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Carlyle Secured Lending, Inc. - Quarter Report: 2017 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period                      to                     
Commission File No. 000-54899
 
 
TCG BDC, INC.
(Exact name of Registrant as specified in its charter)
 
 
Maryland
 
80-0789789
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
520 Madison Avenue, 40th Floor, New York, NY 10022
(Address of principal executive office) (Zip Code)
(212) 813-4900
(Registrant’s telephone number, including area code)
 
 
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
x  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
 
 
 
 
Emerging Growth Company
 
x
  
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at November 7, 2017
Common stock, $0.01 par value
62,207,603





TCG BDC, INC.
INDEX
 
 
 
 
Part I.
Financial Information
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Part II.
Other Information
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 

2





TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
 
September 30, 2017
 
December 31, 2016
ASSETS
(unaudited)
 
 
Investments, at fair value
 
 
 
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,769,297 and $1,332,596, respectively)
$
1,760,611

 
$
1,323,102

Investments—non-controlled/affiliated, at fair value (amortized cost of $15,935 and $0, respectively)
14,959

 

Investments—controlled/affiliated, at fair value (amortized cost of $186,801 and $97,385, respectively)
188,547

 
99,657

Total investments, at fair value (amortized cost of $1,972,033 and $1,429,981, respectively)
1,964,117

 
1,422,759

Cash and cash equivalents
35,149

 
38,489

Receivable for investment sold

 
19,750

Deferred financing costs
3,734

 
3,308

Interest receivable from non-controlled/non-affiliated investments
4,892

 
3,407

Interest and dividend receivable from controlled/affiliated investments
5,528

 
2,400

Prepaid expenses and other assets
55

 
42

Total assets
$
2,013,475

 
$
1,490,155

LIABILITIES
 
 
 
Secured borrowings (Note 6)
$
578,769

 
$
421,885

2015-1 Notes payable, net of unamortized debt issuance costs of $1,999 and $2,151, respectively (Note 7)
271,001

 
270,849

Due to Investment Adviser
102

 
215

Interest and credit facility fees payable (Notes 6 and 7)
4,792

 
3,599

Dividend payable (Note 9)
22,888

 
20,018

Base management and incentive fees payable (Note 4)
9,986

 
8,157

Administrative service fees payable (Note 4)
100

 
137

Other accrued expenses and liabilities
1,484

 
1,158

Total liabilities
889,122

 
726,018

Commitments and contingencies (Notes 8 and 11)
 
 
 
NET ASSETS
 
 
 
Common stock, $0.01 par value; 200,000,000 shares authorized; 61,859,848 shares and 41,702,318 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
619

 
417

Paid-in capital in excess of par value
1,166,599

 
799,580

Offering costs
(1,588
)
 
(74
)
Accumulated net investment income (loss), net of cumulative dividends of $191,773 and $129,065 at September 30, 2017 and December 31, 2016, respectively
(280
)
 
(3,207
)
Accumulated net realized gain (loss)
(33,081
)
 
(25,357
)
Accumulated net unrealized appreciation (depreciation)
(7,916
)
 
(7,222
)
Total net assets
$
1,124,353

 
$
764,137

NET ASSETS PER SHARE
$
18.18

 
$
18.32

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

3



TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
(unaudited)
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Investment income:
 
 
 
 
 
 
 
From non-controlled/non-affiliated investments:
 
 
 
 
 
 
 
Interest income
$
34,684

 
$
26,362

 
$
93,564

 
$
72,551

Other income
1,318

 
1,909

 
7,900

 
4,578

Total investment income from non-controlled/non-affiliated investments
36,002

 
28,271

 
101,464

 
77,129

From non-controlled/affiliated investments:
 
 
 
 
 
 
 
Interest income
834

 

 
834

 

Total investment income from non-controlled/affiliated investments
834

 

 
834

 

From controlled/affiliated investments:
 
 
 
 
 
 
 
Interest income
3,012

 
336

 
7,333

 
336

Dividend income
2,800

 
350

 
5,860

 
350

Total investment income from controlled/affiliated investments
5,812

 
686

 
13,193

 
686

Total investment income
42,648

 
28,957

 
115,491

 
77,815

Expenses:
 
 
 
 
 
 
 
Base management fees (Note 4)
6,999

 
4,699

 
17,781

 
13,184

Incentive fees (Note 4)
5,321

 
3,962

 
15,459

 
10,318

Professional fees
361

 
568

 
1,957

 
1,574

Administrative service fees (Note 4)
184

 
180

 
522

 
526

Interest expense (Notes 6 and 7)
5,922

 
4,051

 
16,694

 
11,475

Credit facility fees (Note 6)
521

 
682

 
1,553

 
2,139

Directors’ fees and expenses
121

 
146

 
355

 
410

Other general and administrative
472

 
390

 
1,462

 
1,312

Total expenses
19,901

 
14,678

 
55,783

 
40,938

Waiver of base management fees (Note 4)
2,333

 
1,567

 
5,927

 
4,395

Net expenses
17,568

 
13,111

 
49,856

 
36,543

Net investment income (loss)
25,080

 
15,846

 
65,635

 
41,272

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments:
 
 
 
 
 
 
 
Net realized gain (loss) from:
 
 
 
 
 
 
 
Non-controlled/non-affiliated investments
172

 
544

 
(7,724
)
 
(9,055
)
Net change in unrealized appreciation (depreciation):
 
 
 
 
 
 
 
Non-controlled/non-affiliated
279

 
10,536

 
808

 
18,239

Non-controlled/affiliated
976

 

 
(976
)
 

Controlled/affiliated
(964
)
 
2,244

 
(526
)
 
1,957

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
463

 
13,324

 
(8,418
)
 
11,141

Net increase (decrease) in net assets resulting from operations
$
25,543

 
$
29,170

 
$
57,217

 
$
52,413

Basic and diluted earnings per common share (Note 9)
$
0.41

 
$
0.78

 
$
1.15

 
$
1.51

Weighted-average shares of common stock outstanding—Basic and Diluted (Note 9)
61,840,100

 
37,489,297

 
49,915,318

 
34,623,225

Dividends declared per common share (Note 9)
$
0.37

 
$
0.40

 
$
1.15

 
$
1.20

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

4



TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)
(unaudited)
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Increase (decrease) in net assets resulting from operations:
 
 
 
Net investment income (loss)
$
65,635

 
$
41,272

Net realized gain (loss) on investments
(7,724
)
 
(9,055
)
Net change in unrealized appreciation (depreciation) on investments
(694
)
 
20,196

Net increase (decrease) in net assets resulting from operations
57,217

 
52,413

Capital transactions:
 
 
 
Common stock issued, net of offering and underwriting costs
365,505

 
150,102

Reinvestment of dividends
202

 
194

Dividends declared (Note 12)
(62,708
)
 
(43,197
)
Net increase (decrease) in net assets resulting from capital share transactions
302,999

 
107,099

Net increase (decrease) in net assets
360,216

 
159,512

Net assets at beginning of period
764,137

 
571,726

Net assets at end of period
$
1,124,353

 
$
731,238

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

5



TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Cash flows from operating activities:
 
 
 
Net increase (decrease) in net assets resulting from operations
$
57,217

 
$
52,413

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
 
 
 
Amortization of deferred financing costs
694

 
1,180

Net accretion of discount on investments
(8,403
)
 
(3,605
)
Paid-in-kind interest
(778
)
 

Net realized (gain) loss on investments
7,724

 
9,055

Net change in unrealized (appreciation) depreciation on investments
694

 
(20,196
)
Cost of investments purchased and change in payable for investments purchased
(1,011,782
)
 
(562,916
)
Proceeds from sales and repayments of investments and change in receivable for investments sold
541,111

 
256,482

Changes in operating assets:
 
 
 
Interest receivable
(3,138
)
 
(897
)
Dividend receivable
(1,475
)
 
(350
)
Prepaid expenses and other assets
(13
)
 
130

Changes in operating liabilities:
 
 
 
Due to Investment Adviser
(113
)
 
(49
)
Interest and credit facility fees payable
1,193

 
700

Base management and incentive fees payable
1,829

 
10,865

Administrative service fees payable
(37
)
 
30

Other accrued expenses and liabilities
290

 
347

Net cash provided by (used in) operating activities
(414,987
)
 
(256,811
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock, net of offering and underwriting costs
357,495

 
150,102

Borrowings on SPV Credit Facility and Credit Facility
597,450

 
411,435

Repayments of SPV Credit Facility and Credit Facility
(440,566
)
 
(250,732
)
Repayments of debt assumed from NFIC Acquisition
(42,128
)
 

Debt issuance costs paid
(968
)
 
(620
)
Dividends paid in cash
(59,636
)
 
(45,370
)
Net cash provided by (used in) financing activities
411,647

 
264,815

Net increase (decrease) in cash and cash equivalents
(3,340
)
 
8,004

Cash and cash equivalents, beginning of period
38,489

 
41,837

Cash and cash equivalents, end of period
$
35,149

 
$
49,841

Supplemental and non-cash activities:
 
 
 
Offering costs payable
$
36

 
$

Interest paid during the period
$
15,423

 
$
10,700

Excise taxes paid during the period
$
169

 
$
76

Dividends declared during the period
$
62,708

 
$
43,197

Reinvestment of dividends
$
202

 
$
194

Cost of investments received in the NFIC Acquisition from shares issued (Note 13)
$
(8,046
)
 
$

Shares issued in consideration of NFIC Acquisition (Note 13)
$
8,046

 
$

Debt assumed from NFIC Acquisition (Note 13)
$
42,128

 
$

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

6



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (75.13%)
 
 
 
 
 
 
 
 
 
 
 
 
 
Access CIG, LLC (2) (3) (4) (13) (16)
Business Services
 
L + 5.00% (1.00% Floor)
 
10/17/2021
 
$
18,195

 
$
18,096

 
$
18,246

 
1.62
%
Achilles Acquisition LLC (2) (3) (4) (5) (13) (15)
Banking, Finance, Insurance & Real Estate
 
L + 6.00% (1.00% Floor)
 
6/6/2023
 
38,657

 
37,586

 
38,209

 
3.40

Advanced Instruments, LLC (2) (3) (4) (5) (13) (15) (16)
Healthcare & Pharmaceuticals
 
L + 5.25% (1.00% Floor)
 
10/31/2022
 
10,448

 
10,253

 
10,416

 
0.93

Alpha Packaging Holdings, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
5/12/2020
 
2,904

 
2,902

 
2,904

 
0.26

AMS Group HoldCo, LLC (2) (3) (4) (5) (13) (15)
Transportation: Cargo
 
L + 6.00% (1.00% Floor)
 
9/29/2023
 
29,925

 
29,172

 
29,450

 
2.62

Anaren, Inc. (2) (3) (4) (13)
Telecommunications
 
L + 4.50% (1.00% Floor)
 
2/18/2021
 
3,832

 
3,812

 
3,832

 
0.34

Aquilex LLC (2) (3) (13) (16)
Environmental Industries
 
L + 4.00% (1.00% Floor)
 
12/31/2020
 
3,208

 
3,206

 
3,208

 
0.29

Audax AAMP Holdings, Inc. (2) (3) (5)
Durable Consumer Goods
 
L + 7.50% (1.00% Floor)
 
1/31/2018
 
12,487

 
12,483

 
12,441

 
1.11

Brooks Equipment Company, LLC (2) (3) (4) (13)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
8/29/2020
 
2,591

 
2,578

 
2,590

 
0.23

Capstone Logistics Acquisition, Inc. (2) (3) (4) (13) (16)
Transportation: Cargo
 
L + 4.50% (1.00% Floor)
 
10/7/2021
 
19,198

 
19,076

 
19,150

 
1.70

Captive Resources Midco, LLC (2) (3) (4) (5) (13) (15) (16)
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
6/30/2020
 
30,900

 
30,616

 
30,900

 
2.75

Central Security Group, Inc. (2) (3) (4) (13) (16)
Consumer Services
 
L + 5.63% (1.00% Floor)
 
10/6/2021
 
39,183

 
38,826

 
39,101

 
3.48

CIP Revolution Holdings, LLC (2) (3) (4) (5) (13) (15)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
8/19/2021
 
19,105

 
18,943

 
18,977

 
1.69

Colony Hardware Corporation (2) (3) (4) (13)
Construction & Building
 
L + 6.00% (1.00% Floor)
 
10/23/2021
 
22,128

 
21,882

 
22,030

 
1.96

Continuum Managed Services Holdco, LLC (2) (3) (5) (13) (15) (16)
High Tech Industries
 
L + 8.75% (1.00% Floor)
 
6/8/2023
 
22,943

 
22,234

 
23,175

 
2.06

Dade Paper & Bag, LLC (2) (3) (4) (5) (16)
Forest Products & Paper
 
L + 7.50% (1.00% Floor)
 
6/10/2024
 
49,875

 
48,920

 
49,995

 
4.45

Datapipe, Inc. (2) (3) (13)
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,675

 
9,619

 
9,675

 
0.86

Dent Wizard International Corporation (2) (3) (4) (16)
Automotive
 
L + 4.75% (1.00% Floor)
 
4/7/2020
 
897

 
895

 
896

 
0.08

Derm Growth Partners III, LLC (Dermatology Associates) (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals
 
L + 6.50% (1.00% Floor)
 
5/31/2022
 
49,917

 
49,302

 
49,624

 
4.41

DermaRite Industries, LLC (2) (3) (4) (5) (15) (16)
Healthcare & Pharmaceuticals
 
L + 7.00% (1.00% Floor)
 
3/3/2022
 
20,053

 
19,713

 
19,911

 
1.77

Dimensional Dental Management, LLC (2) (3) (5) (12) (15) (16)
Healthcare & Pharmaceuticals
 
L + 6.75% (1.00% Floor)
 
2/12/2021
 
31,780

 
31,106

 
31,625

 
2.81

Direct Travel, Inc. (2) (3) (4) (5) (13) (15)
Hotel, Gaming & Leisure
 
L + 6.50% (1.00% Floor)
 
12/1/2021
 
26,495

 
25,963

 
26,425

 
2.36

EIP Merger Sub, LLC (Evolve IP) (2) (3) (5) (12) (13) (16)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
27,284

 
26,593

 
26,921

 
2.39

Emergency Communications Network, LLC (2) (3) (4) (5) (13) (16)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/1/2023
 
24,938

 
24,723

 
24,933

 
2.22

EP Minerals, LLC (2) (3) (4) (13)
Metals & Mining
 
L + 4.50% (1.00% Floor)
 
8/20/2020
 
7,926

 
7,905

 
7,926

 
0.70

FCX Holdings Corp. (2) (3) (4) (13) (16)
Capital Equipment
 
L + 4.50% (1.00% Floor)
 
8/4/2020
 
3,829

 
3,828

 
3,829

 
0.34

Frontline Technologies Holdings, LLC (2) (3) (5) (15)
Software
 
L + 6.50% (1.00% Floor)
 
9/18/2023
 
39,295

 
38,832

 
39,205

 
3.49


7



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (75.13%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
FWR Holding Corporation (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco
 
L + 6.00% (1.00% Floor)
 
8/21/2023
 
$
35,666

 
$
34,444

 
$
34,856

 
3.10
%
Global Franchise Group, LLC (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco
 
L + 5.75% (1.00% Floor)
 
12/18/2019
 
14,505

 
14,366

 
14,463

 
1.29

Global Software, LLC (2) (3) (4) (13)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
5/2/2022
 
20,884

 
20,548

 
20,776

 
1.85

Green Energy Partners/Stonewall LLC (2) (3) (4) (13)
Energy: Electricity
 
L + 5.50% (1.00% Floor)
 
11/13/2021
 
20,000

 
19,653

 
18,652

 
1.66

Hummel Station LLC (2) (3) (5) (13) (16)
Energy: Electricity
 
L + 6.00% (1.00% Floor)
 
10/27/2022
 
25,000

 
24,035

 
22,938

 
2.04

Hydrofarm, LLC (2) (5) (13) (16)
Wholesale
 
L + 7.00%
 
5/12/2022
 
18,881

 
18,718

 
18,851

 
1.68

Indra Holdings Corp. (Totes Isotoner) (2) (3) (5) (13)
Non-durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
5/1/2021
 
18,965

 
17,138

 
11,411

 
1.01

Integro Parent Inc. (2) (3) (13)
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
10/30/2022
 
4,914

 
4,814

 
4,806

 
0.43

Legacy.com Inc. (2) (3) (5) (12)
High Tech Industries
 
L + 6.00% (1.00% Floor)
 
3/20/2023
 
17,000

 
16,642

 
17,241

 
1.53

Metrogistics LLC (2) (3) (4) (13)
Transportation: Cargo
 
L + 6.50% (1.00% Floor)
 
9/30/2022
 
16,681

 
16,491

 
16,625

 
1.48

National Technical Systems, Inc. (2) (3) (4) (5) (13) (15) (16)
Aerospace & Defense
 
L + 6.25% (1.00% Floor)
 
6/12/2021
 
26,351

 
26,056

 
25,554

 
2.27

NES Global Talent Finance US LLC (United Kingdom) (2) (3) (4) (8) (13)
Energy: Oil & Gas
 
L + 5.50% (1.00% Floor)
 
10/3/2019
 
13,800

 
13,636

 
13,296

 
1.18

NMI AcquisitionCo, Inc. (2) (3) (5) (15) (17)
High Tech Industries
 
P + 5.75% (2.00% Floor)
 
9/6/2022
 
51,220

 
50,196

 
50,590

 
4.50

OnCourse Learning Corporation (2) (3) (4) (5) (13) (15)
Consumer Services
 
L + 6.50% (1.00% Floor)
 
9/12/2021
 
30,411

 
30,076

 
30,198

 
2.69

Paradigm Acquisition Corp. (2) (3) (4) (13)
Business Services
 
L + 5.00% (1.00% Floor)
 
6/2/2022
 
15,461

 
15,339

 
15,461

 
1.38

Payment Alliance International, Inc. (2) (3) (5) (12) (16)
Business Services
 
L + 6.05% (1.00% Floor)
 
9/15/2021
 
26,544

 
25,952

 
26,287

 
2.34

Pelican Products, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
4/11/2020
 
3,594

 
3,599

 
3,585

 
0.32

Plano Molding Company, LLC (2) (3) (4) (5) (16)
Hotel, Gaming & Leisure
 
L + 7.50% (1.00% Floor)
 
5/12/2021
 
21,536

 
21,232

 
18,891

 
1.68

PMG Acquisition Corporation (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals
 
L + 6.25% (1.00% Floor)
 
5/22/2022
 
27,251

 
26,843

 
27,192

 
2.42

PPT Management Holdings, LLC (2) (3) (4) (5) (13)
Healthcare & Pharmaceuticals
 
L + 6.00% (1.00% Floor)
 
12/16/2022
 
24,813

 
24,626

 
24,582

 
2.19

Prime Risk Partners, Inc. (2) (3) (5) (15)
 
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
8/13/2023
 
1,549

 
1,503

 
1,506

 
0.13

Prime Risk Partners, Inc. (2) (3) (5) (12) (15)
 
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
8/13/2023
 
19,339

 
18,758

 
18,888

 
1.68

Product Quest Manufacturing, LLC (2) (3) (5) (10) (12)
Containers, Packaging & Glass
 
L + 5.75% (1.00% Floor)
 
9/9/2020
 
33,000

 
32,270

 
22,808

 
2.03

Product Quest Manufacturing, LLC (2) (3) (5) (15) (16)
Containers, Packaging & Glass
 
L + 6.75% (3.25% Floor)
 
3/31/2019
 
1,192

 
1,192

 
1,192

 
0.11

Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (4) (5)
Wholesale
 
L + 4.50% (1.00% Floor)
 
1/28/2020
 
14,949

 
14,260

 
13,771

 
1.22

PSC Industrial Holdings Corp (2) (3) (4) (13) (16)
Environmental Industries
 
L + 4.75% (1.00% Floor)
 
12/5/2020
 
14,588

 
14,378

 
14,588

 
1.30

PT Intermediate Holdings III, LLC (Parts Town) (2) (3) (4) (5) (13) (15)
Wholesale
 
L + 6.50% (1.00% Floor)
 
6/23/2022
 
22,700

 
22,498

 
22,642

 
2.01


8



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (75.13%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
QW Holding Corporation (Quala) (2) (3) (4) (5) (13)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
$
36,641

 
$
35,819

 
$
35,989

 
3.20
%
Reliant Pro Rehab, LLC (2) (3) (5) (12)
Healthcare & Pharmaceuticals
 
L + 10.00% (1.00% Floor)
 
12/29/2017
 
24,625

 
24,555

 
24,625

 
2.19

SolAero Technologies Corp. (2) (3) (4) (5) (16)
Telecommunications
 
L + 5.25% (1.00% Floor)
 
12/10/2020
 
25,312

 
24,501

 
23,216

 
2.05

Superior Health Linens, LLC (2) (3) (4) (5) (13) (15) (16)
Business Services
 
L + 6.50% (1.00% Floor)
 
9/30/2021
 
21,192

 
20,902

 
20,960

 
1.86

Surgical Information Systems, LLC (2) (3) (4) (5) (12) (13) (16)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
4/24/2023
 
30,000

 
29,718

 
29,991

 
2.67

T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
4,020

 
3,933

 
3,985

 
2.11

T2 Systems, Inc. (2) (3) (4) (5) (13) (15)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
32,728

 
32,011

 
32,429

 
1.13

The Hilb Group, LLC (2) (3) (5) (12) (15)
Banking, Finance, Insurance & Real Estate
 
L + 6.00% (1.00% Floor)
 
6/24/2021
 
32,673

 
32,157

 
32,281

 
2.87

The SI Organization, Inc. (2) (3) (4) (5) (13)
Aerospace & Defense
 
L + 4.75% (1.00% Floor)
 
11/23/2019
 
14,339

 
14,350

 
14,339

 
1.28

The Topps Company, Inc. (2) (3) (4) (13)
Non-durable Consumer Goods
 
L + 6.00% (1.25% Floor)
 
10/2/2020
 
23,192

 
22,986

 
22,413

 
1.99

Truckpro, LLC. (2) (3) (4) (13) (16)
Automotive
 
L + 5.00% (1.00% Floor)
 
8/6/2018
 
8,917

 
8,904

 
8,877

 
0.79

Tweddle Group, Inc. (2) (3) (4) (13)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
10/24/2022
 
7,453

 
7,362

 
7,502

 
0.67

Vetcor Professional Practices, LLC (2) (3) (4) (5) (13) (15)
Consumer Services
 
L + 6.00% (1.00% Floor)
 
4/20/2021
 
35,784

 
35,387

 
36,036

 
3.21

Vistage Worldwide Inc. (2) (3) (4) (13) (16)
Business Services
 
L + 5.50% (1.00% Floor)
 
8/19/2021
 
33,133

 
32,960

 
33,133

 
2.95

VRC Companies, LLC (2) (3) (4) (5) (13) (15) (16)
Business Services
 
L + 6.50% (1.00% Floor)
 
3/31/2023
 
32,694

 
31,983

 
32,240

 
2.86

W/S Packaging Group Inc. (2) (3) (4) (16)
Containers, Packaging & Glass
 
L + 5.00% (1.00% Floor)
 
8/9/2019
 
4,015

 
3,881

 
3,583

 
0.32

Watchfire Enterprises, Inc. (2) (3) (13)
Media: Advertising, Printing & Publishing
 
L + 4.00% (1.00% Floor)
 
10/2/2020
 
1,362

 
1,350

 
1,362

 
0.12

Winchester Electronics Corporation (2) (3) (4) (5) (13) (15)
Capital Equipment
 
L + 6.50% (1.00% Floor)
 
6/30/2022
 
31,688

 
31,412

 
32,021

 
2.84

Zest Holdings, LLC (2) (3) (4) (13) (16)
Durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
8/16/2023
 
3,440

 
3,432

 
3,465

 
0.31

First Lien Debt Total
 
 
 
 
 
 
 
 
$
1,485,930

 
$
1,475,691

 
131.26
%
Second Lien Debt (13.69%)
 
 
 
 
 
 
 
 
 

 
 

 
 
Acrisure, LLC (2) (3) (5) (15)
Banking, Finance, Insurance & Real Estate
 
L + 9.25% (1.00% Floor)
 
11/22/2024
 
$
33,750

 
$
32,884

 
$
33,228

 
2.96
%
AIM Group USA Inc. (2) (3) (4) (5) (13)
Aerospace & Defense
 
L + 9.00% (1.00% Floor)
 
8/2/2022
 
23,000

 
22,728

 
22,830

 
2.03

AmeriLife Group, LLC (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate
 
L + 8.75% (1.00% Floor)
 
1/10/2023
 
22,000

 
21,638

 
21,723

 
1.94

Argon Medical Devices, Inc. (2) (3) (4) (5) (16)
Healthcare & Pharmaceuticals
 
L + 9.50% (1.00% Floor)
 
6/23/2022
 
25,000

 
24,431

 
25,000

 
2.23

Berlin Packaging L.L.C. (2) (3) (5) (13) (16)
Containers, Packaging & Glass
 
L + 6.75% (1.00% Floor)
 
10/1/2022
 
3,500

 
3,487

 
3,500

 
0.31

Confie Seguros Holding II Co. (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate
 
L + 10.00% (1.25% Floor)
 
5/8/2019
 
9,000

 
8,954

 
8,798

 
0.78

Drew Marine Group Inc. (2) (3) (4) (5) (13) (16)
Chemicals, Plastics & Rubber
 
L + 7.00% (1.00% Floor)
 
5/19/2021
 
12,500

 
12,483

 
12,469

 
1.11


9



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
Second Lien Debt (13.69%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
Genex Holdings, Inc. (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate
 
