ansira Holdings, Inc. - Delayed Draw	12/20/2022		1,509
AP Plastics Group, LLC - Revolver	8/2/2021		8,500
Appriss Holdings, Inc. - Revolver	5/30/2025		4,711
Aramsco, Inc. - Revolver	8/28/2024		2,766
Batteries Plus Holding Corporation - Revolver	7/6/2022		4,250
Captain D’s LLC - Revolver	12/15/2023		577
CB Nike Intermediate Co Ltd - Revolver	10/31/2025		2,878
Clinical Innovations, LLC - Revolver	10/17/2022		380
CMI Marketing Inc. - Revolver	5/24/2023		2,112
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
Cruz Bay Publishing, Inc. - Delayed Draw	2/28/2020		1,098
Cruz Bay Publishing, Inc. - Revolver	2/28/2020		535
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		1,290
Direct Travel, Inc. - Delayed Draw	12/1/2021		7,030
Direct Travel, Inc. - Revolver	12/1/2021		4,250
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		3,542
Element Buyer, Inc. - Delayed Draw	7/18/2025		7,933
Element Buyer, Inc. - Revolver	7/19/2024		2,833
FFI Holdings I Corp - Delayed Draw	1/24/2025		677
FFI Holdings I Corp - Revolver	1/24/2025		1,994
Fineline Technologies, Inc. - Revolver	11/4/2022		655
Grammer Purchaser, Inc. - Revolver	9/30/2024		998
Great Expressions Dental Center PC - Revolver	9/28/2022		150
Green Street Parent, LLC - Revolver	8/27/2025		2,419
GSP Holdings, LLC - Revolver	11/6/2025		4,307
Hightower Holding, LLC - Delayed Draw	1/31/2025		6,640
Horizon Telcom, Inc. - Delayed Draw	6/15/2023		1,256
Horizon Telcom, Inc. - Revolver	6/15/2023		116
Ivy Finco Limited - First Lien Senior Secured Loan	5/19/2025		5,817
JHCC Holdings, LLC - Delayed Draw	9/9/2025		8,500
JHCC Holdings, LLC - Revolver	9/9/2025		1,820
Kellstrom Commercial Aerospace, Inc. - Delayed Draw	7/1/2025		3,838
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		640
Margaux Acquisition Inc. - Delayed Draw	12/19/2024		7,139
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		662
Mertus 522. GmbH - Delayed Draw	5/28/2026		13,761
Profile Products LLC - Revolver	12/20/2024		3,833
RoC Opco LLC - Revolver	2/25/2025		10,241
Solaray, LLC - Revolver	9/9/2022		1,077
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan	8/1/2024		10,638
Symplr Software, Inc. - Revolver	11/30/2023		466
TCFI Aevex LLC - Revolver	5/13/2025		138
TEI Holdings Inc. - Revolver	12/23/2025		3,018
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		4,984
Ventiv Holdco, Inc. - Revolver	9/3/2025		3,407
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		2,284
WU Holdco, Inc. - Delayed Draw	3/26/2026		4,801
WU Holdco, Inc. - Revolver	3/26/2025		3,944
YLG Holdings, Inc. - Delayed Draw	10/31/2025		5,127
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Zywave, Inc. - Revolver	11/17/2022		851
Total First Lien Senior Secured Loans		$	215,795

⁽¹⁾ Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

⁽²⁾ Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2019.

Contingencies

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.

Note 11. Financial Highlights

The following is a schedule of financial highlights for the three months ended March 31, 2020 and 2019:

	For The Three Months Ended March 31,
	2020			2019
Per share data:
Net asset value at beginning of period	$	19.72		$	19.46
Net investment income ⁽¹⁾		0.44			0.41
Net realized gain (loss) ⁽¹⁾⁽⁷⁾		(0.18	)		0.05
Net change in unrealized appreciation (depreciation) ^(1)(2)(8)		(2.28	)		0.30
Net increase (decrease) in net assets resulting from operations ^(1)(9)(10)		(2.02	)		0.76
Stockholder distributions from income ⁽³⁾		(0.41	)		(0.41	)
Net asset value at end of period	$	17.29		$	19.81

Net assets at end of period	$	892,777		$	1,019,834
Shares outstanding at end of period		51,649,812.27			51,482,137.46
Per share market value at end of period	$	9.27		$	19.30
Total return based on market value ⁽¹²⁾		(51.01	)%		17.47	%
Total return based on net asset value ⁽⁴⁾		(10.24	)%		3.91	%
Ratios:
Ratio of net investment income to average net assets ^(5)(11)(13)		8.90	%		8.55	%
Ratio of total net expenses to average net assets ^(5)(11)(13)		11.47	%		7.59	%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets ^(5)(13)		7.07	%		4.27	%
Ratio of expenses (without incentive fees) to average net assets ^(5)(11)(13)		11.47	%		7.38	%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets ^(5)(11)(13)		3.45	%		2.72	%
Average principal debt outstanding	$	1,581,868		$	833,999
Portfolio turnover ⁽⁶⁾		7.21	%		10.81	%

⁽¹⁾

The per share data was derived by using the weighted average shares outstanding during the period.

⁽²⁾

Net change in unrealized appreciation (depreciation) on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.

⁽³⁾

The per share data for distributions reflects the actual amount of distributions declared during the period.

⁽⁴⁾

Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return has not been annualized.

⁽⁵⁾

The computation of average net assets during the period is based on averaging net assets for the periods reported.

⁽⁶⁾

Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.

⁽⁷⁾

Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts and net realized gain (loss) on foreign currency transactions.

⁽⁸⁾

Net change in unrealized appreciation (depreciation) includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation (depreciation) on forward currency exchange contracts and net change in unrealized appreciation (depreciation) on foreign currency translation.

⁽⁹⁾

The sum of quarterly per share amounts presented in previously filed financial statements on Form 10-Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.

⁽¹⁰⁾

Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase in net assets per share on the consolidated statements of operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

⁽¹¹⁾

The ratio of voluntary incentive fee waiver to average net assets was 0.00% and (0.20%) for the three months ended March 31, 2020 and 2019, respectively (Note 5). The ratio of voluntary management fee waiver to average net assets was 0.00% and (0.22%) for the three months ended March 31, 2020 and 2019, respectively (Note 5). The ratio of net investment income without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the three months ended March 31, 2020 would be 8.90%. The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the three months ended March 31, 2019 would be 8.13%. The ratio of total expenses without the voluntary incentive fee waiver and voluntary management fee waiver to average net assets for the three months ended March 31, 2020 would be 11.47%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the three months ended March 31, 2019 would be 8.02%.

⁽¹²⁾

Total return based on market value (not annualized) is calculated as the change in market value per share during the period, assuming dividends and distributions, plus the declared distributions, divided by the beginning market price for the period. Total return has not been annualized.

⁽¹³⁾

Ratio is annualized. Incentive fees, voluntary incentive fee waivers, and voluntary management fee waivers, if any, included within the ratio are not annualized.

