Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
TCG BDC, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
95
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
97
Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020
98
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
99
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
100
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
101
Consolidated Schedules of Investments as of December 31, 2021 and 2020
102
Notes to Consolidated Financial Statements
130
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
TCG BDC, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of TCG BDC, Inc. (the “Company”), including the consolidated schedules of investments, as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2021 and 2020, by correspondence with the custodian, directly with counterparties and management of the portfolio companies, debt agents and brokers, as applicable, or by other appropriate auditing procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Valuation of investments using significant unobservable inputs
Description of the Matter
At December 31, 2021, the fair value of the Company's investments categorized in Level III of the fair value hierarchy (Level III investments) totaled $1.835 billion . As discussed in Note 3 to the consolidated financial statements (Note 3), management determined the fair value of the Company’s Level III investments by using valuation techniques such as comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses and using inputs which were significant to the valuation of these investments, such as observable market inputs, updated credit statistics, and significant unobservable inputs (significant inputs). The significant unobservable inputs used to determine fair value required significant management judgment or estimation and, as disclosed in Note 3, included discount rates, comparable multiples, recovery rates, default rates, and indicative quotes.
Auditing the fair value of the Company's Level III investments was complex and judgmental due to the valuation techniques and significant unobservable inputs used by the Company to determine fair value.
How We Addressed the Matter in our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's investment valuation process. This included controls over management’s assessment of the valuation techniques and significant inputs used by management to determine the fair value measurements.
To test the valuation of the Company’s Level III investments, our audit procedures included, among others, evaluating the valuation techniques and significant inputs used by the Company. For each Level III investment, we gained an understanding of the valuation technique(s) and significant inputs used to value the investment and reviewed the information considered by the Board of Directors relating to the valuation. Our procedures also included testing, for a sample of Level III investments, significant inputs and the mathematical accuracy of the Company's valuation models.
For example, we compared market spreads, market value (EBITDA) multiples of publicly traded comparable companies, available precedent sales transactions of comparable companies, default rates and recovery rates to information available from third-party market research providers. We also compared certain of the significant inputs to underlying sources like public and private credit ratings and the most recently available portfolio company financial statements and compliance certificates provided by management. To evaluate the reasonableness of the unobservable inputs, we assessed whether these inputs were developed in a manner consistent with the Company’s valuation policies and in some instances, with the assistance of our valuation specialists, we independently developed fair value estimates using portfolio company and market information and compared them to the Company's estimates. We searched for and evaluated information that corroborated or contradicted the Company's significant inputs. We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the Company's year-end valuations.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
New York, NY
February 22, 2022
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
TCG BDC, Inc.
Opinion on Internal Control over Financial Reporting
We have audited TCG BDC, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, TCG BDC, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 22, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, NY
February 22, 2022
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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollar amounts in thousands, except per share data)
December 31, 2021 December 31, 2020
ASSETS
Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,631,067 and $1,574,182, respectively) $ 1,607,731 $ 1,509,271
Investments—non-controlled/affiliated, at fair value (amortized cost of $38,462 and $37,571, respectively) 30,286 26,180
Investments—controlled/affiliated, at fair value (amortized cost of $288,024 and $311,213, respectively) 275,035 290,298
Total investments, at fair value (amortized cost of $1,957,553 and $1,922,966, respectively) 1,913,052 1,825,749
Cash, cash equivalents and restricted cash 93,074 68,419
Receivable for investment sold 530 4,313
Deferred financing costs 3,066 3,633
Interest receivable from non-controlled/non-affiliated investments 11,011 12,634
Interest receivable from non-controlled/affiliated investments 611 569
Interest and dividend receivable from controlled/affiliated investments 8,522 6,480
Prepaid expenses and other assets 1,484 816
Total assets $ 2,031,350 $ 1,922,613
LIABILITIES
Secured borrowings (Note 7)
$ 407,655 $ 347,949
2015-1R Notes payable, net of unamortized debt issuance costs of $2,417 and $2,664, respectively (Note 8) 446,783 446,536
Senior Notes, net of unamortized debt issuance costs of $416 and $562, respectively (Note 8) 189,584 189,438
Payable for investments purchased 323 809
Interest and credit facility fees payable (Notes 7 and 8) 2,467 2,439
Dividend payable (Note 10) 20,705 19,892
Base management and incentive fees payable (Note 4) 11,819 11,549
Administrative service fees payable (Note 4) 482 85
Other accrued expenses and liabilities 2,728 2,553
Total liabilities 1,082,546 1,021,250
Commitments and contingencies (Notes 9 and 12)
NET ASSETS
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020 50,000 50,000
Common stock, $0.01 par value; 198,000,000 shares authorized; 53,142,454 and 55,320,309 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively 532 553
Paid-in capital in excess of par value 1,052,427 1,081,436
Offering costs (1,633) (1,633)
Total distributable earnings (loss) (152,522) (228,993)
Total net assets $ 948,804 $ 901,363
NET ASSETS PER COMMON SHARE $ 16.91 $ 15.39
The accompanying notes are an integral part of these consolidated financial statements.
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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
For the years ended December 31,
2021 2020 2019
Investment income:
From non-controlled/non-affiliated investments:
Interest income $ 134,420 $ 146,291 $ 184,529
Other income 6,366 10,974 7,329
Total investment income from non-controlled/non-affiliated investments 140,786 157,265 191,858
From non-controlled/affiliated investments:
Interest income 173 14 1,209
Other income 10 — —
Total investment income from non-controlled/affiliated investments 183 14 1,209
From controlled/affiliated investments:
Interest income 185 3,611 12,481
Dividend income 30,063 21,228 15,750
Other income 21 — —
Total investment income from controlled/affiliated investments 30,269 24,839 28,231
Total investment income 171,238 182,118 221,298
Expenses:
Base management fees (Note 4) 28,343 28,648 31,316
Incentive fees (Note 4) 17,680 18,555 22,872
Professional fees 3,165 3,082 2,745
Administrative service fees (Note 4) 1,338 679 539
Interest expense (Notes 7 and 8) 28,829 35,820 50,587
Credit facility fees (Note 7) 1,924 3,761 3,079
Directors’ fees and expenses 561 398 353
Other general and administrative 1,765 1,795 1,738
Total expenses 83,605 92,738 113,229
Net investment income (loss) before taxes 87,633 89,380 108,069
Excise tax expense 782 573 404
Net investment income (loss) 86,851 88,807 107,665
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) from:
Non-controlled/non-affiliated investments 19,035 (58,473) (29,285)
Non-controlled/affiliated investments 3 — —
Controlled/affiliated investments — — (9,091)
Currency gains (losses) on non-investment assets and liabilities (177) 497 33
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments 41,541 (11,629) 4,734
Non-controlled/affiliated investments 3,215 (900) (4,704)
Controlled/affiliated investments 7,925 (7,127) (6,083)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities 1,960 (4,346) (1,939)
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities 73,502 (81,978) (46,335)
Net increase (decrease) in net assets resulting from operations 160,353 6,829 61,330
Preferred stock dividend 3,500 2,275 —
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 156,853 $ 4,554 $ 61,330
Basic and diluted earnings per common share (Note 10)
Basic $ 2.89 $ 0.08 $ 1.02
Diluted $ 2.69 $ 0.08 $ 1.02
Weighted-average shares of common stock outstanding (Note 10)
Basic 54,244,432 56,421,137 60,189,502
Diluted 59,531,683 56,421,137 60,189,502
The accompanying notes are an integral part of these consolidated financial statements.
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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollar amounts in thousands)
For the years ended December 31,
2021 2020 2019
Increase (decrease) in net assets resulting from operations:
Net investment income (loss) $ 86,851 $ 88,807 $ 107,665
Net realized gain (loss) 18,861 (57,976) (38,343)
Net change in unrealized appreciation (depreciation) on investments 52,681 (19,656) (6,053)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities 1,960 (4,346) (1,939)
Net increase (decrease) in net assets resulting from operations 160,353 6,829 61,330
Capital transactions:
Preferred stock issued — 50,000 —
Repurchase of common stock (28,439) (27,254) (64,717)
Dividends declared (Note 10) (84,473) (84,683) (103,360)
Net increase (decrease) in net assets resulting from capital share transactions (112,912) (61,937) (168,077)
Net increase (decrease) in net assets 47,441 (55,108) (106,747)
Net assets at beginning of year 901,363 956,471 1,063,218
Net assets at end of year $ 948,804 $ 901,363 $ 956,471
The accompanying notes are an integral part of these consolidated financial statements.
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TCG BDC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
For the years ended December 31,
2021 2020 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 160,353 $ 6,829 $ 61,330
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 1,342 2,133 1,864
Net accretion of discount on investments (9,383) (8,186) (12,955)
Paid-in-kind interest (9,178) (6,145) (7,958)
Net realized (gain) loss (19,038) 57,976 38,343
Net realized currency (gain) loss on non-investment assets and liabilities 177 — —
Net change in unrealized (appreciation) depreciation on investments (52,681) 19,656 6,053
Net change in unrealized currency (gains) losses on non-investment assets and liabilities (1,960) 4,346 1,939
Cost of investments purchased and change in payable for investments purchased (842,981) (620,829) (994,374)
Proceeds from contribution of investments to Credit Fund II — 168,897 —
Proceeds from sales and repayments of investments and change in receivable for investments sold 849,039 688,798 819,084
Changes in operating assets:
Interest receivable 1,581 (3,741) (3,606)
Dividend receivable (2,042) 365 560
Prepaid expenses and other assets (668) (96) (188)
Changes in operating liabilities:
Due to Investment Adviser — — (236)
Interest and credit facility fees payable 28 (4,325) (736)
Base management and incentive fees payable 270 (1,687) (598)
Administrative service fees payable 397 8 (17)
Other accrued expenses and liabilities 175 1,160 (397)
Net cash provided by (used in) operating activities 75,431 305,159 (91,892)
Cash flows from financing activities:
Proceeds from issuance of preferred stock — 50,000 —
Repurchase of common stock (28,439) (27,254) (64,717)
Borrowings on SPV Credit Facility and Credit Facility 419,205 452,833 755,179
Repayments of SPV Credit Facility and Credit Facility (357,500) (725,469) (655,209)
Proceeds from issuance of Senior Notes, net of unamortized debt issuance costs — 74,438 115,000
Debt issuance costs paid (382) (1,488) (1,699)
Dividends paid in cash (83,660) (96,551) (107,097)
Net cash provided by (used in) financing activities (50,776) (273,491) 41,457
Net increase (decrease) in cash and cash equivalents 24,655 31,668 (50,435)
Cash, cash equivalents and restricted cash, beginning of year 68,419 36,751 87,186
Cash, cash equivalents and restricted cash, end of year $ 93,074 $ 68,419 $ 36,751
Supplemental disclosures:
Interest paid during the year $ 29,355 $ 33,149 $ 49,981
Taxes, including excise tax, paid during year $ 641 $ 391 $ 225
Dividends declared during the year $ 84,473 $ 84,683 $ 103,360
Credit Fund II members’ interest received in consideration of contribution of investments (Note 6) $ — $ 78,096 $ —
The accompanying notes are an integral part of these consolidated financial statements.