L + 7.75% (1.00% Floor)
 
5/30/2022
 
$
8,990

 
$
8,913

 
$
8,910

 
0.79
%
Institutional Shareholder Services Inc. (2) (3) (5) (13) (16)
Banking, Finance, Insurance & Real Estate
 
L + 8.50% (1.00% Floor)
 
4/29/2022
 
12,500

 
12,414

 
12,500

 
1.11

Jazz Acquisition, Inc. (Wencor) (2) (3) (5) (13)
Aerospace & Defense
 
L + 6.75% (1.00% Floor)
 
6/19/2022
 
7,500

 
7,406

 
7,088

 
0.63

Pexco LLC (2) (3) (5)
Chemicals, Plastics & Rubber
 
L + 8.00% (1.00% Floor)
 
5/8/2025
 
20,000

 
19,814

 
20,346

 
1.81

Power Stop, LLC (5) (9)
Automotive
 
11.00%
 
5/29/2022
 
10,000

 
9,845

 
9,920

 
0.88

Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (5)
Wholesale
 
L + 8.50% (1.00% Floor)
 
7/28/2020
 
3,000

 
2,965

 
2,337

 
0.21

Q International Courier, LLC (2) (3) (5)
Transportation: Cargo
 
L + 8.25% (1.00% Floor)
 
9/19/2025
 
18,750

 
18,376

 
18,546

 
1.65

Reladyne, Inc. (2) (3) (4) (13)
Wholesale
 
L + 9.50% (1.00% Floor)
 
1/21/2023
 
5,000

 
4,880

 
4,975

 
0.44

Rough Country, LLC (2) (3) (5) (13) (16)
Durable Consumer Goods
 
L + 8.50% (1.00% Floor)
 
11/25/2023
 
42,500

 
41,275

 
42,254

 
3.76

Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (13)
Sovereign & Public Finance
 
L + 8.50% (1.00% Floor)
 
1/31/2025
 
1,800

 
1,784

 
1,824

 
0.16

Vantage Specialty Chemicals, Inc. (2) (4) (17)
Chemicals, Plastics & Rubber
 
P + 7.75%
 
2/5/2022
 
500

 
504

 
500

 
0.04

Watchfire Enterprises, Inc. (2) (3) (5) (13)
Media: Advertising, Printing & Publishing
 
L + 8.00% (1.00% Floor)
 
10/2/2021
 
7,000

 
6,939

 
7,000

 
0.62

Zywave, Inc. (2) (3) (5)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
4,950

 
4,884

 
5,035

 
0.45

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
266,604

 
$
268,783

 
23.91
%
Investments—non-controlled/non-affiliated (1)
Industry
 
Maturity Date
 
Par Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
Structured Finance Obligations (0.13%) (5) (8) (11)
 
 
 
 
 
 
 
 
 
 
 
1776 CLO I, Ltd., Subordinated Notes
Structured Finance
 
5/8/2020
 
$
11,750

 
$
6,436

 
$
2,585

 
0.23
%
Structured Finance Obligations Total
 
 
 
 
 
 
$
6,436

 
$
2,585

 
0.23
%

10



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Shares/ Units
 
Cost
 
Fair
Value 
(7)
 
Percentage of Net Assets
Equity Investments (0.69%) (5)
 
 
 
 
 
 
 
 
 
CIP Revolution Holdings, LLC
Media: Advertising, Printing & Publishing
 
30,000

 
$
300

 
$
388

 
0.04
%
Dade Paper & Bag, LLC
Forest Products & Paper
 
1,500,000

 
1,500

 
2,169

 
0.19

DecoPac, Inc.
Non-durable Consumer Goods
 
1,500,000

 
1,500

 
1,500

 
0.13

Derm Growth Partners III, LLC (Dermatology Associates)
Healthcare & Pharmaceuticals
 
1,000,000

 
1,000

 
1,573

 
0.14

GS Holdco LLC (Global Software, LLC)
High Tech Industries
 
1,000,000

 
1,001

 
1,506

 
0.13

Legacy.com Inc.
High Tech Industries
 
1,500,000

 
1,500

 
1,679

 
0.15

Power Stop Intermediate Holdings, LLC
Automotive
 
7,150

 
715

 
1,139

 
0.10

Rough Country, LLC
Durable Consumer Goods
 
754,775

 
755

 
850

 
0.08

T2 Systems Parent Corporation
Transportation: Consumer
 
555,556

 
556

 
553

 
0.05

THG Acquisition, LLC (The Hilb Group, LLC)
Banking, Finance, Insurance & Real Estate
 
1,500,000

 
1,500

 
2,195

 
0.20

Equity Investments Total
 
 
 
 
$
10,327

 
$
13,552

 
1.21
%
Total investments—non-controlled/non-affiliated
 
 
 
 
$
1,769,297

 
$
1,760,611

 
156.61
%
Investments—non-controlled/affiliated (5) 18)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (0.76%)
 
 
 
 
 
 
 
 
 
 
 
 
 
TwentyEighty, Inc.—Revolver (2) (3) (15)
Business Services
 
L + 8.00% (1.00% Floor)
 
3/21/2020
 
$

 
$
(6
)
 
$
(9
)
 
%
TwentyEighty, Inc.—(Term A Loans) (2) (3)
Business Services
 
L + 3.50% (1.00% Floor) cash, 4.50% PIK
 
3/21/2020
 
3,859

 
3,839

 
3,735

 
0.33

TwentyEighty, Inc.—(Term B Loans)
Business Services
 
1.00% cash, 7.00% PIK
 
3/21/2020
 
6,598

 
6,360

 
6,149

 
0.55

TwentyEighty, Inc.—(Term C Loans)
Business Services
 
0.25% cash, 8.75% PIK
 
3/21/2020
 
6,380

 
5,742

 
5,084

 
0.45

First Lien Debt Total
 
 
 
 
 
 
 
 
$
15,935

 
$
14,959

 
1.33
%
Investments—non-controlled/affiliated (5) (18)
Industry
 
Shares/ Units
 
Cost
 
Fair
Value 
(7)
 
Percentage of Net Assets
Equity Investments (0.00%)
 
 
 
 
 
 
 
 
 
TwentyEighty Investors LLC
Business Services
 
69,786

 
$

 
$

 
%
Equity Investments Total
 
 
 
 
$

 
$

 
%
Total investments—non-controlled/affiliated
 
 
 
 
$
15,935

 
$
14,959

 
1.33
%
Investments—controlled/affiliated
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par Amount/ LLC Interest
 
Cost
 
Fair Value (7)
 
Percentage of Net Assets
Investment Fund (9.60%) (8)
 
 
 
 
 
 
 
 
 
 
 
 
 
Middle Market Credit Fund, LLC, Mezzanine Loan (2) (5) (9) (14)
Investment Fund
 
L + 9.00%

 
6/24/2018
 
$
112,300

 
$
112,300

 
$
112,300

 
9.99
%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest  (5) (14)
Investment Fund
 
0.001

 
3/1/2021
 
74,501

 
74,501

 
76,247

 
6.78

Investment Fund Total
 
 
 
 
 
 
 
 
$
186,801

 
$
188,547

 
16.77
%
Total investments—controlled/affiliated
 
 
 
 
 
 
 
 
$
186,801

 
$
188,547

 
16.77
%
Total investments
 
 
 
 
 
 
 
 
$
1,972,033

 
$
1,964,117

 
174.71
%
 

11



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

(1)
Unless otherwise indicated, issuers of debt and equity investments held by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2017, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2017, the Company is not an “affiliated person” of any of these portfolio companies.
(2)
Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of September 30, 2017. As of September 30, 2017, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.33%, except for those loans as indicated in Note 16 below.
(3)
Loan includes interest rate floor feature.
(4)
Denotes that all or a portion of the assets are owned by the Company’s wholly owned subsidiary, TCG BDC SPV LLC (the “SPV”). The SPV has entered into a senior secured revolving credit facility (as amended, the “SPV Credit Facility”). The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer.
(5)
Denotes that all or a portion of the assets are owned by the Company. The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility” and, together with the SPV Credit Facility, the “Facilities”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the SPV or Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”).
(6)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. Equity tranche collateralized loan obligation (“CLO”) fund investments, which are referred to as “structured finance obligations”, are recorded at amortized cost using the effective interest method.
(7)
Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, structured finance obligations, equity investments and the investment fund mezzanine loan was determined using significant unobservable inputs.
(8)
The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(9)
Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)
Loan was on non-accrual status as of September 30, 2017.
(11)
As of September 30, 2017, the Company has a greater than 25% but less than 50% equity or subordinated notes ownership interest in certain structured finance obligations. These investments have governing documents that preclude the Company from controlling management of the entity and therefore the Company has determined that the issuer of the investment is not a controlled affiliate or a non-controlled affiliate because the investments are not “voting securities”.
(12)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.46%), EIP Merger Sub, LLC (Evolve IP) (3.98%), Legacy.com Inc. (4.13%), Payment Alliance International Inc. (2.70%), Prime Risk Partners, Inc. (3.33%), Product Quest Manufacturing, LLC (3.54%), Reliant Pro Rehab, LLC (nil), Surgical Information Systems, LLC (1.01%) and The Hilb Group, LLC (3.40%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(13)
Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400 million term debt securitization completed by the Company on June 26, 2015 (see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.
(14)
Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details. 
(15)
As of September 30, 2017, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

12



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
 
 
 
 
Achilles Acquisition LLC
Delayed Draw
 
1.00
%
 
$
4,392

 
$
(46
)
Acrisure, LLC
Delayed Draw
 
1.50

 
11,250

 
(131
)
Advanced Instruments, LLC
Revolver
 
0.50

 
1,167

 
(3
)
AMS Group HoldCo, LLC
Delayed Draw
 
1.00

 
5,491

 
(69
)
AMS Group HoldCo, LLC
Revolver
 
0.50

 
2,315

 
(29
)
Captive Resources Midco, LLC
Delayed Draw
 
1.50

 
3,571

 

Captive Resources Midco, LLC
Revolver
 
0.50

 
2,143

 

CIP Revolution Holdings, LLC
Revolver
 
0.50

 
1,331

 
(8
)
Continuum Managed Services HoldCo, LLC
Delayed Draw
 
1.00

 
1,917

 
16

Continuum Managed Services HoldCo, LLC
Revolver
 
0.50

 
2,500

 
21

DermaRite Industries, LLC
Revolver
 
0.50

 
3,848

 
(23
)
Derm Growth Partners III, LLC (Dermatology Associates)
Delayed Draw
 
1.00

 
869

 
(5
)
Derm Growth Partners III, LLC (Dermatology Associates)
Revolver
 
0.50

 
2,420

 
(13
)
Dimensional Dental Management, LLC
Delayed Draw
 
1.00

 
11,478

 
(41
)
Direct Travel, Inc.
Delayed Draw
 
1.00

 
7,309

 
(15
)
Frontline Technologies Holdings, LLC
Delayed Draw
 
1.00

 
7,705

 
(15
)
FWR Holding Corporation
Delayed Draw
 
1.00

 
11,111

 
(180
)
FWR Holding Corporation
Revolver
 
0.50

 
3,221

 
(52
)
Global Franchise Group, LLC
Revolver
 
0.50

 
495

 
(1
)
National Technical Systems, Inc.
Revolver
 
0.50

 
2,500

 
(85
)
NMI AcquisitionCo, Inc.
Revolver
 
0.50

 
1,280

 
(15
)
OnCourse Learning Corporation
Revolver
 
0.50

 
954

 
(6
)
PMG Acquisition Corporation
Revolver
 
0.50

 
2,356

 
(5
)
Prime Risk Partners, Inc.
Delayed Draw
 
0.50

 
863

 
(15
)
Prime Risk Partners, Inc.
Delayed Draw
 
0.50

 
10,744

 
(161
)
Product Quest Manufacturing, LLC
Revolver
 
0.50

 
4,766

 

PT Intermediate Holdings III, LLC (Parts Town)
Revolver
 
0.50

 
500

 
(1
)
Superior Health Linens, LLC
Revolver
 
0.50

 
2,617

 
(25
)
T2 Systems, Inc.
Revolver
 
0.50

 
1,760

 
(15
)
The Hilb Group, LLC
Delayed Draw
 
1.00

 
9,543

 
(89
)
TwentyEighty, Inc. (fka Miller Heiman, Inc.)
Revolver
 
0.50

 
607

 
(9
)
Vetcor Professional Practices, LLC
Delayed Draw
 
1.00

 
3,175

 
20

VRC Companies, LLC
Delayed Draw
 
0.75

 
1,805

 
(23
)
VRC Companies, LLC
Revolver
 
0.50

 
903

 
(12
)
Winchester Electronics Corporation
Delayed Draw
 
1.00

 
2,917

 
28

Total unfunded commitments
 
 
 
 
$
131,823

 
$
(1,007
)
 
(16)
As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(17)
As of September 30, 2017, this loan was indexed to the U.S. Prime Rate at 4.25%.
(18)
Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company’s outstanding voting securities.


13



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

As of September 30, 2017, investments at fair value consisted of the following:
Type
Amortized Cost
 
Fair Value
 
% of Fair Value
First Lien Debt (excluding First Lien/Last Out)
$
1,264,114

 
$
1,259,983

 
64.15
%
First Lien/Last Out Unitranche
237,751

 
230,667

 
11.74

Second Lien Debt
266,604

 
268,783

 
13.69

Structured Finance Obligations
6,436

 
2,585

 
0.13

Equity Investments
10,327

 
13,552

 
0.69

Investment Fund
186,801

 
188,547

 
9.60

Total
$
1,972,033

 
$
1,964,117

 
100.00
%
The rate type of debt investments at fair value as of September 30, 2017 was as follows:
Rate Type
Amortized Cost
 
Fair Value
 
% of Fair Value of First and Second Lien Debt
Floating Rate
$
1,746,522

 
$
1,738,280

 
98.80
%
Fixed Rate
21,947

 
21,153

 
1.20

Total
$
1,768,469

 
$
1,759,433

 
100.00
%

The industry composition of investments at fair value as of September 30, 2017 was as follows:
Industry
Amortized Cost
 
Fair Value
 
% of Fair Value
Aerospace & Defense
$
70,540

 
$
69,811

 
3.55
%
Automotive
20,359

 
20,832

 
1.06

Banking, Finance, Insurance & Real Estate
211,737

 
213,944

 
10.89

Beverage, Food & Tobacco
48,810

 
49,319

 
2.51

Business Services
161,167

 
161,286

 
8.21

Capital Equipment
35,240

 
35,850

 
1.83

Chemicals, Plastics & Rubber
32,801

 
33,315

 
1.70

Construction & Building
24,460

 
24,620

 
1.25

Consumer Services
104,289

 
105,335

 
5.36

Containers, Packaging & Glass
47,331

 
37,572

 
1.91

Durable Consumer Goods
57,945

 
59,010

 
3.00

Energy: Electricity
43,688

 
41,590

 
2.12

Energy: Oil & Gas
13,636

 
13,296

 
0.68

Environmental Industries
53,403

 
53,785

 
2.74

Forest Products & Paper
50,420

 
52,164

 
2.66

Healthcare & Pharmaceuticals
211,829

 
214,548

 
10.92

High Tech Industries
146,723

 
149,993

 
7.64

Hotel, Gaming & Leisure
47,195

 
45,316

 
2.31

Investment Fund
186,801

 
188,547

 
9.60

Media: Advertising, Printing & Publishing
34,894

 
35,229

 
1.79

Metals & Mining
7,905

 
7,926

 
0.40

Non-durable Consumer Goods
41,624

 
35,324

 
1.80

Software
38,832

 
39,205

 
2.00

Sovereign & Public Finance
1,784

 
1,824

 
0.09

Structured Finance
6,436

 
2,585

 
0.13

Telecommunications
89,248

 
88,577

 
4.51

Transportation: Cargo
83,115

 
83,771

 
4.27

Transportation: Consumer
36,500

 
36,967

 
1.88

Wholesale
63,321

 
62,576

 
3.19

Total
$
1,972,033

 
$
1,964,117

 
100.00
%

14



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of September 30, 2017
(dollar amounts in thousands)
(unaudited)

The geographical composition of investments at fair value as of September 30, 2017 was as follows:
Geography
Amortized Cost
 
Fair Value
 
% of Fair Value
Cayman Islands
$
6,436

 
$
2,585

 
0.13
%
United Kingdom
13,636

 
13,296

 
0.68

United States
1,951,961

 
1,948,236

 
99.19

Total
$
1,972,033

 
$
1,964,117

 
100.00
%
The accompanying notes are an integral part of these consolidated financial statements.

15



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (80.09%)
 
 
 
 
 
 
 
 
 
 
 
 
 
Access CIG, LLC (2) (3) (4) (13)
Business Services
 
L + 5.00% (1.00% Floor)
 
10/17/2021
 
$
18,335

 
$
18,222

 
$
18,335

 
2.40
%
Advanced Instruments, LLC (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals
 
L + 5.25% (1.00% Floor)
 
10/31/2022
 
22,500

 
22,019

 
22,252

 
2.91

AF Borrower LLC (Accuvant) (2) (3) (4)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
1/28/2022
 
16,113

 
15,923

 
16,113

 
2.11

Alpha Packaging Holdings, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
5/12/2020
 
11,322

 
11,313

 
11,322

 
1.48

Anaren, Inc. (2) (3) (4) (13)
Telecommunications
 
L + 4.50% (1.00% Floor)
 
2/18/2021
 
10,869

 
10,800

 
10,869

 
1.42

Audax AAMP Holdings, Inc. (2) (3) (4) (13)
Durable Consumer Goods
 
L + 6.00% (1.00% Floor)
 
6/24/2017
 
10,424

 
10,400

 
10,348

 
1.35

BAART Programs, Inc. (2) (4) (16)
Healthcare & Pharmaceuticals
 
L + 7.75% (0.00% Floor)
 
10/9/2021
 
7,406

 
7,355

 
7,534

 
0.99

Brooks Equipment Company, LLC (2) (3) (4) (13)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
8/29/2020
 
6,694

 
6,657

 
6,683

 
0.87

Capstone Logistics Acquisition, Inc. (2) (3) (4) (13)
Transportation: Cargo
 
L + 4.50% (1.00% Floor)
 
10/7/2021
 
19,478

 
19,337

 
19,212

 
2.51

Captive Resources Midco, LLC (2) (3) (4) (13) (15)
Banking, Finance, Insurance & Real Estate
 
L + 5.75% (1.00% Floor)
 
6/30/2020
 
29,050

 
28,683

 
29,009

 
3.80

Central Security Group, Inc. (2) (3) (4) (13) (16)
Consumer Services
 
L + 5.63% (1.00% Floor)
 
10/6/2020
 
28,658

 
28,300

 
28,557

 
3.74

CIP Revolution Holdings, LLC (2) (3) (5) (15)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
8/19/2021
 
16,500

 
16,325

 
16,585

 
2.17

Colony Hardware Corporation (2) (3) (4) (13)
Construction & Building
 
L + 6.00% (1.00% Floor)
 
10/23/2021
 
17,038

 
16,806

 
17,038

 
2.23

Datapipe, Inc. (2) (3) (13) (16)
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,750

 
9,666

 
9,764

 
1.28

Dent Wizard International Corporation (2) (3) (4) (13) (16)
Automotive
 
L + 4.75% (1.00% Floor)
 
4/7/2020
 
7,216

 
7,190

 
7,216

 
0.94

Derm Growth Partners III, LLC (Dermatology Associates) (2) (3) (4) (5) (13) (15)
Healthcare & Pharmaceuticals
 
L + 6.50% (1.00% Floor)
 
5/31/2022
 
32,929

 
32,393

 
32,958

 
4.31

Dimensional Dental Management, LLC (2) (3) (5) (12) (15)
Healthcare & Pharmaceuticals
 
L + 7.00% (1.00% Floor)
 
2/12/2021
 
18,000

 
17,601

 
17,811

 
2.33

Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (5) (15)
Construction & Building
 
L + 4.50% (1.00% Floor)
 
4/4/2022
 

 
(60
)
 
(30
)
 

Direct Travel, Inc. (2) (3) (4) (5) (13) (15)
Hotel, Gaming & Leisure
 
L + 6.50% (1.00% Floor)
 
12/1/2021
 
12,842

 
12,420

 
12,712

 
1.66

EIP Merger Sub, LLC (Evolve IP) (2) (3) (5) (12)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
23,750

 
23,098

 
23,242

 
3.04

Emerging Markets Communications, LLC (2) (3) (4) (8) (13)
Telecommunications
 
L + 5.75% (1.00% Floor)
 
7/1/2021
 
17,730

 
16,299

 
17,730

 
2.32

EP Minerals, LLC (2) (3) (4) (13)
Metals & Mining
 
L + 4.50% (1.00% Floor)
 
8/20/2020
 
10,264

 
10,232

 
10,259

 
1.34

FCX Holdings Corp. (2) (3) (4) (13) (16)
Capital Equipment
 
L + 4.50% (1.00% Floor)
 
8/4/2020
 
9,856

 
9,852

 
9,856

 
1.29

Genex Holdings, Inc. (2) (3) (13) (16)
Banking, Finance, Insurance & Real Estate
 
L + 4.25% (1.00% Floor)
 
5/30/2021
 
4,200

 
4,187

 
4,196

 
0.55

Global Software, LLC (2) (3) (4) (13) (16)
High Tech Industries
 
L + 5.50% (1.00% Floor)
 
5/2/2022
 
16,163

 
15,880

 
16,163

 
2.12

Green Energy Partners/Stonewall LLC (2) (3) (5) (13)
Energy: Electricity
 
L + 5.50% (1.00% Floor)
 
11/13/2021
 
16,600

 
16,475

 
16,598

 
2.17

Green Plains II LLC (2) (3) (4) (5) (13) (15)
Beverage, Food & Tobacco
 
L + 7.00% (1.00% Floor)
 
10/3/2022
 
15,205

 
15,059

 
15,379

 
2.01

 

16



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (80.09%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
Hummel Station LLC (2) (3) (5) (13) (16)
Energy: Electricity
 
L + 6.00% (1.00% Floor)
 
10/27/2022
 
$
21,000

 
$
20,308

 
$
20,160

 
2.64
%
Imagine! Print Solutions, LLC (2) (3) (4) (13)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
3/30/2022
 
18,461

 
18,213

 
18,603

 
2.43

Imperial Bag & Paper Co. LLC (2) (3) (4) (13) (16)
Forest Products & Paper
 
L + 6.00% (1.00% Floor)
 
1/7/2022
 
24,074

 
23,752

 
23,924

 
3.13

Indra Holdings Corp. (Totes Isotoner) (2) (3) (5) (13)
Non-durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
5/1/2021
 
14,224

 
14,130

 
10,553

 
1.38

International Medical Group, Inc. (2) (3) (5) (12)
Banking, Finance, Insurance & Real Estate
 
L + 6.50% (1.00% Floor)
 
10/30/2020
 
30,000

 
29,505

 
30,237

 
3.96

Jackson Hewitt Inc. (2) (3) (4) (13)
Retail
 
L + 7.00% (1.00% Floor)
 
7/30/2020
 
8,758

 
8,625

 
8,320

 
1.09

Metrogistics LLC (2) (3) (4) (5) (13)
Transportation: Cargo
 
L + 6.50% (1.00% Floor)
 
9/30/2022
 
15,200

 
14,986

 
15,094

 
1.98

MSX International, Inc. (2) (3) (4) (13)
Automotive
 
L + 5.00% (1.00% Floor)
 
8/21/2020
 
8,940

 
8,882

 
8,940

 
1.17

National Technical Systems, Inc. (2) (3) (4) (13) (15)
Aerospace & Defense
 
L + 6.25% (1.00% Floor)
 
6/12/2021
 
25,123

 
24,854

 
23,927

 
3.13

NES Global Talent Finance US LLC (United Kingdom) (2) (3) (4) (8) (13)
Energy: Oil & Gas
 
L + 5.50% (1.00% Floor)
 
10/3/2019
 
11,250

 
11,132

 
10,911

 
1.43

OnCourse Learning Corporation (2) (3) (4) (5) (13) (15) (16)
Consumer Services
 
L + 6.50% (1.00% Floor)
 
9/12/2021
 
26,141

 
25,770

 
26,220

 
3.43

Paradigm Acquisition Corp. (2) (3) (4) (13)
Business Services
 
L + 5.00% (1.00% Floor)
 
6/2/2022
 
23,246

 
22,963

 
23,223

 
3.04

Pelican Products, Inc. (2) (3) (4) (13)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
4/11/2020
 
7,643

 
7,654

 
7,593

 
0.99

Plano Molding Company, LLC (2) (3) (4) (5) (13)
Hotel, Gaming & Leisure
 
L + 7.00% (1.00% Floor)
 
5/12/2021
 
18,163

 
18,030

 
17,302

 
2.26

PPT Management Holdings, LLC (2) (3) (5)
Healthcare & Pharmaceuticals
 
L + 6.00% (1.00% Floor)
 
12/16/2022
 
22,500

 
22,288

 
22,426

 
2.93

Premier Senior Marketing, LLC (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate
 
L + 5.00% (1.00% Floor)
 
7/1/2022
 
3,741

 
3,690

 
3,741

 
0.49

Product Quest Manufacturing, LLC (2) (3) (4) (5) (12)
Containers, Packaging & Glass
 
L + 5.75% (1.00% Floor)
 
9/9/2020
 
28,000

 
27,565

 
25,838

 
3.38

Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (4)
Wholesale
 
L + 4.50% (1.00% Floor)
 
1/28/2020
 
10,798

 
10,739

 
8,101

 
1.06

PSC Industrial Holdings Corp (2) (3) (4) (13)
Environmental Industries
 
L + 4.75% (1.00% Floor)
 