Note 12. Subsequent Events

On May 4, 2020, the Company's Board of Directors approved a transferable subscription rights offering to our stockholders of record as of May 13, 2020. The rights will entitle record stockholders to subscribe for up to an aggregate of 12,912,453 shares of our common stock at an estimated price per share of $9.46. Record stockholders will receive one right for each share of common stock owned on the record date. The rights will entitle the holders to purchase one new share of common stock for every four rights held, and record stockholders who fully exercise their rights will be entitled to subscribe, subject to certain limitations and allotment, for additional shares that remain unsubscribed as a result of any unexercised rights. The rights are transferable and we have applied to list the rights on the New York Stock Exchange under the symbol “BCSF RT”. Our Board has determined that it is in the best interest of the Company and its stockholders to raise additional equity capital, via the rights offering, to (i) repay outstanding indebtedness, including indebtedness under the BCSF Revolving Credit Facility and the JPM Credit Facility, in an aggregate amount equal to at least $100 million, in order to continue to maintain an appropriate level of debt in a challenging market environment, (ii) support our existing portfolio companies, particularly in light of current market conditions, and (iii) make opportunistic investments, in accordance with our investment objectives and policies, in assets that the Advisor believes have become undervalued due to the current extreme market volatility, and on more attractive terms than we would otherwise be able to obtain under typical, less volatile market conditions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2020. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

Overview

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through March 31, 2020, we have invested approximately $3.7 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We generally seek to retain effective voting control in respect of the loans or particular classes of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities, including common and preferred equity, on an opportunistic basis, and in secondary purchases of assets or portfolios but such investments are not the principal focus of our investment strategy. In addition, we may invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.

Investments

Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make. Due to the impact of COVID-19 and related measures taken to contain its spread, investment activity for the first quarter of 2020 was focused primarily on meeting undrawn commitments from existing portfolio companies and, to a lesser extent, opportunistically pursuing investments made available or potentially more attractively priced as a result of market disruptions. The future duration and breadth of the adverse impact of COVID-19 on the broader markets in which the Company invests cannot currently be accurately predicted and future investment activity of the Company will be subject to these effects and the related uncertainty.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

Revenues

We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.

Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2020 and December 31, 2019, 99.7% and 99.0%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Expenses

Our primary operating expenses include the payment of fees to our Advisor under the investment advisory agreement (the “Investment Advisory Agreement”), our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

our operational and organizational cost;

the costs of any public offerings of our common stock and other securities, including registration and listing fees;

costs of calculating our net asset value (including the cost and expenses of any third-party valuation services);

fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including our Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments, monitoring our investments and, if necessary, enforcing our rights;

interest payable on debt and other borrowing costs, if any, incurred to finance our investments;

costs of effecting sales and repurchases of our common stock and other securities;

the base management fee and any incentive fee;

distributions on our common stock;

transfer agent and custody fees and expenses;

the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

other expenses incurred by BCSF Advisors or us in connection with administering our business, including payments made to third-party providers of goods or services;

brokerage fees and commissions;

federal and state registration fees;

U.S. federal, state and local taxes;

Independent Director fees and expenses;

costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;

costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

costs of holding stockholder meetings;

our fidelity bond;

directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

litigation, indemnification and other non-recurring or extraordinary expenses;

direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit, compliance, tax and legal costs;

fees and expenses associated with marketing efforts;

dues, fees and charges of any trade association of which we are a member; and

all other expenses reasonably incurred by us or the Administrator in connection with administering our business.

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board of Directors (our “Board”). We incurred expenses related to the Administrator of $0.0 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively, which is included in other general and administrative expenses on the consolidated statements of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Leverage

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), as of March 31, 2020, is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook.

Impact of COVID-19

In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease ("COVID-19") emerged in China and spread rapidly to across the world, including to the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. The extent to which the COVID-19 pandemic will adversely impact the Company’s business, financial condition, liquidity and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of this outbreak, and any future outbreaks.

It is clear that these types of events are negatively impacting and will, for at least some time, continue to negatively impact the Company and portfolio companies and in many instances the impact will be profound. For example, smaller and middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Such emerging events, to the extent experienced, will cause the Company to suffer a loss on its investments or interest thereon. The Company will also be negatively affected if the operations and effectiveness of the Adviser or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to regular business operations. The Company has limited exposure to cyclical industries, including those currently experiencing significant distress, such as the energy, hospitality, and airline industries. The Company has no direct investments in commercial aviation companies and has focused on identifying portfolio companies in defensive industries such as technology, aerospace & defense and healthcare & pharmaceuticals with an emphasis on the durability of a portfolio company’s cash flow profile.

With respect to the Company’s investments, we are taking incremental steps in actively overseeing all of our individual portfolio companies. These measures include, among other things, (i) frequent communication with our portfolio company management teams and related private equity sponsors to understand the expected financial performance impact of the COVID-19 pandemic; (ii) re-underwriting our portfolio companies to understand the impact if the current economic environment persists; and (iii) the creation of an internal working group focused on understanding the potential financial needs of our portfolio companies and engaging with these companies and their private equity sponsors, as needed.

The effects of the COVID-19 pandemic on economic and market conditions have increased the Company’s demands to provide capital to its existing portfolio companies. During the month of March 2020, we received unprecedented draw requests on revolving credit and delayed draw facilities we provided to our portfolio companies as many of them sought to husband excess cash as a defensive measure in these uncertain times. All of those draws were met in a timely fashion and we maintain adequate cash and additional borrowing capacity in reserve to meet any further such draw requests.

The Company experienced a significant reduction in our net asset value as of March 31, 2020 as compared to our net asset value as of December 31, 2019. The significant decrease is primarily the result of the impact of the COVID-19 pandemic. During the three months ended March 31, 2020, the Company had significant net losses driven by unrealized depreciation across the fair value of the Company’s investments due to spread widening.

The decline in value of the Company’s net asset value, together, with the new fundings of draw requests on revolving credit and delayed draw facilities, caused the Company’s asset coverage to decrease as of March 31, 2020 as compared to our asset coverage as of December 31, 2019. As of March 31, 2020, we are permitted under the 1940 Act, as a BDC, to borrow amounts such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness. As of March 31, 2020, the Company’s asset coverage was 154%.

As of March 31, 2020, the Company was in compliance with its asset coverage requirements under the 1940 Act. In addition, the Company was in compliance with all financial covenants within its credit facilities as of March 31, 2020. However, any continued increase in realized or unrealized depreciation of our investment portfolio or further significant reductions in our net asset value as a result of the effects of the COVID-19 pandemic or otherwise increase the risk of breaching the relevant covenants and requirements. Any breach of these requirements may adversely affect the Company's access to sufficient debt and equity capital. The effects of the COVID-19 pandemic may also cause the Company to limit distributions.

It is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company, the Adviser and portfolio companies.

Portfolio and Investment Activity

During the three months ended March 31, 2020, we invested $276.3 million, including PIK, in 52 portfolio companies, and had $180.7 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $95.6 million for the period. Of the $276.3 million invested during the three months ended March 31, 2020, $165.4 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended March 31, 2019, we invested $275.6 million, including PIK, in 45 portfolio companies, including ABCS as a single portfolio company, and had $192.2 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $83.4 million for the period.