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TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
First Lien Debt (62.1% of fair value)
Advanced Web Technologies Holding Company ^* (2)(3)(14) Containers, Packaging & Glass L + 5.75% 6.75% 12/17/2020 12/17/2026 $ 7,177 $ 6,970 $ 7,297 0.77 %
Airnov, Inc. ^* (2)(3)(14) Containers, Packaging & Glass L + 5.00% 6.00% 12/20/2019 12/19/2025 1,862 1,833 1,862 0.20
Allied Universal Holdco LLC ^ (2)(3) Business Services L + 4.25% 4.46% 2/17/2021 7/10/2026 497 500 498 0.04
American Physician Partners, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 6.75%, 1.50% PIK 9.25% 1/7/2019 2/21/2022 27,908 27,886 27,908 2.94
Analogic Corporation ^* (2)(3)(14) Capital Equipment L + 5.25% 6.25% 6/22/2018 6/22/2024 2,434 2,412 2,408 0.25
Applied Technical Services, LLC ^ (2)(3)(14) Business Services L + 5.75% 6.75% 12/29/2020 12/29/2026 536 525 536 0.06
Appriss Health, LLC ^ (2)(3)(14) Healthcare & Pharmaceuticals L + 7.25% 8.25% 5/6/2021 5/6/2027 43,247 42,406 43,295 4.56
Apptio, Inc. ^ (2)(3)(14) Software L + 7.25% 8.25% 1/10/2019 1/10/2025 6,131 6,044 6,130 0.65
Ascend Buyer, LLC ^ (2)(3)(14) Containers, Packaging & Glass L + 5.75% 6.50% 9/30/2021 9/30/2028 12,838 12,569 12,618 1.33
Associations, Inc. ^ (2)(3)(14) Construction & Building L + 4.00%, 2.50% PIK 7.50% 7/2/2021 7/2/2027 11,570 11,457 11,599 1.22
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^* (2)(3)(7) Software L + 6.00% 7.00% 12/24/2019 12/24/2026 32,488 31,870 29,269 3.08
Avenu Holdings, LLC * (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2018 9/28/2024 13,545 13,451 13,545 1.43
Barnes & Noble, Inc. ^ (2)(3)(11) Retail L + 6.50% 7.50% 8/7/2019 12/20/2026 28,932 27,926 28,146 2.97
BlueCat Networks, Inc. (Canada) * (2)(3)(7) High Tech Industries L + 6.25% 7.25% 10/30/2020 10/30/2026 11,468 11,270 11,583 1.22
BMS Holdings III Corp. ^ (2)(3)(14) Construction & Building L + 5.50% 6.50% 9/30/2019 9/30/2026 — (180) (149) (0.02)
Bubbles Bidco S.P.A. (Italy) ^ (2)(3)(7)(14) Consumer Goods: Non-Durable L + 9.25% (100% PIK) 9.25% 10/20/2021 10/20/2028 € 4,700 5,312 5,167 0.54
Bubbles Bidco S.P.A. (Italy) ^ (2)(3)(7)(14) Consumer Goods: Non-Durable L + 6.25% 6.25% 10/20/2021 10/20/2028 € — (9) (9) —
Captive Resources Midco, LLC ^* (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 6/30/2015 5/31/2027 10,223 10,104 10,152 1.07
Chartis Holding, LLC ^* (2)(3)(14) Business Services L + 5.50% 6.50% 5/1/2019 5/1/2025 694 686 694 0.07
Chemical Computing Group ULC (Canada) ^* (2)(3)(7)(14) Software L + 4.50% 5.50% 8/30/2018 8/30/2024 466 465 464 0.05
Chudy Group, LLC ^ (2)(3)(14) Healthcare & Pharmaceuticals L + 5.75% 6.75% 6/30/2021 6/30/2027 826 812 841 0.09
CircusTrix Holdings, LLC ^* (2)(3) Hotel, Gaming & Leisure L + 5.50%, 2.50% PIK 9.00% 2/2/2018 1/16/2024 10,544 10,523 9,415 0.99
CircusTrix Holdings, LLC ^ (2)(3) Hotel, Gaming & Leisure L + 5.50%, 2.50% PIK 9.00% 1/8/2021 7/16/2023 697 640 697 0.07
Cobblestone Intermediate Holdco LLC ^ (2)(3) Consumer Services L + 5.50% 6.25% 1/29/2020 1/29/2026 723 718 712 0.08
Comar Holding Company, LLC ^* (2)(3)(14) Containers, Packaging & Glass L + 5.75% 6.75% 6/18/2018 6/18/2024 26,443 26,152 25,855 2.73
Cority Software Inc. (Canada) ^* (2)(3)(7)(14) Software L + 5.00% 6.00% 7/2/2019 7/2/2026 10,515 10,334 10,510 1.11
Cority Software Inc. (Canada) ^ (2)(3)(7) Software L + 7.00% 8.00% 9/3/2020 7/2/2026 1,879 1,833 1,900 0.20
DCA Investment Holding, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 6.25% 7.00% 3/11/2021 3/12/2027 10,841 10,680 10,777 1.14
102
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Derm Growth Partners III, LLC ^ (2)(3)(8) Healthcare & Pharmaceuticals L + 6.25% 7.25% 5/31/2016 5/31/2022 $ 55,808 $ 50,996 $ 37,471 3.95 %
DermaRite Industries, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 7.00% 8.00% 3/3/2017 3/3/2022 19,558 19,546 15,961 1.68
Designer Brands Inc. ^ (2)(3)(7) Retail L + 8.50% 9.75% 8/7/2020 8/7/2025 17,046 16,718 16,846 1.78
Diligent Corporation ^ (2)(3)(14) Telecommunications L + 6.25% 7.25% 8/4/2020 8/4/2025 603 588 615 0.06
DTI Holdco, Inc. ^ (2)(3) High Tech Industries L + 4.75% 5.75% 12/18/2018 9/30/2023 1,934 1,883 1,907 0.20
Dwyer Instruments, Inc ^* (2)(3)(14) Capital Equipment L + 5.50% 6.25% 7/21/2021 7/21/2027 2,463 2,383 2,452 0.26
Ellkay, LLC ^ (2)(3)(14) Healthcare & Pharmaceuticals L + 5.75% 6.75% 9/14/2021 9/14/2027 14,249 13,943 13,923 1.47
Emergency Communications Network, LLC ^* (2)(3) Telecommunications L + 2.625%, 5.125% PIK 8.75% 6/1/2017 6/1/2023 25,261 25,201 21,814 2.30
EPS Nass Parent, Inc. ^ (2)(3)(14) Utilities: Electric L + 5.75% 6.75% 4/19/2021 4/19/2028 887 869 878 0.09
Ethos Veterinary Health LLC ^ (2)(3) Consumer Services L + 4.75% 4.85% 5/17/2019 5/15/2026 2,586 2,569 2,586 0.27
EvolveIP, LLC ^* (2)(3)(14) Telecommunications L + 5.50% 6.50% 11/26/2019 6/7/2025 5,468 5,461 5,436 0.57
Frontline Technologies Holdings, LLC ^* (2)(3) Software L + 5.25% 6.25% 9/18/2017 9/18/2023 3,068 3,056 3,068 0.32
Greenhouse Software, Inc. ^ (2)(3)(14) Software L + 6.50% 7.50% 3/1/2021 3/1/2027 15,196 14,858 14,870 1.57
Harbour Benefit Holdings, Inc. ^* (2)(3)(14) Business Services L + 5.25% 6.25% 12/13/2017 12/13/2024 9,451 9,377 9,336 0.98
Heartland Home Services, Inc ^* (2)(3)(14) Consumer Services L + 6.00% 7.00% 12/15/2020 12/15/2026 7,314 7,169 7,371 0.78
Hercules Borrower LLC ^* (2)(3)(14) Environmental Industries L + 6.50% 7.50% 12/14/2020 12/14/2026 18,453 17,987 18,865 1.99
Higginbotham Insurance Agency, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 11/25/2020 11/25/2026 4,978 4,916 4,978 0.52
Hoosier Intermediate, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 5.50% 6.50% 11/15/2021 11/15/2028 16,479 16,108 16,101 1.70
iCIMS, Inc. ^ (2)(3) Software L + 6.50% 7.50% 9/12/2018 9/12/2024 1,671 1,652 1,670 0.18
Individual FoodService Holdings, LLC ^* (2)(3)(14) Wholesale L + 6.25% 7.25% 2/21/2020 11/22/2025 8,129 7,958 8,143 0.86
Infront Luxembourg Finance S.À R.L. (Luxembourg) ^ (2)(3)(7) Hotel, Gaming & Leisure L + 9.00% 9.00% 5/28/2021 5/28/2027 € 8,250 9,777 9,134 0.96
Integrity Marketing Acquisition, LLC * (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 1/15/2020 8/27/2025 4,920 4,864 4,896 0.52
Integrity Marketing Acquisition, LLC ^ (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 12/3/2021 8/27/2025 — (75) (51) (0.01)
Jeg's Automotive, LLC ^* (2)(3)(14) Automotive L + 5.75% 6.75% 12/22/2021 12/22/2027 30,000 29,203 29,200 3.08
K2 Insurance Services, LLC ^* (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/3/2019 7/1/2026 3,364 3,305 3,357 0.35
Kaseya, Inc. ^ (2)(3)(14) High Tech Industries L + 5.50%, 1.00% PIK 7.50% 5/3/2019 5/3/2025 18,972 18,716 18,848 1.99
Lifelong Learner Holdings, LLC ^ (2)(3)(14) Business Services L + 5.75% 6.75% 10/18/2019 10/18/2026 26,210 25,830 24,035 2.53
LinQuest Corporation * (2)(3) Aerospace & Defense L + 5.75% 6.50% 7/28/2021 7/28/2028 9,975 9,785 9,816 1.03
Liqui-Box Holdings, Inc. ^ (2)(3)(14) Containers, Packaging & Glass L + 4.50% 5.50% 6/3/2019 6/3/2024 1,490 1,475 1,229 0.13
LVF Holdings, Inc. ^* (2)(3)(14) Beverage, Food & Tobacco L + 6.25% 7.25% 6/10/2021 6/10/2027 41,227 40,356 40,056 4.22
103
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Material Holdings, LLC ^* (2)(3)(14) Business Services L + 5.75% 6.50% 8/19/2021 8/19/2027 $ 6,906 $ 6,741 $ 6,800 0.72 %
Maverick Acquisition, Inc. ^* (2)(3)(14) Aerospace & Defense L + 6.00% 7.00% 6/1/2021 6/1/2027 35,962 35,192 35,061 3.70
Medical Manufacturing Technologies, LLC ^ (2)(3)(14) Healthcare & Pharmaceuticals SOFR + 6.00% 7.00% 12/23/2021 12/23/2027 21,280 20,654 20,652 2.18
MMIT Holdings, LLC ^ (2)(3)(14) High Tech Industries L + 6.25% 7.25% 9/15/2021 9/15/2027 11,087 10,858 10,853 1.14
National Technical Systems, Inc. ^ (2)(3)(14) Aerospace & Defense L + 5.50% 6.50% 10/28/2020 6/12/2023 1,167 1,151 1,167 0.12
NES Global Talent Finance US, LLC (United Kingdom) ^ (2)(3)(7) Energy: Oil & Gas L + 5.50% 6.50% 5/9/2018 5/11/2023 9,688 9,634 9,424 0.99
NMI AcquisitionCo, Inc. ^* (2)(3)(14) High Tech Industries L + 5.75% 6.50% 9/6/2017 9/6/2025 40,335 40,206 39,822 4.20
Performance Health Holdings, Inc. * (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 7/12/2021 7/12/2027 7,182 7,048 7,083 0.75
PF Atlantic Holdco 2, LLC ^* (2)(3)(14) Hotel, Gaming & Leisure L + 6.00% 7.00% 11/12/2021 11/12/2027 27,723 26,941 26,923 2.84
PF Growth Partners, LLC ^* (2)(3) Hotel, Gaming & Leisure L + 5.50% 6.50% 7/1/2019 7/11/2025 8,039 7,962 7,922 0.83
PPT Management Holdings, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00%, 2.00% PIK 9.00% 12/15/2016 12/16/2022 28,366 28,326 24,166 2.55
Product Quest Manufacturing, LLC ^ (2)(3)(8) Containers, Packaging & Glass L + 6.75% 10.00% 9/21/2017 3/31/2021 840 840 840 0.09
Prophix Software Inc. (Canada) ^ (2)(3)(7)(14) Software L + 6.50% 7.50% 2/1/2021 2/1/2026 10,963 10,735 11,093 1.17
Quantic Electronics, LLC ^* (2)(3)(14) Aerospace & Defense L + 6.25% 7.25% 11/19/2020 11/19/2026 14,625 14,333 14,418 1.52
Quantic Electronics, LLC ^* (2)(3)(14) Aerospace & Defense L + 6.25% 7.25% 3/1/2021 3/1/2027 8,882 8,662 8,727 0.92
QW Holding Corporation ^* (2)(3) Environmental Industries L + 6.25% 7.25% 8/31/2016 8/31/2024 42,671 42,530 41,933 4.42
Redwood Services Group, LLC ^* (2)(3) High Tech Industries L + 6.00% 7.00% 11/13/2018 6/6/2024 30,885 30,562 30,884 3.26
Regency Entertainment, Inc. ^ (2)(3) Media: Diversified & Production L + 6.75% 7.75% 5/22/2020 10/22/2025 20,000 19,700 19,666 2.07
Riveron Acquisition Holdings, Inc. * (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2019 5/22/2025 11,401 11,262 11,401 1.20
RSC Acquisition, Inc. ^ (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 11/1/2019 11/1/2026 8,533 8,395 8,577 0.90
Sapphire Convention, Inc. ^* (2)(3)(14) Telecommunications L + 6.25% 7.25% 11/20/2018 11/20/2025 29,906 29,530 25,528 2.69
SPay, Inc. ^* (2)(3)(14) Hotel, Gaming & Leisure L + 2.30%, 6.95% PIK 10.25% 6/15/2018 6/17/2024 23,005 22,809 20,218 2.13
Speedstar Holding, LLC ^* (2)(3)(14) Automotive L + 7.00% 8.00% 1/22/2021 1/22/2027 27,225 26,686 27,535 2.90