12/5/2020
 
11,760

 
11,679

 
11,290

 
1.48

PSI Services LLC (2) (3) (4) (5) (12) (16)
Business Services
 
L + 6.75% (1.00% Floor)
 
2/27/2021
 
32,705

 
32,022

 
34,784

 
4.56

PT Intermediate Holdings III, LLC (Parts Town) (2) (3) (4) (5) (13) (15)
Wholesale
 
L + 6.50% (1.00% Floor)
 
6/23/2022
 
17,417

 
17,215

 
17,563

 
2.30

QW Holding Corporation (Quala) (2) (3) (4) (5) (13)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
29,925

 
29,084

 
30,009

 
3.93

Reliant Pro Rehab, LLC (2) (3) (5) (12)
Healthcare & Pharmaceuticals
 
L + 10.00% (1.00% Floor)
 
12/29/2017
 
22,331

 
22,024

 
22,331

 
2.92

SolAero Technologies Corp. (2) (3) (4) (5)
Telecommunications
 
L + 5.25% (1.00% Floor)
 
12/10/2020
 
19,677

 
19,541

 
18,901

 
2.47

Superior Health Linens, LLC (2) (3) (4) (5) (13) (15)
Business Services
 
L + 6.50% (1.00% Floor)
 
9/30/2021
 
19,206

 
18,891

 
19,068

 
2.50

T2 Systems, Inc. (2) (3) (4) (5) (13) (15) (16)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
22,950

 
22,333

 
23,208

 
3.04

T2 Systems Canada, Inc. (2) (3) (5) (16)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
4,050

 
3,952

 
4,090

 
0.54


17



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
First Lien Debt (80.09%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
Teaching Strategies, LLC (2) (3) (4) (13)
Media: Advertising, Printing & Publishing
 
L + 5.50% (0.50% Floor)
 
10/1/2019
 
$
13,369

 
$
13,333

 
$
13,369

 
1.75
%
The Hilb Group, LLC (2) (3) (5) (12) (15)
Banking, Finance, Insurance & Real Estate
 
L + 6.50% (1.00% Floor)
 
6/24/2021
 
29,682

 
29,113

 
29,826

 
3.90

The SI Organization, Inc. (2) (3) (4) (13)
Aerospace & Defense
 
L + 4.75% (1.00% Floor)
 
11/23/2019
 
8,574

 
8,527

 
8,676

 
1.15

The Topps Company, Inc. (2) (3) (4) (13)
Non-durable Consumer Goods
 
L + 6.00% (1.25% Floor)
 
10/2/2020
 
18,707

 
18,629

 
18,795

 
2.46

TruckPro, LLC (2) (3) (4) (13) (16)
Automotive
 
L + 5.00% (1.00% Floor)
 
8/6/2018
 
9,292

 
9,267

 
9,262

 
1.21

Tweddle Group, Inc. (2) (3) (4) (13)
Media: Advertising, Printing & Publishing
 
L + 6.00% (1.00% Floor)
 
10/24/2022
 
16,200

 
15,885

 
16,114

 
2.11

TwentyEighty, Inc. (fka Miller Heiman, Inc.) (2) (3) (5) (10) (13)
Business Services
 
L + 6.00% (1.00% Floor)
 
9/30/2019
 
18,719

 
18,571

 
7,628

 
1.00

U.S. Farathane, LLC (2) (3) (4) (13)
Automotive
 
L + 4.75% (1.00% Floor)
 
12/23/2021
 
1,925

 
1,895

 
1,925

 
0.25

U.S. TelePacific Holdings Corp. (2) (3) (5)
Telecommunications
 
L + 8.50% (1.00% Floor)
 
2/24/2021
 
30,000

 
29,149

 
29,853

 
3.91

Vetcor Professional Practices, LLC (2) (3) (4) (5) (13) (15)
Consumer Services
 
L + 6.25% (1.00% Floor)
 
4/20/2021
 
25,001

 
24,623

 
25,164

 
3.29

Violin Finco S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (8) (13)
Business Services
 
L + 4.75% (1.00% Floor)
 
12/20/2019
 
10,065

 
10,012

 
10,058

 
1.32

Vistage Worldwide, Inc. (2) (3) (4) (13) (16)
Business Services
 
L + 5.50% (1.00% Floor)
 
8/19/2021
 
28,757

 
28,524

 
28,688

 
3.75

Vitera Healthcare Solutions, LLC (2) (3) (4) (13)
Healthcare & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
11/4/2020
 
9,104

 
9,050

 
9,078

 
1.19

Winchester Electronics Corporation (2) (3) (4) (5) (13) (15)
Capital Equipment
 
L + 6.50% (1.00% Floor)
 
6/30/2022
 
27,367

 
26,959

 
27,460

 
3.59

Zest Holdings, LLC (2) (3) (4) (13)
Durable Consumer Goods
 
L + 4.75% (1.00% Floor)
 
8/16/2020
 
9,530

 
9,530

 
9,584

 
1.25

First Lien Debt Total
 
 
 
 
 
 
 
 
$
1,145,326

 
$
1,139,548

 
149.13
%
Second Lien Debt (12.08%)
 
 
 
 
 
 
 
 
 
 
 
 
 
AF Borrower LLC (Accuvant) (2) (3) (5)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
1/30/2023
 
$
8,000

 
$
7,934

 
$
8,000

 
1.05
%
AIM Group USA Inc. (2) (3) (5) (13)
Aerospace & Defense
 
L + 9.00% (1.00% Floor)
 
8/2/2022
 
23,000

 
22,701

 
23,196

 
3.04

AmeriLife Group, LLC (2) (3) (5)
Banking, Finance, Insurance & Real Estate
 
L + 8.75% (1.00% Floor)
 
1/10/2023
 
20,000

 
19,656

 
19,208

 
2.51

Argon Medical Devices, Inc. (2) (3) (4) (5)
Healthcare & Pharmaceuticals
 
L + 9.50% (1.00% Floor)
 
6/23/2022
 
24,000

 
23,363

 
24,233

 
3.17

Berlin Packaging L.L.C. (2) (3) (5) (13)
Containers, Packaging & Glass
 
L + 6.75% (1.00% Floor)
 
10/1/2022
 
2,927

 
2,910

 
2,953

 
0.39

Charter NEX US Holdings, Inc. (2) (3) (5) (13)
Chemicals, Plastics & Rubber
 
L + 8.25% (1.00% Floor)
 
2/5/2023
 
7,394

 
7,303

 
7,468

 
0.98

Confie Seguros Holding II Co. (2) (3) (5) (16)
Banking, Finance, Insurance & Real Estate
 
L + 9.00% (1.25% Floor)
 
5/8/2019
 
12,000

 
11,921

 
11,918

 
1.56

Drew Marine Group Inc. (2) (3) (4) (5) (13)
Chemicals, Plastics & Rubber
 
L + 7.00% (1.00% Floor)
 
5/19/2021
 
12,500

 
12,481

 
12,333

 
1.61

Genex Holdings, Inc. (2) (3) (5)
Banking, Finance, Insurance & Real Estate
 
L + 7.75% (1.00% Floor)
 
5/30/2022
 
7,990

 
7,915

 
7,978

 
1.04


18



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
Second Lien Debt (12.08%) (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
Institutional Shareholder Services Inc. (2) (3) (5) (13)
Banking, Finance, Insurance & Real Estate
 
L + 8.50% (1.00% Floor)
 
4/29/2022
 
$
12,500

 
$
12,408

 
$
12,359

 
1.62
%
Jazz Acquisition, Inc. (Wencor) (2) (3) (5) (13)
Aerospace & Defense
 
L + 6.75% (1.00% Floor)
 
6/19/2022
 
6,700

 
6,677

 
5,572

 
0.73

MRI Software, LLC (2) (3) (5)
Software
 
L + 8.00% (1.00% Floor)
 
6/23/2022
 
11,250

 
11,110

 
11,265

 
1.47

Power Stop, LLC (5) (9)
Automotive
 
11.00%
 
5/29/2022
 
10,000

 
9,831

 
9,863

 
1.29

Prowler Acquisition Corp. (Pipeline Supply and Service, LLC) (2) (3) (5)
Wholesale
 
L + 8.50% (1.00% Floor)
 
7/28/2020
 
3,000

 
2,960

 
1,682

 
0.22

Vitera Healthcare Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals
 
L + 8.25% (1.00% Floor)
 
11/4/2021
 
2,000

 
1,979

 
1,945

 
0.26

Watchfire Enterprises, Inc. (2) (3) (5) (13)
Media: Advertising, Printing & Publishing
 
L + 8.00% (1.00% Floor)
 
10/2/2021
 
7,000

 
6,932

 
6,976

 
0.91

Zywave, Inc. (2) (3) (5)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
4,950

 
4,879

 
4,915

 
0.64

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
172,960

 
$
171,864

 
22.49
%
Investments—non-controlled/non-affiliated (1)
Industry
 
Maturity Date
 
Par Amount
 
Amortized Cost (6)
 
Fair Value (7)
 
Percentage of Net Assets
Structured Finance Obligations (0.37%) (5) (8) (11)
 
 
 
 
 
 
 
 
 
 
 
1776 CLO I, Ltd., Subordinated Notes
Structured Finance
 
5/8/2020
 
$
11,750

 
$
6,739

 
$
2,761

 
0.36
%
Clydesdale CLO 2005, Ltd., Subordinated Notes
Structured Finance
 
12/6/2017
 
5,750

 

 
10

 

MSIM Peconic Bay, Ltd., Subordinated Notes
Structured Finance
 
7/20/2019
 
4,500

 
63

 
5

 

Nautique Funding Ltd., Income Notes
Structured Finance
 
4/15/2020
 
5,000

 
2,437

 
2,440

 
0.32

Structured Finance Obligations Total
 
 
 
 
 
 
$
9,239

 
$
5,216

 
0.68
%
Investments—non-controlled/non-affiliated (1)
Industry
 
Shares/ Units
 
Cost
 
Fair Value (7)
 
Percentage of Net Assets
Equity Investments (0.46%) (5)
 
 
 
 
 
 
 
 
 
CIP Revolution Investments, LLC
Media: Advertising, Printing & Publishing
 
30,000

 
$
300

 
$
352

 
0.05
%
Derm Growth Partners III, LLC (Dermatology Associates)
Healthcare & Pharmaceuticals
 
1,000,000

 
1,000

 
976

 
0.13

GS Holdco LLC (Global Software, LLC)
High Tech Industries
 
1,000,000

 
1,001

 
1,126

 
0.15

Power Stop Intermediate Holdings, LLC
Automotive
 
7,150

 
715

 
1,208

 
0.16

T2 Systems Parent Corporation
Transportation: Consumer
 
555,556

 
556

 
584

 
0.07

THG Acquisition, LLC (The Hilb Group, LLC)
Banking, Finance, Insurance & Real Estate
 
1,500,000

 
1,499

 
2,228

 
0.29

Equity Investments Total
 
 
 
 
$
5,071

 
$
6,474

 
0.85
%
Total investments—non-controlled/non-affiliated
 
 
 
$
1,332,596

 
$
1,323,102

 
173.15
%

19



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—controlled/affiliated
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par Amount/ LLC Interest
 
Cost
 
Fair Value (7)
 
Percentage of Net Assets
Investment Fund (7.00%) (8)
 
 
 
 
 
 
 
 
 
 
 
 
 
Middle Market Credit Fund, LLC, Mezzanine Loan (2) (5) (9) (14)
Investment Fund
 
L + 9.50%
 
6/24/2017
 
$
62,384

 
$
62,384

 
$
62,384

 
8.16
%
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest (5) (14)
Investment Fund
 
0.001
 
3/1/2021
 
35,001

 
35,001

 
37,273

 
4.88

Investment Fund Total
 
 
 
 
 
 
 
 
$
97,385

 
$
99,657

 
13.04
%
Total investments—controlled/affiliated
 
 
 
 
 
 
 
 
$
97,385

 
$
99,657

 
13.04
%
Total investments
 
 
 
 
 
 
 
 
$
1,429,981

 
$
1,422,759

 
186.19
%
 
(1)
Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States and issuers of structured finance obligations are domiciled in the Cayman Islands. Under the Investment Company Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2016, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2016, the Company is not an “affiliated person” of any of these portfolio companies.
(2)
Variable rate loans to the portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has provided the interest rate in effect as of December 31, 2016. As of December 31, 2016, all of our LIBOR loans were indexed to the 90-day LIBOR rate at 1.00%, except for those loans as indicated in Note 16 below.
(3)
Loan includes interest rate floor feature.
(4)
Denotes that all or a portion of the assets are owned by the SPV. The SPV has entered into the SPV Credit Facility. The lenders of the SPV Credit Facility have a first lien security interest in substantially all of the assets of the SPV (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the Company or the 2015-1 Issuer, a wholly owned and consolidated subsidiary of the Company.
(5)
Denotes that all or a portion of the assets are owned by the Company. The Company has entered into the Credit Facility. The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 6, Borrowings). Accordingly, such assets are not available to creditors of the SPV or the 2015-1 Issuer.
(6)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method. Equity tranche CLO fund investments, which are referred to as “structured finance obligations”, are recorded at amortized cost using the effective interest method.
(7)
Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy.
(8)
The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(9)
Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10)
Loan was on non-accrual status as of December 31, 2016.
(11)
As of December 31, 2016, the Company has a greater than 25% but less than 50% equity or subordinated notes ownership interest in certain structured finance obligations. These investments have governing documents that preclude the Company from controlling management of the entity and therefore the Company has determined that the issuer of the investment is not a controlled affiliate or a non-controlled affiliate because the investments are not “voting securities”.
(12)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders as follows: Dimensional Dental Management, LLC (4.54%), EIP Merger Sub, LLC (Evolve IP) (3.84%), International Medical Group, Inc. (4.64%), Product Quest Manufacturing, LLC (3.54%), PSI Services LLC (4.40%), Reliant Pro Rehab, LLC (nil) and The Hilb Group, LLC (3.96%). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(13)
Denotes that all or a portion of the assets are owned by the 2015-1 Issuer and secure the notes issued in connection with a $400 million term debt securitization completed by the Company on June 26, 2015 (see Note 7, 2015-1 Notes). Accordingly, such assets are not available to the creditors of the SPV or the Company.
(14)
Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC, for more details.
(15)
As of December 31, 2016, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

20



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

Investments—non-controlled/non-affiliated
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
First Lien Debt—unfunded delayed draw and revolving term loans commitments
 
 
 
 
 
 
 
Advanced Instruments, LLC
Revolver
 
0.50
%
 
$
2,500

 
$
(25
)
Captive Resources Midco, LLC
Revolver
 
0.50

 
1,875

 
(2
)
Captive Resources Midco, LLC
Delayed Draw
 
1.25

 
3,125

 
(4
)
CIP Revolution Holdings, LLC
Revolver
 
0.50

 
1,331

 
6

CIP Revolution Holdings, LLC
Delayed Draw
 
0.75

 
1,331

 
6

Derm Growth Partners III, LLC (Dermatology Associates)
Revolver
 
0.50

 
1,672

 
1

Derm Growth Partners III, LLC (Dermatology Associates)
Delayed Draw
 
1.00

 
5,247

 
4

Dimensional Dental Management, LLC
Delayed Draw
 
1.00

 
2,507

 
(23
)
Dimora Brands, Inc. (fka TK USA Enterprises, Inc.)
Revolver
 
0.50

 
4,750

 
(30
)
Direct Travel, Inc.
Delayed Draw
 
1.00

 
9,658

 
(56
)
Green Plains II LLC
Revolver
 
0.50

 
1,352

 
14

National Technical Systems, Inc.
Revolver
 
0.50

 
2,031

 
(102
)
National Technical Systems, Inc.
Delayed Draw
 
1.00

 
4,469

 
(165
)
OnCourse Learning Corporation
Revolver
 
0.50

 
859

 
2

PT Intermediate Holdings III, LLC (Parts Town)
Revolver
 
0.50

 
2,025

 
15

Superior Health Linens, LLC
Revolver
 
0.50

 
2,735

 
(17
)
T2 Systems, Inc.
Revolver
 
0.50

 
2,933

 
29

The Hilb Group, LLC
Delayed Draw
 
1.00

 
3,810

 
16

Vetcor Professional Practices, LLC
Delayed Draw
 
1.00

 
3,057

 
18

Winchester Electronics Corporation
Delayed Draw
 
1.00

 
2,500

 
8

Total unfunded commitments
 
 
 
 
$
59,767

 
$
(305
)
 
(16)
As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
As of December 31, 2016, investments at fair value consisted of the following:
Type
Amortized Cost
 
Fair Value
 
% of Fair Value
First Lien Debt (excluding First Lien/Last Out)
$
964,398

 
$
955,478

 
67.15
%
First Lien/Last Out Unitranche
180,928

 
184,070

 
12.94

Second Lien Debt
172,960

 
171,864

 
12.08

Structured Finance Obligations
9,239

 
5,216

 
0.37

Equity Investments
5,071

 
6,474

 
0.46

Investment Fund
97,385

 
99,657

 
7.00

Total
$
1,429,981

 
$
1,422,759

 
100.00
%
The rate type of debt investments at fair value as of December 31, 2016 was as follows:
Rate Type
Amortized Cost
 
Fair Value
 
% of Fair Value of First and Second Lien Debt
Floating Rate
$
1,308,455

 
$
1,301,549

 
99.25
%
Fixed Rate
9,831

 
9,863

 
0.75

Total
$
1,318,286

 
$
1,311,412

 
100.00
%



21



TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2016
(dollar amounts in thousands)
(unaudited)

The industry composition of investments at fair value as of December 31, 2016 was as follows:
Industry
Amortized Cost
 
Fair Value
 
% of Fair Value
Aerospace & Defense
$
62,759

 
$
61,371

 
4.31
%
Automotive
37,780

 
38,414

 
2.70

Banking, Finance, Insurance & Real Estate
148,577

 
150,700

 
10.59

Beverage, Food & Tobacco
15,059

 
15,379

 
1.08

Business Services
149,205

 
141,784

 
9.97

Capital Equipment
36,811

 
37,316

 
2.62

Chemicals, Plastics & Rubber
19,784

 
19,801

 
1.39

Construction & Building
23,403

 
23,691

 
1.67

Consumer Services
78,693

 
79,941

 
5.62

Containers, Packaging & Glass
49,442

 
47,706

 
3.35

Durable Consumer Goods
19,930

 
19,932

 
1.04

Energy: Electricity
36,783

 
36,758

 
2.59

Energy: Oil & Gas
11,132

 
10,911

 
0.77

Environmental Industries
40,763

 
41,299

 
2.90

Forest Products & Paper
23,752

 
23,924

 
1.68

Healthcare & Pharmaceuticals
159,072

 
161,544

 
11.36

High Tech Industries
45,617

 
46,317

 
3.26

Hotel, Gaming & Leisure
30,450

 
30,014

 
2.11

Investment Fund
97,385

 
99,657

 
7.00

Media: Advertising, Printing & Publishing
70,988

 
71,999

 
5.06

Metals & Mining
10,232

 
10,259

 
0.72

Non-durable Consumer Goods
32,759

 
29,348

 
2.06

Retail
8,625

 
8,320

 
0.58

Software
11,110

 
11,265

 
0.79

Structured Finance
9,239

 
5,216

 
0.37

Telecommunications
108,553

 
110,359

 
7.76

Transportation: Cargo
34,323

 
34,306

 
2.41

Transportation: Consumer
26,841

 
27,882

 
1.96

Wholesale
30,914

 
27,346

 
1.92

Total
$
1,429,981

 
$
1,422,759

 
100.00
%
The geographical composition of investments at fair value as of December 31, 2016 was as follows:
Geography
Amortized Cost
 
Fair Value
 
% of Fair Value
Cayman Islands
$
9,239

 
$
5,216

 
0.37
%
United Kingdom
21,144

 
20,969

 
1.47

United States
1,399,598

 
1,396,574

 
98.16

Total
$
1,429,981

 
$
1,422,759

 
100.00
%

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


22




TCG BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of September 30, 2017
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) is a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle GMS Investment Management L.L.C. (“CGMSIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group L.P. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).
The Company’s investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies, which the Company defines as companies with approximately $10 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. The Company seeks to achieve its investment objective primarily through direct originations of secured debt, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans. The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which the Company is operating.
On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering (“IPO”), issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017.
The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. Pursuant to this Act, the Company will remain an emerging growth company for up to five years following the IPO, although if the market value of the common stock that is held by non-affiliates exceeds $700,000 as of any June 30 before that time, the Company would cease to be an emerging growth company as of the following December 31. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company will cease to be an emerging growth company as of December 31, 2017.
The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle GMS Finance Administration L.L.C. (the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of The Carlyle Group L.P. “Carlyle” refers to The Carlyle Group L.P. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global alternative asset manager publicly traded on NASDAQ Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
TCG BDC SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. The SPV invests in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.

23



On June 9, 2017, pursuant to the Agreement and Plan of Merger, dated May 3, 2017 (the “Agreement”), by and between the Company and NF Investment Corp. (“NFIC”), NFIC merged with and into the Company (the “NFIC Acquisition”), with the Company as the surviving entity. The NFIC Acquisition was accounted for as an asset acquisition. NFIC SPV LLC (the “NFIC SPV” and, together with the SPV, the “SPVs”) is a Delaware limited liability company that was formed on June 18, 2013. Upon the consummation of the NFIC Acquisition, the NFIC SPV became a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the closing date of the NFIC Acquisition, June 9, 2017. Refer to Note 13, NFIC Acquisition, for details.
On June 26, 2015, the Company completed a $400 million term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the Company, and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 7 for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation, May 8, 2015.
On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.
As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Accounting Standards Update (“ASU”) 2013-08, Financial Services—Investment Companies (“ASU 2013-08”): Amendments to the Scope, Measurement and Disclosure Requirements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVs and the 2015-1 Issuer. All significant intercompany balances and transactions have been eliminated. US GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.
The interim financial statements have been prepared in accordance with US GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with US GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim period presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2016. The results of operations for the three month and nine month periods ended September 30, 2017 are not necessarily indicative of the operating results to be expected for the full year.
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

24



Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash and cash equivalents are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit.
Revenue Recognition
Interest from Investments and Realized Gain/Loss on Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. As of September 30, 2017, the fair value of the loan in the portfolio with PIK provisions was $14,968, which represents approximately 0.76% of total investments at fair value. For the three month and nine month periods ended September 30, 2017, the Company earned $778 in PIK income. As of December 31, 2016 and for the three month and nine month periods ended September 30, 2016, no loans in the portfolio contained PIK provisions.
Dividend Income
Dividend income from the investment fund is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.
Other Income
Other income may include income such as consent, waiver, amendment, syndication and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three month and nine month periods ended September 30, 2017, the Company earned $1,318 and $7,900, respectively, in other income, primarily from syndication and prepayment fees. For the three month and nine month periods ended September 30, 2016, the Company earned $1,909 and $4,578, respectively, in other income, primarily from syndication and prepayment fees.

25



Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2017, the fair value of the loan in the portfolio on non-accrual status was $22,808, which represents approximately 1.16% of total investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2017. All first and second lien debt investments were performing and current on their interest payments as of September 30, 2016.
SPV Credit Facility, Credit Facility and 2015-1 Notes Related Costs, Expenses and Deferred Financing Costs (See Note 6, Borrowings, and Note 7, 2015-1 Notes)
Interest expense and unused commitment fees on the SPV Credit Facility and Credit Facility are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.

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

26



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

Prior to July 5, 2017, the Company had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, the Company converted the “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the stockholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. The Company intends to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless the Company instructs the plan administrator otherwise.
Functional Currency
The functional currency of the Company is the U.S. Dollar and all transactions were in U.S. Dollars.
3. FAIR VALUE MEASUREMENTS
The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to US GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

27



Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Company’s Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
 
the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and
comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificate received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, 2017 and December 31, 2016.
US GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
 
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financial instruments in Level 1 generally include unrestricted securities,

28



including equities and derivatives, listed in active markets. The Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. The type of financial instruments in this category generally includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are in this category generally include investments in privately-held entities, CLOs, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three month and nine month periods ended September 30, 2017 and 2016, there were no transfers between levels.
The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
First Lien Debt
$

 
$

 
$
1,490,650

 
$
1,490,650

Second Lien Debt

 

 
268,783

 
268,783

Structured Finance Obligations

 

 
2,585

 
2,585

Equity Investments

 

 
13,552

 
13,552

Investment Fund
 
 
 
 
 
 
 
Mezzanine Loan

 

 
112,300

 
112,300

Subtotal
$

 
$

 
$
1,887,870

 
$
1,887,870

Investments measured at net asset value (1)
 
 
 
 
 
 
76,247

Total
 
 
 
 
 
 
$
1,964,117

 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
First Lien Debt
$

 
$

 
$
1,139,548

 
$
1,139,548

Second Lien Debt

 

 
171,864

 
171,864

Structured Finance Obligations

 

 
5,216

 
5,216

Equity Investments

 

 
6,474

 
6,474

Investment Fund
 
 
 
 
 
 
 
Mezzanine Loan

 

 
62,384

 
62,384

Subtotal
$

 
$

 
$
1,385,486

 
$
1,385,486

Investments measured at net asset value (1)
 
 
 
 
 
 
37,273

Total
 
 
 
 
 
 
$
1,422,759

(1)
Amount represents the Company’s subordinated loan and member’s interest investments in Credit Fund. The fair value of these investments has been estimated using the net asset value of the Company’s ownership interests in Credit Fund.