The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2020 (dollars in thousands):

	As of March 31, 2020
											Weighted Average Yield ⁽¹⁾ at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	2,283,074		87.0	%	$	2,178,825		87.7	%		6.9	%		7.2	%
First Lien Last Out Loans		16,821		0.6			16,258		0.6			10.7			11.1
Second Lien Senior Secured Loans		187,660		7.2			153,050		6.2			9.2			10.8
Subordinated Debt		14,763		0.6			15,000		0.6			12.7			12.5
Equity Interests		103,332		3.9			99,867		4.0			10.1			9.9
Preferred Equity		19,584		0.7			21,533		0.9			15.1			15.0
Warrants		—		0.0			—		0.0			N/A			N/A
Total	$	2,625,234		100.0	%	$	2,484,533		100.0	%		7.3	%		7.6	%

⁽¹⁾

Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our stockholders.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
											Weighted Average Yield ⁽¹⁾ at
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost			Market Value
First Lien Senior Secured Loans	$	2,167,932		85.4	%	$	2,165,844		85.7	%		7.5	%		7.5	%
First Lien Last Out Loans		28,315		1.1			29,300		1.2			9.9			9.5
Second Lien Senior Secured Loans		187,565		7.4			175,670		7.0			9.7			10.0
Subordinated Debt		14,752		0.6			15,000		0.5			13.5			13.3
Corporate Bonds		22,412		0.9			17,508		0.7			8.5			10.8
Equity Interests		96,736		3.8			99,293		3.9			7.7			7.5
Preferred Equity		19,551		0.8			24,318		1.0			15.1			15.1
Warrants		—		0.0			122		0.0			N/A			N/A
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%		7.8	%		7.8	%

⁽¹⁾

The following table presents certain selected information regarding our investment portfolio as of March 31, 2020:

	As of
	March 31, 2020
Number of portfolio companies		108
Percentage of debt bearing a floating rate ⁽¹⁾		99.7	%
Percentage of debt bearing a fixed rate ⁽¹⁾		0.3	%

⁽¹⁾ Measured on a fair value basis.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2019:

	As of
	December 31, 2019
Number of portfolio companies		114
Percentage of debt bearing a floating rate ⁽¹⁾		99.0	%
Percentage of debt bearing a fixed rate ⁽¹⁾		1.0	%

⁽¹⁾

Measured on a fair value basis.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2020 (dollars in thousands):

	As of March 31, 2020
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,579,499		98.3	%	$	2,458,445		98.9	%
Non-accrual		45,735		1.7			26,088		1.1
Total	$	2,625,234		100	%	$	2,484,533		100	%

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	2,523,110		99.4	%	$	2,523,626		99.9	%
Non-accrual		14,153		0.6			3,429		0.1
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2020, there had been three loans placed on non-accrual in the Company's portfolio and only 1.1% of portfolio, based on fair value, was on non-accrual status. This is compared to two loans on non-accrual as of December 31, 2019 and 0.1% of the portfolio being on non-accrual status.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2020 (dollars in thousands):

	As of March 31, 2020
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	55,128		2.0	%	$	55,128		2.2	%
Foreign cash		943		0.0			632		0.0
Restricted cash		18,706		0.7			18,706		0.7
First Lien Senior Secured Loans		2,283,074		84.6			2,178,825		85.1
First Lien Last Out Loans		16,821		0.6			16,258		0.6
Second Lien Senior Secured Loans		187,660		7.0			153,050		6.0
Subordinated Debt		14,763		0.6			15,000		0.7
Equity Interests		103,332		3.8			99,867		3.9
Preferred Equity		19,584		0.7			21,533		0.8
Warrants		—		0.0			—		0.0
Total	$	2,700,011		100.0	%	$	2,558,999		100.0	%

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
Cash and cash equivalents	$	36,531		1.4	%	$	36,531		1.4	%
Foreign cash		854		0.0			810		0.0
Restricted cash and cash equivalents		31,505		1.2			31,505		1.3
First Lien Senior Secured Loans		2,167,932		83.2			2,165,844		83.4
First Lien Last Out Loans		28,315		1.1			29,300		1.1
Second Lien Senior Secured Loans		187,565		7.2			175,670		6.8
Subordinated Debt		14,752		0.5			15,000		0.6
Corporate Bonds		22,412		0.9			17,508		0.7
Equity Interests		96,736		3.7			99,293		3.8
Preferred Equity		19,551		0.8			24,318		0.9
Warrants		—		0.0			122		0.0
Total	$	2,606,153		100.0	%	$	2,595,901		100.0	%

	As of March 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	393,219		15.0	%	$	378,539		15.2	%
Aerospace & Defense		319,706		12.2			306,957		12.4
Healthcare & Pharmaceuticals		225,606		8.6			209,603		8.4
Consumer Goods: Non-Durable		211,887		8.1			206,863		8.3
Capital Equipment		188,172		7.2			185,100		7.5
Services: Business		198,438		7.6			182,645		7.4
Transportation: Cargo		117,045		4.5			113,471		4.6
Construction & Building		109,634		4.2			106,754		4.3
Wholesale		80,575		3.1			73,846		3.0
Energy: Oil & Gas		80,603		3.1			72,177		2.9
Automotive		69,217		2.6			67,997		2.7
Consumer Goods: Durable		67,532		2.6			65,370		2.6
Transportation: Consumer		69,696		2.6			61,343		2.4
FIRE: Insurance ⁽¹⁾		58,540		2.2			56,203		2.3
Media: Advertising, Printing & Publishing		59,762		2.3			52,736		2.1
Hotel, Gaming & Leisure		53,022		2.0			46,867		1.9
Media: Broadcasting & Subscription		43,199		1.6			43,162		1.7
Media: Diversified & Production		37,920		1.4			36,777		1.5
Chemicals, Plastics & Rubber		33,702		1.3			33,327		1.3
Retail		32,289		1.2			32,125		1.3
Services: Consumer		30,479		1.2			27,168		1.1
Telecommunications		21,850		0.8			20,879		0.8
Energy: Electricity		22,124		0.8			20,784		0.8
Environmental Industries		16,821		0.6			16,258		0.7
FIRE: Finance ⁽¹⁾		14,865		0.6			14,857		0.6
Banking		15,340		0.6			14,388		0.6
Containers, Packaging & Glass		11,642		0.4			11,485		0.5
FIRE: Real Estate ⁽¹⁾		10,805		0.4			10,024		0.4
Beverage, Food & Tobacco		21,235		0.8			9,461		0.4
Forest Products & Paper		10,309		0.4			7,367		0.3
Total	$	2,625,234		100.0	%	$	2,484,533		100.0	%

⁽¹⁾

Finance, Insurance and Real Estate (“FIRE”).

	As of December 31, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
High Tech Industries	$	356,086		14.0	%	$	356,073		14.1	%
Aerospace & Defense		305,111		12.0			307,863		12.2
Healthcare & Pharmaceuticals		255,579		10.1			254,014		10.1
Consumer Goods: Non-Durable		195,602		7.7			196,653		7.8
Capital Equipment		183,618		7.2			186,913		7.4
Services: Business		165,286		6.5			165,862		6.5
Transportation: Cargo		116,074		4.6			116,237		4.6
Construction & Building		107,413		4.2			108,176		4.3
Wholesale		79,542		3.1			78,225		3.1
Energy: Oil & Gas		77,264		3.0			77,979		3.1
Automotive		66,522		2.6			67,374		2.7
Consumer Goods: Durable		63,712		2.5			63,394		2.5
Transportation: Consumer		62,473		2.5			61,662		2.3
Media: Advertising, Printing & Publishing		59,419		2.3			54,765		2.2
FIRE: Insurance ⁽¹⁾		52,367		2.1			54,086		2.1
Hotel, Gaming & Leisure		52,866		2.1			53,074		2.1
Media: Broadcasting & Subscription		43,165		1.7			44,247		1.8
Media: Diversified & Production		35,670		1.4			36,403		1.4
Retail		34,774		1.4			34,827		1.4
Chemicals, Plastics & Rubber		32,288		1.3			32,446		1.3
Services: Consumer		30,458		1.2			30,794		1.2
Banking		25,656		1.0			25,466		1.0
Energy: Electricity		22,172		0.9			22,134		0.9
Telecommunications		21,323		0.8			21,343		0.8
Beverage, Food & Tobacco		30,687		1.2			19,531		0.8
Environmental Industries		16,814		0.7			17,612		0.7
Containers, Packaging & Glass		11,637		0.5			11,633		0.5
FIRE: Real Estate ⁽¹⁾		10,786		0.4			10,443		0.4
Forest Products & Paper		10,301		0.4			9,700		0.4
Utilities: Electric		12,598		0.6			8,126		0.3
Total	$	2,537,263		100.0	%	$	2,527,055		100.0	%

⁽¹⁾

Finance, Insurance and Real Estate (“FIRE”).

Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

comparisons to our other portfolio companies in the industry, if any;

attendance at and participation in board meetings or presentations by portfolio companies; and

review of monthly and quarterly financial statements and financial projections of portfolio companies.

Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, the Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.

An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.

An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2020 (dollars in thousands):

	As of March 31, 2020
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies		Percentage of Total
1	$	15,245		0.6	%		1		0.9	%
2		2,128,915		85.7			88		81.5
3		313,896		12.6			17		15.7
4		26,477		1.1			2		1.9
Total	$	2,484,533		100.0	%		108		100.0	%

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2019 (dollars in thousands):

	As of December 31, 2019
Investment Performance Rating	Fair Value		Percentage of Total			Number of Companies		Percentage of Total
1	$	140,892		5.6	%		4		3.5	%
2		2,355,401		93.2			106		93.0
3		27,333		1.1			3		2.6
4		3,429		0.1			1		0.9
Total	$	2,527,055		100.0	%		114		100.0	%

We believe that, overall, our portfolio has continued to perform well, with approximately 86% of loans performing at or above expectations.

Antares Bain Capital Complete Financing Solution

We and Antares, as members of ABCS, agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with us and Antares contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally required the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and us, respectively. ABCS was capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions were funded after they had been approved.

Investment decisions of ABCS required the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of us and Antares, respectively. Each of the Advisor and Antares sourced investments for ABCS.

On April 30, 2019, we formed BCSF Complete Financing Solution Holdco, LLC (“BCSF CFSH, LLC”) and BCSF Complete Financing Solution, LLC (“BCSF Unitranche” or “BCSF CFS, LLC”), wholly-owned, newly-formed, subsidiaries. We received our proportionate share of all assets which represented 44.737% of ABCS. The portfolio of investments that was distributed to us comprised of 25 senior secured unitranche loans with a fair value of $919.0 million and cash of $3.2 million. We also assumed the obligation to fund outstanding unfunded commitments of $31.4 million. In connection with the distribution, we recognized a realized gain of $0.3 million. We are no longer a member of ABCS. The assets we received from ABCS have been included in the Company’s consolidated financial statements and notes thereto.

Below is selected statements of operations information for the three months ended March 31, 2019:

Selected Statements of Operations Information

	For the Three Months Ended
	March 31, 2019
Interest Income	$	38,911
Fee income		188
Total revenues		39,099
Credit facility expenses ⁽¹⁾		16,260
Other fees and expenses		5,066
Total expenses		21,326
Net investment income		17,773
Net increase in members’ capital from operations	$	17,773

⁽¹⁾

As of March 31, 2019 the ABCS Facility had $1,243.4 million of outstanding debt.

Results of Operations

Our operating results for the three months ended March 31, 2020 and 2019 were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020			2019
Total investment income	$	51,496		$	39,890
Total expenses, net of fee waivers		28,996			18,647
Net investment income before taxes		22,500			21,243
Net investment income after taxes		22,500			21,243
Net realized gain (loss)		(9,366	)		2,789
Net change in unrealized appreciation (depreciation)		(117,581	)		15,281
Net increase (decrease) in net assets resulting from operations	$	(104,447	)	$	39,313

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.

Investment Income

The composition of our investment income for the three months ended March 31, 2020 and 2019 was as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Interest income	$	48,643	$	30,495
Dividend income		2,413		9,373
Other income		440		22
Total investment income	$	51,496	$	39,890

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $48.6 million for the three months ended March 31, 2020 from $30.5 million for the three months ended March 31, 2019, primarily due to the growth of our investment portfolio and an increase in accelerated unamortized discounts from paydowns. Our investment portfolio at amortized cost increased to $2,625.2 million from $1,836.5 million as of March 31, 2020 and 2019, respectively. Accelerated unamortized discounts from paydowns increased to $1.5 million for the three months ended March 31, 2020 from $0.6 million for the three months ended March 31, 2019. Dividend income decreased to $2.4 million for the three months ended March 31, 2020 from $9.4 million for the three months ended March 31, 2019, primarily due to the closing of the ABCS distribution transaction on April 30, 2019. Other income increased to $0.4 for the three months ended March 31, 2020, primarily due to an increase in amendment fees earned on certain investments and prepayment fees. As of March 31, 2020, the weighted average yield of our investment portfolio at amortized cost decreased to 7.3% from 8.8% as of March 31, 2019.

Operating Expenses

The composition of our operating expenses for the three months ended March 31, 2020 and 2019 was as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Interest and debt financing expenses	$	17,876	$	10,546
Base management fee		8,726		6,751
Incentive fee		—		4,086
Professional fees		970		550
Directors fees		175		105
Other general and administrative expenses		1,249		841
Total expenses, before fee waivers	$	28,996	$	22,879
Base management fee waiver		—		(2,250	)
Incentive fee waiver		—		(1,982	)
Total expenses, net of fee waivers	$	28,996	$	18,647

Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $17.9 million and $10.5 million for the three months ended March 31, 2020 and 2019, respectively. Interest and debt financing expense for the three months ended March 31, 2020 as compared to March 31, 2019, increased primarily due to higher principal debt balances outstanding on our revolving credit facilities and the issuance of our 2019-1 Debt in August 2019. The weighted average principal debt balance outstanding for the three months ended March 31, 2020 was $1,581.9 million compared to $834.0 million for the three months ended March 31, 2019.

The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 4.1% and 4.7% as of March 31, 2020 and December 31, 2019, respectively.

Management Fees

Management fees (net of waivers) increased to $8.7 million for the three months ended March 31, 2020 from $4.5 million for the three months ended March 31, 2019. Management fees (gross of waivers) increased to $8.7 million for the three months ended March 31, 2020 from $6.8 million for the three months ended March 31, 2019, primarily due to an increase in assets to $2.6 billion as of March 31, 2020 from $2.0 billion as of March 31, 2019. Management fees waived for the three months ended March 31, 2020 and 2019 were $0.0 million and $2.3 million, respectively. As of December 31, 2019, the voluntary management fee waiver related to ABCS has expired.