Superior Health Linens, LLC ^* (2)(3)(14) Business Services L + 6.50% 7.50% 9/30/2016 3/31/2022 16,211 16,205 16,211 1.71
TCFI Aevex LLC ^* (2)(3)(14) Aerospace & Defense L + 6.00% 7.00% 3/18/2020 3/18/2026 11,168 10,979 9,276 0.98
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B ^ (2)(3)(7) Banking, Finance, Insurance & Real Estate SONIA + 6.25%,
2.50% PIK 9.50% 7/23/2019 6/30/2024 £ 21,299 26,328 28,830 3.04
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C ^ (2)(3)(7)(14) Banking, Finance, Insurance & Real Estate SONIA + 6.25%,
2.50% PIK 9.50% 7/23/2019 6/30/2024 £ 6,164 7,855 9,847 1.04
Trafigura Trading LLC ^ (2)(3)(13)(14) Metals & Mining L + 8.40% 8.75% 7/26/2021 7/18/2022 2,236 2,237 2,086 0.22
104
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Turbo Buyer, Inc. ^* (2)(3)(14) Automotive L + 6.00% 7.00% 12/2/2019 12/2/2025 $ 20,377 $ 20,002 $ 19,945 2.10 %
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 € 4,621 4,917 5,353 0.56
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 11.00% PIK 11.00% 10/22/2020 9/15/2026 € 756 858 887 0.09
US INFRA SVCS Buyer, LLC ^* (2)(3)(14) Environmental Industries L + 6.50% 7.50% 4/13/2020 4/13/2026 9,137 8,677 8,387 0.88
USALCO, LLC * (2)(3) Chemicals, Plastics & Rubber L + 6.00% 7.00% 10/19/2021 10/19/2027 1,000 981 981 0.10
USLS Acquisition, Inc. ^ (2)(3)(14) Business Services L + 5.50% 6.50% 11/30/2018 11/30/2024 15,279 15,101 15,098 1.59
Westfall Technik, Inc. ^* (2)(3) Chemicals, Plastics & Rubber L + 5.75% 6.75% 9/13/2018 9/13/2024 21,477 21,313 21,277 2.24
Westfall Technik, Inc. ^ (2)(3) Chemicals, Plastics & Rubber L + 6.25% 7.25% 7/1/2021 9/13/2024 4,958 4,865 4,929 0.52
Wineshipping.com LLC ^* (2)(3)(14) Beverage, Food & Tobacco L + 5.75% 6.75% 10/29/2021 10/29/2027 14,459 14,111 14,111 1.49
Yellowstone Buyer Acquisition, LLC ^ (2)(3) Consumer Goods: Durable L + 5.75% 6.75% 9/13/2021 9/13/2027 449 440 440 0.05
YLG Holdings, Inc. ^ (2)(3) Consumer Services L + 5.25% 6.25% 9/30/2020 11/1/2025 1,980 1,930 1,980 0.21
First Lien Debt Total $ 1,219,219 $ 1,188,862 125.30 %
Second Lien Debt (17.9% of fair value)
11852604 Canada Inc. (Canada) ^ (2)(3)(7) Healthcare & Pharmaceuticals L+9.50% (100% PIK) 10.50% 9/30/2021 9/30/2028 $ 6,590 $ 6,432 $ 6,425 0.68 %
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3)(7) Aerospace & Defense L + 8.25% 9.25% 1/17/2020 1/17/2028 24,814 24,359 25,744 2.71
Aimbridge Acquisition Co., Inc. ^ (2)(3) Hotel, Gaming & Leisure L + 7.50% 7.60% 2/1/2019 2/1/2027 9,241 9,123 8,606 0.92
AP Plastics Acquisition Holdings, LLC ^ (2)(3) Chemicals, Plastics & Rubber L + 7.50% 8.25% 8/10/2021 8/10/2029 33,680 32,786 33,868 3.57
AQA Acquisition Holdings, Inc. ^* (2)(3) High Tech Industries L + 7.50% 8.00% 3/3/2021 3/3/2029 35,000 34,190 35,027 3.69
Blackbird Purchaser, Inc. ^ (2)(3)(14) Capital Equipment L + 7.50% 8.25% 12/14/2021 4/8/2027 13,790 13,423 13,423 1.41
Brave Parent Holdings, Inc. ^* (2)(3) Software L + 7.50% 7.60% 10/3/2018 4/19/2026 18,197 17,916 18,197 1.92
Drilling Info Holdings, Inc. ^ (2)(3) Energy: Oil & Gas L + 8.25% 8.35% 2/11/2020 7/30/2026 18,600 18,212 18,786 1.98
Jazz Acquisition, Inc. ^* (2)(3) Aerospace & Defense L + 8.00% 8.10% 6/13/2019 6/18/2027 23,450 23,188 20,828 2.20
Outcomes Group Holdings, Inc. ^* (2)(3) Business Services L + 7.50% 7.85% 10/23/2018 10/26/2026 1,731 1,728 1,731 0.18
PAI Holdco, Inc. ^ (2)(3) Automotive L + 5.50%, 2.00% PIK 8.50% 10/28/2020 10/28/2028 13,806 13,446 13,806 1.46
Peraton Corp. ^* (2)(3) Aerospace & Defense L + 7.75% 8.50% 2/24/2021 2/1/2029 12,300 12,126 12,345 1.30
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.10% 4/2/2019 4/2/2027 7,048 6,945 7,048 0.74
Stonegate Pub Company Bidco Limited (United Kingdom) ^ (2)(3)(7) Beverage, Food & Tobacco SONIA + 8.50% 8.60% 3/12/2020 3/12/2028 £ 20,000 24,787 22,263 2.35
Tank Holding Corp. ^* (2)(3) Capital Equipment L + 8.25% 8.35% 3/26/2019 3/26/2027 35,965 35,600 36,325 3.83
TruGreen Limited Partnership ^ (2)(3) Consumer Services L + 8.50% 9.25% 11/16/2020 11/2/2028 13,000 12,769 13,260 1.40
105
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Watchfire Enterprises, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 8.25% 9.25% 10/2/2013 10/2/2024 7,000 7,000 7,000 0.74
World 50, Inc. ^ (9) Business Services 11.50% 11.50% 1/10/2020 1/9/2027 $ 18,552 $ 18,215 $ 18,405 1.94 %
WP CPP Holdings, LLC ^ (2)(3) Aerospace & Defense L + 7.75% 8.75% 7/18/2019 4/30/2026 29,500 29,293 28,689 3.02
Second Lien Debt Total $ 341,538 $ 341,776 36.02 %
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Equity Investments (4.0% of fair value)
ANLG Holdings, LLC ^ (6) Capital Equipment 6/22/2018 592 $ 592 $ 821 0.09 %
Appriss Health, LLC ^ (6) Healthcare & Pharmaceuticals 5/6/2021 5 4,457 4,662 0.49
Atlas Ontario LP (Canada) ^ (6)(7) Business Services 4/7/2021 5,114 5,114 5,114 0.54
Avenu Holdings, LLC ^ (6) Sovereign & Public Finance 9/28/2018 172 172 491 0.05
Blackbird Holdco, Inc. ^ (6) Capital Equipment 12/14/2021 10 9,461 9,461 1.00
Buckeye Parent, LLC ^ (6) Automotive 12/22/2021 885 885 885 0.09
Chartis Holding, LLC ^ (6) Business Services 5/1/2019 433 430 691 0.07
CIP Revolution Holdings, LLC ^ (6) Media: Advertising, Printing & Publishing 8/19/2016 318 318 205 0.02
Cority Software Inc. (Canada) ^ (6) Software 7/2/2019 250 250 454 0.05
Derm Growth Partners III, LLC ^ (6) Healthcare & Pharmaceuticals 5/31/2016 1,000 1,000 — —
Diligent Corporation ^ (6) Telecommunications 4/5/2021 11 10,269 10,256 1.08
ECP Parent, LLC ^ (6) Healthcare & Pharmaceuticals 3/29/2018 268 — 290 0.03
GB Vino Parent, L.P. ^ (6) Beverage, Food & Tobacco 10/29/2021 4 351 351 0.04
Integrity Marketing Group, LLC ^ (6) Banking, Finance, Insurance & Real Estate 12/21/2021 15,039 14,739 14,738 1.55
K2 Insurance Services, LLC ^ (6) Banking, Finance, Insurance & Real Estate 7/3/2019 433 306 652 0.07
Legacy.com, Inc. ^ (6) High Tech Industries 3/20/2017 1,500 1,500 1,178 0.12
Mailgun Technologies, Inc. ^ (6) High Tech Industries 3/26/2019 104 — 1,328 0.14
North Haven Goldfinch Topco, LLC ^ (6) Containers, Packaging & Glass 6/18/2018 2,315 2,315 2,412 0.25
Pascal Ultimate Holdings, L.P ^ (6) Capital Equipment 7/21/2021 36 364 364 0.04
Tailwind HMT Holdings Corp. ^ (6) Energy: Oil & Gas 11/17/2017 22 1,558 1,719 0.18
Tank Holding Corp. ^ (6) Capital Equipment 3/26/2019 850 482 1,261 0.13
Titan DI Preferred Holdings, Inc. ^ (6) Energy: Oil & Gas 2/11/2020 12,843 12,587 12,971 1.37
Turbo Buyer, Inc. ^ (6) Automotive 12/2/2019 1,925 933 2,773 0.29
Unifrutti Financing PLC (Cyprus) ^ (6) Beverage, Food & Tobacco 10/22/2020 — 481 648 0.07
Unifrutti Financing PLC (Cyprus) ^ (6) Beverage, Food & Tobacco 10/22/2020 1 133 209 0.02
106
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
USLS Acquisition, Inc. ^ (6) Business Services 11/30/2018 641 641 940 0.10
W50 Parent LLC ^ (6) Business Services 1/10/2020 500 $ 190 $ 763 0.08 %
Zenith American Holding, Inc. ^ (6) Business Services 12/13/2017 1,564 782 1,456 0.15
Equity Investments Total $ 70,310 $ 77,093 8.13 %
Total investments—non-controlled/non-affiliated $ 1,631,067 $ 1,607,731 169.45 %
Investments—non-controlled/affiliated Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt (1.6% of fair value)
Direct Travel, Inc. ^* (2)(3)(8)(12) Hotel, Gaming & Leisure L + 1.00%, 7.50% PIK 9.50% 10/14/2016 10/1/2023 $ 36,711 $ 35,859 $ 27,555 2.9 %
Direct Travel, Inc. ^ (2)(3)(12)(14) Hotel, Gaming & Leisure L + 6.00% 7.00% 10/1/2020 10/1/2023 2,731 2,603 2,731 0.29
First Lien Debt Total $ 38,462 $ 30,286 3.19 %
Investments—non-controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc. ^ (6)(12) Hotel, Gaming & Leisure 10/1/2020 43 $ — $ — — %
Equity Investments Total 43 $ — $ — — %
Total investments—non-controlled/affiliated $ 38,462 $ 30,286 3.19 %
Investments—controlled/affiliated
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt (0.7% of fair value)
SolAero Technologies Corp. (A1 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 $ 3,166 $ 3,166 $ 2,850 0.30 %
SolAero Technologies Corp. (A2 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 8,707 8,707 7,835 0.83
SolAero Technologies Corp. (Priority Facilities) ^ (2)(3)(10)(14) Telecommunications L + 6.00% 7.00% 4/12/2019 10/12/2022 2,251 2,240 2,251 0.24
First Lien Debt Total $ 14,113 $ 12,936 1.36 %
First Lien Debt Total 0 0 0 #DIV/0!
107
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments (0.0% of fair value)
SolAero Technologies Corp. ^ (6)(10) Telecommunications 4/12/2019 3 $ 2,815 $ — — %
Equity Investments Total $ 2,815 $ — — %
Investments—controlled/affiliated
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par Amount/ LLC Interest
Cost
Fair Value (7)
% of Net
Assets
Investment Funds (13.7% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest ^ (7)(10) Investment Funds N/A —% 11/3/2020 12/31/2030 $ 78,122 $ 78,096 $ 77,958 8.22 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7)(10) Investment Funds N/A —% 2/29/2016 12/31/2024 193,000 193,000 184,141 19.41
Middle Market Credit Fund, Mezzanine Loan ^ (2)(7)(9)(10) Investment Funds L + 9.00% 9.210% 6/30/2016 5/21/2022 — — — —
Investment Funds Total $ 271,096 $ 262,099 27.62 %
Total investments—controlled/affiliated $ 288,024 $ 275,035 29.00 %
Total investments $ 1,957,553 $ 1,913,052 201.63 %
^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 7, Borrowings). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”)
(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day LIBOR at 0.10%, the 90-day LIBOR at 0.22% and the 180-day LIBOR at 0.33%.
(3) Loan includes interest rate floor feature, which is generally 1.00%.
(4) Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5) Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund was determined using significant unobservable inputs.
(6) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2021, the aggregate fair value of these securities is $77,093, or 8.13% of the Company’s net assets.
(7) The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(8) Loan was on non-accrual status as of December 31, 2021.