29



The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:
 
Financial Assets
For the three month period ended September 30, 2017
 
First Lien Debt
 
Second Lien Debt
 
Structured Finance Obligations
 
Equity Investments
 
Investment Fund - Mezzanine Loan
 
Total
Balance, beginning of period
$
1,270,078

 
$
250,765

 
$
2,597

 
$
10,722

 
$
113,100

 
$
1,647,262

Purchases
267,658

 
28,875

 

 
1,500

 
7,600

 
305,633

Sales
(20,610
)
 

 

 

 

 
(20,610
)
Paydowns
(26,731
)
 
(12,500
)
 
(43
)
 

 
(8,400
)
 
(47,674
)
Accretion of discount
1,548

 
284

 

 

 

 
1,832

Net realized gains (losses)
141

 

 
31

 

 

 
172

Net change in unrealized appreciation (depreciation)
(1,434
)
 
1,359

 

 
1,330

 

 
1,255

Balance, end of period
$
1,490,650

 
$
268,783

 
$
2,585

 
$
13,552

 
$
112,300

 
$
1,887,870

Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2017 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations
$
(1,053
)
 
$
1,519

 
$

 
$
1,330

 
$

 
$
1,796

 
Financial Assets
For the three month period ended September 30, 2016
 
First Lien Debt
 
Second Lien Debt
 
Structured Finance Obligations
 
Equity Investments
 
Investment Fund - Mezzanine Loan
 
Total
Balance, beginning of period
$
944,494

 
$
219,383

 
$
8,040

 
$
4,703

 
$
1,000

 
$
1,177,620

Purchases
244,501

 

 

 
856

 
53,200

 
298,557

Sales
(13,342
)
 
(8,274
)
 

 

 
(22,400
)
 
(44,016
)
Paydowns
(65,764
)
 
(20,969
)
 
(1,432
)
 

 

 
(88,165
)
Accretion of discount
1,591

 
288

 

 

 

 
1,879

Net realized gains (losses)
(99
)
 
221

 
(1
)
 

 

 
121

Net change in unrealized appreciation (depreciation)
3,206

 
5,648

 
1,145

 
661

 

 
10,660

Balance, end of period
$
1,114,587

 
$
196,297

 
$
7,752

 
$
6,220

 
$
31,800

 
$
1,356,656

Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2016 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations
$
4,051

 
$
5,507

 
$
1,145

 
$
661

 
$

 
$
11,364


30



 
Financial Assets
For the nine month period ended September 30, 2017
 
First Lien Debt
 
Second Lien Debt
 
Structured Finance Obligations
 
Equity Investments
 
Investment Fund - Mezzanine Loan
 
Total
Balance, beginning of period
$
1,139,548

 
$
171,864

 
$
5,216

 
$
6,474

 
$
62,384

 
$
1,385,486

Purchases
800,283

 
125,935

 

 
5,256

 
91,760

 
1,023,234

Sales
(149,302
)
 
(2,978
)
 

 

 

 
(152,280
)
Paydowns
(294,552
)
 
(29,893
)
 
(2,792
)
 

 
(41,844
)
 
(369,081
)
Accretion of discount
7,821

 
582

 

 

 

 
8,403

Net realized gains (losses)
(7,710
)
 
(3
)
 
(11
)
 

 

 
(7,724
)
Net change in unrealized appreciation (depreciation)
(5,438
)
 
3,276

 
172

 
1,822

 

 
(168
)
Balance, end of period
$
1,490,650

 
$
268,783

 
$
2,585

 
$
13,552

 
$
112,300

 
$
1,887,870

Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2017 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations
$
(9,517
)
 
$
3,627

 
$
127

 
$
1,822

 
$

 
$
(3,941
)
 
Financial Assets
For the nine month period ended September 30, 2016
 
First Lien Debt
 
Second Lien Debt
 
Structured Finance Obligations
 
Equity Investments
 
Investment Fund - Mezzanine Loan
 
Total
Balance, beginning of period
$
785,459

 
$
210,396

 
$
44,812

 
$
2,424

 
$

 
$
1,043,091

Purchases
468,155

 
33,488

 

 
2,857

 
54,200

 
558,700

Sales
(54,641
)
 
(19,109
)
 
(30,457
)
 

 
(22,400
)
 
(126,607
)
Paydowns
(90,540
)
 
(33,462
)
 
(6,689
)
 

 

 
(130,691
)
Accretion of discount
3,033

 
574

 
(31
)
 

 

 
3,576

Net realized gains (losses)
72

 
221

 
(9,771
)
 

 

 
(9,478
)
Net change in unrealized appreciation (depreciation)
3,049

 
4,189

 
9,888

 
939

 

 
18,065

Balance, end of period
$
1,114,587

 
$
196,297

 
$
7,752

 
$
6,220

 
$
31,800

 
$
1,356,656

Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of September 30, 2016 included in net change in unrealized appreciation (depreciation) on investments non-controlled/non-affiliated on the Consolidated Statements of Operations
$
2,713

 
$
3,281

 
$
687

 
$
939

 
$

 
$
7,620

The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:
Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The Company carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, relevant risk factors, as well as size, profitability and growth expectations. The income approach typically uses a discounted cash flow analysis of the portfolio company.

31



Investments in debt securities that do not have sufficient coverage through the enterprise value analysis are valued based on an expected probability of default and discount recovery analysis.
Investments in debt securities with sufficient coverage through the enterprise value analysis are generally valued using a discounted cash flow analysis of the underlying security. Projected cash flows in the discounted cash flow typically represent the relevant security’s contractual interest, fees and principal payments plus the assumption of full principal recovery at the security’s expected maturity date. The discount rate to be used is determined using an average of two market-based methodologies. Investments in debt securities may also be valued using consensus pricing.
Investments in structured finance obligations are generally valued using a discounted cash flow and/or consensus pricing.
Investments in equities are generally valued using a market approach and/or an income approach. The market approach utilizes EBITDA multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.
Investments in the subordinated loan and member’s interest of the investment fund are valued using the net asset value of the Company’s ownership interest in the investment fund and investments in the mezzanine loan of the investment fund are valued using discounted cash flow analysis with expected repayment rate of principal and interest.
The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of September 30, 2017 and December 31, 2016:
 
Fair Value as of September 30, 2017
 
Valuation Techniques
 
Significant Unobservable Inputs
 
Range
 
 
 
Low
 
High
 
Weighted Average
Investments in First Lien Debt
$
1,391,668

 
Discounted Cash Flow
 
Discount Rate
 
4.36
%
 
17.63
%
 
8.16
%
 
76,174

 
Consensus Pricing
 
Indicative Quotes
 
60.17

 
100.28

 
93.59

 
22,808

 
Income Approach
 
Discount Rate
 
9.47
%
 
9.47
%
 
9.47
%
 
 
 
Market Approach
 
Comparable Multiple
 
8.09x

 
8.09x

 
8.09x

Total First Lien Debt
1,490,650

 
 
 
 
 
 
 
 
 
 
Investments in Second Lien Debt
211,396

 
Discounted Cash Flow
 
Discount Rate
 
7.72
%
 
20.22
%
 
9.85
%
 
57,387

 
Consensus Pricing
 
Indicative Quotes
 
94.50

 
100.00

 
98.98

Total Second Lien Debt
268,783

 
 
 
 
 
 
 
 
 
 
Investments in Structured Finance Obligations
2,585

 
Consensus Pricing
 
Indicative Quotes
 
22.00

 
22.00

 
22.00

Total Structured Finance Obligations
2,585

 
 
 
 
 
 
 
 
 
 
Investments in Equity
13,552

 
Income Approach
 
Discount Rate
 
7.69
%
 
12.12
%
 
8.85
%
 
 
 
Market Approach
 
Comparable Multiple
 
7.52x

 
14.86x

 
11.10x

Total Equity Investments
13,552

 
 
 
 
 
 
 
 
 
 
Investments in Investment Fund—Mezzanine Loan
112,300

 
Income Approach
 
Repayment Rate
 
100.00
%
 
100.00
%
 
100.00
%
Total Investment Fund—Mezzanine Loan
112,300

 
 
 
 
 
 
 
 
 
 
Total Level 3 Investments
$
1,887,870

 
 
 
 
 
 
 
 
 
 

32



 
Fair Value as of December 31, 2016
 
Valuation Techniques
 
Significant Unobservable Inputs
 
Range
 
 
 
Low
 
High
 
Weighted Average
Investments in First Lien Debt
$
986,695

 
Discounted Cash Flow
 
Discount Rate
 
4.50
%
 
16.33
%
 
7.94
%
 
152,853

 
Consensus Pricing
 
Indicative Quotes
 
40.75

 
106.36

 
97.29

Total First Lien Debt
1,139,548

 
 
 
 
 
 
 
 
 
 
Investments in Second Lien Debt
153,657

 
Discounted Cash Flow
 
Discount Rate
 
7.93
%
 
11.05
%
 
9.75
%
 
16,525

 
Consensus Pricing
 
Indicative Quotes
 
83.17

 
100.88

 
94.48

 
1,682

 
Income Approach
 
Discount Rate
 
15.32
%
 
15.32
%
 
15.32
%
 
 
 
Market Approach
 
Comparable Multiple
 
8.01x

 
8.68x

 
8.34x

Total Second Lien Debt
171,864

 
 
 
 
 
 
 
 
 
 
Investments in Structured Finance Obligations
2,761

 
Discounted Cash Flow
 
Discount Rate
 
22.00
%
 
22.00
%
 
22.00
%
 
 
 
 
 
Default Rate
 
1.13

 
1.13

 
1.13

 
 
 
 
 
Prepayment Rate
 
35.00

 
35.00

 
35.00

 
 
 
 
 
Recovery Rate
 
65.00

 
65.00

 
65.00

 
2,455

 
Consensus Pricing
 
Indicative Quotes
 
0.10

 
48.79

 
48.50

Total Structured Finance Obligations
5,216

 
 
 
 
 
 
 
 
 
 
Investments in Equity
6,474

 
Income Approach
 
Discount Rate
 
8.68
%
 
10.40
%
 
9.41
%
 
 
 
Market Approach
 
Comparable Multiple
 
7.22x

 
13.71x

 
11.00x

Total Equity Investments
6,474

 
 
 
 
 
 
 
 
 
 
Investments in Investment Fund—Mezzanine Loan
62,384

 
Income Approach
 
Repayment Rate
 
100.00
%
 
100.00
%
 
100.00
%
Total Investment Fund—Mezzanine Loan
62,384

 
 
 
 
 
 
 
 
 
 
Total Level 3 Investments
$
1,385,486

 
 
 
 
 
 
 
 
 
 
The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in structured finance obligations are discount rates, default rates, prepayment rates, recovery rates and indicative quotes. Significant increases in discount rates, default rates or prepayment rates in isolation would result in a significantly lower fair value measurement, while a significant increase in recovery rates in isolation would result in a significantly higher fair value. Significant decreases in indicative quotes in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples would result in a significantly lower fair value measurement.
Financial instruments disclosed but not carried at fair value
The following table presents the carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value as of September 30, 2017 and December 31, 2016:
 

33



 
September 30, 2017
 
December 31, 2016
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Secured borrowings
$
578,769

 
$
578,769

 
$
421,885

 
$
421,885

Total
$
578,769

 
$
578,769

 
$
421,885

 
$
421,885

The carrying values of the secured borrowings approximate their respective fair values and are categorized as Level 3 within the hierarchy. Secured borrowings are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s secured borrowings are discount rates. Significant increases in discount rates would result in a significantly lower fair value measurement.
The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1 Notes disclosed but not carried at fair value as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Aaa/AAA Class A-1A Notes
$
160,000

 
$
160,030

 
$
160,000

 
$
160,072

Aaa/AAA Class A-1B Notes
40,000

 
40,009

 
40,000

 
39,960

Aaa/AAA Class A-1C Notes
27,000

 
27,009

 
27,000

 
26,951

Aa2 Class A-2 Notes
46,000

 
46,008

 
46,000

 
45,784

Total
$
273,000

 
$
273,056

 
$
273,000

 
$
272,767

The fair value determination of the Company’s 2015-1 Notes was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
4. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 (as amended, the “Investment Advisory Agreement”) after the approval of the Company’s Board of Directors, including a majority of the Independent Directors, at an in-person meeting of the Board of Directors held on May 30, 2017 and the approval of the Company’s stockholders at a special meeting of stockholders held on September 15, 2017. The Investment Advisory Agreement was amended, among other things, to (i) reduce the incentive fee payable by the Company to the Investment Adviser from an annual rate of 20% to an annual rate of 17.5%, (ii) delete the incentive fee payment deferral test described below, and (iii) include in the pre-incentive fee net investment income, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. The initial term of the Investment Advisory Agreement is two years from September 15, 2017 and, unless terminated earlier, the Investment Advisory Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Subject to the overall supervision of the Board of Directors, the Investment Adviser provides investment advisory services to the Company. For providing these services, the Investment Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.
Effective September 15, 2017, the base management fee is calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters, except for the first quarter following the IPO, in which case the base management fee is calculated based on the Company’s gross assets as of the end of such fiscal quarter. In each case, the base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from

34



use of the SPV Credit Facility, Credit Facility and 2015-1 Notes (see Note 6, Borrowings, and Note 7, 2015-1 Notes). For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.
Prior to September 15, 2017, under the Original Investment Advisory Agreement, the base management fee was calculated and payable quarterly in arrears at an annual rate of 1.50% of the average daily gross assets of the Company for the period adjusted for share issuances or repurchases. Prior to the IPO, the Investment Adviser waived its right to receive one-third (0.50%) of the 1.50% base management fee. Any waived base management fees are not subject to recoupment by the Investment Adviser
The fee waiver terminated when the IPO had been consummated. As previously disclosed, in connection with the IPO, the Investment Adviser has agreed to continue the fee waiver until the completion of the first full quarter after the consummation of the IPO. As a result, beginning October 1, 2017, the base management fee is calculated at an annual rate of 1.50% of the Company’s gross assets.
The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Effective September 15, 2017, pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, will be compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.
Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
 
no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;
100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and
17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee investment income thereafter is allocated to the Investment Adviser.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5% of realized capital gains, if any, on a cumulative basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation.    

35



Prior to the September 15, 2017, under the Original Investment Advisory Agreement, pre-incentive fee net investment income, which did not include, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash, and was expressed as a rate of return on the average daily Hurdle Calculation Value (as defined below) throughout the immediately preceding calendar quarter, was compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up” of 1.875% per quarter (7.50% annualized), as applicable. “Hurdle Calculation Value” meant, on any given day, the sum of (x) the value of net assets as of the end of the calendar quarter immediately preceding such day plus (y) the aggregate amount of capital drawn from investors (or reinvested in the Company pursuant to a dividend reinvestment plan) from the beginning of the current quarter to such day minus (z) the aggregate amount of distributions (including share repurchases) made by the Company from the beginning of the current quarter to such day, but only to the extent such distributions were not declared and accounted for on the books and records in a previous quarter. In addition, under the Original Investment Advisory Agreement, the Company deferred payment of any incentive fee otherwise earned by the Investment Adviser if, during the most recent four full calendar quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the aggregate distributions to stockholders and (b) the change in net assets (defined as gross assets less indebtedness and before taking into account any incentive fees payable during the period) is less than 6.0% of net assets (defined as gross assets less indebtedness) at the beginning of such period. These calculations were adjusted for any share issuances or repurchases. Any deferred incentive fees were carried over for payment in subsequent calculation periods.
As previously disclosed, in connection with the IPO, the Investment Adviser agreed to charge 17.5% instead of 20% with respect to, or effectively waive 2.5% from, the entire calculation of the incentive fee beginning on the first full quarter following the consummation of the IPO until the earlier of (i) October 1, 2017 and (ii) the date that the Company’s stockholders vote on the approval of the amendment to the Original Investment Advisory Agreement. The Company’s stockholders voted to approve the Investment Advisory Agreement on September 15, 2017.
    
For the three month and nine month periods ended September 30, 2017, base management fees were $4,666 and $11,854, respectively (net of waiver of $2,333 and $5,927, respectively), incentive fees related to pre-incentive fee net investment income were $5,321 and $15,459, respectively, and there were no incentive fees related to realized capital gains. For the three month and nine month periods ended September 30, 2016, base management fees were $3,132 and $8,789, respectively (net of waiver of $1,567 and $4,395, respectively), incentive fees related to pre-incentive fee net investment income were $3,962 and $10,318, respectively, and there were no incentive fees related to realized capital gains. For the three month and nine month periods ended September 30, 2017 and 2016, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2017 and 2016, respectively. The accrual for any capital gains incentive fee under US GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.
As of September 30, 2017 and December 31, 2016, $9,986 and $8,157, respectively, was included in base management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
On April 3, 2013, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.
Administration Agreement
On April 3, 2013, the Company’s Board of Directors approved an administration agreement (the “Administration Agreement”) between the Company and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Compliance Officer and Chief Financial Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.
The initial term of the Administration Agreement is two years from April 3, 2013 and, unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On March 20, 2017, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the

36



Administration Agreement for a one year period. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.
For the three month and nine month periods ended September 30, 2017, the Company incurred $184 and $522, respectively, and for the three month and nine month periods ended September 30, 2016, the Company incurred $180 and $526, respectively, in fees under the Administrative Agreement, which were included in administrative service fees in the accompanying Consolidated Statements of Operations. As of September 30, 2017 and December 31, 2016, $100 and $137, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
Sub-Administration Agreements
On April 3, 2013, the Administrator entered into sub-administration agreements with Carlyle Employee Co. and CELF Advisors LLP (“CELF”) (the “Carlyle Sub-Administration Agreements”). Pursuant to the Carlyle Sub-Administration Agreements, Carlyle Employee Co. and CELF provide the Administrator with access to personnel.
On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreements, the “Sub-Administration Agreements”). On March 11, 2015, the Company’s Board of Directors, including a majority of the Independent Directors, approved an amendment to the State Street Sub-Administration Agreement. The initial term of the State Street Sub-Administration Agreement ends on April 1, 2017 and, unless terminated earlier, the State Street Sub-Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The State Street Sub-Administration Agreement may be terminated upon at least 60 days’ written notice and without penalty by the vote of a majority of the outstanding securities of the Company, or by the vote of the Board of Directors or by either party to the State Street Sub-Administration Agreement.
For the three month and nine month periods ended September 30, 2017, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $209 and $531, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. For the three month and nine month periods ended September 30, 2016, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $154 and $442, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. As of September 30, 2017 and December 31, 2016, $122 and $159, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
Placement Fees
On April 3, 2013, the Company entered into a placement fee arrangement with TCG Securities, L.L.C. (“TCG”), a licensed broker-dealer and an affiliate of the Investment Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s services. At the time of the IPO, the placement fee arrangement with TCG was automatically terminated.
For the three month and nine month periods ended September 30, 2017, TCG earned placement fees of $0 and $19, respectively, from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock. For the three month and nine month periods ended September 30, 2016, TCG earned placement fees of $2 and $8, respectively, from the Company’s stockholders in connection with the issuance or sale of the Company’s common stock.
Board of Directors
The Company’s Board of Directors currently consists of five members, three of whom are Independent Directors. On April 3, 2013, the Board of Directors established an Audit Committee consisting of its Independent Directors. The Board of Directors also established a Pricing Committee of the Board of Directors, a Nominating and Governance Committee of the Board of Directors and a Compensation Committee of the Board of Directors, and may establish additional committees in the future. For the three month and nine month periods ended September 30, 2017, the Company incurred $121 and $355, respectively, and for the three month and nine month periods ended September 30, 2016, the Company incurred $146 and $410, respectively, in fees and expenses associated with its Independent Directors and the Audit Committee. As of September 30, 2017 and December 31, 2016, $1 and $0 was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

37



Transactions
During the nine month periods ended September 30, 2017 and 2016, the Company sold 16 and 1 investments, respectively, to Credit Fund for proceeds of $113,321 and $20,038, respectively, and realized gains of $190 and $0, respectively. See Note 5, Middle Market Credit Fund, LLC, for further information about Credit Fund.
5. MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into the Limited Liability Company Agreement to co-manage Credit Fund, an unconsolidated Delaware limited liability company. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), a Delaware limited liability company, was formed on April 5, 2016. Credit Fund Sub primarily invests in first lien loans of middle market companies. Credit Fund Sub is a wholly owned subsidiary of Credit Fund and is consolidated in Credit Fund’s consolidated financial statements commencing from the date of its formation. Credit Fund follows the same Internal Risk Rating System as the Company.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle GMS Finance Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at our expense with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder
Selected Financial Data
Since inception of Credit Fund and through September 30, 2017 and December 31, 2016, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $74,500 and $35,000, respectively, in subordinated loans to Credit Fund. As of September 30, 2017 and December 31, 2016, Credit Fund had net borrowings of $112,300 and $62,384, respectively, in mezzanine loans under a revolving credit facility with the Company (the “Credit Fund Facility”). As of September 30, 2017 and December 31, 2016, Credit Fund had subordinated loans and members’ capital of $152,495 and $74,547, respectively. As of September 30, 2017 and December 31, 2016, the Company’s ownership interest in such subordinated loans and members’ capital was $76,247 and $37,273, respectively, and in such mezzanine loans was $112,300 and $62,384, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund held cash and cash equivalents totaling $14,767 and $6,103, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund had total investments at fair value of $823,129 and $437,829, respectively, which was comprised of first lien senior secured loans and second lien senior secured loans to 47 and 28 portfolio companies, respectively. As of September 30, 2017 and December 31, 2016, no loans in Credit Fund’s portfolio were on non-accrual status or contained PIK provisions. All investments in the portfolio were floating rate debt investments with an interest rate floor. The portfolio companies in Credit Fund are U.S. middle market companies in industries similar to those in which the Company may invest directly. Additionally, as of September 30, 2017 and December 31, 2016, Credit Fund had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $65,341 and $30,361, respectively.

38



Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:
 
As of
September 30, 2017
 
As of
December 31, 2016
Senior secured loans (1)
$
827,857

 
$
439,086

Weighted average yields of senior secured loans based on amortized cost (2)
6.63
%
 
6.47
%
Weighted average yields of senior secured loans based on fair value (2)
6.60
%
 
6.41
%
Number of portfolio companies in Credit Fund
47

 
28

Average amount per portfolio company (1)
$
17,614

 
$
15,682

(1)
At par/principal amount.
(2)
Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

39



Consolidated Schedule of Investments as of September 30, 2017
Investments (1)
Industry
 
Interest Rate
 
Maturity Date
 
 Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Acrisure, LLC (2) (3) (4)
Banking, Finance, Insurance & Real Estate
 
L + 5.00% (1.00% Floor)
 
11/22/2023
 
$
19,900

 
$
19,855

 
$
20,099

Advanced Instruments, LLC (2) (3) (4) (7) (10) (11)
Healthcare & Pharmaceuticals
 
L + 5.25% (1.00% Floor)
 
10/31/2022
 
11,940

 
11,818

 
11,904

Alpha Packaging Holdings, Inc. (2) (3) (4) (7) (10)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
5/12/2020
 
15,288

 
15,236

 
15,289

AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity
 
L + 4.75% (1.00% Floor)
 
10/31/2022
 
29,775

 
29,530

 
29,647

AMS Finco, S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (11)
Business Services
 
L + 5.50% (1.00% Floor)
 
5/26/2024
 
24,938

 
24,700

 
25,012

Anaren, Inc. (2) (3) (4)
Telecommunications
 
L + 4.50% (1.00% Floor)
 
2/18/2021
 
10,065

 
10,040

 
10,065

AQA Acquisition Holding, Inc. (2) (3) (4) (7) (10)
High Tech Industries
 
L + 4.50% (1.00% Floor)
 
5/24/2023
 
27,472

 
27,346

 
27,469

Borchers, Inc. (2) (3) (4) (7) (10)
Chemicals, Plastics & Rubber
 
L + 4.75% (1.00% Floor)
 
1/13/2024
 
8,024

 
7,982

 
8,024

Brooks Equipment Company, LLC (2) (3) (4)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
8/29/2020
 
7,196

 
7,180

 
7,195

Datapipe, Inc. (2) (3) (4)
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,675

 
9,618

 
9,675

DBI Holding LLC (2) (3) (4) (11)
Transportation: Cargo

 
L + 5.25% (1.00% Floor)
 
8/1/2021
 
19,850

 
19,697

 
19,832

DecoPac, Inc. (2) (3) (4) (7) (10)
Non-durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
9/29/2024
 
13,286

 
13,136

 
13,218

Dent Wizard International Corporation (2) (3) (4) (11)
Automotive
 
L + 4.75% (1.00% Floor)
 
4/7/2020
 
24,564

 
24,431

 
24,530

DTI Holdco, Inc. (2) (3) (4)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
9/30/2023
 
19,800

 
19,619

 
19,008

EAG, Inc. (2) (3) (4) (11)
Business Services
 
L + 4.25% (1.00% Floor)
 
7/28/2018
 
8,231

 
8,252

 
8,231

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8) (11)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
22,740

 
22,178

 
22,374

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9) (11)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
1,500

 
1,461

 
1,480

Empower Payments Acquisitions, Inc. (2) (3) (4)
Media: Advertising, Printing & Publishing
 
L + 5.50% (1.00% Floor)
 
11/30/2023
 
17,369

 
17,050

 
17,369

FCX Holdings Corp. (2) (3) (4) (11)
Capital Equipment
 
L + 4.50% (1.00% Floor)
 
8/4/2020
 
9,620

 
9,578

 
9,620

Golden West Packaging Group LLC (2) (3) (4) (11)
Containers, Packaging & Glass
 
L + 5.25% (1.00% Floor)
 
6/20/2023
 
20,948

 
20,754

 
20,839

J.S. Held LLC (2) (3) (4) (7) (10)
Banking, Finance, Insurance & Real Estate
 
L + 5.50% (1.00% Floor)
 