Incentive Fees

Incentive fee (net of waivers) decreased to $0.0 million for the three months ended March 31, 2020 from $2.1 million for the three months ended March 31, 2019. The Company did not incur an incentive fee for the three months ended March 31, 2020 due to the Incentive Fee Cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended March 31, 2020 and $2.0 million for the three months ended March 31, 2019. For the three months ended March 31, 2020, there were no incentive fees related to the GAAP Incentive Fee.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $2.2 million for the three months ended March 31, 2020 from $1.4 million for the three months ended March 31, 2019, primarily due to an increase in costs associated with servicing our investment portfolio and legal fees.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended March 31, 2020 and 2019 (dollars in thousands):

	For the Three Months Ended March 31,
	2020			2019
Net realized gain on investments	$	185		$	439
Net realized loss on investments		(10,641	)		(1,289	)
Net realized gain on foreign currency transactions		132			18
Net realized loss on foreign currency transactions		(547	)		(12	)
Net realized gain on forward currency exchange contracts		1,681			3,633
Net realized loss on forward currency exchange contracts		(176	)		—
Net realized gains (losses)	$	(9,366	)	$	2,789

Change in unrealized appreciation on investments	$	5,080		$	24,822
Change in unrealized depreciation on investments		(135,573	)		(6,060	)
Net change in unrealized appreciation (depreciation) on investments		(130,493	)		18,762
Unrealized depreciation on foreign currency translation		(209	)		(198	)
Unrealized appreciation (depreciation) on forward currency exchange contracts		13,121			(3,283	)
Net change in unrealized appreciation (depreciation) on foreign currency and forward currency exchange contracts		12,912			(3,481	)
Net change in unrealized appreciation (depreciation)	$	(117,581	)	$	15,281

For the three months ended March 31, 2020, and 2019, we had net realized gains (losses) on investments of ($10.5) million and ($0.8) million, respectively. For the three months ended March 31, 2020 and 2019, we had net realized gains (losses) on foreign currency transactions of ($0.4) million and $0.0 million, respectively. For the three months ended March 31, 2020 and 2019, we had net realized gains (losses) on forward currency contracts of $1.5 million and $3.6 million, respectively, primarily as a result of settling GBP, AUD, DKK, EUR and NOK forward contracts.

For the three months ended March 31, 2020, we had $5.1 million in unrealized appreciation on 3 portfolio company investments which was primarily related to unrealized appreciation due to the reversal of unrealized depreciation upon pay-off, which was offset by $135.6 million in unrealized depreciation on 117 portfolio company investments. Unrealized depreciation for the three months ended March 31, 2020 resulted from a decrease in fair value, primarily due to negative valuation adjustments.

For the three months ended March 31, 2019, we had $24.8 million in unrealized appreciation on 84 portfolio company investments, which was offset by $6.1 million in unrealized depreciation on 41 portfolio company investments. Unrealized appreciation for the three months ended March 31, 2019 resulted from an increase in fair value, primarily due to reversal of prior period unrealized depreciation and positive valuation adjustments.

For the three months ended March 31, 2020 and 2019, we had unrealized appreciation (depreciation) on forward currency exchange contracts of $13.1 million and ($3.3) million, respectively. For the three months ended March 31, 2020, unrealized appreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts. For the three months ended March 31, 2019, unrealized depreciation on forward currency exchange contracts was due to EUR, GBP, DKK, NOK and AUD forward contracts.

The following table summarizes the impact of foreign currency for the three months ended March 31, 2020 and 2019 (dollars in thousands):

	For the Three Months Ended March 31,
	2020			2019
Net change in unrealized appreciation (depreciation) on investments due to foreign currency	$	(13,012	)	$	646
Net realized gain (loss) on investments due to foreign currency		2			—
Net change in unrealized depreciation on foreign currency translation		(209	)		(198	)
Net realized gain (loss) on foreign currency transactions		(415	)		6
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts		13,121			(3,283	)
Net realized gain on forward currency exchange contracts		1,505			3,633
Foreign currency impact to net increase in net assets resulting from operations	$	992		$	804

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended March 31, 2020 and 2019, the net increase (decrease) in net assets resulting from operations was ($104.4) million and $39.3 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2020 and 2019, our per share net increase (decrease) in net assets resulting from operations was ($2.02) and $0.76, respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2018-1 Notes, 2019-1 Debt, and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2020 and December 31, 2019, our asset coverage ratio was 154% and 164%, respectively.

At March 31, 2020 and December 31, 2019, we had $74.5 million and $68.8 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At March 31, 2020, we had approximately $73.0 million of availability on our BCSF Revolving Credit Facility, $50.4 million of availability on our JPM Credit Facility and $31.7 million Revolving Advisor Loan, subject to existing terms and regulatory requirements. At December 31, 2019, we had approximately $232.0 million of availability on our BCSF Revolving Credit Facility and $119.8 million of availability on our JPM Credit Facility, subject to existing terms and regulatory requirements.

For the three months ended March 31, 2020, cash, foreign cash, restricted cash, and cash equivalents increased by $5.6 million. During the three months ended March 31, 2020, we used $51.4 million in cash for operating activities. The decrease in cash used for operating activities is primarily related to the purchase of investments of $275.9 million and a net decrease in net assets resulting from operations of $104.4 million, which was offset by proceeds from principal payments and sales of investments of $190.6 million and the net change in unrealized depreciation on investments of $130.5 million. During the three months ended March 31, 2020, we generated $57.9 million from financing activities, primarily from borrowings on our debt from BCSF Revolving Credit Facility, JPM Credit Facility, and Revolving Advisor Loan, offset by repayments on our debt of $252.9 million and distributions paid during the period of $21.2 million.

For the three months ended March 31, 2019, cash, foreign cash, restricted cash, and cash equivalents increased by $61.4 million. During the three months ended March 31, 2019, we used $197.1 million in cash for operating activities, primarily to purchase investments of $370.3 million, which was offset by proceeds from principal payments and sales of investments of $153.6 million, a net increase in net assets resulting from operations of $39.3 million, and a change in unrealized appreciation of investments of $18.8 million. During the three months ended March 31, 2019, we generated $258.6 million from financing activities, primarily from borrowings on our BCSF Revolving Credit Facility and our Citibank Revolving Credit Facility, together referred to as the “Revolving Credit Facilities”, of $465.9 million, offset by repayments on our Revolving Credit Facilities of $186.0 million and distributions paid during the period of $21.1 million.

Equity

On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of its common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering, were cancelled as of the completion of the IPO.

BCSF Investments, LLC and certain individuals adopted the 10b5-1 Plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which such parties would buy up to $20 million in the aggregate of our common stock in the open market during the period beginning after four full calendar weeks after the closing of the IPO and ending on the earlier of the date on which the capital committed to the 10b5-1 has been exhausted or one year after the closing of the IPO. As of December 31, 2019, zero dollars remain under the 10b5-1 Plan and no further purchases are intended under the 10b5-1 Plan.

During the three months ended March 31, 2020, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan. During the three months ended March 31, 2019, we did not issue shares of our common stock to investors who have opted into our dividend reinvestment plan.

Debt

Debt consisted of the following as of March 31, 2020, and December 31, 2019 (dollars in thousands):

	As of March 31, 2020						As of December 31, 2019
	Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾		Total Aggregate Principal Amount Committed		Principal Amount Outstanding		Carrying Value ⁽¹⁾
BCSF Revolving Credit Facility	$	500,000	$	427,015	$	427,015	$	500,000	$	268,015	$	268,015
2018-1 Notes		365,700		365,700		363,876		365,700		365,700		363,832
JPM Credit Facility		500,000		449,593		449,593		666,581		546,754		546,754
2019-1 Debt		398,750		398,750		396,091		398,750		398,750		396,034
Revolving Advisor Loan		50,000		18,325		18,325		—		—		—
Total Debt	$	1,814,450	$	1,659,383	$	1,654,900	$	1,931,031	$	1,579,219	$	1,574,635

⁽¹⁾

Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.

BCSF Revolving Credit Facility

On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

On March 31, 2020, the Parties entered into Omnibus Amendment No. 1 to the amended and restated credit agreement. The amendment amends the existing credit facility to, among other things, provide for enhanced flexibility to purchase or contribute and borrow against revolving loans and delayed draw term loans, and to count certain additional assets in the calculation of collateral for the outstanding advances; increase the spread payable under the facility from 2.50% to 3.25% per annum; include additional events of default to the existing credit facility, including but not limited to, a qualified equity raise not effected on or prior to June 22, 2020; and, after June 22, 2020, require the Company maintain at least $50.0 million of unencumbered liquidity or pay down the facility by at least $50.0 million.