(9) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
108
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
(10) Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Notes 5, Middle Market Credit Fund, LLC and 6. Middle Market Credit Fund II, LLC, for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2021, were as follows:
Investments—controlled/affiliated Fair Value as of December 31, 2020 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2021 Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan
$ — $ — $ — $ — $ — $ — $ —
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
205,891 — (23,000) — 1,250 184,141 20,000
Middle Market Credit Fund II, LLC, Member’s Interest 77,395 — — — 563 77,958 10,063
Total investments—controlled/affiliated $ 283,286 $ — $ (23,000) $ — $ 1,813 $ 262,099 $ 30,063
Investments—controlled/affiliated Fair Value as of December 31, 2020 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2021 Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan) 2,460 — (189) — (20) 2,251 185
SolAero Technologies Corp. (A1 Term Loan) 1,214 — — — 1,636 2,850 —
SolAero Technologies Corp. (A2 Term Loan) 3,338 — — — 4,497 7,835 —
Solaero Technology Corp. (Equity)
— — — — — — —
Total investments—controlled/affiliated $ 7,012 $ — $ (189) $ — $ 6,113 $ 12,936 $ 185
(11) In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(12) Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio because the Company owns 5% or more of the portfolio company’s outstanding voting securities. Transactions related the portfolio company during the year ended December 31, 2021 were as follows:
Investments—non-controlled/affiliated Fair Value as of December 31, 2020 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2021 Dividend and Interest Income
Direct Travel, Inc. $ 24,949 $ — $ (484) $ 3 $ 3,087 $ 27,555 $ —
Direct Travel, Inc. 1,231 1,372 — — 128 2,731 173
Direct Travel, Inc. (Equity) — — — — — — —
Total investments—non-controlled/affiliated $ 26,180 $ 1,372 $ (484) $ 3 $ 3,215 $ 30,286 $ 173
109
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
(13) The investment is secured by receivables purchased from the portfolio company, with an implied discount of 8.75%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.
(14) As of December 31, 2021, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
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
Advanced Web Technologies Holding Company Delayed Draw 1.00% $ 2,723 $ 27
Advanced Web Technologies Holding Company Delayed Draw 1.00% $ 1,051 $ 11
Advanced Web Technologies Holding Company Revolver 0.50 906 9
Airnov, Inc. Revolver 0.50 875 —
American Physician Partners, LLC Revolver 0.50 550 —
Analogic Corporation Revolver 0.50 72 (1)
Applied Technical Services, LLC Revolver 0.50 40 —
Appriss Health, LLC Revolver 0.50 2,963 3
Apptio, Inc. Revolver 0.50 1,420 —
Ascend Buyer, LLC Revolver 0.50 1,070 (17)
Associations, Inc. Revolver 0.50 723 2
Blackbird Purchaser, Inc. Delayed Draw 1.00 4,597 (92)
BMS Holdings III Corp. Delayed Draw 1.00 9,688 (149)
Bubbles Bidco S.P.A. (Italy) Delayed Draw 2.80 € 873 (30)
Bubbles Bidco S.P.A. (Italy) Delayed Draw — € 537 (9)
Captive Resources Midco, LLC Revolver 0.50 2,143 (12)
Chartis Holding, LLC Revolver 0.50 217 —
Chemical Computing Group ULC (Canada) Revolver 0.50 29 —
Chudy Group, LLC Delayed Draw 1.00 138 2
Chudy Group, LLC Revolver 0.50 34 1
Comar Holding Company, LLC Revolver 0.50 2,935 (59)
Cority Software Inc. (Canada) Revolver 0.50 3,000 (1)
DCA Investment Holding, LLC Delayed Draw 1.00 1,495 (8)
DermaRite Industries, LLC Revolver 0.50 579 (103)
Diligent Corporation Delayed Draw 1.00 110 2
Diligent Corporation Revolver 0.50 47 1
Direct Travel, Inc. Delayed Draw 0.50 1,657 —
Dwyer Instruments, Inc Delayed Draw 1.00 1,003 (3)
Dwyer Instruments, Inc Revolver 0.50 411 (1)
Ellkay, LLC Revolver 0.50 1,786 (36)
EPS Nass Parent, Inc. Delayed Draw 1.00 85 (1)
EPS Nass Parent, Inc. Revolver 0.50 25 —
EvolveIP, LLC Revolver 0.50 798 (4)
110
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
Greenhouse Software, Inc. Revolver 0.50 1,471 (29)
Harbour Benefit Holdings, Inc. Revolver 0.50 2,120 (21)
Heartland Home Services, Inc Delayed Draw 1.00 6,902 27
Heartland Home Services, Inc Revolver 0.50 598 2
Hercules Borrower LLC Revolver 0.50 2,160 43
Hoosier Intermediate, LLC Revolver 0.50% $ 2,400 $ (48)
Individual FoodService Holdings, LLC Delayed Draw 1.00 48 —
Individual Foodservice Holdings, LLC Delayed Draw 1.00 890 3
Individual FoodService Holdings, LLC Delayed Draw 1.00 188 —
Individual FoodService Holdings, LLC Revolver 0.50 706 —
Integrity Marketing Acquisition, LLC Delayed Draw — 5,000 (51)
Jeg's Automotive, LLC Delayed Draw 1.00 6,667 (133)
Jeg's Automotive, LLC Revolver 0.50 3,333 (67)
K2 Insurance Services, LLC Revolver 0.50 1,120 (2)
Kaseya, Inc. Delayed Draw 1.00 585 (3)
Kaseya, Inc. Revolver 0.50 1,543 (9)
Lifelong Learner Holdings, LLC Revolver 0.50 2 —
Liqui-Box Holdings, Inc. Revolver 0.50 1,140 (113)
LVF Holdings, Inc. Delayed Draw 1.00 4,670 (116)
LVF Holdings, Inc. Revolver 0.50 1,459 (36)
Material Holdings, LLC Delayed Draw — 1,916 (21)
Material Holdings, LLC Revolver 1.00 806 (9)
Maverick Acquisition, Inc. Delayed Draw 1.00 4,679 (101)
Maverick Acquisition, Inc. Delayed Draw 1.00 1,290 (28)
Medical Manufacturing Technologies, LLC Delayed Draw 1.00 8,264 (165)
Medical Manufacturing Technologies, LLC Revolver 0.50 1,859 (37)
MMIT Holdings, LLC Revolver 0.50 857 (17)
National Technical Systems, Inc. Revolver 0.50 835 —
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 (16)
PF Atlantic HoldCo 2, LLC Delayed Draw 0.75 9,517 (190)
PF Atlantic HoldCo 2, LLC Revolver 0.50 2,759 (55)
Prophix Software Inc. (Canada) Revolver 0.50 1,993 20
Quantic Electronics, LLC Revolver 0.50 557 (7)
Quantic Electronics, LLC Delayed Draw 1.00 3,164 (41)
Quantic Electronics, LLC Revolver 0.50 824 (11)
RSC Acquisition, Inc. Delayed Draw 0.50 2,435 9
RSC Acquisition, Inc. Revolver 0.50 215 1
111
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
Sapphire Convention, Inc. Revolver 0.50 2,561 (345)
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 984 —
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 1,084 —
Speedstar Holding, LLC Delayed Draw 1.00 3,775 38
Superior Health Linens, LLC Revolver 0.50 417 —
TCFI Aevex LLC Delayed Draw 1.00% $ 1,835 $ (263)
TCFI Aevex LLC Delayed Draw 1.00 214 (31)
The Leaders Romans Bidco Limited (United Kingdom) Delayed Draw 1.60 £ 1,902 399
Trafigura Trading LLC Revolver 0.50 7,762 (133)
Turbo Buyer, Inc. Revolver 0.50 1,217 (24)
US INFRA SVCS Buyer, LLC Delayed Draw 1.00 22,234 (527)
US INFRA SVCS Buyer, LLC Revolver 0.50 263 (6)
USLS Acquisition, Inc. Revolver 0.50 1,135 (12)
Wineshipping.com LLC Delayed Draw 1.00 1,986 (39)
Wineshipping.com LLC Revolver 0.50 1,430 (28)
Total unfunded commitments $ 180,498 $ (2,660)
112
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
As of December 31, 2021, investments at fair value consisted of the following:
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt $ 1,271,794 $ 1,232,084 64.4 %
Second Lien Debt 341,538 341,776 17.9
Equity Investments 73,125 77,093 4.0
Investment Funds 271,096 262,099 13.7
Total $ 1,957,553 $ 1,913,052 100.0 %
The rate type of debt investments at fair value as of December 31, 2021 was as follows:
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $ 1,589,342 $ 1,549,215 98.4 %
Fixed Rate 23,990 24,645 1.6
Total $ 1,613,332 $ 1,573,860 100.0 %
113
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
The industry composition of investments at fair value as of December 31, 2021 was as follows:
Industry Amortized Cost Fair Value % of Fair Value
Aerospace & Defense $ 169,068 $ 166,071 8.7 %
Automotive 91,155 94,144 4.9
Banking, Finance, Insurance & Real Estate 91,999 97,377 5.1
Beverage, Food & Tobacco 85,994 83,878 4.4
Business Services 102,065 102,308 5.4
Capital Equipment 64,717 66,515 3.5
Chemicals, Plastics & Rubber 59,945 61,055 3.2
Construction & Building 11,277 11,450 0.6
Consumer Goods: Durable 440 440 —
Consumer Goods: Non-Durable 5,303 5,158 0.3
Consumer Services 25,155 25,909 1.4
Containers, Packaging & Glass 52,154 52,113 2.7
Energy: Oil & Gas 41,991 42,900 2.2
Environmental Industries 69,194 69,185 3.6
Healthcare & Pharmaceuticals 250,294 229,555 12.0
High Tech Industries 149,185 151,430 7.9
Hotel, Gaming & Leisure 126,237 113,201 5.9
Investment Funds 271,096 262,099 13.7
Media: Advertising, Printing & Publishing 7,318 7,205 0.4
Media: Diversified & Production 19,700 19,666 1.0
Metals & Mining 2,237 2,086 0.1
Retail 44,644 44,992 2.4
Software 105,958 104,673 5.5
Sovereign & Public Finance 13,623 14,036 0.7
Telecommunications 87,977 76,585 4.0
Utilities: Electric 869 878 —
Wholesale 7,958 8,143 0.4
Total $ 1,957,553 $ 1,913,052 100.0 %
114
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2021
(dollar amounts in thousands)
The geographical composition of investments at fair value as of December 31, 2021 was as follows:
Geography Amortized Cost Fair Value % of Fair Value
Canada $ 46,433 $ 47,543 2.5 %
Cyprus 6,389 7,097 0.4
Italy 5,303 5,158 0.3
Luxembourg 41,647 38,403 2.0
United Kingdom 92,963 96,108 5.0
United States 1,764,818 1,718,743 89.8
Total $ 1,957,553 $ 1,913,052 100.0 %
The accompanying notes are an integral part of these consolidated financial statements.