9/27/2023
 
18,249

 
18,057

 
18,121

Jensen Hughes, Inc. (2) (3) (4) (7) (10) (12)
Utilities: Electric
 
L + 5.00% (1.00% Floor)
 
12/4/2021
 
20,682

 
20,491

 
20,682

Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate
 
L + 5.25% (1.00% Floor)
 
6/24/2022
 
19,750

 
19,514

 
19,630

MSHC, Inc. (2) (3) (4)
Construction & Building
 
L + 4.25% (1.00% Floor)
 
7/31/2023
 
10,000

 
9,956

 
9,990

North American Dental Management, LLC (2) (3) (4) (7) (10)
Healthcare & Pharmaceuticals
 
L + 4.75% (1.00% Floor)
 
7/7/2023
 
16,869

 
16,299

 
16,574

PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive
 
L + 4.75% (1.00% Floor)
 
12/30/2022
 
9,875

 
9,817

 
9,875

Paradigm Acquisition Corp. (2) (3) (4)
Business Services
 
L + 5.00% (1.00% Floor)
 
6/2/2022
 
11,909

 
11,820

 
11,909

Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4) (11)
Capital Equipment
 
L + 5.00% (1.00% Floor)
 
5/27/2022
 
20,280

 
20,181

 
20,278

Premier Senior Marketing, LLC (2) (3) (4) (11)
Banking, Finance, Insurance & Real Estate
 
L + 5.00% (1.00% Floor)
 
7/1/2022
 
8,722

 
8,680

 
8,665

PSI Services LLC (2) (3) (4) (7) (10) (11)
Business Services
 
L + 5.00% (1.00% Floor)
 
1/19/2023
 
30,828

 
30,278

 
30,238


40



Consolidated Schedule of Investments as of September 30, 2017
Investments (1)
Industry
 
Interest Rate
 
Maturity Date
 
 Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Q Holding Company (2) (3) (4)
Automotive
 
L + 5.00% (1.00% Floor)
 
12/18/2021
 
17,322

 
17,233

 
17,322

QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
10,400

 
9,777

 
9,994

Restaurant Technologies, Inc. (2) (3) (4)
Retail
 
L + 4.75% (1.00% Floor)
 
11/23/2022
 
17,412

 
17,275

 
17,226

Sovos Brands Intermediate, Inc. (2) (3) (4) (7) (10)
Beverage, Food & Tobacco
 
L + 4.50% (1.00% Floor)
 
7/18/2024
 
21,622

 
21,513

 
21,619

Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (4)
Sovereign & Public Finance
 
L + 4.25% (1.00% Floor)
 
2/1/2024
 
3,980

 
3,964

 
3,980

Surgical Information Systems, LLC (2) (3) (4) (9) (11)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
4/24/2023
 
30,000

 
29,718

 
29,991

Systems Maintenance Services Holding, Inc. (2) (3) (4) (11)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
10/30/2023
 
24,316

 
24,155

 
24,076

T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
2,680

 
2,621

 
2,656

T2 Systems, Inc. (2) (3) (4) (7) (10)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
15,967

 
15,600

 
15,818

Teaching Strategies, LLC (2) (3) (4) (7) (10) (11)
Media: Advertising, Printing & Publishing
 
L + 4.75% (1.00% Floor)
 
2/27/2023
 
18,009

 
17,840

 
17,936

The Original Cakerie, Ltd. (Canada) (2) (3) (4) (7) (10)
Beverage, Food & Tobacco
 
L + 5.00% (1.00% Floor)
 
7/20/2021
 
6,957

 
6,892

 
6,957

The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco
 
L + 5.50% (1.00% Floor)
 
7/20/2021
 
3,594

 
3,580

 
3,594

U.S. Acute Care Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
5/15/2021
 
32,111

 
31,874

 
31,723

U.S. TelePacific Holdings Corp. (2) (3) (4) (11)
Telecommunications
 
L + 5.00% (1.00% Floor)
 
5/2/2023
 
29,925

 
29,632

 
29,177

Valicor Environmental Services, LLC (2) (3) (4) (7) (10) (11)
Environmental Industries
 
L + 5.00% (1.00% Floor)
 
6/1/2023
 
19,977

 
19,492

 
19,692

Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber
 
P + 3.50%
 
2/5/2021
 
22,218

 
22,142

 
22,218

WIRB - Copernicus Group, Inc. (2) (3) (4)
Healthcare & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
8/12/2022
 
14,875

 
14,806

 
14,875

WRE Holding Corp. (2) (3) (4) (7) (10)
Environmental Industries
 
L + 4.75% (1.00% Floor)
 
1/3/2023
 
5,028

 
4,936

 
4,976

Zest Holdings, LLC (2) (3) (4) (11)
Durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
8/16/2023
 
21,500

 
21,448

 
21,657

Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
11/17/2022
 
17,369

 
17,207

 
17,529

First Lien Debt Total
 
 
 
 
 
 
 
 
$
816,259

 
$
819,858

Second Lien Debt (0.40% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (7)
Sovereign & Public Finance
 
L + 8.50% (1.00% Floor)
 
1/31/2025
 
$
200

 
$
198

 
$
203

Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber
 
P + 7.75%
 
2/5/2022
 
2,000

 
1,968

 
2,000

Zywave, Inc. (2) (3) (4)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
1,050

 
1,036

 
1,068

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
3,202

 
$
3,271

Total Investments
 
 
 
 
 
 
 
 
$
819,461

 
$
823,129

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

41



(4)
Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.
(7)
Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)
Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.98%) and Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)
As of September 30, 2017, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitments
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Advanced Instruments, LLC
Revolver
 
0.50
%
 
$
1,333

 
$
(4
)
Alpha Packaging Holdings, Inc.
Delayed Draw
 
1.00
%
 
1,780

 

AQA Acquisition Holding, Inc.
Revolver
 
0.50
%
 
2,459

 

Borchers, Inc.
Revolver
 
0.50
%
 
1,935

 

DecoPac, Inc.
Revolver
 
0.50
%
 
1,714

 
(8
)
Jensen Hughes, Inc.
Delayed Draw
 
1.00
%
 
1,461

 

Jensen Hughes, Inc.
Revolver
 
0.50
%
 
2,000

 

J.S. Held LLC
Delayed Draw
 
0.50
%
 
2,253

 
(14
)
North American Dental Management, LLC
Delayed Draw
 
1.00
%
 
10,101

 
(99
)
North American Dental Management, LLC
Revolver
 
0.50
%
 
3,030

 
(30
)
PSI Services LLC
Revolver
 
0.50
%
 
226

 
(4
)
QW Holding Corporation (Quala)
Delayed Draw
 
1.00
%
 
7,515

 
(134
)
QW Holding Corporation (Quala)
Revolver
 
0.50
%
 
4,948

 
(88
)
Sovos Brands Intermediate, Inc.
Revolver
 
0.50
%
 
3,378

 

T2 Systems, Inc.
Revolver
 
0.50
%
 
1,173

 
(10
)
Teaching Strategies, LLC
Revolver
 
0.50
%
 
1,900

 
(7
)
The Original Cakerie, Ltd. (Canada)
Revolver
 
0.50
%
 
1,665

 

Valicor Environmental Services, LLC
Delayed Draw
 
1.00
%
 
5,825

 
(55
)
Valicor Environmental Services, LLC
Revolver
 
0.50
%
 
4,197

 
(40
)
WRE Holding Corp.
Delayed Draw
 
1.00
%
 
4,125

 
(21
)
WRE Holding Corp.
Revolver
 
0.50
%
 
823

 
(4
)
Zywave, Inc.
Revolver
 
0.50
%
 
1,500

 
13

Total unfunded commitments
 
 
 
 
$
65,341

 
$
(505
)
(11)
As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(12)
As of September 30, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.51%.

42



Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)
 
 
 
 
 
 
 
 
 
 
 
AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity
 
L + 4.75% (1.00% Floor)
 
10/31/2022
 
$
30,000

 
$
29,721

 
$
29,925

Datapipe, Inc. (2) (3) (4) (11)
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,750

 
9,654

 
9,764

Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (4) (11)
Construction & Building
 
L + 4.50% (1.00% Floor)
 
4/4/2023
 
19,850

 
19,580

 
19,723

Diversitech Corporation (2) (4) (10) (11)
Capital Equipment
 
P + 3.50%
 
11/19/2021
 
14,803

 
14,617

 
14,803

DTI Holdco, Inc. (2) (3) (4) (7)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
9/30/2023
 
19,950

 
19,751

 
19,651

DYK Prime Acquisition LLC (2) (3) (4)
Chemicals, Plastics & Rubber
 
L + 4.75% (1.00% Floor)
 
4/1/2022
 
5,775

 
5,735

 
5,775

EAG, Inc. (2) (3) (4) (11)
Business Services
 
L + 4.25% (1.00% Floor)
 
7/28/2018
 
8,713

 
8,686

 
8,720

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
22,971

 
22,323

 
22,509

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
1,500

 
1,455

 
1,468

Empower Payments Acquisitions, Inc. (2) (3) (7)
Media: Advertising, Printing & Publishing
 
L + 5.50% (1.00% Floor)
 
11/30/2023
 
17,500

 
17,154

 
17,279

Generation Brands Holdings, Inc. (2) (3) (4)
Durable Consumer Goods
 
L + 5.00% (1.00% Floor)
 
6/10/2022
 
19,900

 
19,712

 
20,099

Jensen Hughes, Inc. (2) (3) (4) (10)
Utilities: Electric
 
L + 5.00% (1.00% Floor)
 
12/4/2021
 
20,409

 
20,188

 
20,327

Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate
 
L + 5.25% (1.00% Floor)
 
6/24/2022
 
19,900

 
19,632

 
19,814

MSHC, Inc. (2) (3) (4) (10)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
7/19/2021
 
13,177

 
13,062

 
13,003

PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive
 
L + 4.75% (1.00% Floor)
 
12/30/2022
 
9,950

 
9,886

 
9,950

Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4)
Capital Equipment
 
L + 5.00% (1.00% Floor)
 
5/27/2022
 
11,941

 
11,844

 
11,941

Q Holding Company (2) (3) (4)
Automotive
 
L + 5.00% (1.00% Floor)
 
12/18/2021
 
13,964

 
13,828

 
13,941

QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
8,975

 
8,413

 
9,030

RelaDyne Inc. (2) (3) (4) (10)
Wholesale
 
L + 5.25% (1.00% Floor)
 
7/22/2022
 
23,514

 
23,117

 
23,443

Restaurant Technologies, Inc. (2) (3) (4)
Retail
 
L + 4.75% (1.00% Floor)
 
11/23/2022
 
14,000

 
13,871

 
13,969

Systems Maintenance Services Holding, Inc. (2) (3) (4)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
10/30/2023
 
12,000

 
11,885

 
12,001

T2 Systems Canada, Inc. (2) (3) (4) (11)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
2,700

 
2,635

 
2,727

T2 Systems, Inc. (2) (3) (4) (10) (11)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
15,300

 
14,888

 
15,473

The Original Cakerie, Ltd. (Canada) (2) (3) (4) (10)
Beverage, Food & Tobacco
 
L + 5.00% (1.00% Floor)
 
7/20/2021
 
7,009

 
6,946

 
7,009

The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco
 
L + 5.50% (1.00% Floor)
 
7/20/2021
 
3,621

 
3,591

 
3,621

U.S. Acute Care Solutions, LLC (2) (3) (4)
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
5/15/2021
 
26,400

 
26,154

 
26,336

U.S. Anesthesia Partners, Inc. (2) (3) (4)
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
12/31/2019
 
10,374

 
10,275

 
10,362

Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
Chemicals, Plastics & Rubber
 
L + 4.50% (1.00% Floor)
 
2/5/2021
 
17,910

 
17,786

 
17,903

WIRB—Copernicus Group, Inc. (2) (3) (4)
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
8/12/2022
 
7,980

 
7,916

 
8,050

Zest Holdings, LLC (2) (3) (4)
Durable Consumer Goods
 
L + 4.75% (1.00% Floor)
 
8/16/2020
 
8,700

 
8,658

 
8,749


43



Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
11/17/2022
 
$
17,500

 
$
17,315

 
$
17,434

First Lien Debt Total
 
 
 
 
 
 
 
 
$
430,278

 
$
434,799

Second Lien Debt (0.69% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
Chemicals, Plastics & Rubber
 
L + 8.75% (1.00% Floor)
 
2/5/2022
 
$
2,000

 
$
1,960

 
$
1,987

Zywave, Inc. (2) (3) (4)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
1,050

 
1,034

 
1,043

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
2,994

 
$
3,030

Total Investments
 
 
 
 
 
 
 
 
$
433,272

 
$
437,829

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

 
$

Jensen Hughes, Inc.
Revolver
 
0.50
%
 
2,000

 
(7
)
Jensen Hughes, Inc.
Delayed Draw
 
0.50
%
 
1,461

 
(5
)
MSHC, Inc.
Delayed Draw
 
1.50
%
 
1,790

 
(21
)
QW Holding Corporation (Quala)
Revolver
 
1.00
%
 
5,086

 
14

QW Holding Corporation (Quala)
Delayed Draw
 
1.00
%
 
5,918

 
17

RelaDyne Inc.
Revolver
 
0.50
%
 
2,162

 
(6
)
RelaDyne Inc.
Delayed Draw
 
0.50
%
 
1,824

 
(5
)
T2 Systems, Inc.
Revolver
 
1.00
%
 
1,955

 
20

The Original Cakerie, Ltd. (Canada)
Revolver
 
0.50
%
 
1,665

 

Zywave, Inc.
Revolver
 
0.50
%
 
1,500

 
(5
)
Total unfunded commitments
 
 
 
 
$
30,361

 
$
2


44



(11)
As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2017 and December 31, 2016, respectively. Credit Fund commenced operations in May 2016.
 
 
September 30, 2017
 
December 31, 2016
 
 
(unaudited)
 
 
Selected Consolidated Balance Sheet Information
 
 
 
 
ASSETS
 
 
 
 
Investments, at fair value (amortized cost of $819,461 and $433,272, respectively)
 
$
823,129

 
$
437,829

Cash and other assets
 
21,868

 
11,326

Total assets
 
$
844,997

 
$
449,155

LIABILITIES AND MEMBERS’ EQUITY
 
 
 
 
Secured borrowings
 
$
566,061

 
$
248,540

Mezzanine loans
 
112,300

 
62,384

Other liabilities
 
14,141

 
63,684

Subordinated loans and members’ equity
 
152,495

 
74,547

Liabilities and members’ equity
 
$
844,997

 
$
449,155

 
 
For the three month periods ended
 
For the nine month periods ended
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
Selected Consolidated Statement of Operations Information:
 
 
 
 
 
 
 
 
Total investment income
 
$
14,914

 
$
3,642

 
$
33,802

 
$
3,658

Expenses
 
 
 
 
 
 
 
 
Interest and credit facility expenses
 
8,809

 
1,798

 
21,204

 
1,836

Other expenses
 
356

 
496

 
1,041

 
883

Total expenses
 
9,165

 
2,294

 
22,245

 
2,719

Net investment income (loss)
 
5,749

 
1,348

 
11,557

 
939

Net realized gain (loss) on investments
 

 
41

 

 
41

Net change in unrealized appreciation (depreciation) on investments
 
(2,076
)
 
3,798

 
(889
)
 
3,634

Net increase (decrease) resulting from operations
 
$
3,673

 
$
5,187

 
$
10,668

 
$
4,614

Debt
Credit Fund Facility
On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company pursuant to which Credit Fund may from time to time request mezzanine loans from the Company, which was subsequently amended on June 5, 2017. The maximum principal amount of the Credit Fund Facility is $125,000. The maturity date of the Credit Fund Facility is June 24, 2018. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
During the three month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $7,600 and $53,200, respectively, and repayments of $8,400 and $22,400, respectively, under the Credit Fund Facility. During the nine month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $91,760 and $54,200, respectively, and repayments of $41,844 and $22,400, respectively, under the Credit Fund Facility. As of September 30, 2017 and December 31, 2016, there were $112,300 and $62,384 in mezzanine loans outstanding, respectively.
As of September 30, 2017, Credit Fund was in compliance with all covenants and other requirements of the Credit Fund Facility.
Credit Fund Sub Facility
On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving

45



period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2023. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.50%.
During the three month periods ended September 30, 2017 and 2016, there were secured borrowings of $59,900 and $187,225, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. During the nine month periods ended September 30, 2017 and 2016, there were secured borrowings of $357,305 and $206,075, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. As of September 30, 2017 and December 31, 2016, there was $566,061 and $248,540 in secured borrowings outstanding, respectively.
As of September 30, 2017, Credit Fund Sub was in compliance with all covenants and other requirements of the Credit Fund Sub Facility.
6. BORROWINGS
In accordance with the Investment Company Act, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 200% after such borrowing. As of September 30, 2017 and December 31, 2016, asset coverage was 232.00% and 209.97%, respectively. During the three month and nine month periods ended September 30, 2017, there were secured borrowings of $291,450 and $597,450, respectively, under the SPV Credit Facility and Credit Facility and repayments of $44,278 and $440,566, respectively, under the SPV Credit Facility and Credit Facility. During the three month and nine month periods ended September 30, 2016, there were secured borrowings of $186,435 and $411,435, respectively, under the SPV Credit Facility and Credit Facility and repayments of $96,732 and $250,732, respectively, under the SPV Credit Facility and Credit Facility. As of September 30, 2017 and December 31, 2016, there was $578,769 and $421,885, respectively, in secured borrowings outstanding.
SPV Credit Facility
The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016 and May 26, 2017. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $400,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility has a revolving period through May 22, 2020 and a maturity date of May 23, 2022. Borrowings under the SPV Credit Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.00% per year through May 23, 2018, with a pre-determined future interest rate increase of 0.50% during the final two years of the revolving period and pre-determined future interest rate increases of 0.875%-1.75% over the two years following the end of the revolving period. The SPV is also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the drawings under the SPV Credit Facility. Payments under the SPV Credit Facility are made quarterly. The lenders have a first lien security interest on substantially all of the assets of the SPV.
As part of the SPV Credit Facility, the SPV is subject to limitations as to how borrowed funds may be used and the types of loans that are eligible to be acquired by the SPV including, but not limited to, restrictions on sector and geographic concentrations, loan size, payment frequency, tenor and minimum investment ratings (or estimated ratings). In addition, borrowed funds are intended to be used primarily to purchase first lien loan assets, and the SPV is limited in its ability to purchase certain other assets (including, but not limited to, second lien loans, covenant-lite loans, revolving and delayed draw loans and discount loans) and other assets are not permitted to be purchased (including, but not limited to paid-in-kind loans and structured finance obligations). The SPV Credit Facility has certain requirements relating to interest coverage, collateral quality and portfolio performance, including limitations on delinquencies and charge offs, certain violations of which could result in the immediate acceleration of the amounts due under the SPV Credit Facility. The SPV Credit Facility is also subject to a borrowing base that applies different advance rates to assets held by the SPV based generally on the fair market value of such assets. Under certain circumstances as set forth in the SPV Credit Facility, the Company could be obliged to repurchase loans from the SPV.
As of September 30, 2017 and December 31, 2016, the SPV was in compliance with all covenants and other requirements of the SPV Credit Facility.

46



Credit Facility
The Company closed on March 21, 2014 on the Credit Facility, which was subsequently amended on January 8, 2015, May 25, 2016 and March 22, 2017. The maximum principal amount of the Credit Facility is $383,000. subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $550,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $20,000 limit for swingline loans and a $5,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR plus an applicable spread of 2.25%, or an “alternative base rate” (which is the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the LIBOR or the “alternative base rate” at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on March 21, 2021 and the Credit Facility will mature on March 21, 2022. During the period from March 21, 2021 to March 21, 2022, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company and the Company’s unfunded investor equity capital commitments (provided that the amount of unfunded capital commitments ultimately available to the lenders is limited to $100,000). The pledge of unfunded investor equity capital commitments was subject to release once $100,000 of incremental capital had been called and received by the Company subsequent to January 8, 2015. The pledge of unfunded investor equity capital commitments had been released as of September 30, 2017. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.
As of September 30, 2017 and December 31, 2016, the Company was in compliance with all covenants and other requirements of the Credit Facility.
Summary of Facilities
The Facilities consisted of the following as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
Total Facility
 
Borrowings Outstanding
 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility
$
400,000

 
$
329,769

 
$
70,231

 
$
2,664

Credit Facility
383,000

 
249,000

 
134,000

 
134,000

Total
$
783,000

 
$
578,769

 
$
204,231

 
$
136,664

 
 
 
 
 
 
 
 
 
December 31, 2016
 
Total Facility
 
Borrowings Outstanding
 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility
$
400,000

 
$
252,885

 
$
147,115

 
$
5,988

Credit Facility
220,000

 
169,000

 
51,000

 
51,000

Total
$
620,000

 
$
421,885

 
$
198,115

 
$
56,988

 
(1)
The unused portion is the amount upon which commitment fees are based.
(2)
Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.
As of September 30, 2017 and December 31, 2016, $2,525 and $1,667, respectively, of interest expense, $294 and $203, respectively, of unused commitment fees and $23 and $23, respectively, of other fees were included in interest and credit

47



facility fees payable. For the three month and nine month periods ended September 30, 2017, the weighted average interest rate was 3.40% and 3.24%, respectively, and average principal debt outstanding was $406,498 and $402,787, respectively. For the three month and nine month periods ended September 30, 2016, the weighted average interest rate was 2.75% and 2.67%, respectively, and average principal debt outstanding was $292,084 and $277,575, respectively. As of September 30, 2017 and December 31, 2016, the weighted average interest rate was 3.38% and 2.85%, respectively, based on floating LIBOR rates.
For the three month and nine month periods ended September 30, 2017 and 2016, the components of interest expense and credit facility fees on the Facilities were as follows:
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Interest expense
$
3,535

 
$
2,071

 
$
9,916

 
$
5,661

Facility unused commitment fee
309

 
351

 
925

 
1,034

Amortization of deferred financing costs
183

 
305

 
541

 
1,027

Other fees
29

 
26

 
89

 
78

Total interest expense and credit facility fees
$
4,056

 
$
2,753

 
$
11,471

 
$
7,800

Cash paid for interest expense
$
2,698

 
$
2,023

 
$
9,043

 
$
5,231

7. 2015-1 Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company, and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $160 million of Aaa/AAA Class A-1A Notes which bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 1.85%; $40 million of Aaa/AAA Class A-1B Notes which bear interest at the three-month LIBOR plus 1.75% for the first 24 months and the three-month LIBOR plus 2.05% thereafter; $27 million of Aaa/AAA Class A-1C Notes which bear interest at 3.75%; and $46 million of Aa2 Class A-2 Notes which bear interest at the three month LIBOR plus 2.70%. The 2015-1 Notes were issued at par and are scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests (the “Preferred Interests”) issued by the 2015-1 Issuer on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the Issuer of the initial closing date loan portfolio. The Preferred Interests do not bear interest and had a nominal value of $125.9 million at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in the September 30, 2017 consolidated financial statements. The Preferred Interests were eliminated in consolidation.
On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1 Notes, the Company made customary representations, warranties and covenants in the purchase agreement.
During the reinvestment period, pursuant to the indenture governing the 2015-1 Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the Preferred Interests, thus the Investment Adviser did

48



not earn any management fees from the 2015-1 Issuer for the three month and nine month periods ended September 30, 2017 and 2016. Any such waived fees may not be recaptured by the Investment Adviser.
Pursuant to an undertaking by the Company in connection with the 2015-1 Debt Securitization, the Company has agreed to hold on an ongoing basis Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remain outstanding. As of September 30, 2017, the Company was in compliance with its undertaking.
The 2015-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2015-1 Issuer.
As of September 30, 2017, there were 64 first lien and second lien senior secured loans with a total fair value of approximately $393,392 and cash of $9,705 securing the 2015-1 Notes. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2015-1 Notes.
For the nine month periods ended September 30, 2017 and 2016, the effective annualized weighted average interest rate, which includes amortization of debt issuance costs on the 2015-1 Notes, was 3.27% and 2.84%, respectively, based on floating LIBOR rates.
As of September 30, 2017 and December 31, 2016, $1,952 and $1,706, respectively, of interest expense was included in interest and credit facility fees payable. For the three month and nine month periods ended September 30, 2017 and 2016, the components of interest expense on the 2015-1 Notes were as follows:
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Interest expense
$
2,336

 
$
1,929

 
$
6,625

 
$
5,661

Amortization of deferred financing costs
51

 
51

 
153

 
153

Total interest expense and credit facility fees
$
2,387

 
$
1,980

 
$
6,778

 
$
5,814

Cash paid for interest expense
$
2,213

 
$
1,883

 
$
6,380

 
$
5,469

8. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of September 30, 2017 and December 31, 2016:
 
 
SPV Credit Facility and Credit Facility
 
2015-1 Notes
Payment Due by Period
 
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
December 31, 2016
Less than 1 Year
 
$

 
$

 
$

 
$

1-3 Years
 

 

 

 

3-5 Years
 
578,769

 
421,885

 

 

More than 5 Years
 

 

 
273,000

 
273,000

Total
 
$
578,769

 
$
421,885

 
$
273,000

 
$
273,000

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of September 30, 2017 and December 31, 2016 for any such exposure.
Upon the completion of the IPO, uncalled capital commitments payable to the Company by the Company’s pre-IPO investors were automatically reduced to zero.
The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:

49



 
Par Value as of
 
September 30, 2017
 
December 31, 2016
Unfunded delayed draw commitments
$
94,140

 
$
35,704

Unfunded revolving term loan commitments
37,683

 
24,063

Total unfunded commitments
$
131,823

 
$
59,767

9. NET ASSETS
The Company has the authority to issue 200,000,000 shares of common stock, $0.01 per share par value.
During the nine month period ended September 30, 2017, the Company issued 20,157,530 shares for $367,221, including the reinvestment of dividends. In connection with the NFIC Acquisition, the Company issued 434,233 shares of common stock valued at approximately $8,046. See Note 13 for additional information regarding the NFIC Acquisition. In connection with the Company’s IPO, the Company issued 9,454,200 shares of common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. The following table summarizes capital activity during the nine month period ended September 30, 2017:
 
 
 
Common Stock
 
Capital in Excess of Par Value
 
Offering Costs
 
Accumulated Net Investment Income (Loss)
 
Accumulated Net Realized Gain (Loss) on Investments
 
Accumulated Net Unrealized Appreciation (Depreciation) on Investments
 
Total Net Assets
 
 
Shares
 
Amount
 
Balance, beginning of period
 
41,702,318

 
$
417

 
$
799,580

 
$
(74
)
 
$
(3,207
)
 
$
(25,357
)
 
$
(7,222
)
 
$
764,137

Common stock issued
 
20,146,560

 
202

 
366,817

 

 

 

 

 
367,019

Reinvestment of dividends
 
10,970

 

 
202

 

 

 

 

 
202

Offering costs
 

 

 

 
(1,514
)
 

 

 

 
(1,514
)
Net investment income (loss)
 

 

 

 

 
65,635

 

 

 
65,635

Net realized gain (loss) on investments
 

 

 

 

 

 
(7,724
)
 

 
(7,724
)
Net change in unrealized appreciation (depreciation) on investments
 

 

 

 

 

 

 
(694
)
 
(694
)
Dividends declared
 

 

 

 

 
(62,708
)
 

 

 
(62,708
)
Balance, end of period
 
61,859,848

 
$
619

 
$
1,166,599

 
$
(1,588
)
 
$
(280
)
 
$
(33,081
)
 
$
(7,916
)
 
$
1,124,353

During the nine month period ended September 30, 2016, the Company issued 8,267,399 shares for $150,296 including reinvestment of dividends. The following table summarizes capital activity during the nine month period ended September 30, 2016:

50



 
 
 
Common Stock
 
Capital in Excess of Par Value
 
Offering Costs
 
Accumulated Net Investment Income (Loss)
 
Accumulated Net Realized Gain (Loss) on Investments
 
Accumulated Net Unrealized Appreciation (Depreciation) on Investments
 
Total Net Assets
 
 
Shares
 
Amount
 
Balance, beginning of period
 
31,524,083

 
$
315

 
$
613,944

 
$
(74
)
 
$
(12,994
)
 
$
(2,411
)
 
$
(27,054
)
 
$
571,726

Common stock issued
 
8,256,770

 
83

 
150,019

 

 

 

 

 
150,102

Reinvestment of dividends
 
10,629

 

 
194

 

 

 

 

 
194

Net investment income (loss)
 

 

 

 

 
41,272

 

 

 
41,272

Net realized gain (loss) on investments
 

 

 

 

 

 
(9,055
)
 

 
(9,055
)
Net change in unrealized appreciation (depreciation) on investments
 

 

 

 

 

 

 
20,196

 
20,196

Dividends declared
 

 

 

 

 
(43,197
)
 

 

 
(43,197
)
Balance, end of period
 
39,791,482

 
$
398

 
$
764,157

 
$
(74
)
 
$
(14,919
)
 
$
(11,466
)
 
$
(6,858
)
 
$
731,238

The following table summarizes total shares issued and proceeds received related to capital activity during the nine month period ended September 30, 2017:
 
 
Shares Issued
 
Proceeds Received
January 24, 2017*
 
5,837

 
$
108

April 24, 2017*
 
5,133

 
94

May 19, 2017
 
2,141,416

 
39,488

June 9, 2017
 
8,116,711

 
149,997

June 9, 2017**
 
434,233

 
8,046

June 19, 2017
 
9,000,000

 
161,505

July 5, 2017
 
454,200

 
7,983

Total
 
20,157,530

 
$
367,221

* Represents shares issued upon the reinvestment of dividends
** Represents shares issued in accordance with the elections of the NFIC stockholders pursuant to the NFIC Acquisition (see Note 13, NFIC Acquisition)
The following table summarizes total shares issued and proceeds received related to capital activity during the nine month period ended September 30, 2016:
 
 
Shares Issued
 
Proceeds Received
January 22, 2016*
 
3,885

 
$
74

March 11, 2016
 
1,815,181

 
33,000

April 22, 2016*
 
2,988

 
54

May 6, 2016
 
1,510,859

 
26,999

June 24, 2016
 
1,660,333

 
30,102

July 22, 2016*
 
3,756

 
66

August 26, 2016
 
1,909,449

 
35,000

September 16, 2016
 
1,360,948

 
25,001

Total
 
8,267,399

 
$
150,296

* Represents shares issued upon the reinvestment of dividends
Subscription transactions during the nine month periods ended September 30, 2017 and 2016 were executed at an offering price that represented a premium to net asset value due to the requirement to use prior quarter net asset value as the offering price unless it would result in the Company selling shares of its common stock at a price below the current net asset

51



value and also in order to effect a reallocation of organizational costs to subsequent investors. Additionally, on June 19, 2017, the Company closed its IPO, issuing 9,454,200 shares of its common stock (including the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the common stock issued in the IPO and net asset value experienced dilution during the period, and such subscription and IPO transactions increased/(decreased) net asset value by $(0.10) per share and $0.02 per share, respectively, for the nine month periods ended September 30, 2017 and 2016, respectively.

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings per common share were calculated by dividing net increase (decrease) in net assets resulting from operations attributable to the Company by the weighted-average number of common shares outstanding for the period.
Basic and diluted earnings per common share were as follows:
 
 
For the three month periods ended
 
For the nine month periods ended
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Net increase (decrease) in net assets resulting from operations
 
$
25,543

 
$
29,170

 
$
57,217

 
$
52,413

Weighted-average common shares outstanding
 
61,840,100

 
37,489,297

 
49,915,318

 
34,623,225

Basic and diluted earnings per common share
 
$
0.41

 
$
0.78

 
$
1.15

 
$
1.51

The following table summarizes the Company’s dividends declared and payable since inception through September 30, 2017:
Date Declared
 
Record Date
 
Payment Date
 
Per Share Amount
 
Total Amount
March 13, 2014
 
March 31, 2014
 
April 14, 2014
 
$
0.19

 
$
2,449

June 26, 2014
 
June 30, 2014
 
July 14, 2014
 
$
0.27

 
$
3,481

September 12, 2014
 
September 18, 2014
 
October 9, 2014
 
$
0.44

 
$
5,956

December 19, 2014
 
December 29, 2014
 
January 26, 2015
 
$
0.35

 
$
6,276

March 11, 2015
 
March 13, 2015
 
April 17, 2015
 
$
0.37

 
$
7,833

June 24, 2015
 
June 30, 2015
 
July 22, 2015
 
$
0.37

 
$
9,902

September 24, 2015
 
September 24, 2015
 
October 22, 2015
 
$
0.42

 
$
11,670

December 29, 2015
 
December 29, 2015
 
January 22, 2016
 
$
0.40

 
$
12,610

December 29, 2015
 
December 29, 2015
 
January 22, 2016
 
$
0.18

(1)
$
5,674

March 10, 2016
 
March 14, 2016
 
April 22, 2016
 
$
0.40

 
$
13,337

June 8, 2016
 
June 8, 2016
 
July 22, 2016
 
$
0.40

 
$
13,943

September 28, 2016
 
September 28, 2016
 
October 24, 2016
 
$
0.40

 
$
15,917

December 29, 2016
 
December 29, 2016
 
January 24, 2017
 
$
0.41

 
$
17,098

December 29, 2016
 
December 29, 2016
 
January 24, 2017
 
$
0.07

(1)
$
2,919

March 20, 2017
 
March 20, 2017
 
April 24, 2017
 
$
0.41

 
$
17,100

June 20, 2017
 
June 30, 2017
 
July 18, 2017
 
$
0.37

 
$
22,720

August 7, 2017
 
September 29, 2017
 
October 18, 2017
 
$
0.37

 
$
22,888

(1)
Represents a special dividend.

52



10. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the nine month periods ended September 30, 2017 and 2016: 
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Per Share Data:
 
 
 
Net asset value per share, beginning of period
$
18.32

 
$
18.14

Net investment income (loss) (1)
1.31

 
1.19

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
(0.20
)
 
0.23

Net increase (decrease) in net assets resulting from operations
1.11

 
1.42

Dividends declared (2)
(1.15
)
 
(1.20
)
Effect of offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs (3)
(0.10
)
 
0.02

Net asset value per share, end of period
$
18.18

 
$
18.38

Market price per share, end of period
$
18.01

 
n/a

 
 
 
 
Number of shares outstanding, end of period
61,859,848

 
39,791,482

Total return based on net asset value (4)
5.51
%
 
7.94
%
Total return based on market price (5)
5.73
%
 
n/a

Net assets, end of period
$
1,124,353

 
$
731,238

Ratio to average net assets (6):
 
 
 
Expenses net of waiver, before incentive fees
3.68
%
 
4.12
%
Expenses net of waiver, after incentive fees
5.34
%
 
5.74
%
Expenses gross of waiver, after incentive fees
5.97
%
 
6.43
%
Net investment income (loss) (7)
7.03
%
 
6.49
%
Interest expense and credit facility fees
1.95
%
 
2.14
%
Ratios/Supplemental Data:
 
 
 
Asset coverage, end of period
232.00
%
 
209.46
%
Portfolio turnover
34.13
%
 
22.06
%
Weighted-average shares outstanding
49,915,318

 
34,623,226

(1)
Net investment income (loss) per share was calculated as net investment income (loss) for the period divided by the weighted average number of shares outstanding for the period.
(2)
Dividends declared per share was calculated as the sum of dividends declared during the period divided by the number of shares outstanding at each respective quarter-end date (refer to Note 9).
(3)
Increase (decrease) is due to the offering price of subscriptions and the issuance of common stock in the IPO, net of underwriting and offering costs during the period (refer to Note 9).
(4)
Total return based on net asset value (not annualized) is based on the change in net asset value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the period. Total return for the nine month periods ended September 30, 2017 and 2016 is inclusive of $(0.10) and $0.02, respectively, per share increase (decrease) in net asset value for the periods related to the offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs during the period. Excluding the effects of these common stock issuances, total return (not annualized) would have been 6.06% and 7.83%, respectively (refer to Note 9).
(5)
Total return based on market value (not annualized) is calculated as the change in market value per share during the period plus the declared dividends, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period. The beginning market value per share is based on the IPO offering price of $18.50 per share.
(6)
These ratios to average net assets have not been annualized.
(7)
The net investment income ratio is net of the waiver of base management fees.

53



11. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, 2017 and December 31, 2016, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.
In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.
12. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, 2017 and December 31, 2016.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of September 30, 2017 and December 31, 2016, the Company had filed tax returns and therefore is subject to examination.
The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of dividends declared for nine month periods ended September 30, 2017 and 2016 was as follows:
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Ordinary income
$
62,708

 
$
43,197

Tax return of capital
$

 
$

13. NFIC ACQUISITION
On June 9, 2017 (the “Acquisition Date”), the Company closed the NFIC Acquisition, with the Company as the surviving entity. As of the effective time of the NFIC Acquisition, each share of common stock of NFIC was converted into the right to receive a mixture of cash and shares of common stock of the Company, in accordance with the elections of the NFIC stockholders (the “Elections”). Based on the results of the Elections, the NFIC stockholders received in the aggregate 434,233 shares of common stock of the Company and approximately $145,602 in cash.

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

The Company used the fair market value of NFIC’s assets and liabilities as of the Acquisition Date to account for the NFIC Acquisition. The following table summarizes the assets and liabilities of NFIC as of the Acquisition Date:
ASSETS
 
Total investments, at fair value
$
190,672

Cash and other assets
12,464

Total assets
$
203,136

LIABILITIES
 
Secured borrowings
$
42,128

Other accrued expenses and liabilities
7,360

Total liabilities
49,488

NET ASSETS
 
Total net assets
$
153,648


54




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

During the three month and nine month periods ended September 30, 2017, the Company incurred $322 in professional fees and other costs related to the NFIC Acquisition. The Company determined that the fair value of the net assets acquired equaled the purchase price excluding these costs. Accordingly, these costs related to the NFIC Acquisition were expensed.
14. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.
Subsequent to September 30, 2017, the Company borrowed $68,200 under the Credit Facility to fund investment acquisitions. The Company also voluntarily repaid $54,219 under the Credit Facility and SPV Credit Facility.
On November 7, 2017, our Board of Directors declared a quarterly dividend of $0.37 per share, which is payable on January 17, 2018 to stockholders of record as of December 29, 2017.




55



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(dollar amounts in thousands, except per share data, unless otherwise indicated)
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this Form 10-Q, and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q and the documents incorporated by reference herein involve a number of risks and uncertainties, including statements concerning:
 
our, or our portfolio companies’, future business, operations, operating results or prospects;
the return or impact of current and future investments;
the impact of any protracted decline in the liquidity of credit markets on our business;
the impact of fluctuations in interest rates on our business;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
our future operating results;
the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
our ability to recover unrealized losses;
market conditions and our ability to access alternative debt markets and additional debt and equity capital;
our contractual arrangements and relationships with third parties;
the general economy and its impact on the industries in which we invest;
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
competition with other entities and our affiliates for investment opportunities;
the speculative and illiquid nature of our investments;
the use of borrowed money to finance a portion of our investments;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the loss of key personnel;
the costs associated with being a public entity;
the timing, form and amount of any dividend distributions;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability to consummate acquisitions;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of The Carlyle Group Employee Co., L.L.C. and CELF Advisors LLP to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;
our ability to maintain our status as a business development company; and
our intent to satisfy the requirements of a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.

56



We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2016, under the heading “Risk Factors” in our prospectus filed under Rule 497 on June 14, 2017, and Part II, Item 1A of and elsewhere in this Form 10-Q.
We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
OVERVIEW
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2016, under the heading "Risk Factors" in our prospectus filed under Rule 497 on June 14, 2017, and Part II, Item 1A of this Form 10-Q “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.
We are a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. We have elected to be regulated as a BDC under the Investment Company Act. We have elected to be treated, and intend to continue to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.
Our investment objective is to generate current income and capital appreciation primarily through debt investments in U.S. middle market companies, which we define as companies with approximately $10 million to $100 million of EBITDA. We seek to achieve our investment objective primarily through direct originations of Middle Market Senior Loans, with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). We generally make Middle Market Senior Loans to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, we expect that between 70% and 80% of the value of our assets will be invested in Middle Market Senior Loans. We expect that the composition of our portfolio will change over time given our Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which we are operating.
On June 19, 2017, we closed our IPO, issuing 9,454,200 shares of our common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017.
We are externally managed by our Investment Adviser, an investment adviser registered under the Advisers Act. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle.
In conducting our investment activities, we believe that we benefit from the significant scale and resources of Carlyle, including our Investment Adviser and its affiliates. We have operated our business as a BDC since we began our investment activities in May 2013.
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the general economic environment and the competitive environment for the type of investments we make.

57




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

58



the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;
our fidelity bond;
directors and officers/errors and omissions liability insurance, and any other insurance premiums;
indemnification payments;
direct fees and expenses associated with independent audits, agency, consulting and legal costs; and
all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.
We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
PORTFOLIO AND INVESTMENT ACTIVITY
As of September 30, 2017, the fair value of our investments was approximately $1,964,117, comprised of 108 investments in 92 portfolio companies/structured finance obligations/investment fund across 29 industries with 59 sponsors. As of December 31, 2016, the fair value of our investments was approximately $1,422,759, comprised of 98 investments in 86 portfolio companies/structured finance obligations/investment fund across 29 industries with 57 sponsors.
Based on fair value as of September 30, 2017, our portfolio consisted of approximately 89.6% in secured debt (75.9% in first lien debt (including 11.7% in first lien/last out loans) and 13.7% in second lien debt), 9.6% in Credit Fund, 0.1% in structured finance obligations and 0.7% in equity investments. Based on fair value as of September 30, 2017, approximately 1.2% of our debt portfolio was invested in debt bearing a fixed interest rate and approximately 98.8% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors.
Based on fair value as of December 31, 2016, our portfolio consisted of approximately 92.2% in secured debt (80.1% in first lien debt (including 12.9% in first lien/last out loans) and 12.1% in second lien debt), 7.0% in Credit Fund, 0.4% in structured finance obligations and 0.5% in equity investments. Based on fair value as of December 31, 2016, approximately 0.8% of our debt portfolio was invested in debt bearing a fixed interest rate and approximately 99.2% of our debt portfolio was invested in debt bearing a floating interest rate with an interest rate floor.

59



Our investment activity for the three month periods ended September 30, 2017 and 2016 is presented below (information presented herein is at amortized cost unless otherwise indicated):
 
For the three month periods ended
 
September 30, 2017
 
September 30, 2016
Investments:
 
 
 
Total investments, beginning of period
$
1,727,680

 
$
1,220,872

New investments purchased
310,633

 
308,572

Net accretion of discount on investments
1,832

 
1,881

Net realized gain (loss) on investments
172

 
544

Investments sold or repaid
(68,284
)
 
(142,397
)
Total Investments, end of period
$
1,972,033

 
$
1,389,472

Principal amount of investments funded:
 
 
 
First Lien Debt
$
273,245

 
$
249,318

Second Lien Debt
29,250

 

Structured Finance Obligations

 

Equity Investments
1,500

 
856

Investment Fund
12,600

 
63,200

Total
$
316,595

 
$
313,374

Principal amount of investments sold or repaid:
 
 
 
First Lien Debt
$
(47,470
)
 
$
(89,469
)
Second Lien Debt
(12,500
)
 
(29,121
)
Structured Finance Obligations

 

Investment Fund
(8,400
)
 
(22,400
)
Total
$
(68,370
)
 
$
(140,990
)
Number of new funded investments
28

 
19

Average amount of new funded investments
$
11,094

 
$
16,241

Percentage of new funded debt investments at floating interest rates
100
%
 
100
%
As of September 30, 2017 and December 31, 2016, investments consisted of the following:
 
September 30, 2017
 
December 31, 2016
 
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
First Lien Debt (excluding First Lien/Last Out)
$
1,264,114

 
$
1,259,983

 
$
964,398

 
$
955,478

First Lien/Last Out Unitranche
237,751

 
230,667

 
180,928

 
184,070

Second Lien Debt
266,604

 
268,783

 
172,960

 
171,864

Structured Finance Obligations
6,436

 
2,585

 
9,239

 
5,216

Equity Investments
10,327

 
13,552

 
5,071

 
6,474

Investment Fund
186,801

 
188,547

 
97,385

 
99,657

Total
$
1,972,033

 
$
1,964,117

 
$
1,429,981

 
$
1,422,759


The weighted average yields (1) for our first and second lien debt, based on the amortized cost and fair value as of September 30, 2017 and December 31, 2016, were as follows:
 

60



 
September 30, 2017
 
December 31, 2016
 
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
First Lien Debt (excluding First Lien/Last Out)
8.02
%
 
8.05
%
 
7.09
%
 
7.15
%
First Lien/Last Out Unitranche
9.77
%
 
10.07
%
 
12.33
%
 
12.12
%
First Lien Debt Total
8.30
%
 
8.36
%
 
7.92
%
 
7.96
%
Second Lien Debt
10.37
%
 
10.29
%
 
9.97
%
 
10.04
%
First and Second Lien Debt Total
8.61
%
 
8.66
%
 
8.19
%
 
8.23
%
 
(1)
Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first and second lien debt investments as measured on an amortized cost basis increased from 8.19% to 8.61% from December 31, 2016 to September 30, 2017. The increase in weighted average yields was primarily due to the increase in 90-day LIBOR from 1.00% to 1.33% and from originations of new investments with higher weighted average yields of 8.96% and sales/repayments of existing investments with lower weighted average yields of 8.60%.
The following table summarizes the fair value of our performing and non-performing investments as of
September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
 
Fair Value
 
Percentage
 
Fair Value
 
Percentage
Performing
$
1,941,309

 
98.84
%
 
$
1,415,131

 
99.46
%
Non-accrual (1)
22,808

 
1.16

 
7,628

 
0.54

Total
$
1,964,117

 
100.00
%
 
$
1,422,759

 
100.00
%
 
(1)
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest has been paid current and, in management’s judgment, likely to remain current. Management may not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. See Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the accounting policies.
See the Consolidated Schedules of Investments as of September 30, 2017 and December 31, 2016 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.
As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”:

61



Internal Risk Ratings Definitions
Rating
  
Definition
1
  
Performing—Low Risk: Borrower is operating more than 10% ahead of the base case.
 
 
2
  
Performing—Stable Risk: Borrower is operating within 10% of the base case (above or below). This is the initial rating assigned to all new borrowers.
 
 
3
  
Performing—Management Notice: Borrower is operating more than 10% below the base case. A financial covenant default may have occurred, but there is a low risk of payment default.
 
 
4
  
Watch List: Borrower is operating more than 20% below the base case and there is a high risk of covenant default, or it may have already occurred. Payments are current although subject to greater uncertainty, and there is moderate to high risk of payment default.
 
 
5
  
Watch List—Possible Loss: Borrower is operating more than 30% below the base case. At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have occurred. Loss of principal is possible.
 
 
6
  
Watch List—Probable Loss: Borrower is operating more than 40% below the base case, and at the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Additionally, the prospects for improvement in the borrower’s situation are sufficiently negative that impairment of some or all principal is probable.
Our Investment Adviser’s risk rating model is based on evaluating portfolio company performance in comparison to the base case when considering certain credit metrics including, but not limited to, adjusted EBITDA and net senior leverage as well as specific events including, but not limited to, default and impairment.
Our Investment Adviser monitors and, when appropriate, changes the investment ratings assigned to each debt investment in our portfolio. In connection with our quarterly valuation process, our Investment Adviser reviews our investment ratings on a regular basis. The following table summarizes the Internal Risk Ratings as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
 
Fair Value
 
% of Fair Value
 
Fair Value
 
% of Fair Value
(dollar amounts in millions)
 
 
 
 
 
 
 
Internal Risk Rating 1
$
75.1

 
4.27
%
 
$
59.3

 
4.52
%
Internal Risk Rating 2
1,376.0

 
78.20

 
1,055.7

 
80.50

Internal Risk Rating 3
187.7

 
10.67

 
100.9

 
7.70

Internal Risk Rating 4
84.1

 
4.78

 
75.7

 
5.77

Internal Risk Rating 5
36.6

 
2.08

 
12.2

 
0.93

Internal Risk Rating 6

 

 
7.6

 
0.58

Total
$
1,759.5

 
100.00
%
 
$
1,311.4

 
100.00
%

As of September 30, 2017 and December 31, 2016, the weighted average Internal Risk Ratings of our debt investment portfolio were 2.2 and 2.2, respectively. As of September 30, 2017 and December 31, 2016, 10 and 8 of our debt investments, with an aggregate fair value of $120.7 million and $95.5 million, respectively, were assigned an Internal Risk Rating of 4-6. As of September 30, 2017 and December 31, 2016, one first lien debt investment in the portfolio with a fair value of $22.8 million and $7.6 million, respectively, was on non-accrual status, which represented approximately 1.30% and 0.58%, respectively, of total first and second lien investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2017 and December 31, 2016

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

62



CONSOLIDATED RESULTS OF OPERATIONS
For the three month and nine month periods ended September 30, 2017 and 2016
The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation. As a result, quarterly comparisons may not be meaningful.
Investment Income
Investment income for the three month and nine month periods ended September 30, 2017 and 2016 was as follows: 
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
First Lien Debt
$
29,336

 
$
22,703

 
$
84,922

 
$
59,374

Second Lien Debt
7,461

 
5,462

 
17,255

 
16,865

Structured Finance Obligations

 
98

 

 
859

Equity Investments

 

 
2

 
13

Investment Fund
5,812

 
686

 
13,193

 
686

Cash
39

 
8

 
119

 
18

Total investment income
$
42,648

 
$
28,957

 
$
115,491

 
$
77,815

The increase in investment income for the three month and nine month periods ended September 30, 2017 from the comparable periods in 2016 was primarily driven by our increasing invested balance, increased fees and other income from syndications and prepayments, and increased interest and dividend income from Credit Fund. As of September 30, 2017, the size of our portfolio increased to $1,972,033 from $1,389,472 as of September 30, 2016, at amortized cost, and total principal amount of investments outstanding increased to $2,008,693 from $1,437,034 as of September 30, 2016. As of September 30, 2017, the weighted average yield of our first and second lien debt increased to 8.61% from 8.30% as of September 30, 2016 on amortized cost, primarily due to the increase in 90-day LIBOR and from net originations with higher weighted average yields.
Interest income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2017, one first lien debt investment in the portfolio was non-performing. The fair value of the loan in the portfolio on non-accrual status was $22,808, which represents approximately 1.30% of total first and second lien investments at fair value. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, 2017. All first and second lien debt investments were performing and current on their interest payments as of September 30, 2016.
The increase in other income for the three month and nine month periods ended September 30, 2017 from the comparable periods in 2016 was primarily driven by higher syndication fees and prepayment fees resulting from full paydowns on select investments. For the three month periods ended September 30, 2017 and 2016, the Company earned $1,318 and $1,909, respectively, in other income. For the nine month periods ended September 30, 2017 and 2016, the Company earned $7,900 and $4,578, respectively, in other income.
Our total dividend and interest income from investments in Credit Fund totaled $5,812 and $13,193 for the three month and nine month periods ended September 30, 2017, respectively. Our total dividend and interest income from investments in Credit Fund totaled $686 for the three month and nine month periods ended September 30, 2016. The increase was primarily driven by increased invested balance of Credit Fund since the commencement of operations at Credit Fund. We made our first investment in Credit Fund in February 2016.
Net investment income for the three month and nine month periods ended September 30, 2017 and 2016 was as follows:

63



 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Total investment income
$
42,648

 
$
28,957

 
$
115,491

 
$
77,815

Net expenses
17,568

 
13,111

 
49,856

 
36,543

Net investment income (loss)
$
25,080

 
$
15,846

 
$
65,635

 
$
41,272

Expenses
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Base management fees
$
6,999

 
$
4,699

 
$
17,781

 
$
13,184

Incentive fees
5,321

 
3,962

 
15,459

 
10,318

Professional fees
361

 
568

 
1,957

 
1,574

Administrative service fees
184

 
180

 
522

 
526

Interest expense
5,922

 
4,051

 
16,694

 
11,475

Credit facility fees
521

 
682

 
1,553

 
2,139

Directors’ fees and expenses
121

 
146

 
355

 
410

Other general and administrative
472

 
390

 
1,462

 
1,312

Total expenses
19,901

 
14,678

 
55,783

 
40,938

Waiver of base management fees
2,333

 
1,567

 
5,927

 
4,395

Net expenses
$
17,568

 
$
13,111

 
$
49,856

 
$
36,543


Interest expense and credit facility fees for the three month and nine month periods ended September 30, 2017 and 2016 were comprised of the following:
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Interest expense
$
5,922

 
$
4,051

 
$
16,694

 
$
11,475

Facility unused commitment fee
309

 
351

 
925

 
1,034

Amortization of deferred financing costs
183

 
305

 
541

 
1,027

Other fees
29

 
26

 
87

 
78

Total interest expense and credit facility fees
$
6,443

 
$
4,733

 
$
18,247

 
$
13,614

Cash paid for interest expense
$
4,910

 
$
3,906

 
$
15,422

 
$
10,700

The increase in interest expense for the three month and nine month periods ended September 30, 2017 compared to the comparable periods in 2016 was driven by increased drawings under the Facilities related to increased deployment of capital for investments. For the three month period ended September 30, 2017, the average interest rate increased to 3.40% from 2.75% for the comparable period in 2016, and average principal debt outstanding increased to $406,498 from $292,084 for the comparable period in 2016. For the nine month period ended September 30, 2017, the average interest rate increased to 3.24% from 2.67% for the comparable period in 2016, and average principal debt outstanding increased to $402,787 from $277,575 for the comparable period in 2016.
The increase in base management fees (and related waiver of base management fees) and incentive fees related to pre-incentive fee net investment income for the three month and nine month periods ended September 30, 2017 from the comparable period in 2016 were driven by our deployment of capital and increasing invested balance. For the three month periods ended September 30, 2017 and 2016, base management fees were $4,666 and $3,132, respectively, (net the waiver of $2,333 and $1,567, respectively), incentive fees related to pre-incentive fee net investment income were $5,321 and $3,962, respectively, and there were no incentive fees related to realized capital gains. For the nine month periods ended September 30, 2017 and 2016, base management fees were $11,854 and $8,789, respectively, (net the waiver of $5,927 and $4,395, respectively), incentive fees related to pre-incentive fee net investment income were $15,459 and $10,318, respectively, and there were no incentive fees related to realized capital gains. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“US GAAP”) in a given period may result in an additional expense if such

64



cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and base management fees. For the three month and nine month periods ended September 30, 2017 and 2016, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, 2017 and 2016, respectively.
Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. The increase in professional fees for the three month and nine month periods ended September 30, 2017 compared to the comparable periods in 2016 was driven by an increase in non-recurring professional fees related to the NFIC Acquisition.
Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments
During the three month and nine month periods ended September 30, 2017, we had realized gains on 4 and 13 investments, respectively, totaling approximately $181 and $593, respectively, which were offset by realized losses on 1 and 8 investments, respectively, totaling approximately $9 and $8,317, respectively. During the three month and nine month periods ended September 30, 2016, we had realized gains on 3 and 8 investments, respectively, totaling approximately $632 and $811, respectively, which were offset by realized losses on 2 and 12 investments, respectively, totaling approximately $88 and $9,866, respectively. During the three month and nine month periods ended September 30, 2017, we had a change in unrealized appreciation on 59 and 60 investments, respectively, totaling approximately $13,191 and $29,089, respectively, which was offset by a change in unrealized depreciation on 44 and 70 investments, respectively, totaling approximately $12,900 and $29,783, respectively. During the three month and nine month periods ended September 30, 2016, we had a change in unrealized appreciation on 69 and 86 investments, respectively, totaling approximately $19,587 and $34,680, respectively, which was offset by a change in unrealized depreciation on 32 and 25 investments, respectively, totaling approximately $6,807 and $14,484, respectively. In particular, effective January 31, 2017, TwentyEighty, Inc. (fka Miller Heiman, Inc.) completed a restructuring whereby the first lien debt held by us was converted into new term loans and equity. As a result, $10,943 of unrealized depreciation was reversed and we realized a loss of $7,738 on the investment during the nine month period ended September 30, 2017.
Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2017 and 2016 were as follows:
 
For the three month periods ended
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
Net realized gain (loss) on investments
$
172

 
$
544

 
$
(7,724
)
 
$
(9,055
)
Net change in unrealized appreciation (depreciation) on investments
291

 
12,780

 
(694
)
 
20,196

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments
$
463

 
$
13,324

 
$
(8,418
)
 
$
11,141

Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, 2017 and 2016 were as follows:

65



 
For the three month periods ended
 
September 30, 2017
 
September 30, 2016
Type
Net realized gain (loss)
 
Net change in unrealized appreciation (depreciation)
 
Net realized gain (loss)
 
Net change in unrealized appreciation (depreciation)
First Lien Debt
$
141

 
$
(1,434
)
 
$
324

 
$
3,082

Second Lien Debt

 
1,359

 
221

 
5,648

Structured Finance Obligations
31

 

 
(1
)
 
1,145

Equity Investments

 
1,330

 

 
661

Investment Fund

 
(964
)
 

 
2,244

Total
$
172

 
$
291

 
$
544

 
$
12,780

 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Type
Net realized gain (loss)
 
Net change in unrealized appreciation (depreciation)
 
Net realized gain (loss)
 
Net change in unrealized appreciation (depreciation)
First Lien Debt
$
(7,710
)
 
$
(5,437
)
 
$
495

 
$
3,223

Second Lien Debt
(3
)
 
3,275

 
221

 
4,189

Structured Finance Obligations
(11
)
 
172

 
(9,771
)
 
9,888

Equity Investments

 
1,822

 

 
939

Investment Fund

 
(526
)
 

 
1,957

Total
$
(7,724
)
 
$
(694
)
 
$
(9,055
)
 
$
20,196

Net change in unrealized depreciation in our investments for the three month and nine month periods ended September 30, 2017 compared to the comparable period in 2016 was primarily due to changes in various inputs utilized under our valuation methodology, including, but not limited to, market spreads, leverage multiples and borrower ratings, and the impact of exits.
MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, we and Credit Partners entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016 (as amended, “the Limited Liability Company Agreement”) to co-manage Credit Fund, an unconsolidated Delaware limited liability company. Credit Fund primarily invests in first lien loans of middle-market companies. Credit Fund is managed by a six-member board of managers, on which we and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of our representatives and two of Credit Partners’ representatives. We and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $400,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by us. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, we co-invest through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by us and our affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of us and Credit Partners. Therefore, although we own more than 25% of the voting securities of Credit Fund, we do not believe that we have control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”), a Delaware limited liability company, was formed on April 5, 2016. Credit Fund Sub primarily invests in first lien loans of middle-market companies. Credit Fund Sub is a wholly-owned subsidiary of Credit Fund and is consolidated in Credit Fund’s consolidated financial statements commencing from the date of its formation. Credit Fund follows the same Internal Risk Rating system as us.

66



Credit Fund, we and Credit Partners entered into an administration agreement with Carlyle GMS Finance Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Administrative Agent”), pursuant to which the Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at our expense with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Administrative Agent in performing its obligations thereunder.
Selected Financial Data
Since inception of Credit Fund and through September 30, 2017 and December 31, 2016, the Company and Credit Partners each made capital contributions of $1 in members’ equity and $74,500 and $35,000, respectively, in subordinated loans to Credit Fund. As of September 30, 2017 and December 31, 2016, Credit Fund had net borrowings of $112,300 and $62,384, respectively, in mezzanine loans under a revolving credit facility with the Company (the “Credit Fund Facility”). As of September 30, 2017 and December 31, 2016, Credit Fund had subordinated loans and members’ capital of $152,495 and $74,547, respectively. As of September 30, 2017 and December 31, 2016, the Company’s ownership interest in such subordinated loans and members’ capital was $76,247 and $37,273, respectively, and in such mezzanine loans was $112,300 and $62,384, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund held cash and cash equivalents totaling $14,767 and $6,103, respectively.
As of September 30, 2017 and December 31, 2016, Credit Fund had total investments at fair value of $823,129 and $437,829, respectively, which was comprised of first lien senior secured loans and second lien senior secured loans to 47 and 28 portfolio companies, respectively. As of September 30, 2017 and December 31, 2016, no loans in Credit Fund’s portfolio were on non-accrual status or contained PIK provisions. All investments in the portfolio were floating rate debt investments with an interest rate floor. The portfolio companies in Credit Fund are U.S. middle market companies in industries similar to those in which the Company may invest directly. Additionally, as of September 30, 2017 and December 31, 2016, Credit Fund had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $65,341 and $30,361, respectively.
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:
 
As of September 30, 2017
 
As of December 31, 2016
Senior secured loans (1)
$
827,857

 
$
439,086

Weighted average yields of senior secured loans based on amortized cost (2)
6.63
%
 
6.47
%
Weighted average yields of senior secured loans based on fair value (2)
6.60
%
 
6.41
%
Number of portfolio companies in Credit Fund
47

 
28

Average amount per portfolio company (1)
$
17,614

 
$
15,682

(1)
At par/principal amount.
(2)
Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2017 and December 31, 2016. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

67



Consolidated Schedule of Investments as of September 30, 2017 (unaudited)
Investments (1)
Industry
 
Interest Rate
 
Maturity Date
 
 Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Acrisure, LLC (2) (3) (4)
Banking, Finance, Insurance & Real Estate
 
L + 5.00% (1.00% Floor)
 
11/22/2023
 
$
19,900

 
$
19,855

 
$
20,099

Advanced Instruments, LLC (2) (3) (4) (7) (10) (11)
Healthcare & Pharmaceuticals
 
L + 5.25% (1.00% Floor)
 
10/31/2022
 
11,940

 
11,818

 
11,904

Alpha Packaging Holdings, Inc. (2) (3) (4) (7) (10)
Containers, Packaging & Glass
 
L + 4.25% (1.00% Floor)
 
5/12/2020
 
15,288

 
15,236

 
15,289

AM Conservation Holding Corporation (2) (3) (4)
Energy: Electricity
 
L + 4.75% (1.00% Floor)
 
10/31/2022
 
29,775

 
29,530

 
29,647

AMS Finco, S.A.R.L. (Alexander Mann Solutions) (United Kingdom) (2) (3) (4) (11)
Business Services
 
L + 5.50% (1.00% Floor)
 
5/26/2024
 
24,938

 
24,700

 
25,012

Anaren, Inc. (2) (3) (4)
Telecommunications
 
L + 4.50% (1.00% Floor)
 
2/18/2021
 
10,065

 
10,040

 
10,065

AQA Acquisition Holding, Inc. (2) (3) (4) (7) (10)
High Tech Industries
 
L + 4.50% (1.00% Floor)
 
5/24/2023
 
27,472

 
27,346

 
27,469

Borchers, Inc. (2) (3) (4) (7) (10)
Chemicals, Plastics & Rubber
 
L + 4.75% (1.00% Floor)
 
1/13/2024
 
8,024

 
7,982

 
8,024

Brooks Equipment Company, LLC (2) (3) (4)
Construction & Building
 
L + 5.00% (1.00% Floor)
 
8/29/2020
 
7,196

 
7,180

 
7,195

Datapipe, Inc. (2) (3) (4)
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,675

 
9,618

 
9,675

DBI Holding LLC (2) (3) (4) (11)
Transportation: Cargo

 
L + 5.25% (1.00% Floor)
 
8/1/2021
 
19,850

 
19,697

 
19,832

DecoPac, Inc. (2) (3) (4) (7) (10)
Non-durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
9/29/2024
 
13,286

 
13,136

 
13,218

Dent Wizard International Corporation (2) (3) (4) (11)
Automotive
 
L + 4.75% (1.00% Floor)
 
4/7/2020
 
24,564

 
24,431

 
24,530

DTI Holdco, Inc. (2) (3) (4)
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
9/30/2023
 
19,800

 
19,619

 
19,008

EAG, Inc. (2) (3) (4) (11)
Business Services
 
L + 4.25% (1.00% Floor)
 
7/28/2018
 
8,231

 
8,252

 
8,231

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8) (11)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
22,740

 
22,178

 
22,374

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9) (11)
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
1,500

 
1,461

 
1,480

Empower Payments Acquisitions, Inc. (2) (3) (4)
Media: Advertising, Printing & Publishing
 
L + 5.50% (1.00% Floor)
 
11/30/2023
 
17,369

 
17,050

 
17,369

FCX Holdings Corp. (2) (3) (4) (11)
Capital Equipment
 
L + 4.50% (1.00% Floor)
 
8/4/2020
 
9,620

 
9,578

 
9,620

Golden West Packaging Group LLC (2) (3) (4) (11)
Containers, Packaging & Glass
 
L + 5.25% (1.00% Floor)
 
6/20/2023
 
20,948

 
20,754

 
20,839

J.S. Held LLC (2) (3) (4) (7) (10)
Banking, Finance, Insurance & Real Estate
 
L + 5.50% (1.00% Floor)
 
9/27/2023
 
18,249

 
18,057

 
18,121

Jensen Hughes, Inc. (2) (3) (4) (7) (10) (12)
Utilities: Electric
 
L + 5.00% (1.00% Floor)
 
12/4/2021
 
20,682

 
20,491

 
20,682

Kestra Financial, Inc. (2) (3) (4)
Banking, Finance, Insurance & Real Estate
 
L + 5.25% (1.00% Floor)
 
6/24/2022
 
19,750

 
19,514

 
19,630

MSHC, Inc. (2) (3) (4)
Construction & Building
 
L + 4.25% (1.00% Floor)
 
7/31/2023
 
10,000

 
9,956

 
9,990

North American Dental Management, LLC (2) (3) (4) (7) (10)
Healthcare & Pharmaceuticals
 
L + 4.75% (1.00% Floor)
 
7/7/2023
 
16,869

 
16,299

 
16,574

PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
Automotive
 
L + 4.75% (1.00% Floor)
 
12/30/2022
 
9,875

 
9,817

 
9,875

Paradigm Acquisition Corp. (2) (3) (4)
Business Services
 
L + 5.00% (1.00% Floor)
 
6/2/2022
 
11,909

 
11,820

 
11,909

Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4) (11)
Capital Equipment
 
L + 5.00% (1.00% Floor)
 
5/27/2022
 
20,280

 
20,181

 
20,278

Premier Senior Marketing, LLC (2) (3) (4) (11)
Banking, Finance, Insurance & Real Estate
 
L + 5.00% (1.00% Floor)
 
7/1/2022
 
8,722

 
8,680

 
8,665

PSI Services LLC (2) (3) (4) (7) (10) (11)
Business Services
 
L + 5.00% (1.00% Floor)
 
1/19/2023
 
30,828

 
30,278

 
30,238


68



Consolidated Schedule of Investments as of September 30, 2017 (unaudited)
Investments (1)
Industry
 
Interest Rate
 
Maturity Date
 
 Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.60% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Q Holding Company (2) (3) (4)
Automotive
 
L + 5.00% (1.00% Floor)
 
12/18/2021
 
17,322

 
17,233

 
17,322

QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
10,400

 
9,777

 
9,994

Restaurant Technologies, Inc. (2) (3) (4)
Retail
 
L + 4.75% (1.00% Floor)
 
11/23/2022
 
17,412

 
17,275

 
17,226

Sovos Brands Intermediate, Inc. (2) (3) (4) (7) (10)
Beverage, Food & Tobacco
 
L + 4.50% (1.00% Floor)
 
7/18/2024
 
21,622

 
21,513

 
21,619

Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (4)
Sovereign & Public Finance
 
L + 4.25% (1.00% Floor)
 
2/1/2024
 
3,980

 
3,964

 
3,980

Surgical Information Systems, LLC (2) (3) (4) (9) (11)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
4/24/2023
 
30,000

 
29,718

 
29,991

Systems Maintenance Services Holding, Inc. (2) (3) (4) (11)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
10/30/2023
 
24,316

 
24,155

 
24,076

T2 Systems Canada, Inc. (2) (3) (4)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
2,680

 
2,621

 
2,656

T2 Systems, Inc. (2) (3) (4) (7) (10)
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
15,967

 
15,600

 
15,818

Teaching Strategies, LLC (2) (3) (4) (7) (10) (11)
Media: Advertising, Printing & Publishing
 
L + 4.75% (1.00% Floor)
 
2/27/2023
 
18,009

 
17,840

 
17,936

The Original Cakerie, Ltd. (Canada) (2) (3) (4) (7) (10)
Beverage, Food & Tobacco
 
L + 5.00% (1.00% Floor)
 
7/20/2021
 
6,957

 
6,892

 
6,957

The Original Cakerie, Co. (Canada) (2) (3) (4)
Beverage, Food & Tobacco
 
L + 5.50% (1.00% Floor)
 
7/20/2021
 
3,594

 
3,580

 
3,594

U.S. Acute Care Solutions, LLC (2) (3) (4)
Healthcare & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
5/15/2021
 
32,111

 
31,874

 
31,723

U.S. TelePacific Holdings Corp. (2) (3) (4) (11)
Telecommunications
 
L + 5.00% (1.00% Floor)
 
5/2/2023
 
29,925

 
29,632

 
29,177

Valicor Environmental Services, LLC (2) (3) (4) (7) (10) (11)
Environmental Industries
 
L + 5.00% (1.00% Floor)
 
6/1/2023
 
19,977

 
19,492

 
19,692

Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber
 
P + 3.50%
 
2/5/2021
 
22,218

 
22,142

 
22,218

WIRB - Copernicus Group, Inc. (2) (3) (4)
Healthcare & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
8/12/2022
 
14,875

 
14,806

 
14,875

WRE Holding Corp. (2) (3) (4) (7) (10)
Environmental Industries
 
L + 4.75% (1.00% Floor)
 
1/3/2023
 
5,028

 
4,936

 
4,976

Zest Holdings, LLC (2) (3) (4) (11)
Durable Consumer Goods
 
L + 4.25% (1.00% Floor)
 
8/16/2023
 
21,500

 
21,448

 
21,657

Zywave, Inc. (2) (3) (4) (7) (10)
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
11/17/2022
 
17,369

 
17,207

 
17,529

First Lien Debt Total
 
 
 
 
 
 
 
 
816,259

 
819,858

Second Lien Debt (0.40% of fair value)
 
 
 
 
 
 
 
 
 
 
 
Superion, LLC (fka Ramundsen Public Sector, LLC) (2) (3) (7)
Sovereign & Public Finance
 
L + 8.50% (1.00% Floor)
 
1/31/2025
 
$
200

 
$
198

 
$
203

Vantage Specialty Chemicals, Inc. (2) (4) (11)
Chemicals, Plastics & Rubber
 
P + 7.75%
 
2/5/2022
 
2,000

 
1,968

 
2,000

Zywave, Inc. (2) (3) (4)
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
1,050

 
1,036

 
1,068

Second Lien Debt Total
 
 
 
 
 
 
 
 
$
3,202

 
$
3,271

Total Investments
 
 
 
 
 
 
 
 
$
819,461

 
$
823,129

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

69



(4)
Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund.
(5)
Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(6)
Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in “—Critical Accounting Policies—Fair Value Measurements.”
(7)
Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. The lenders of the Credit Fund Facility have a first lien security interest in substantially all of the assets of Credit Fund. Accordingly, such assets are not available to creditors of Credit Fund Sub.
(8)
Credit Fund receives less than the stated interest rate of this loan as a result of an agreement among lenders. The interest rate reduction is 1.25% on EIP Merger Sub, LLC (Evolve IP). Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/first out loan, which has first priority ahead of the first lien/last out loan with respect to principal, interest and other payments.
(9)
In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, Credit Fund is entitled to receive additional interest as a result of an agreement among lenders as follows: EIP Merger Sub, LLC (Evolve IP) (3.98%) and Surgical Information Systems, LLC (1.01%). Pursuant to the agreement among lenders in respect of these loans, these investments represent a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(10)
As of September 30, 2017, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitments
 
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Advanced Instruments, LLC
 
Revolver
 
0.50
%
 
$
1,333

 
$
(4
)
Alpha Packaging Holdings, Inc.
 
Delayed Draw
 
1.00
%
 
1,780

 

AQA Acquisition Holding, Inc.
 
Revolver
 
0.50
%
 
2,459

 

Borchers, Inc.
 
Revolver
 
0.50
%
 
1,935

 

DecoPac, Inc.
 
Revolver
 
0.50
%
 
1,714

 
(8
)
Jensen Hughes, Inc.
 
Delayed Draw
 
1.00
%
 
1,461

 

Jensen Hughes, Inc.
 
Revolver
 
0.50
%
 
2,000

 

J.S. Held LLC
 
Delayed Draw
 
0.50
%
 
2,253

 
(14
)
North American Dental Management, LLC
 
Delayed Draw
 
1.00
%
 
10,101

 
(99
)
North American Dental Management, LLC
 
Revolver
 
0.50
%
 
3,030

 
(30
)
PSI Services LLC
 
Revolver
 
0.50
%
 
226

 
(4
)
QW Holding Corporation (Quala)
 
Delayed Draw
 
1.00
%
 
7,515

 
(134
)
QW Holding Corporation (Quala)
 
Revolver
 
0.50
%
 
4,948

 
(88
)
Sovos Brands Intermediate, Inc.
 
Revolver
 
0.50
%
 
3,378

 

T2 Systems, Inc.
 
Revolver
 
0.50
%
 
1,173

 
(10
)
Teaching Strategies, LLC
 
Revolver
 
0.50
%
 
1,900

 
(7
)
The Original Cakerie, Ltd. (Canada)
 
Revolver
 
0.50
%
 
1,665

 

Valicor Environmental Services, LLC
 
Delayed Draw
 
1.00
%
 
5,825

 
(55
)
Valicor Environmental Services, LLC
 
Revolver
 
0.50
%
 
4,197

 
(40
)
WRE Holding Corp.
 
Delayed Draw
 
1.00
%
 
4,125

 
(21
)
WRE Holding Corp.
 
Revolver
 
0.50
%
 
823

 
(4
)
Zywave, Inc.
 
Revolver
 
0.50
%
 
1,500

 
13

Total unfunded commitments
 
 
 
 
 
$
65,341

 
$
(505
)
(11)
As of September 30, 2017, this LIBOR loan was indexed to the 30-day LIBOR rate at 1.23%.
(12)
As of September 30, 2017, this LIBOR loan was indexed to the 180-day LIBOR rate at 1.51%.