As of March 31, 2020 and December 31, 2019, there were $427.0 million and $268.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and we were in compliance with the terms of the BCSF Revolving Credit Facility.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the BCSF Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,398	$	4,988
Unused facility fee		94		87
Amortization of deferred financing costs and upfront commitment fees		266		264
Total interest and debt financing expenses	$	4,758	$	5,339

2018-1 Notes

The CLO Transaction was executed through a private placement of the following 2018-1 Notes (dollars in thousands):

2018-1 Notes	Principal Amount		Spread above Index	Interest rate at March 31, 2020
Class A-1 A	$	205,900	1.55% + 3 Month LIBOR		3.37	%
Class A-1 B		45,000	1.50% + 3 Month LIBOR (first 24 months)		3.32	%
			1.80% + 3 Month LIBOR (thereafter)
Class A-2		55,100	2.15% + 3 Month LIBOR		3.97	%
Class B		29,300	3.00% + 3 Month LIBOR		4.82	%
Class C		30,400	4.00% + 3 Month LIBOR		5.82	%
Total 2018-1 Notes		365,700
Membership Interests		85,450	Non-interest bearing		Not applicable
Total	$	451,150

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements. The Membership Interests are eliminated in consolidation.

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the 2018-1 Issuer were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	3,518	$	4,238
Amortization of deferred financing costs and upfront commitment fees		43		43
Total interest and debt financing expenses	$	3,561	$	4,281

Citibank Revolving Credit Facility

On August 28, 2019, the Citibank Revolving Credit Facility was terminated. The proceeds from the 2019-1 Debt were used to repay the total outstanding debt.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the Citibank Revolving Credit Facility were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	—	$	906
Unused facility fee		—		14
Amortization of deferred financing costs and upfront commitment fees		—		6
Total interest and debt financing expenses	$	—	$	926

JPM Credit Facility

The facility amount under the JPM Credit Agreement is currently $500.0 million. Proceeds of the loans under the JPM Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the JPM Credit Agreement. The period from the effective date of the amendment until January 29, 2023 is referred to as the reinvestment period and during such reinvestment period, the Borrower may request drawdowns under the JPM Credit Facility.

As of March 31, 2020, there were $449.6 million borrowings under the JPM Credit Facility and we were in compliance with the terms of the JPM Credit Facility.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the JPM Credit Facility were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,924	$	—
Unused facility fee		162		—
Amortization of deferred financing costs and upfront commitment fees		275		—
Total interest and debt financing expenses	$	5,361	$	—

2019-1 Debt

The 2019-1 CLO Transaction was executed through a private placement of the following 2019-1 Debt:

2019-1 Debt	Principal Amount		Spread above Index	Interest rate at March 31, 2020
Class A-1L	$	50,000	1.70% + 3 Month LIBOR		3.53	%
Class A-1		222,500	1.70% + 3 Month LIBOR		3.53	%
Class A-2A		50,750	2.70% + 3 Month LIBOR		4.53	%
Class A-2B		13,000	4.23% (Fixed)		4.23	%
Class B		30,000	3.60% + 3 Month LIBOR		5.43	%
Class C		32,500	4.75% + 3 Month LIBOR		6.58	%
Total 2019-1 Debt		398,750
Membership Interests		102,250	Non-interest bearing		Not applicable
Total	$	501,000

The Loans and Class A-1, A-2A, A-2B, B, and C Notes are included in the consolidated financial statements of the Company. The Membership Interests are eliminated in consolidation.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the 2019-1 Co-Issuers were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	4,137	$	—
Amortization of deferred financing costs and upfront commitment fees		57		—
Total interest and debt financing expenses	$	4,194	$	—

Revolving Advisor Loan

On March 27, 2020, the Company entered into an unsecured revolving loan agreement (the “Revolving Advisor Loan”) with BCSF Advisors, LP, the investment adviser of the Company. The Revolving Advisor Loan has a maximum credit limit of $50.0 million and a maturity date of March 27, 2023. The Revolving Advisor Loan accrues interest at the Applicable Federal Rate from the date of such loan until the loan is repaid in full. The Applicable Federal Rate as of March 31, 2020 was 1.59%. As of March 31, 2020, there were $18.3 million borrowings under the Revolving Advisor Loan.

For the three months ended March 31, 2020 and 2019, the components of interest expense related to the Revolving Advisor Loan were as follows:

	For the Three Months Ended March 31,
	2020		2019
Borrowing interest expense	$	2	$	—
Total interest and debt financing expenses	$	2	$	—

Distribution Policy

The following table summarizes distributions declared during the three months ended March 31, 2020 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 20, 2020	March 31, 2020	April 30, 2020	$	0.41	$	21,176
Total distributions declared			$	0.41	$	21,176

The following table summarizes distributions declared during the three months ended March 31, 2019 (dollars in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Distributions
February 21, 2019	March 29, 2019	April 12, 2019	$	0.41	$	21,108
Total distributions declared			$	0.41	$	21,108

Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as, a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders that make an election prior to the IPO shall remain effective after the IPO.

The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.

Commitments and Off-Balance Sheet Arrangements

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.

As of March 31, 2020, the Company had $90.9 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date ⁽¹⁾	Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver	5/5/2025	$	1,155
Abracon Group Holding, LLC. - Revolver	7/18/2024		2,833
Allworth Financial Group, L.P. - Revolver	12/31/2025		2,431
AMI US Holdings Inc. - Revolver	4/1/2024		140
Amspec Services, Inc. - Revolver	7/2/2024		113
Ansira Holdings, Inc. - Delayed Draw	12/20/2022		1,509
AP Plastics Group, LLC - Revolver	8/2/2021		1,417
Appriss Holdings, Inc. - Revolver	5/30/2025		2,383
Aramsco, Inc. - Revolver	8/28/2024		1,581
Batteries Plus Holding Corporation - Revolver	7/6/2022		710
Captain D's LLC - Revolver	12/15/2023		485
CMI Marketing Inc. - Revolver	5/24/2023		704
Cruz Bay Publishing, Inc. - Delayed Draw	5/4/2020		1,098
CST Buyer Company - Revolver	10/3/2025		876
Direct Travel, Inc. - Delayed Draw	12/1/2021		7,030
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		1,275
Element Buyer, Inc. - Delayed Draw	7/18/2025		2,267
Grammer Purchaser, Inc. - Revolver	9/30/2024		683
Green Street Parent, LLC - Revolver	8/27/2025		1,210
Hightower Holding, LLC - Delayed Draw	1/31/2025		6,640
Horizon Telcom, Inc. - Delayed Draw	6/15/2023		806
Ivy Finco Limited - First Lien Senior Secured Loan	5/19/2025		2,746
JHCC Holdings, LLC - Delayed Draw	9/9/2025		6,262
JHCC Holdings, LLC - Revolver	9/9/2025		2,463
Kellstrom Commercial Aerospace, Inc. - Delayed Draw	7/1/2025		3,838
Margaux Acquisition Inc. - Delayed Draw	12/19/2024		7,139
Margaux UK Finance Limited - Revolver	12/19/2024		4
MRI Software LLC - Delayed Draw	2/10/2026		3,906
MRI Software LLC - Revolver	2/10/2026		891
Profile Products LLC - Revolver	12/20/2024		1,150
Refine Intermediate, Inc. - Revolver	9/3/2026		4,450
Solaray, LLC - Revolver	9/9/2022		623
Tidel Engineering, L.P. - Revolver	3/1/2023		1,417
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		1,068
Ventiv Holdco, Inc. - Revolver	9/3/2025		2,981
Whitcraft LLC - Revolver	4/3/2023		362
WU Holdco, Inc. - Revolver	3/26/2025		26
YLG Holdings, Inc. - Delayed Draw	10/31/2025		5,127
YLG Holdings, Inc. - Revolver	10/31/2025		855
Total First Lien Senior Secured Loans		$	90,872

⁽¹⁾

⁽²⁾

Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2020.