115
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
First Lien Debt (65.2% of fair value)
Advanced Web Technologies Holding Company ^ (2)(3)(13) Containers, Packaging & Glass L + 6.00% 7.00% 12/17/2020 12/17/2026 $ 6,042 $ 5,859 $ 5,858 0.65 %
Airnov, Inc. ^* (2)(3)(13) Containers, Packaging & Glass L + 5.25% 6.25% 12/20/2019 12/19/2025 11,216 11,057 11,221 1.24
Alpha Packaging Holdings, Inc. * (2)(3) Containers, Packaging & Glass L + 6.00% 7.00% 6/26/2015 11/12/2021 2,784 2,784 2,784 0.31
Alpine SG, LLC * (2)(3) High Tech Industries L + 5.75% 6.75% 2/2/2018 11/16/2022 10,890 10,835 10,808 1.20
Alpine SG, LLC ^ (2)(3) High Tech Industries L + 8.50% 9.50% 7/24/2020 11/16/2022 1,618 1,578 1,612 0.18
Alpine SG, LLC ^* (2)(3) High Tech Industries L + 6.50% 7.50% 11/2/2020 11/16/2022 10,750 10,452 10,698 1.19
American Physician Partners, LLC ^* (2)(3)(13) Healthcare & Pharmaceuticals L + 6.75% 7.75% 1/7/2019 12/21/2021 28,848 28,715 27,295 3.03
AMS Group HoldCo, LLC ^ (2)(3)(13) Transportation: Cargo L + 6.50% 7.50% 9/29/2017 9/29/2023 22,252 22,004 21,945 2.43
Analogic Corporation * (2)(3)(13) Capital Equipment L + 5.25% 6.25% 6/22/2018 6/22/2024 2,361 2,332 2,361 0.26
Anchor Hocking, LLC ^ (2)(3) Durable Consumer Goods L + 11.75% 12.75% 1/25/2019 1/25/2024 9,758 9,547 9,358 1.04
Applied Technical Services, LLC ^ (2)(3)(13) Business Services L + 5.75% 6.75% 12/29/2020 12/29/2026 395 382 382 0.04
Apptio, Inc. ^ (2)(3)(13) Software L + 7.25% 8.25% 1/10/2019 1/10/2025 5,184 5,073 5,297 0.59
At Home Holding III, Inc. ^ (2)(3)(7) Retail L + 9.00% 10.00% 6/12/2020 7/27/2022 875 858 870 0.10
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^* (2)(3)(7) Software L + 5.75% 6.75% 12/24/2019 12/24/2026 32,819 32,093 29,970 3.32
Avenu Holdings, LLC ^* (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2018 9/28/2024 37,276 36,883 37,276 4.14
Barnes & Noble, Inc. ^ (2)(3)(11) Retail L + 5.50% 6.50% 8/7/2019 8/7/2024 16,744 16,426 15,808 1.75
BlueCat Networks, Inc. (Canada) * (2)(3)(7) High Tech Industries L + 6.25% 7.25% 10/30/2020 10/30/2026 11,468 11,243 11,239 1.25
BMS Holdings III Corp. * (2)(3) Construction & Building L + 5.25% 6.25% 9/30/2019 9/30/2026 1,596 1,554 1,578 0.18
Captive Resources Midco, LLC ^* (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 6/30/2015 5/31/2025 10,525 10,370 10,611 1.18
Central Security Group, Inc. ^* (2)(3) Consumer Services L + 6.00% 7.00% 10/16/2020 10/16/2025 9,278 9,278 7,930 0.88
Chartis Holding, LLC ^* (2)(3)(13) Business Services L + 5.50% 6.50% 5/1/2019 5/1/2025 16,266 15,969 16,275 1.81
Chemical Computing Group ULC (Canada) ^* (2)(3)(7)(13) Software L + 5.00% 6.00% 8/30/2018 8/30/2023 471 469 471 0.05
CircusTrix Holdings, LLC ^* (2)(3) Hotel, Gaming & Leisure L + 6.75% (100% PIK) 7.75% 2/2/2018 12/6/2021 10,023 9,987 8,093 0.90
Cobblestone Intermediate Holdco LLC ^ (2)(3)(13) Consumer Services L + 4.75% 5.75% 1/29/2020 1/29/2026 720 713 723 0.08
Comar Holding Company, LLC ^* (2)(3)(13) Containers, Packaging & Glass L + 5.50% 6.50% 6/18/2018 6/18/2024 22,037 21,636 22,147 2.46
Cority Software Inc. (Canada) ^* (2)(3)(7)(13) Software L + 5.25% 6.25% 7/2/2019 7/2/2026 10,622 10,401 10,718 1.19
Cority Software Inc. (Canada) ^ (2)(3)(7) Software L + 7.25% 8.25% 9/3/2020 7/2/2026 1,898 1,843 1,935 0.21
Derm Growth Partners III, LLC ^ (2)(3)(8) Healthcare & Pharmaceuticals L + 6.25% (100% PIK) 7.25% 5/31/2016 5/31/2022 56,320 56,046 28,212 3.13
DermaRite Industries, LLC ^* (2)(3)(13) Healthcare & Pharmaceuticals L + 7.00% 8.00% 3/3/2017 3/3/2022 18,862 18,776 18,656 2.07
Designer Brands Inc. ^ (2)(3)(7) Retail L + 8.50% 9.75% 8/7/2020 8/7/2025 17,955 17,534 17,811 1.98
116
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Diligent Corporation ^ (2)(3)(13) Telecommunications L + 6.25% 7.25% 8/4/2020 8/4/2025 $ 579 $ 561 $ 588 0.07 %
DTI Holdco, Inc. * (2)(3) High Tech Industries L + 4.75% 5.75% 12/18/2018 9/30/2023 1,954 1,876 1,741 0.19
Emergency Communications Network, LLC ^* (2)(3) Telecommunications L + 2.625%, 5.125% PIK 8.75% 6/1/2017 6/1/2023 24,370 24,269 21,349 2.37
Ensono, LP * (2)(3) Telecommunications L + 5.25% 5.40% 4/30/2018 6/27/2025 2,158 2,142 2,142 0.24
Ensono, LP ^* (2)(3) Telecommunications L + 5.75% 5.90% 6/25/2020 6/27/2025 18,131 18,008 17,995 2.00
Ethos Veterinary Health LLC ^ (2)(3)(13) Consumer Services L + 4.75% 4.90% 5/17/2019 5/15/2026 2,612 2,570 2,540 0.28
EvolveIP, LLC ^ (2)(3)(13) Telecommunications L + 5.75% 6.75% 11/26/2019 6/7/2023 25,864 25,806 25,828 2.87
Frontline Technologies Holdings, LLC * (2)(3) Software L + 5.75% 6.75% 9/18/2017 9/18/2023 3,099 3,081 3,037 0.34
FWR Holding Corporation ^* (2)(3)(13) Beverage, Food & Tobacco L + 5.50%, 1.50% PIK 8.00% 8/21/2017 8/21/2023 34,555 34,175 31,216 3.46
Helios Buyer, Inc. ^ (2)(3)(13) Consumer Services L + 6.00% 7.00% 12/15/2020 12/15/2026 8,749 8,456 8,454 0.94
Hercules Borrower LLC ^ (2)(3)(13) Environmental Industries L + 6.50% 7.50% 12/14/2020 12/14/2026 18,592 18,077 18,073 2.01
Higginbotham Insurance Agency, Inc. ^ (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.75% 6.50% 11/25/2020 11/25/2026 3,902 3,828 3,827 0.42
iCIMS, Inc. ^ (2)(3) Software L + 6.50% 7.50% 9/12/2018 9/12/2024 1,670 1,646 1,666 0.18
Individual FoodService Holdings, LLC ^ (2)(3)(13) Wholesale L + 6.25% 7.25% 2/21/2020 11/22/2025 3,883 3,797 3,759 0.42
Individual FoodService Holdings, LLC ^ (2)(3)(13) Wholesale L + 6.25% 7.25% 12/31/2020 11/22/2025 2,197 2,134 2,134 0.24
Innovative Business Services, LLC ^* (2)(3) High Tech Industries L + 5.50% 6.50% 4/5/2018 4/5/2023 13,779 13,523 13,484 1.50
Integrity Marketing Acquisition, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 1/15/2020 8/27/2025 4,970 4,907 5,011 0.56
K2 Insurance Services, LLC ^* (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/3/2019 7/1/2024 18,651 18,323 18,653 2.07
Kaseya, Inc. ^ (2)(3)(13) High Tech Industries L + 4.00%, 3.00% PIK 8.00% 5/3/2019 5/2/2025 14,871 14,610 14,940 1.66
Legacy.com, Inc. ^ (2)(3)(11) High Tech Industries L + 6.00% 7.00% 3/20/2017 3/20/2023 17,066 16,886 16,055 1.78
Lifelong Learner Holdings, LLC ^* (2)(3)(13) Business Services L + 5.75% 6.75% 10/18/2019 10/18/2026 23,814 23,355 21,580 2.39
Liqui-Box Holdings, Inc. ^ (2)(3)(13) Containers, Packaging & Glass L + 4.50% 5.50% 6/3/2019 6/3/2024 1,368 1,346 1,112 0.12
Mailgun Technologies, Inc. ^ (2)(3)(13) High Tech Industries L + 5.00% 6.00% 3/26/2019 3/26/2025 3,256 3,185 3,175 0.35
National Technical Systems, Inc. ^ (2)(3)(13) Aerospace & Defense L + 5.50% 6.50% 10/28/2020 6/12/2023 1,175 1,150 1,160 0.13
NES Global Talent Finance US, LLC (United Kingdom) * (2)(3)(7) Energy: Oil & Gas L + 5.50% 6.50% 5/9/2018 5/11/2023 9,789 9,697 8,859 0.98
NMI AcquisitionCo, Inc. ^* (2)(3)(13) High Tech Industries L + 5.00% 6.00% 9/6/2017 9/6/2022 40,756 40,442 40,336 4.48
Paramit Corporation * (2)(3) Capital Equipment L + 4.50% 5.50% 5/3/2019 5/3/2025 5,213 5,174 5,109 0.57
Paramit Corporation ^ (2)(3)(13) Capital Equipment L + 5.25% 6.25% 11/24/2020 5/3/2025 3,029 2,912 2,909 0.32
Park Place Technologies, LLC ^ (2)(3) High Tech Industries L + 5.00% 6.00% 11/19/2020 11/19/2027 20,000 19,211 19,150 2.12
117
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
PF Growth Partners, LLC ^* (2)(3)(13) Hotel, Gaming & Leisure L + 7.00% 8.00% 7/1/2019 7/11/2025 $ 7,294 $ 7,198 $ 6,778 0.75 %
Plano Molding Company, LLC ^ (2)(3) Hotel, Gaming & Leisure L + 7.50%, 1.50% PIK 10.00% 5/1/2015 5/12/2022 14,693 14,664 13,001 1.44
Plano Molding Company, LLC ^ (2)(3) Hotel, Gaming & Leisure L + 7.50%, 1.50% PIK 10.00% 8/7/2020 5/12/2022 1,081 1,073 1,081 0.12
PPC Flexible Packaging, LLC ^* (2)(3)(13) Containers, Packaging & Glass L + 6.00% 7.00% 11/23/2018 11/23/2024 11,338 11,234 11,300 1.25
PPT Management Holdings, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00%, 2.50% PIK 9.50% 12/15/2016 12/16/2022 27,896 27,817 22,798 2.53
PricewaterhouseCoopers Public Sector LLP ^ (2)(3)(13) Aerospace & Defense L + 3.25% 3.49% 5/1/2018 5/1/2023 — (74) (32) —
Product Quest Manufacturing, LLC ^ (2)(3)(8) Containers, Packaging & Glass L + 6.75% 10.00% 9/21/2017 3/31/2021 840 840 423 0.05
Propel Insurance Agency, LLC (2)(3) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 6/1/2018 6/1/2024 2,339 2,327 2,316 0.26
QW Holding Corporation ^* (2)(3)(13) Environmental Industries L + 6.25% 7.25% 8/31/2016 8/31/2022 43,119 42,771 40,990 4.55
Redwood Services Group, LLC * (2)(3) High Tech Industries L + 6.00% 7.00% 11/13/2018 6/6/2023 5,043 5,017 5,030 0.56
Redwood Services Group, LLC * (2)(3) High Tech Industries L + 8.50% 9.50% 8/14/2020 6/6/2023 3,474 3,378 3,494 0.39
Redwood Services Group, LLC ^* (2)(3)(13) High Tech Industries L + 7.25% 8.25% 10/19/2020 6/6/2023 12,957 12,628 13,024 1.44
Regency Entertainment, Inc. ^ (2)(3) Media: Diversified & Production L + 6.75% 7.75% 5/22/2020 10/22/2025 20,000 19,636 19,600 2.17
Reladyne, Inc. * (2)(3) Wholesale L + 5.00% 6.00% 8/21/2020 7/22/2022 10,100 10,017 10,146 1.13
Riveron Acquisition Holdings, Inc. * (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2019 5/22/2025 11,517 11,341 11,595 1.29
RSC Acquisition, Inc. ^ (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2019 11/1/2026 10,711 10,534 10,824 1.20
Sapphire Convention, Inc. ^* (2)(3)(13) Telecommunications L + 6.25% 7.25% 11/20/2018 11/20/2025 28,812 28,342 24,000 2.66
Smile Doctors, LLC ^* (2)(3)(13) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2017 10/6/2022 16,930 16,872 16,577 1.84
Southern Graphics, Inc. ^ (2)(3)(11) Media: Advertising, Printing & Publishing L + 6.50% 7.50% 10/30/2020 10/23/2023 9,959 9,769 9,849 1.09
Sovos Brands Intermediate, Inc. * (2)(3) Beverage, Food & Tobacco L + 4.75% 4.96% 11/16/2018 11/20/2025 17,498 17,360 17,348 1.92
SPay, Inc. ^* (2)(3)(13) Hotel, Gaming & Leisure L + 5.75%, 2.00% PIK 8.75% 6/15/2018 6/17/2024 21,365 21,099 17,318 1.92
Superior Health Linens, LLC ^* (2)(3)(13) Business Services L + 6.50% 7.50% 9/30/2016 9/30/2021 13,155 13,116 13,079 1.45
T2 Systems, Inc. ^* (2)(3)(13) Transportation: Consumer L + 6.75% 7.75% 9/28/2016 9/28/2022 26,605 26,356 26,605 2.95
Tank Holding Corp. ^ (2)(3)(13) Capital Equipment L + 3.50% 3.74% 3/26/2019 3/26/2024 — — (1) —
TCFI Aevex LLC ^* (2)(3)(13) Aerospace & Defense L + 6.00% 7.00% 3/18/2020 3/18/2026 9,693 9,503 9,650 1.07
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B ^ (2)(3)(7) Banking, Finance, Insurance & Real Estate L + 6.50%, 3.00% PIK 10.25% 7/23/2019 6/30/2024 £ 20,740 25,406 28,078 3.12
118