70



Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
 
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
AM Conservation Holding Corporation (2) (3) (4)
 
Energy: Electricity
 
L + 4.75% (1.00% Floor)
 
10/31/2022
 
$
30,000

 
$
29,721

 
$
29,925

Datapipe, Inc. (2) (3) (4) (11)
 
Telecommunications
 
L + 4.75% (1.00% Floor)
 
3/15/2019
 
9,750

 
9,654

 
9,764

Dimora Brands, Inc. (fka TK USA Enterprises, Inc.) (2) (3) (4) (11)
 
Construction & Building
 
L + 4.50% (1.00% Floor)
 
4/4/2023
 
19,850

 
19,580

 
19,723

Diversitech Corporation (2) (4) (10) (11)
 
Capital Equipment
 
P + 3.50%
 
11/19/2021
 
14,803

 
14,617

 
14,803

DTI Holdco, Inc. (2) (3) (4) (7)
 
High Tech Industries
 
L + 5.25% (1.00% Floor)
 
9/30/2023
 
19,950

 
19,751

 
19,651

DYK Prime Acquisition LLC (2) (3) (4)
 
Chemicals, Plastics & Rubber
 
L + 4.75% (1.00% Floor)
 
4/1/2022
 
5,775

 
5,735

 
5,775

EAG, Inc. (2) (3) (4) (11)
 
Business Services
 
L + 4.25% (1.00% Floor)
 
7/28/2018
 
8,713

 
8,686

 
8,720

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (8)
 
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
22,971

 
22,323

 
22,509

EIP Merger Sub, LLC (Evolve IP) (2) (3) (4) (9)
 
Telecommunications
 
L + 6.25% (1.00% Floor)
 
6/7/2021
 
1,500

 
1,455

 
1,468

Empower Payments Acquisitions, Inc. (2) (3) (7)
 
Media: Advertising, Printing & Publishing
 
L + 5.50% (1.00% Floor)
 
11/30/2023
 
17,500

 
17,154

 
17,279

Generation Brands Holdings, Inc. (2) (3) (4)
 
Durable Consumer Goods
 
L + 5.00% (1.00% Floor)
 
6/10/2022
 
19,900

 
19,712

 
20,099

Jensen Hughes, Inc. (2) (3) (4) (10)
 
Utilities: Electric
 
L + 5.00% (1.00% Floor)
 
12/4/2021
 
20,409

 
20,188

 
20,327

Kestra Financial, Inc. (2) (3) (4)
 
Banking, Finance, Insurance & Real Estate
 
L + 5.25% (1.00% Floor)
 
6/24/2022
 
19,900

 
19,632

 
19,814

MSHC, Inc. (2) (3) (4) (10)
 
Construction & Building
 
L + 5.00% (1.00% Floor)
 
7/19/2021
 
13,177

 
13,062

 
13,003

PAI Holdco, Inc. (Parts Authority) (2) (3) (4)
 
Automotive
 
L + 4.75% (1.00% Floor)
 
12/30/2022
 
9,950

 
9,886

 
9,950

Pasternack Enterprises, Inc. (Infinite RF) (2) (3) (4)
 
Capital Equipment
 
L + 5.00% (1.00% Floor)
 
5/27/2022
 
11,941

 
11,844

 
11,941

Q Holding Company (2) (3) (4)
 
Automotive
 
L + 5.00% (1.00% Floor)
 
12/18/2021
 
13,964

 
13,828

 
13,941

QW Holding Corporation (Quala) (2) (3) (4) (7) (10)
 
Environmental Industries
 
L + 6.75% (1.00% Floor)
 
8/31/2022
 
8,975

 
8,413

 
9,030

RelaDyne Inc. (2) (3) (4) (10)
 
Wholesale
 
L + 5.25% (1.00% Floor)
 
7/22/2022
 
23,514

 
23,117

 
23,443

Restaurant Technologies, Inc. (2) (3) (4)
 
Retail
 
L + 4.75% (1.00% Floor)
 
11/23/2022
 
14,000

 
13,871

 
13,969

Systems Maintenance Services Holding, Inc. (2) (3) (4)
 
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
10/30/2023
 
12,000

 
11,885

 
12,001

T2 Systems Canada, Inc. (2) (3) (4) (11)
 
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
2,700

 
2,635

 
2,727

T2 Systems, Inc. (2) (3) (4) (10) (11)
 
Transportation: Consumer
 
L + 6.75% (1.00% Floor)
 
9/28/2022
 
15,300

 
14,888

 
15,473

The Original Cakerie, Ltd. (Canada) (2) (3) (4) (10)
 
Beverage, Food & Tobacco
 
L + 5.00% (1.00% Floor)
 
7/20/2021
 
7,009

 
6,946

 
7,009

The Original Cakerie, Co. (Canada) (2) (3) (4)
 
Beverage, Food & Tobacco
 
L + 5.50% (1.00% Floor)
 
7/20/2021
 
3,621

 
3,591

 
3,621

U.S. Acute Care Solutions, LLC (2) (3) (4)
 
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
5/15/2021
 
26,400

 
26,154

 
26,336

U.S. Anesthesia Partners, Inc. (2) (3) (4)
 
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
12/31/2019
 
10,374

 
10,275

 
10,362

Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
 
Chemicals, Plastics & Rubber
 
L + 4.50% (1.00% Floor)
 
2/5/2021
 
17,910

 
17,786

 
17,903

WIRB—Copernicus Group, Inc. (2) (3) (4)
 
Health & Pharmaceuticals
 
L + 5.00% (1.00% Floor)
 
8/12/2022
 
7,980

 
7,916

 
8,050

Zest Holdings, LLC (2) (3) (4)
 
Durable Consumer Goods
 
L + 4.75% (1.00% Floor)
 
8/16/2020
 
8,700

 
8,658

 
8,749


71



Consolidated Schedule of Investments as of December 31, 2016
Investments (1)
 
Industry
 
Interest Rate (2)
 
Maturity Date
 
Par/ Principal Amount
 
Amortized Cost (5)
 
Fair Value (6)
First Lien Debt (99.31% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
Zywave, Inc. (2) (3) (4) (7) (10)
 
High Tech Industries
 
L + 5.00% (1.00% Floor)
 
11/17/2022
 
$
17,500

 
$
17,315

 
$
17,434

First Lien Debt Total
 
 
 
 
 
 
 
 
 
$
430,278

 
$
434,799

Second Lien Debt (0.69% of fair value)
 
 
 
 
 
 
 
 
 
 
 
 
Vantage Specialty Chemicals, Inc. (2) (3) (4) (11)
 
Chemicals, Plastics & Rubber
 
L + 8.75% (1.00% Floor)
 
2/5/2022
 
$
2,000

 
$
1,960

 
$
1,987

Zywave, Inc. (2) (3) (4)
 
High Tech Industries
 
L + 9.00% (1.00% Floor)
 
11/17/2023
 
1,050

 
1,034

 
1,043

Second Lien Debt Total
 
 
 
 
 
 
 
 
 
$
2,994

 
$
3,030

Total Investments
 
 
 
 
 
 
 
 
 
$
433,272

 
$
437,829

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

72



First Lien Debt—unfunded delayed draw and revolving term loans commitments
 
Type
 
Unused Fee
 
Par/ Principal Amount
 
Fair Value
Diversitech Corporation
 
Delayed Draw
 
1.00
%
 
$
5,000

 
$

Jensen Hughes, Inc.
 
Revolver
 
0.50
%
 
2,000

 
(7
)
Jensen Hughes, Inc.
 
Delayed Draw
 
0.50
%
 
1,461

 
(5
)
MSHC, Inc.
 
Delayed Draw
 
1.50
%
 
1,790

 
(21
)
QW Holding Corporation (Quala)
 
Revolver
 
1.00
%
 
5,086

 
14

QW Holding Corporation (Quala)
 
Delayed Draw
 
1.00
%
 
5,918

 
17

RelaDyne Inc.
 
Revolver
 
0.50
%
 
2,162

 
(6
)
RelaDyne Inc.
 
Delayed Draw
 
0.50
%
 
1,824

 
(5
)
T2 Systems, Inc.
 
Revolver
 
1.00
%
 
1,955

 
20

The Original Cakerie, Ltd. (Canada)
 
Revolver
 
0.50
%
 
1,665

 

Zywave, Inc.
 
Revolver
 
0.50
%
 
1,500

 
(5
)
Total unfunded commitments
 
 
 
 
 
$
30,361

 
$
2

(11)
As of December 31, 2016, this LIBOR loan was indexed to the 30-day LIBOR rate at 0.77%.
Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2017 and December 31, 2016, respectively. Credit Fund commenced operations in May 2016.
 
 
September 30, 2017
 
December 31, 2016
 
 
(unaudited)
 
 
Selected Consolidated Balance Sheet Information
 
 
 
 
ASSETS
 
 
 
 
Investments, at fair value (amortized cost of $819,461 and $433,272, respectively)
 
$
823,129

 
$
437,829

Cash and other assets
 
21,868

 
11,326

Total assets
 
$
844,997

 
$
449,155

LIABILITIES AND MEMBERS’ EQUITY
 
 
 
 
Secured borrowings
 
$
566,061

 
$
248,540

Mezzanine loans
 
112,300

 
62,384

Other liabilities
 
14,141

 
63,684

Subordinated loans and members’ equity
 
152,495

 
74,547

Liabilities and members’ equity
 
$
844,997

 
$
449,155

 
 
For the three month periods ended
 
For the nine month periods ended
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
Selected Consolidated Statement of Operations Information:
 
 
 
 
 
 
 
 
Total investment income
 
$
14,914

 
$
3,642

 
$
33,802

 
$
3,658

Expenses
 
 
 
 
 
 
 
 
Interest and credit facility expenses
 
8,809

 
1,798

 
21,204

 
1,836

Other expenses
 
356

 
496

 
1,041

 
883

Total expenses
 
9,165

 
2,294

 
22,245

 
2,719

Net investment income (loss)
 
5,749

 
1,348

 
11,557

 
939

Net realized gain (loss) on investments
 

 
41

 

 
41

Net change in unrealized appreciation (depreciation) on investments
 
(2,076
)
 
3,798

 
(889
)
 
3,634

Net increase (decrease) resulting from operations
 
$
3,673

 
$
5,187

 
$
10,668

 
$
4,614

Debt
Credit Fund Facility
On June 24, 2016, Credit Fund entered into the Credit Fund Facility with us pursuant to which Credit Fund may from time to time request mezzanine loans from us, which was subsequently amended on June 5, 2017. The maximum principal amount of the Credit Fund Facility is $125,000. The maturity date of the Credit Fund Facility is June 24, 2018. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.

73



During the three month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $7,600 and $53,200, respectively, and repayments of $8,400 and $22,400, respectively, under the Credit Fund Facility. During the nine month periods ended September 30, 2017 and 2016, there were mezzanine loan borrowings of $91,760 and $54,200, respectively, and repayments of $41,844 and $22,400, respectively, under the Credit Fund Facility. As of September 30, 2017 and December 31, 2016, there were $112,300 and $62,384 in mezzanine loans outstanding, respectively.
Credit Fund Sub Facility
On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2023. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.50%.
During the three month periods ended September 30, 2017 and 2016, there were secured borrowings of $59,900 and $187,225, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. During the nine month periods ended September 30, 2017 and 2016, there were secured borrowings of $357,305 and $206,075, respectively, and repayments of $39,784 and $0, respectively, under the Credit Fund Sub Facility. As of September 30, 2017 and December 31, 2016, there was $566,061 and $248,540 in secured borrowings outstanding, respectively.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Facilities, as well as through securitization of a portion of our existing investments.
The SPV closed on May 24, 2013 on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016 and May 26, 2017. The SPV Credit Facility provides for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $400,000 (the borrowing base as calculated pursuant to the terms of the SPV Credit Facility) and the amount of net cash proceeds and unpledged capital commitments the Company has received, with an accordion feature that can, subject to certain conditions, increase the aggregate maximum credit commitment up to an amount not to exceed $750,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility imposes financial and operating covenants on us and the SPV that restrict our and its business activities. Continued compliance with these covenants will depend on many factors, some of which are beyond our control.
We closed on March 21, 2014 on the Credit Facility, which was subsequently amended on January 8, 2015, May 25, 2016 and March 22, 2017. The maximum principal amount of the Credit Facility is $383,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $550,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $20,000 limit for swingline loans and a $5,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.
Although we believe that we and the SPV will remain in compliance, there are no assurances that we or the SPV will continue to comply with the covenants in the Credit Facility and SPV Credit Facility, as applicable. Failure to comply with these covenants could result in a default under the Credit Facility and/or the SPV Credit Facility that, if we or the SPV were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under the Credit Facility and/or the SPV Credit Facility, and thereby have a material adverse impact on our business, financial condition and results of operations.

74



For more information on the SPV Credit Facility and the Credit Facility, see Note 6 to the consolidated financial statements in Part II, Item 8 of this Form 10-Q.
The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders and for other general corporate purposes.
On June 26, 2015, we completed a $400 million term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the Debt Securitization (the “2015-1 Notes”) were issued by Carlyle GMS Finance MM CLO 2015-1 LLC (the “2015-1 Issuer”), a wholly-owned and consolidated subsidiary of us, and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of $160 million of Aaa/AAA Class A-1A Notes, which bear interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 1.85%; $40 million of Aaa/AAA Class A-1B Notes, which bear interest at the three-month LIBOR plus 1.75% for the first 24 months and the three-month LIBOR plus 2.05% thereafter; $27 million of Aaa/AAA Class A-1C Notes, which bear interest at 3.75%; and $46 million of Aa2 Class A-2 Notes which bear interest at the three-month LIBOR plus 2.70%. The 2015-1 Notes were issued at par and are scheduled to mature on July 15, 2027. We received 100% of the preferred interests (the “Preferred Interests”) issued by the 2015-1 Issuer on the closing date of the 2015-1 Debt Securitization in exchange for our contribution to the Issuer of the initial closing date loan portfolio. The Preferred Interests do not bear interest and had a nominal value of $125.9 million at closing. In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in the consolidated financial statements included in Part I, Item 1 of this Form 10-Q. The Preferred Interests were eliminated in consolidation. For more information on the 2015-1 Notes, see Note 7 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
As of September 30, 2017 and December 31, 2016, the Company had $35,149 and $38,489, respectively, in cash and cash equivalents. The Facilities consisted of the following as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
Total Facility
 
Borrowings Outstanding
 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility
$
400,000

 
$
329,769

 
$
70,231

 
$
2,664

Credit Facility
383,000

 
249,000

 
134,000

 
134,000

Total
$
783,000

 
$
578,769

 
$
204,231

 
$
136,664

 
December 31, 2016
 
Total Facility
 
Borrowings Outstanding
 
Unused Portion (1)
 
Amount Available (2)
SPV Credit Facility
$
400,000

 
$
252,885

 
$
147,115

 
$
5,988

Credit Facility
220,000

 
169,000

 
51,000

 
51,000

Total
$
620,000

 
$
421,885

 
$
198,115

 
$
56,988

(1)
The unused portion is the amount upon which commitment fees are based.
(2)
Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

The following were the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1 Notes as of September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Aaa/AAA Class A-1A Notes
$
160,000

 
$
160,030

 
$
160,000

 
$
160,072

Aaa/AAA Class A-1B Notes
40,000

 
40,009

 
40,000

 
39,960

Aaa/AAA Class A-1C Notes
27,000

 
27,009

 
27,000

 
26,951

Aa2 Class A-2 Notes
46,000

 
46,008

 
46,000

 
45,784

Total
$
273,000

 
$
273,056


$
273,000

 
$
272,767


As of September 30, 2017, we had a combined $851,769 of outstanding consolidated indebtedness under our Facilities and 2015-1 Notes. Our annualized interest cost as of September 30, 2017, was 3.37%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees).

75



Equity Activity
On June 9, 2017, in connection with the NFIC Acquisition, the Company issued 434,233 shares of common stock valued at approximately $8,046. See Note 13 to the consolidated financial statements in Part II, Item 8 of this Form 10-Q for additional information regarding the NFIC Acquisition.
On June 19, 2017, we closed our IPO, issuing 9,454,200 shares of our common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the NASDAQ Global Select Market under the symbol “CGBD” on June 14, 2017. Upon the completion of the IPO, uncalled capital commitments payable to the Company by the Company’s pre-IPO investors were automatically reduced to zero.
Shares issued as of September 30, 2017 and December 31, 2016 were 61,859,848 and 41,702,318, respectively.
The following table summarizes activity in the number of shares of our common stock outstanding during the nine month periods ended September 30, 2017 and 2016:
 
For the nine month periods ended
 
September 30, 2017
 
September 30, 2016
Shares outstanding, beginning of period
41,702,318

 
31,524,083

Common stock issued
20,146,560

 
8,256,770

Reinvestment of dividends
10,970

 
10,629

Shares outstanding, end of period
61,859,848

 
39,791,482

Contractual Obligations
A summary of our significant contractual payment obligations was as follows as of September 30, 2017 and December 31, 2016:
 
 
SPV Credit Facility and Credit Facility
 
2015-1 Notes
Payment Due by Period
 
September 30, 2017
 
December 31, 2016
 
September 30, 2017
 
December 31, 2016
Less than 1 Year
 
$

 
$

 
$

 
$

1-3 Years
 

 

 

 

3-5 Years
 
578,769

 
421,885

 

 

More than 5 Years
 

 

 
273,000

 
273,000

Total
 
$
578,769

 
$
421,885

 
$
273,000

 
$
273,000

As of September 30, 2017 and December 31, 2016, $329,769 and $252,885, respectively, of secured borrowings were outstanding under the SPV Credit Facility, $249,000 and $169,000, respectively, were outstanding under the Credit Facility and $273,000 of 2015-1 Notes were outstanding. For the three month and nine month periods ended September 30, 2017, we incurred $5,922 and $16,694, respectively, of interest expense and $309 and $925, respectively, of unused commitment fees. For the three month and nine month periods ended September 30, 2016, we incurred $4,051 and $11,475, respectively, of interest expense and $351 and $1,034, respectively, of unused commitment fees.
OFF BALANCE SHEET ARRANGEMENTS
In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of September 30, 2017 and December 31, 2016 included in Part I, Item 1 of this Form 10-Q for any such exposure.
We have in the past and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.
We had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:

76



 
Principal Amount as of
 
September 30, 2017
 
December 31, 2016
Unfunded delayed draw commitments
$
94,140

 
$
35,704

Unfunded revolving term loan commitments
37,683

 
24,063

Total unfunded commitments
$
131,823

 
$
59,767

Pursuant to an undertaking by us in connection with the 2015-1 Debt Securitization, we agreed to hold on an ongoing basis Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remains outstanding. As of September 30, 2017, we were in compliance with this undertaking.
DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERS
Prior to July 5, 2017, we had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, we converted our “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. We intend to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless we instruct the plan administrator otherwise.
The following table summarizes our dividends declared and payable since inception through September 30, 2017:
Date Declared
 
Record Date
 
Payment Date
 
Per Share Amount
 
Total Amount
 
Annualized Dividend Yield (1)
March 13, 2014
 
March 31, 2014
 
April 14, 2014
 
$
0.19

 
$
2,449

 
4.76
%
June 26, 2014
 
June 30, 2014
 
July 14, 2014
 
$
0.27

 
$
3,481

 
5.52
%
September 12, 2014
 
September 18, 2014
 
October 9, 2014
 
$
0.44

 
$
5,956

 
9.23
%
December 19, 2014
 
December 29, 2014
 
January 26, 2015
 
$
0.35

 
$
6,276

 
8.17
%
March 11, 2015
 
March 13, 2015
 
April 17, 2015
 
$
0.37

 
$
7,833

 
8.58
%
June 24, 2015
 
June 30, 2015
 
July 22, 2015
 
$
0.37

 
$
9,902

 
9.03
%
September 24, 2015
 
September 24, 2015
 
October 22, 2015
 
$
0.42

 
$
11,670

 
8.91
%
December 29, 2015
 
December 29, 2015
 
January 22, 2016
 
$
0.40

 
$
12,610

 
8.97
%
December 29, 2015
 
December 29, 2015
 
January 22, 2016
 
$
0.18

(2)
$
5,674

 
4.03
%
March 10, 2016
 
March 14, 2016
 
April 22, 2016
 
$
0.40

 
$
13,337

 
9.26
%
June 8, 2016
 
June 8, 2016
 
July 22, 2016
 
$
0.40

 
$
13,943

 
9.23
%
September 28, 2016
 
September 28, 2016
 
October 24, 2016
 
$
0.40

 
$
15,917

 
9.37
%
December 29, 2016
 
December 29, 2016
 
January 24, 2017
 
$
0.41

 
$
17,098

 
9.09
%
December 29, 2016
 
December 29, 2016
 
January 24, 2017
 
$
0.07

(2)
$
2,919

 
1.55
%
March 20, 2017
 
March 20, 2017
 
April 24, 2017
 
$
0.41

 
$
17,100

 
9.07
%
June 20, 2017
 
June 30, 2017
 
July 18, 2017
 
$
0.37

 
$
22,720

 
8.22
%
August 7, 2017
 
September 29, 2017
 
October 18, 2017
 
$
0.37

 
$
22,888

 
7.86
%
(1)
For dividends declared prior to the IPO, annualized dividend yield is calculated by dividing the declared dividend by the weighted average of the net asset value at the beginning of the quarter and the capital called during the quarter and annualizing over 4 quarterly periods. For dividends declared after the IPO closed on June 19, 2017, annualized dividend

77



yield is calculated by dividing the declared dividend by the closing market price for the quarter and annualizing over 4 quarterly periods.
(2)
Represents a special dividend.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in connection with our consolidated financial statements in Part I, Item 1 of this Form 10-Q and in Part II, Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2016.
Fair Value Measurements
The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to US GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) the Audit Committee of the Board of Directors (the “Audit Committee”) reviews the assessments of the Investment Adviser and the third-party valuation firm and provides the Board of Directors with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
 
the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and

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

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

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

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.
Valuation Risk
Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.
Interest Rate Risk
As of September 30, 2017, on a fair value basis, approximately 1% of our debt investments bear interest at a fixed rate and approximately 99% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Interest rates on the investments held within our portfolio of investments are typically based on floating LIBOR, with many of these investments also having a LIBOR floor. Additionally, our Facilities are also subject to floating interest rates and are currently paid based on floating LIBOR rates.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.
The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our settled portfolio of debt investments held as of September 30, 2017 and December 31, 2016, excluding structured finance obligations and Credit Fund. These hypothetical calculations are based on a model of the settled debt investments in our portfolio, excluding structured finance obligations and Credit Fund, held as of September 30, 2017 and December 31, 2016, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings and 2015-1 Notes as of September 30, 2017 and December 31, 2016 and based on the terms of our Facilities and 2015-1 Notes. Interest expense on our Facilities and 2015-1 Notes is calculated using the interest rate as of September 30, 2017 and December 31, 2016, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest income.
We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2017 and December 31, 2016, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments), excluding structured finance obligations and Credit Fund, and outstanding secured borrowings and 2015-1 Notes assuming no changes in our investment and borrowing structure:
 
As of September 30, 2017
 
As of December 31, 2016
Basis Point Change
Interest
Income
 
Interest
Expense
 
Net
Investment
Income
 
Interest
Income
 
Interest
Expense
 
Net
Investment
Income
Up 300 basis points
$
52,304

 
$
(24,803
)
 
$
27,501

 
$
40,324

 
$
(20,037
)
 
$
20,287

Up 200 basis points
$
34,869

 
$
(16,535
)
 
$
18,334

 
$
26,848

 
$
(13,358
)
 
$
13,490

Up 100 basis points
$
17,435

 
$
(8,268
)
 
$
9,167

 
$
13,372

 
$
(6,679
)
 
$
6,693

Down 100 basis points
$
(5,280
)
 
$
8,268

 
$
2,988

 
$
(132
)
 
$
6,282

 
$
6,150

Down 200 basis points
$
(5,986
)
 
$
10,554

 
$
4,568

 
$
(132
)
 
$
6,282

 
$
6,150

Down 300 basis points
$
(6,308
)
 
$
10,554

 
$
4,246

 
$
(132
)
 
$
6,282

 
$
6,150


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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer and Treasurer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer and Treasurer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three month period ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.
The Company may become party to certain lawsuits in the ordinary course of business. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 11 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors.
Except for as set forth below, there have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2016. For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 21, 2017, which is accessible on the SEC’s website at sec.gov.
There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind interest.
OID may arise if we hold securities issued at a discount or in certain other circumstances. OID and PIK create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, while the Investment Adviser will be under no obligation to reimburse us for these fees.
The higher interest rates of OID instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID instruments generally represent a significantly higher credit risk than coupon loans. Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.
OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID income may also create uncertainty about the source of our cash dividends.
For accounting purposes, any cash dividends to stockholders representing OID income are not treated as coming from paid-in capital, even if the cash to pay them comes from the proceeds of issuances of our common stock. As a result, despite the fact that a dividend representing OID income could be paid out of amounts invested by our stockholders, the Investment Company Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.
PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the incentive fees payable to the Investment Adviser. Similarly, all things being equal, the deferral associated with PIK interest also increases the loan-to-value ratio at a compounding rate.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for shares of our common stock that prevail in the market may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
price and volume fluctuations in the overall stock market from time to time;
the inclusion or exclusion of our stock from certain indices;
changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
any loss of RIC or BDC status;
changes in earnings or perceived changes or variations in operating results;
changes or perceived changes in the value of our portfolio of investments;
changes in accounting guidelines governing valuation of our investments;

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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
the inability of our Investment Adviser to employ additional experienced investment professionals or the departure of any of our Investment Adviser’s key personnel;
short-selling pressure with respect to shares of our common stock or BDCs generally;
future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities;
uncertainty surrounding the strength of the U.S. economic recovery and the policies of the new presidential administration;
concerns regarding European sovereign debt;
fluctuations in base interest rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate;
operating performance of companies comparable to us;
general economic trends and other external factors; and
loss of a major funding source.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.
Purchases of our common stock under the 10b5-1 Plan may result in the price of our common stock being higher than the price that otherwise might exist in the open market.
Certain individuals affiliated with Carlyle have adopted a 10b5-1 plan (the “10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which the participants will buy up to $15 million in the aggregate of our common stock in the open market during the period beginning July 17, 2017 and ending on the earlier of the date on which the capital committed to the 10b5-1 Plan has been exhausted or June 19, 2018, subject to certain conditions. An affiliate of Morgan Stanley will serve as the plan administrator. The 10b5-1 Plan will require Morgan Stanley, as the plan administrator, to purchase shares of common stock (i) starting on July 17, 2017 and ending when the Company publishes its net asset value per share for the quarter ended June 30, 2017, when the market price per share is $0.01 or more below the IPO offering price of $18.50 per share, and (ii) upon the public announcement of the Company’s net asset value per share for the quarter ended June 30, 2017 and through June 19, 2018, when the market price per share is below the Company’s most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). Whether purchases will be made pursuant to the 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Upon completion of the IPO, we had 60,966,283 shares of common stock outstanding, excluding 434,233 shares issued in association with the NFIC Acquisition and excluding 5,132 shares issued pursuant to the dividend reinvestment plan. Following the IPO and the expiration of applicable lock-up periods, sales of substantial amounts of our common stock, or the availability of such shares for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.
Our stockholders may experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.
Effective on July 5, 2017, we converted our current “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan, pursuant to which all dividends declared in cash payable to stockholders that do not elect to receive their distributions in cash will be automatically reinvested in shares of our common stock, rather than receiving cash. As a result, our stockholders that “opt out” of our dividend reinvestment plan may experience dilution in their ownership percentage of our common stock

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over time. See “Dividends and Distributions to Common Stockholders” in Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a description of our dividend policy and obligations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Except as previously reported by the Company on Form 8-K, we did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits.
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
(1) Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed by the Company on September 20, 2017 (File No. 814-00995)
* Filed herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
TCG BDC, INC.
 
 
 
Dated: November 7, 2017
By
  
/s/ Venugopal Rathi
 
 
  
Venugopal Rathi
Chief Financial Officer
(principal financial and accounting officer)

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