As of December 31, 2019, the Company had $215.8 million of unfunded commitments under loan and financing agreements as follows (dollars in thousands):

	Expiration Date ⁽¹⁾	Unfunded Commitments ⁽²⁾
First Lien Senior Secured Loans
A&R Logistics, Inc. - Revolver	5/5/2025	$	5,043
Abracon Group Holding, LLC. - Revolver	7/18/2024		2,833
AMI US Holdings Inc. - Revolver	4/1/2024		977
Amspec Services, Inc. - Revolver	7/2/2024		3,542
Ansira Holdings, Inc. - Delayed Draw	12/20/2022		1,509
AP Plastics Group, LLC - Revolver	8/2/2021		8,500
Appriss Holdings, Inc. - Revolver	5/30/2025		4,711
Aramsco, Inc. - Revolver	8/28/2024		2,766
Batteries Plus Holding Corporation - Revolver	7/6/2022		4,250
Captain D’s LLC - Revolver	12/15/2023		577
CB Nike Intermediate Co Ltd - Revolver	10/31/2025		2,878
Clinical Innovations, LLC - Revolver	10/17/2022		380
CMI Marketing Inc. - Revolver	5/24/2023		2,112
CPS Group Holdings, Inc. - Revolver	3/3/2025		4,933
Cruz Bay Publishing, Inc. - Delayed Draw	2/28/2020		1,098
Cruz Bay Publishing, Inc. - Revolver	2/28/2020		535
CST Buyer Company - Revolver	10/3/2025		2,190
Datix Bidco Limited - Revolver	10/28/2024		1,290
Direct Travel, Inc. - Delayed Draw	12/1/2021		7,030
Direct Travel, Inc. - Revolver	12/1/2021		4,250
Dorner Manufacturing Corp - Revolver	3/15/2022		1,099
Efficient Collaborative Retail Marketing Company, LLC - Revolver	6/15/2022		3,542
Element Buyer, Inc. - Delayed Draw	7/18/2025		7,933
Element Buyer, Inc. - Revolver	7/19/2024		2,833
FFI Holdings I Corp - Delayed Draw	1/24/2025		677
FFI Holdings I Corp - Revolver	1/24/2025		1,994
Fineline Technologies, Inc. - Revolver	11/4/2022		655
Grammer Purchaser, Inc. - Revolver	9/30/2024		998
Great Expressions Dental Center PC - Revolver	9/28/2022		150
Green Street Parent, LLC - Revolver	8/27/2025		2,419
GSP Holdings, LLC - Revolver	11/6/2025		4,307
Hightower Holding, LLC - Delayed Draw	1/31/2025		6,640
Horizon Telcom, Inc. - Delayed Draw	6/15/2023		1,256
Horizon Telcom, Inc. - Revolver	6/15/2023		116
Ivy Finco Limited - First Lien Senior Secured Loan	5/19/2025		5,817
JHCC Holdings, LLC - Delayed Draw	9/9/2025		8,500
JHCC Holdings, LLC - Revolver	9/9/2025		1,820
Kellstrom Commercial Aerospace, Inc. - Delayed Draw	7/1/2025		3,838
Kellstrom Commercial Aerospace, Inc. - Revolver	7/1/2025		640
Margaux Acquisition Inc. - Delayed Draw	12/19/2024		7,139
Margaux Acquisition Inc. - Revolver	12/19/2024		2,872
Margaux UK Finance Limited - Revolver	12/19/2024		662
Mertus 522. GmbH - Delayed Draw	5/28/2026		13,761
Profile Products LLC - Revolver	12/20/2024		3,833
RoC Opco LLC - Revolver	2/25/2025		10,241
Solaray, LLC - Revolver	9/9/2022		1,077
SumUp Holdings Luxembourg S.à.r.l. - First Lien Senior Secured Loan	8/1/2024		10,638
Symplr Software, Inc. - Revolver	11/30/2023		466
TCFI Aevex LLC - Revolver	5/13/2025		138
TEI Holdings Inc. - Revolver	12/23/2025		3,018
Tidel Engineering, L.P. - Revolver	3/1/2023		4,250
TLC Purchaser, Inc. - Delayed Draw	10/13/2025		7,119
TLC Purchaser, Inc. - Revolver	10/13/2025		4,984
Ventiv Holdco, Inc. - Revolver	9/3/2025		3,407
WCI-HSG Purchaser, Inc. - Revolver	2/24/2025		2,284
WU Holdco, Inc. - Delayed Draw	3/26/2026		4,801
WU Holdco, Inc. - Revolver	3/26/2025		3,944
YLG Holdings, Inc. - Delayed Draw	10/31/2025		5,127
YLG Holdings, Inc. - Revolver	10/31/2025		8,545
Zywave, Inc. - Revolver	11/17/2022		851
Total First Lien Senior Secured Loans		$	215,795

⁽¹⁾

⁽²⁾

Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2019.

During the month of March 2020, we received unprecedented draw requests on revolving credit and delayed draw facilities we provided to our portfolio companies as many of them sought to husband excess cash as a defensive measure in these uncertain times. All of those draws were met in a timely fashion and we maintain adequate cash and additional borrowing capacity in reserve to meet any further such draw requests.

Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these consolidated financial statements have been prepared in that currency.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Revenue Recognition

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

Valuation of Portfolio Investments

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If we cannot obtain a price from an independent pricing service or if the independent pricing service is not deemed to be representative with the market, we value certain investments held by us on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained, in some cases, primarily illiquid securities, multiple quotes may not be available and the mid of the bid/ask from one broker will be used. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board, based on the input of our Advisor, our Audit Committee and one or more independent third-party valuation firms engaged by our Board.

With respect to unquoted securities, we value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Advisor responsible for the portfolio investment or by an independent valuation firm;

Preliminary valuation conclusions are then documented and discussed with our senior management and our Advisor. Agreed upon valuation recommendations are presented to our Audit Committee;

Our Audit Committee of our Board reviews the valuations presented and recommends values for each of the investments to our Board;

At least once annually, the valuation for each portfolio investment constituting a material portion of the Company’s portfolio will be reviewed by an independent valuation firm; and

Our Board discusses valuations and determines the fair value of each investment in good faith based upon, among other things, the input of our Advisor, independent valuation firms, where applicable, and our Audit Committee.

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio companies ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. Spreads have generally widened as a result of the impact of COVID-19 and the pricing of many of the Company's portfolio securities has become more volatile. There can be no assurance that this volatility will abate over the short or medium term.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. We do not believe this change will have a material effect on our consolidated financial statements and disclosures.

Contractual Obligations

We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

On October 11, 2018, the Board approved, subject to completion of the IPO, the Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the base management fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower base management fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.