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C ^ (2)(3)(7)(13) Banking, Finance, Insurance & Real Estate L + 6.50%, 3.00% PIK 10.25% 7/23/2019 6/30/2024 £ 3,816 $ 4,748 $ 5,727 0.64 %
Trump Card, LLC ^* (2)(3)(13) Transportation: Cargo L + 5.50% 6.50% 6/26/2018 4/21/2022 7,594 7,572 7,444 0.83
TSB Purchaser, Inc. ^* (2)(3)(13) Media: Advertising, Printing & Publishing L + 6.00% 7.00% 5/14/2018 5/14/2024 18,666 18,354 18,501 2.05
Turbo Buyer, Inc. ^* (2)(3)(13) Automotive L + 5.25% 6.25% 12/2/2019 12/2/2025 24,323 23,766 24,567 2.73
Tweddle Group, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 9/17/2018 9/17/2023 1,825 1,808 1,678 0.19
U.S. Acute Care Solutions, LLC * (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 2/21/2019 5/15/2021 4,242 4,235 3,956 0.44
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 € 4,575 4,832 5,464 0.61
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 11.00% PIK 11.00% 10/22/2020 9/15/2026 € 647 724 754 0.08
US INFRA SVCS Buyer, LLC ^ (2)(3)(13) Environmental Industries L + 6.00% 7.00% 4/13/2020 4/13/2026 3,248 2,688 3,175 0.35
USLS Acquisition, Inc. ^* (2)(3)(13) Business Services L + 5.75% 6.75% 11/30/2018 11/30/2024 21,447 21,124 19,981 2.22
USLS Acquisition, Inc. ^ (2)(3)(13) Business Services L + 5.75% 6.75% 9/3/2020 11/30/2024 — (22) — —
VRC Companies, LLC ^* (2)(3)(13) Business Services L + 6.50% 7.50% 3/31/2017 3/31/2023 33,286 33,048 33,286 3.69
Westfall Technik, Inc. ^* (2)(3)(13) Chemicals, Plastics & Rubber L + 6.25% 7.25% 9/13/2018 9/13/2024 27,720 27,457 25,733 2.85
Wheel Pros, LLC * (2)(3) Automotive L + 5.25% 6.25% 11/18/2020 11/6/2027 18,750 18,286 18,390 2.04
YLG Holdings, Inc. ^ (2)(3)(13) Consumer Services L + 6.25% 7.25% 9/30/2020 11/1/2025 1,401 1,343 1,370 0.15
Zemax Software Holdings, LLC * (2)(3)(13) Software L + 5.75% 6.75% 6/25/2018 6/25/2024 6,285 6,216 6,119 0.68
Zenith Merger Sub, Inc. ^* (2)(3)(13) Business Services L + 5.25% 6.25% 12/13/2017 12/13/2023 14,164 14,034 14,031 1.56
First Lien Debt Total $ 1,246,281 $ 1,190,871 132.16 %
Second Lien Debt (15.6% of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3)(7) Aerospace & Defense L + 8.25% 9.25% 1/17/2020 1/17/2028 $ 24,814 $ 24,305 $ 25,546 2.83 %
Aimbridge Acquisition Co., Inc. ^ (2)(3) Hotel, Gaming & Leisure L + 7.50% 7.65% 2/1/2019 2/1/2027 9,241 9,104 7,993 0.89
AQA Acquisition Holding, Inc. ^ (2)(3) High Tech Industries L + 8.00% 9.00% 10/1/2018 5/24/2024 39,000 38,741 39,000 4.33
Brave Parent Holdings, Inc. ^* (2)(3) Software L + 7.50% 7.64% 10/3/2018 4/19/2026 19,062 18,711 19,062 2.11
Drilling Info Holdings, Inc. ^ (2)(3) Energy: Oil & Gas L + 8.25% 8.40% 2/11/2020 7/30/2026 18,600 18,145 18,228 2.02
Jazz Acquisition, Inc. ^ (2)(3) Aerospace & Defense L + 8.00% 8.15% 6/13/2019 6/18/2027 23,450 23,150 18,146 2.01
Outcomes Group Holdings, Inc. ^* (2)(3) Business Services L + 7.50% 7.75% 10/23/2018 10/26/2026 3,462 3,455 3,462 0.38
PAI Holdco, Inc. ^ (2)(3) Automotive L + 6.25%, 2.00% PIK 9.25% 10/28/2020 10/28/2028 13,530 13,132 13,329 1.48
Pharmalogic Holdings Corp. ^ (2)(3) Healthcare & Pharmaceuticals L + 8.00% 9.00% 6/7/2018 12/11/2023 800 798 783 0.09
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.15% 4/2/2019 4/2/2027 7,048 6,930 6,994 0.78
Reladyne, Inc. ^ (2)(3) Wholesale L + 9.50% 10.50% 4/19/2018 1/21/2023 12,242 12,133 11,956 1.33
Stonegate Pub Company Bidco Limited (United Kingdom) ^ (2)(3)(7) Beverage, Food & Tobacco L + 8.50% 8.54% 3/12/2020 3/12/2028 £ 20,000 24,729 21,902 2.43
119
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Tank Holding Corp. (2)(3) Capital Equipment L + 8.25% 8.40% 3/26/2019 3/26/2027 $ 35,965 $ 35,454 $ 35,189 3.90 %
TruGreen Limited Partnership ^ (2)(3) Consumer Services L + 8.50% 9.25% 11/16/2020 11/2/2028 13,000 12,743 13,000 1.44
Ultimate Baked Goods MIDCO, LLC ^ (2)(3) Beverage, Food & Tobacco L + 8.00% 9.00% 8/9/2018 8/9/2026 2,820 2,776 2,689 0.30
Watchfire Enterprises, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 8.00% 9.00% 10/2/2013 10/2/2021 7,000 6,985 6,988 0.78
World 50, Inc. ^ (9) Business Services 11.50% 11.50% 1/10/2020 1/9/2027 7,635 7,499 7,518 0.83
WP CPP Holdings, LLC ^* (2)(3) Aerospace & Defense L + 7.75% 8.75% 7/18/2019 4/30/2026 39,500 39,172 32,738 3.63
Second Lien Debt Total $ 297,962 $ 284,523 31.56 %
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Equity Investments (1.9% of fair value)
Central Security Group, Inc. ^* (6) Consumer Services 10/16/2020 443 $ — $ — — %
ANLG Holdings, LLC ^ (6) Capital Equipment 6/22/2018 592 592 865 0.10
Avenu Holdings, LLC ^ (6) Sovereign & Public Finance 9/28/2018 172 172 345 0.04
BK Intermediate Company, LLC ^ (6) Healthcare & Pharmaceuticals 5/27/2020 288 288 209 0.02
Chartis Holding, LLC ^ (6) Business Services 5/1/2019 433 433 571 0.06
CIP Revolution Holdings, LLC ^ (6) Media: Advertising, Printing & Publishing 8/19/2016 318 318 245 0.03
Cority Software Inc. (Canada) ^ (6) Software 7/2/2019 250 250 295 0.03
DecoPac, Inc. ^ (6) Non-durable Consumer Goods 9/29/2017 1,500 1,500 1,664 0.18
Derm Growth Partners III, LLC ^ (6) Healthcare & Pharmaceuticals 5/31/2016 1,000 1,000 — —
GRO Sub Holdco, LLC ^ (6) Healthcare & Pharmaceuticals 3/29/2018 500 — — —
K2 Insurance Services, LLC ^ (6) Banking, Finance, Insurance & Real Estate 7/3/2019 433 433 676 0.07
Legacy.com, Inc. ^ (6) High Tech Industries 3/20/2017 1,500 1,500 613 0.07
Mailgun Technologies, Inc. ^ (6) High Tech Industries 3/26/2019 424 424 784 0.09
North Haven Goldfinch Topco, LLC ^ (6) Containers, Packaging & Glass 6/18/2018 2,315 2,315 3,043 0.34
PPC Flexible Packaging, LLC ^ (6) Containers, Packaging & Glass 2/1/2019 965 965 1,302 0.14
Paramit Corporation ^ (6) Capital Equipment 6/17/2019 150 500 758 0.08
Rough Country, LLC ^ (6) Durable Consumer Goods 5/25/2017 755 755 1,634 0.18
SiteLock Group Holdings, LLC ^ (6) High Tech Industries 4/5/2018 446 446 526 0.06
T2 Systems Parent Corporation ^ (6) Transportation: Consumer 9/28/2016 556 556 838 0.09
Tailwind HMT Holdings Corp. ^ (6) Energy: Oil & Gas 11/17/2017 20 1,334 2,001 0.22
Tank Holding Corp. ^ (6) Capital Equipment 3/26/2019 850 482 944 0.10
Titan DI Preferred Holdings, Inc. ^ (6) Energy: Oil & Gas 2/11/2020 11,246 10,959 11,021 1.22
120
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Turbo Buyer, Inc. ^ (6) Automotive 12/2/2019 1,925 $ 1,925 $ 2,444 0.27 %
Tweddle Holdings, Inc. ^* (6) Media: Advertising, Printing & Publishing 9/17/2018 17 — — —
Unifrutti Financing PLC (Cyprus) ^ (6) Beverage, Food & Tobacco 10/22/2020 — 556 575 0.06
Unifrutti Financing PLC (Cyprus) ^ (6) Beverage, Food & Tobacco 10/22/2020 — — — —
USLS Acquisition, Inc. ^ (6) Business Services 11/30/2018 641 641 565 0.06
W50 Parent LLC ^ (6) Business Services 1/10/2020 500 500 575 0.06
Zenith American Holding, Inc. ^ (6) Business Services 12/13/2017 1,565 782 1,221 0.14
Zillow Topco LP ^ (6) Software 6/25/2018 313 313 163 0.02
Equity Investments Total
$ 29,939 $ 33,877 3.73 %
Total investments—non-controlled/non-affiliated $ 1,574,182 $ 1,509,271 167.45 %
Investments—non-controlled/affiliated Footnotes Industry Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt (1.4% of fair value)
Direct Travel, Inc. ^* (2)(3)(8)(12) Hotel, Gaming & Leisure L + 1.00%, 7.50% PIK 9.50% 10/14/2016 10/1/2023 $ 36,711 $ 36,340 $ 24,949 2.77 %
Direct Travel, Inc. ^ (2)(3)(12)(13) Hotel, Gaming & Leisure L + 6.00% 7.00% 10/1/2020 10/1/2023 1,231 1,231 1,231 0.14
First Lien Debt Total
$ 37,571 $ 26,180 2.91 %
Investments—non-controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc. ^ (6)(12) Hotel, Gaming & Leisure 10/1/2020 43 $ — $ — — %
Equity Investments Total $ — $ — — %
Total investments—non-controlled/affiliated $ 37,571 $ 26,180 2.91 %
121
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—controlled/affiliated
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt (0.4% of fair value)
SolAero Technologies Corp. (A1 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 $ 3,166 $ 3,166 $ 1,214 0.13 %
SolAero Technologies Corp. (A2 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 8,707 8,707 3,338 0.37
SolAero Technologies Corp. (Priority Facilities) ^ (2)(3)(10)(13) Telecommunications L + 6.00% 7.00% 4/12/2019 10/12/2022 2,460 2,429 2,460 0.27
First Lien Debt Total
$ 14,302 $ 7,012 0.77 %
Investments—controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments (0.0% of fair value)
SolAero Technologies Corp. ^ (6)(10) Telecommunications 4/12/2019 3 $ 2,815 $ — — %
Equity Investments Total $ 2,815 $ — — %
Investments—controlled/affiliated
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par Amount/ LLC Interest
Cost
Fair Value (7)
% of Net
Assets
Investment Funds (15.5% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest ^ (10)(7) Investment Funds N/A N/A 11/3/2020 12/31/2030 $ 78,122 $ 78,096 $ 77,395 8.59 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (10)(7) Investment Funds N/A N/A 2/29/2016 3/1/2021 216,000 216,000 205,891 22.84
Middle Market Credit Fund, Mezzanine Loan ^ (2)(10)(7)(9) Investment Funds L + 9.00% 9.24% 6/30/2016 3/22/2021 — — — —
Investment Fund Total
$ 294,096 $ 283,286 31.43 %
Total investments—controlled/affiliated
$ 311,213 $ 290,298 32.20 %
Total investments
$ 1,922,966 $ 1,825,749 202.56 %
^ Denotes that all or a portion of the assets are owned by TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 7, Borrowings). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).
* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 8, Notes Payable). Accordingly, such assets are not available to the creditors of the Company.
** Par amount is denominated in USD ("$") unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”)
(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2020, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.
122
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for our variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
(3) Loan includes interest rate floor feature, which is generally 1.00%.
(4) Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5) Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment fund was determined using significant unobservable inputs.
(6) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2020, the aggregate fair value of these securities is $33,877, or 3.73% of the Company’s net assets.
(7) The Company has determined the indicated investments are non-qualifying assets under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(8) Loan was on non-accrual status as of December 31, 2020.
(9) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10) Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Notes 5, Middle Market Credit Fund, LLC and 6. Middle Market Credit Fund II, LLC, for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2020, were as follows:
Investments—controlled/affiliated Fair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2020 Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan
$ 93,000 $ 63,500 $ (156,500) $ — $ — $ — $ 3,049
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
111,596 92,500 — — 1,795 205,891 19,750
Middle Market Credit Fund II, LLC, Member’s Interest — 78,096 — — (701) 77,395 1,446
Total investments—controlled/affiliated $ 204,596 $ 234,096 $ (156,500) $ — $ 1,094 $ 283,286 $ 24,245
Investments—controlled/affiliated Fair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2020 Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan) 9,612 — (7,152) — — 2,460 52
SolAero Technologies Corp. (A1 Term Loan) 3,166 — — — (1,952) 1,214 —
SolAero Technologies Corp. (A2 Term Loan) 8,707 — — — (5,369) 3,338 —
Solaero Technology Corp. (Equity)
826 — — — (826) — —
Total investments—controlled/affiliated $ 22.311 $ — $ (7,152) $ — $ (8,147) $ 7,012 $ 52
(11) In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.
(12) Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio because the Company owns 5% or more of the portfolio company’s outstanding voting securities. Transactions related the portfolio company during the year ended December 31, 2020 were as follows:
123
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/affiliated Fair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2020 Dividend and Interest Income
Direct Travel, Inc. $ 36,757 $ — $ (176) $ 1 $ (11,633) $ 24,949 $ —
Direct Travel, Inc. — 1,231 — — — 1,231 18
Direct Travel, Inc. (Equity) — — — — — — —
Total investments—non-controlled/affiliated $ 36.757 $ 1,231 $ (176) $ 1 $ (11,633) $ 26,180 $ 18
(13) As of December 31, 2020, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Advanced Web Technologies Holding Company Delayed Draw 1.00% $ 2,299 $ (46)
Advanced Web Technologies Holding Company Revolver 0.50 854 (17)
Airnov, Inc. Revolver 0.50 1,250 1
American Physician Partners, LLC Revolver 0.50 550 (29)
AMS Group HoldCo, LLC Revolver 0.50 2,315 (29)
Analogic Corporation Revolver 0.50 168 —
Applied Technical Services Delayed Draw 1.00 132 (3)
Applied Technical Services Revolver 0.50 53 (1)
Apptio, Inc. Revolver 0.50 2,367 36
Captive Resources Midco, LLC Revolver 0.50 2,143 15
Chartis Holding, LLC Delayed Draw 1.00 4,406 2
Chartis Holding, LLC Revolver 0.50 2,401 1
Chemical Computing Group ULC (Canada) Revolver 0.50 29 —
Cobblestone Intermediate Holdco LLC Delayed Draw 1.00 11 —
Comar Holding Company, LLC Revolver 0.50 2,935 11
Comar Holding Company, LLC Delayed Draw 1.00 4,655 17
Cority Software Inc.(Canada) Revolver 0.50 3,000 21
DermaRite Industries, LLC Revolver 0.50 3,103 (29)
Diligent Corporation Delayed Draw 1.00 141 2
Diligent Corporation Revolver 0.50 47 1
Direct Travel, Inc. Delayed Draw 0.50 3,029 —
Ethos Veterinary Health LLC Delayed Draw 1.00 2,696 (37)
EvolveIP, LLC Delayed Draw 1.00 3,333 (4)
EvolveIP, LLC Revolver 0.50 2,941 (3)
FWR Holding Corporation Revolver 0.50 4,444 (380)
Helios Buyer, Inc. Revolver 0.50 1,326 (27)
Helios Buyer, Inc. Delayed Draw — 4,672 (93)
Hercules Borrower LLC Revolver 0.50 2,160 (54)
124
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
Higginbotham Insurance Agency, Inc. Delayed Draw 1.00% $ 1,098 $ (16)
Individual FoodService Holdings, LLC Revolver 0.50 436 (11)
Individual FoodService Holdings, LLC Delayed Draw 1.00 645 (16)
Individual FoodService Holdings, LLC Delayed Draw 1.00 165 (4)
Individual FoodService Holdings, LLC Revolver 0.50 139 (3)
Innovative Business Services, LLC Revolver 0.50 2,232 (41)
K2 Insurance Services, LLC Revolver 0.50 2,290 —
K2 Insurance Services, LLC Delayed Draw 1.00 1,571 —
Kaseya, Inc. Delayed Draw 1.00 1,852 7
Kaseya, Inc. Revolver 0.50 787 3
Lifelong Learner Holdings, LLC Delayed Draw 1.00 1,690 (140)
Lifelong Learner Holdings, LLC Revolver 0.50 1,377 (114)
Liqui-Box Holdings, Inc. Revolver 0.50 1,262 (123)
Mailgun Technologies, Inc. Revolver 0.50 1,342 (23)
National Technical Systems, Inc. Revolver 0.50 835 (6)
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 (13)
Paramit Corporation Delayed Draw — 2,931 (59)
PF Growth Partners, LLC Delayed Draw 1.00 823 (52)
PPC Flexible Packaging, LLC Revolver 0.50 881 (3)
PricewaterhouseCoopers Public Sector LLP Revolver 0.50 6,250 (32)
QW Holding Corporation Delayed Draw 1.00 600 (29)
Redwood Services Group, LLC Delayed Draw 3.63 4,639 18
RSC Acquisition, Inc. Revolver 0.50 608 6
Sapphire Convention, Inc. Revolver 0.50 3,655 (542)
Smile Doctors, LLC Revolver 0.50 707 (14)
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 2,068 —
SPay, Inc. Revolver 0.50 655 (120)
Superior Health Linens, LLC Revolver 0.50 1,667 (8)
T2 Systems, Inc. Revolver 0.50 2,933 —
Tank Holding Corp. Revolver 0.25 47 (1)
TCFI Aevex LLC Delayed Draw 1.00 1,787 (7)
The Leaders Romans Bidco Limited (United Kingdom) Delayed Draw 1.63 £ 204 26
Trump Card, LLC Revolver 0.50 635 (12)
TSB Purchaser, Inc. Revolver 0.50 1,891 (15)
Turbo Buyer, Inc. Revolver 0.50 2,151 20
US INFRA SVCS Buyer, LLC Revolver 0.50 2,275 (5)
US INFRA SVCS Buyer, LLC Delayed Draw 1.00 26,153 (60)
USLS Acquisition, Inc. Revolver 0.50 1,418 (91)
USLS Acquisition, Inc. Delayed Draw 0.50 591 —
125
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
VRC Companies, LLC Revolver 0.50% $ 1,646 $ —
Westfall Technik, Inc. Revolver 0.50 431 (30)
YLG Holdings, Inc. Delayed Draw 1.00 596 (9)
Zemax Software Holdings, LLC Revolver 0.50 642 (15)
Zenith Merger Sub, Inc. Revolver 0.50 1,590 (12)
Zenith Merger Sub, Inc. Delayed Draw 1.00 2,573 (19)
Total unfunded commitments $ 149,508 $ (2,210)
126
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
As of December 31, 2020, investments at fair value consisted of the following:
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt $ 1,298,154 $ 1,224,063 67.0 %
Second Lien Debt 297,962 284,523 15.6
Equity Investments 32,754 33,877 1.9
Investment Funds 294,096 283,286 15.5
Total $ 1,922,966 $ 1,825,749 100.0 %
The rate type of debt investments at fair value as of December 31, 2020 was as follows:
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $ 1,583,061 $ 1,494,850 99.1 %
Fixed Rate 13,055 13,736 0.9
Total $ 1,596,116 $ 1,508,586 100.0 %
127
TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
The industry composition of investments at fair value as of December 31, 2020 was as follows:
Industry Amortized Cost Fair Value % of Fair Value
Aerospace & Defense $ 97,206 $ 87,208 4.8 %
Automotive 57,109 58,730 3.2
Banking, Finance, Insurance & Real Estate 92,217 97,318 5.3
Beverage, Food & Tobacco 85,152 79,948 4.4
Business Services 134,316 132,526 7.3
Capital Equipment 47,446 48,134 2.6
Chemicals, Plastics & Rubber 27,457 25,733 1.4
Construction & Building 1,554 1,578 0.1
Consumer Services 35,103 34,017 1.9
Containers, Packaging & Glass 58,036 59,190 3.2
Durable Consumer Goods 10,302 10,992 0.6
Energy: Oil & Gas 40,135 40,109 2.2
Environmental Industries 63,536 62,238 3.4
Healthcare & Pharmaceuticals 154,547 118,486 6.5
High Tech Industries 205,975 205,709 11.3
Hotel, Gaming & Leisure 100,696 80,444 4.4
Investment Funds 294,096 283,286 15.5
Media: Advertising, Printing & Publishing 37,234 37,261 2.0
Media: Diversified & Production 19,636 19,600 1.1
Non-durable Consumer Goods 1,500 1,664 0.1
Retail 34,818 34,489 1.9
Software 87,026 85,727 4.7
Sovereign & Public Finance 37,055 37,621 2.1
Telecommunications 116,245 98,914 5.4
Transportation: Cargo 29,576 29,389 1.6
Transportation: Consumer 26,912 27,443 1.5
Wholesale 28,081 27,995 1.5
Total $ 1,922,966 $ 1,825,749 100.0 %
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TCG BDC, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2020
(dollar amounts in thousands)
The geographical composition of investments at fair value as of December 31, 2020 was as follows:
Geography Amortized Cost Fair Value % of Fair Value
Canada $ 24,206 $ 24,658 1.4 %
Cyprus 6,112 6,793 40.0
Luxembourg 32,093 29,970 1.6
United Kingdom 88,885 90,112 4.9
United States 1,771,670 1,674,216 91.7
Total $ 1,922,966 $ 1,825,749 100.0 %
The accompanying notes are an integral part of these consolidated financial statements.
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TCG BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021
(dollar amounts in thousands, except per share data)
1. ORGANIZATION
TCG BDC, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “TCG BDC” or the “Company”) is a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group Inc. (formerly, The Carlyle Group L.P). The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through secured debt investments in U.S. middle market companies. The Company's core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. This core strategy is supplemented with complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk diversifying portfolio benefits. The Company seeks to achieve its investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans. The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which the Company is operating.
The Company invests primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal.
On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering (“IPO”), issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of $169,488. Shares of common stock of TCG BDC began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.
Until December 31, 2017, the Company was an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company ceased to be an emerging growth company as of December 31, 2017.
The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940 (“Advisers Act”), as amended. Carlyle Global Credit Administration L.L.C. (“CGCA” or the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C. (“CIM”), a subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global alternative asset manager publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
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TCG BDC SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. Prior to the termination of its senior secured credit facility on December 11, 2020, the SPV invested in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.
On June 26, 2015, the Company completed a $400,000 term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the Company. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 8, Notes Payable, for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation, May 8, 2015.
On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016 and February 22, 2021 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.
On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share (the "Preferred Stock"), to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 10, Net Assets, for further information about the Preferred Stock.
On November 3, 2020, the Company and Cliffwater Corporate Lending Fund ("CCLF"), an investment vehicle managed by Cliffwater LLC, entered into a limited liability company agreement to co-manage Middle Market Credit Fund II, LLC ("Credit Fund II"). Credit Fund II invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board of managers, on which the Company and CCLF each have equal representation. The Company and CCLF have approximately 84.13% and 15.87% economic ownership of Credit Fund II, respectively. The Company contributed certain senior secured debt investments with an aggregate principal balance of approximately $250 million to Credit Fund II in exchange for its 84.13% economic interest and gross cash proceeds of approximately $170 million. See Note 6, Middle Market Credit Fund II, LLC, to these consolidated financial statements for details.
As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”) . The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, the SPVs and the 2015-1 Issuer. All significant intercompany balances and transactions have been eliminated. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.
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The annual financial statements have been prepared in accordance with U.S. GAAP for annual financial information and pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the years presented have been included.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash 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, cash equivalents and restricted cash 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. As of December 31, 2021 and 2020, the Company had restricted cash balances of $70,081 and $16,184 respectively, which represent amounts that are collected by trustees who have been appointed as custodians of the assets securing certain of the Company's financing transactions, and held for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets.
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 December 31, 2021 and 2020, the fair value of the loans in the portfolio with PIK provisions was $243,220 and $240,861, respectively. For the years ended December 31, 2021, 2020 and 2019, the Company earned $9,346, $5,476, and $6,596 in PIK income included in interest income in the accompanying Consolidated Statements of Operations.
Dividend Income
Dividend income from each investment fund, Credit Fund and Credit Fund II, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.
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Other Income
Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the years ended December 31, 2021, 2020 and 2019, the Company earned $6,397, $10,974 and $7,329, respectively, in other income, primarily from amendment, underwriting, and prepayment fees.
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 December 31, 2021 and 2020, the fair value of the loans in the portfolio on non-accrual status was $76,551 and $58,136, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of December 31, 2021 and 2020.