A summary of the maturities of our principal amounts of debt and other contractual payment obligations as of March 31, 2020 are as follows (dollars in thousands):

	Payments Due by Period
	Total		Less than 1 year		1 — 3 years		3 — 5 years		More than 5 years
BCSF Revolving Credit Facility	$	427,015	$	50,000	$	377,015	$	—	$	—
2018-1 Notes		365,700		—		—		—		365,700
JPM Credit Facility		449,593		50,000		—		399,593		—
2019-1 Debt		398,750		—		—		—		398,750
Revolving Advisor Loan		18,325		—		18,325		—		—
Total Debt Obligations	$	1,659,383	$	100,000	$	395,340	$	399,593	$	764,450

Subsequent Events

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Assuming that the statement of financial condition as of March 31, 2020 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

							Net Increase
	Increase (Decrease) in			Increase (Decrease) in			(Decrease) in
Change in Interest Rates	Interest Income			Interest Expense			Net Investment Income
Down 25 basis points	$	(4,856	)	$	(4,116	)	$	(740	)
Up 100 basis points		24,195			16,464			7,731
Up 200 basis points		49,279			32,928			16,351
Up 300 basis points		74,559			49,391			25,168

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2020 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the three months ended March 31, 2020, other than as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019.

The outbreak of COVID-19 has caused, and for an unknown period of time, will continue to cause, disruptions in global debt and equity markets and economies in regions in which we operate.

In late 2019 and early 2020, COVID-19 emerged in China and spread rapidly to across the world, including to the U.S. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of “stay at home” orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit and other financing instruments; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Company and returns to the Company, among other things. As of the date of this prospectus, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on the Company, the Adviser and portfolio companies. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain the coronavirus or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results.

Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact the Company, our portfolio companies and our investments, it is clear that these types of events are negatively impacting and will, for at least some time, continue to negatively impact the Company and portfolio companies and in many instances the impact will be profound. For example, many of the smaller and middle market companies in which we may invest are being significantly negatively impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, the Company will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Company decreases as a result of such events and the uncertainty they cause. Such emerging events, to the extent experienced, will cause the Company to suffer a loss on its investments or interest thereon. The Company will also be negatively affected if the operations and effectiveness of the Adviser or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted as a result of stay-at-home orders or other related interruptions to regular business operations. The Company has limited exposure to cyclical industries, including those currently experiencing significant distress, such as the energy, hospitality, and airline industries. The Company has no direct investments in commercial aviation companies and has focused on identifying portfolio companies in defensive industries such as technology, aerospace & defense and healthcare & pharmaceuticals with an emphasis on the durability of a portfolio company’s cash flow profile. For more information regarding the impact of current events and market conditions on the Company and our portfolio companies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

We currently are operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by us and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require us to determine the fair value of our investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of our investments are not publicly traded, as part of our valuation process we consider a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect our investment valuations.

During any such periods of market disruption and instability, we and other companies in the financial services sector may have limited access, if any, to alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to some limited exceptions that will apply to us as a BDC, we will generally not be able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our Independent Directors. In addition, our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available, if any, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations.

A prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements and otherwise negatively impact our current debt financing arrangements.

In past economic downturns, such as the financial crisis in the United States that began in mid-2007 and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited refinancing and loan modification transactions and reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, for example as a result of the COVID-19 outbreak, it may be difficult for us to enter into a new credit or other borrowing facility, obtain other financing to finance the growth of our investments, or refinance any outstanding indebtedness on acceptable economic terms, or at all.

So far, the COVID-19 outbreak has resulted in, and until fully resolved is likely to continue to result in, among other things, increased draws by borrowers on revolving lines of credit and increased requests by borrowers for amendments, modifications and waivers of their credit agreements to avoid default or change payment terms, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans. In addition, the duration and effectiveness of responsive measures implemented by governments and central banks cannot be predicted. The commencement, continuation, or cessation of government and central bank policies and economic stimulus programs, including changes in monetary policy involving interest rate adjustments or governmental policies, may contribute to the development of or result in an increase in market volatility, illiquidity and other adverse effects that could negatively impact the credit markets and the Company.

The expected discontinuation of LIBOR could have a significant impact on our business.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the intention to phase out the use of LIBOR by the end of 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact on our portfolio companies, our performance or our financial condition. Any replacement rate that is chosen may be less favorable than the current rates. Until the announcement of the replacement rate, our portfolio companies may continue to invest in instruments that reference LIBOR or otherwise use LIBOR due to favorable liquidity or pricing.

The expected discontinuation of LIBOR could have a significant impact on our business. We anticipate significant operational challenges for the transition away from LIBOR including, amending existing loan agreements with borrowers on investments that may have not been modified with fallback language and adding effective fallback language to new agreements in the event that LIBOR is discontinued before maturity. There may also be additional issues associated with our current processes and information systems that will need to be identified and evaluated by us. Due to the uncertainty of the replacement for LIBOR, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined. Further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition and results of operations.

In advance of 2021, regulators and market participants will seek to work together to identify or develop successor reference rates and how the calculation of associated spreads (if any) should be adjusted. The Federal Reserve Board, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by U.S. Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). The first publication of SOFR was released in April 2018. Whether or not SOFR attains market traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. Additionally, prior to 2021, it is expected that industry trade associations and participants will focus on the transition mechanisms by which the reference rates and spreads (if any) in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of LIBOR presents risks to us and our portfolio companies. At this time, it is not possible to exhaustively identify or predict the effect of any such changes, any establishment of alternative reference rates or any other reforms that may be enacted in the United Kingdom or elsewhere.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number		Description of Document
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
4.1		Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.1		Investment Advisory Agreement, dated October 6, 2016, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.2		Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.3		Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.4		Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.5		Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).
10.6		Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).
10.7		Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).
10.8		Omnibus Amendment No. 1, dated May 15, 2018, to Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 17, 2018).
10.9		Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.10		Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.11		Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.12		Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).

Exhibit Number		Description of Document
10.13		Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018-1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on October 17, 2018).
10.14		Credit and Security Agreement, dated February 19, 2019, by and among the Company as Equityholder and Servicer, BCSF II-C, LLC as Borrower, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent and Custodian (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 28, 2019).
10.15		Loan and Security Agreement, dated April 30, 2019, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on August 7, 2019).
10.16		Indenture, dated as of August 28, 2019, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.17		Class A-1L Credit Agreement, dated as of August 28, 2019, among BCC Middle Market CLO 2019-1, LLC, as borrower, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-borrower, Capital One, National Association, as lender, Wells Fargo Bank, National Association, as loan agent, and Wells Fargo, National Association, as collateral trustee (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.18		Portfolio Management Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.19		Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.20		Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.21		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.22		Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019-1, LLC, as issuer (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 6, 2019).
10.23		Amended and Restated Credit Agreement, dated January 8, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).

Exhibit Number		Description of Document
10.24		First Amendment to Loan and Security Agreement, dated January 29, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on February 26, 2020).
10.25*		Second Amendment to Loan and Security Agreement, dated March 20, 2020, by and among BCSF Complete Financing Solution LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association as Collateral Administrator, Collateral Agent, Securities Intermediary and Bank
10.26*		Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advsiors, LP, as Lender.
10.27*		Omnibus Amendment No. 1 to Amended and Restated Credit Agrement, dated March 31, 2020, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian.
14.1		Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on November 15, 2018).
24.1		Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bain Capital Specialty Finance, Inc.

Date: May 4, 2020	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer

Date: May 4, 2020	By:	/s/ Sally F. Dornaus
	Name:	Sally F. Dornaus
	Title:	Chief Financial Officer