The Facilities, Senior Notes, 2015-1R Notes – Related Costs, Expenses and Deferred Financing Costs
The Company entered into a senior secured revolving credit facility (as amended, the “Credit Facility”), and the SPV entered into a senior secured credit facility (as amended, the "SPV Credit Facility", and together with the Credit Facility, the “Facilities”), which was terminated on December 11, 2020. Interest expense and unused commitment fees on the Facilities are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the “2019 Notes”. On December 11, 2020, the Company issued $75.0 million in aggregate principal amount of 4.500% Senior Unsecured Notes due December 31, 2024 (the "2020 Notes, and together with the 2019 Notes, the “Senior Notes”). The Credit Facility, the 2015-1R Notes and the Senior Notes are recorded at carrying value, which approximates fair value.
Deferred financing costs include capitalized expenses related to the closing or amendments of the Facilities. Amortization of deferred financing costs for each credit facility is computed on the straight-line basis over the respective term of each credit facility. The unamortized balance of such costs is included in deferred financing costs in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in credit facility fees in the accompanying Consolidated Statements of Operations.
Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-1R Notes and Senior Notes. Amortization of debt issuance costs for the notes is computed on the effective yield method over the term of the notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the notes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.
Income Taxes
For federal income tax purposes, the Company has elected to be treated as a RIC under the Code, and intends to make the required distributions to its stockholders as specified therein. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year, although depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of the current year distribution into
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the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. The SPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the years ended December 31, 2021, 2020 and 2019, the Company incurred $782, $573 and $404, respectively, in excise tax expense.
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 common stockholders, other than those stockholders who have “opted out” of the plan. As a result of adopting the plan, if the Board of Directors authorizes, and the Company declares, a cash dividend or distribution, the common stockholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash. Each registered stockholder may elect to have such stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered stockholder that does not so elect, distributions on such stockholder’s shares will be reinvested by State Street Bank and Trust Company, the Company’s plan administrator, in additional shares. The number of shares to be issued to the stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes. The Company intends to use primarily newly issued shares to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless the Company instructs the plan administrator otherwise.
Functional Translations
The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investment is domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying consolidated statements of operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying consolidated statements of operations.
Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations
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attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
Recent Accounting Standards Updates
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements.
3. FAIR VALUE MEASUREMENTS
The Company applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Company values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Company may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Company’s Board of Directors, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of senior management; (iii) the Board of Directors engages a third-party valuation firm to provide positive assurance on portions of the Middle Market Senior Loans and equity investments portfolio each quarter (such that each non-traded investment other than Credit Fund is reviewed by a third-party valuation firm at least once on a rolling twelve month basis) including a review of management’s preliminary valuation and conclusion on fair value; (iv) if applicable, 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) if applicable, 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;
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• 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 certificates 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 December 31, 2021, 2020 and 2019.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
• Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. The types of financial instruments 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. 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 in this category generally include investments in privately-held entities, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Investments in Credit Fund and Credit Fund II are valued based on the legal form of investment. For those structured through LLC membership interests, the practical expedient, or net asset value method is used. For those structured through subordinated notes, a discounted cash flow method is used.
Transfers between levels, if any, are recognized at the beginning of the year in which the transfers occur. For the years ended December 31, 2021 and 2020, t here were no transfers between levels.
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The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2021 and 2020:
December 31, 2021
Level 1 Level 2 Level 3 Total
Assets
First Lien Debt $ — $ — $ 1,232,084 $ 1,232,084
Second Lien Debt — — 341,776 341,776
Equity Investments — — 77,093 77,093
Investment Fund
Mezzanine Loan — — — —
Subordinated Loan and Member's Interest — — 184,141 184,141
Subtotal $ — $ — $ 1,835,094 $ 1,835,094
Investments measured at net asset value (1)
$ 77,958
Total $ 1,913,052
December 31, 2020
Level 1 Level 2 Level 3 Total
Assets
First Lien Debt $ — $ — $ 1,224,063 $ 1,224,063
Second Lien Debt — — 284,523 284,523
Equity Investments — — 33,877 33,877
Investment Fund
Mezzanine Loan — — — —
Subordinated Loan and Member's Interest — — 205,891 205,891
Subtotal $ — $ — $ 1,748,354 $ 1,748,354
Investments measured at net asset value (1)
$ 77,395
Total $ 1,825,749
(1) Amount represents the Company’s investment in Credit Fund II. The Company, as a practical expedient, estimates the fair value of this investment using the net asset value of the Company’s member’s interest in Credit Fund II. As such, the fair value of the Company’s investment in Credit Fund II has not been categorized within the fair value hierarchy.
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The changes in the Company’s investments at fair value for which the Company has used Level 3 inputs to determine fair value and net change in unrealized appreciation (depreciation) included in earnings for Level 3 investments still held are as follows:
Financial Assets
For the year ended December 31, 2021
First Lien Debt Second Lien Debt Equity Investments Investment Fund - Mezzanine Loan Investment Fund - Subordinated Loan and Member's Interest Total
Balance, beginning of year $ 1,224,063 $ 284,523 $ 33,877 $ — $ 205,891 $ 1,748,354
Purchases 669,737 134,170 47,513 — — 851,420
Sales (322,486) (22,123) (23,338) — — (367,947)
Paydowns (383,954) (69,770) (585) — (23,000) (477,309)
Accretion of discount 7,928 1,424 31 — — 9,383
Net realized gains (losses) 2,413 (125) 16,750 — — 19,038
Net change in unrealized appreciation (depreciation) 34,383 13,677 2,845 — 1,250 52,155
Balance, end of year $ 1,232,084 $ 341,776 $ 77,093 $ — $ 184,141 $ 1,835,094
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations $ 28,184 $ 13,657 $ 4,539 $ — $ 1,250 $ 47,630
Financial Assets
For the year ended December 31, 2020
First Lien Debt Second Lien Debt Equity Investments Investment Fund - Mezzanine Loan Investment Fund - Subordinated Loan Total
Balance, beginning of year $ 1,663,138 $ 234,532 $ 21,698 93,000 111,596 $ 2,123,964
Purchases 340,007 119,638 12,003 63,500 92,500 627,648
Sales (465,111) (29,776) (54) (156,500) — (651,441)
Paydowns (253,748) (26,750) (2,003) — — (282,501)
Accretion of discount 7,100 1,072 14 — — 8,186
Net realized gains (losses) (58,766) (228) 522 — — (58,472)
Net change in unrealized appreciation (depreciation) (8,557) (13,965) 1,697 — 1,795 (19,030)
Balance, end of year $ 1,224,063 $ 284,523 $ 33,877 $ — $ 205,891 $ 1,748,354
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations $ (52,388) $ (13,666) $ 1,697 $ — $ 1,795 $ (62,562)
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 equities are generally valued using a market approach and/or an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The income approach typically uses a discounted cash flow analysis of the portfolio company.
Investments in Credit Fund’s mezzanine loan are valued using collateral analysis with expected recovery rate of principal and interest. Investments in Credit Fund’s subordinated loan and member’s interest are valued using discounted cash flow analysis with expected discount rate, default rate and recovery rate of principal and interest.
The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of December 31, 2021 and 2020:
Fair Value as Valuation Techniques Significant Unobservable Inputs Range Weighted Average
of December 31, 2021 Low High
Investments in First Lien Debt $ 981,627 Discounted Cash Flow Discount Rate 3.90 % 14.21 % 7.70 %
185,432 Consensus Pricing Indicative Quotes 90.00 100.00 97.69
65,025 Income Approach Discount Rate 11.55 % 13.18 % 12.24 %
Market Approach Comparable Multiple 6.68x 8.16x 7.53x
Total First Lien Debt 1,232,084
Investments in Second Lien Debt 299,664 Discounted Cash Flow Discount Rate 7.11 % 15.83 % 9.46 %
42,112 Consensus Pricing Indicative Quotes 97.25 98.00 97.49
Total Second Lien Debt 341,776
Investments in Equity 77,093 Income Approach Discount Rate 7.22 % 11.55 % 8.38 %
Market Approach Comparable Multiple 8.16x 16.43x 11.26x
Total Equity Investments 77,093
Investments in Credit Fund
Mezzanine Loan — Collateral Analysis Recovery Rate — % — % — %
Subordinated Loan and Member's Interest 184,141 Discounted Cash Flow Discount Rate 8.50 % 8.50 % 8.50 %
Discounted Cash Flow Default Rate 3.00 % 3.00 % 3.00 %
Discounted Cash Flow Recovery Rate 65.00 % 65.00 % 65.00 %
Total Investments in Credit Fund 184,141
Total Level 3 Investments $ 1,835,094
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Fair Value as Valuation Techniques Significant
Unobservable
Inputs Range Weighted Average
of December 31, 2020 Low High
Investments in First Lien Debt $ 879,159 Discounted Cash Flow Discount Rate 3.96 % 16.60 % 8.80 %
287,191 Consensus Pricing Indicative Quotes 89.11 100.00 97.70
57,713 Income Approach Discount Rate 12.80 % 14.70 % 13.50 %
Market Approach Comparable Multiple 3.17x 6.99x 6.43x
Total First Lien Debt 1,224,063
Investments in Second Lien Debt 238,785 Discounted Cash Flow Discount Rate 7.14 % 15.27 % 9.67 %
45,738 Consensus Pricing Indicative Quotes 82.88 100.00 87.75
Total Second Lien Debt 284,523
Investments in Equities 33,877 Income Approach Discount Rate 7.22 % 12.80 % 8.84 %
Market Approach Comparable Multiple 6.99x 16.43x 10.50x
Total Equity Investments 33,877
Investments in Investment Fund
Mezzanine Loan — Collateral Analysis Recovery Rate 100.00 % 100.00 % 100.00 %
Subordinated Loan 205,891.3 Discounted Cash Flow Discount Rate 8.50 % 8.50 % 8.50 %
Discounted Cash Flow Default Rate 3.00 % 3.00 % 3.00 %
Discounted Cash Flow Recovery Rate 65.00 % 65.00 % 65.00 %
Total Investment Fund 205,891
Total Level 3 Investments $ 1,748,354
The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.
The significant unobservable input used in the fair value measurement of the Company’s investments in the mezzanine loan of Credit Fund are recovery rates of principal and interest. Significant decreases in recovery rates would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in the subordinated loan and member’s interest of Credit Fund are discount rates, default rates and recovery rates. Significant increases in the discount rates or default rates in isolation would result in a significantly lower fair value measurement. A significant decreases in recovery rates in isolation would result in a significantly lower fair value measurement.
Financial instruments disclosed but not carried at fair value
The following table presents the carrying value and fair value of the Company’s secured borrowings and senior unsecured notes disclosed but not carried at fair value as of December 31, 2021 and 2020:
December 31, 2021 December 31, 2020
Carrying Value Fair Value Carrying Value Fair Value
Secured borrowings $ 407,655 $ 407,655 $ 347,949 $ 347,949
2019 Notes 115,000 117,300 115,000 116,250
2020 Notes 75,000 75,530 75,000 75,000
Total $ 597,655 $ 600,485 $ 537,949 $ 539,199
The carrying values of the secured borrowings and senior 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 and senior unsecured
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notes are discount rates. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement.
The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes disclosed but not carried at fair value as of December 31, 2021 and 2020:
December 31, 2021 December 31, 2020
2015-1R Notes Carrying Value Fair Value Carrying Value Fair Value
Aaa/AAA Class A-1-1-R Notes $ 234,800 $ 234,941 $ 234,800 $ 230,996
Aaa/AAA Class A-1-2-R Notes 50,000 50,075 50,000 49,645
Aaa/AAA Class A-1-3-R Notes 25,000 24,680 25,000 25,017
AA Class A-2-R Notes 66,000 66,003 66,000 64,895
A Class B Notes 46,400 46,430 46,400 45,291
BBB- Class C Notes 27,000 26,714 27,000 24,592
Total $ 449,200 $ 448,843 $ 449,200 $ 440,436
The fair value determination of the Company’s notes payable was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.
The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.
4. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 and August 6, 2018 after receipt of requisite Board and stockholders' approvals, as applicable (as amended, the “Investment Advisory Agreement”). Unless terminated earlier, the Investment Advisory Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the Board of Directors and by the vote of a majority of the Independent Directors. On May 26, 2021, the Company's Board of Directors, including a majority of the Independent Directors, approved the continuance of the Company's Investment Advisory Agreement with the Adviser for an additional one-year term. Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the "Order") and a determination by the Board of Directors that reliance on the order was appropriate due to circumstances related to the current or potential side-effects of COVID-19, the May 26 meeting was held by video- and telephone-conference. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Subject to the overall supervision of the Board of Directors, the Adviser provides investment advisory services to the Company. For providing these services, the Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.
The base management fee has been calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters; provided, however, effective July 1, 2018, the base management fee is calculated at an annual rate of 1.00% of the average value of the gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the average value of the Company’s net asset value at the end of the two most recently completed calendar quarters. The base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from the use of leverage.For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.
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The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, has been compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.
Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
• no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;
• 100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and
• 17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee investment income thereafter is allocated to the Investment Adviser.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5% of realized capital gains, if any, on a cumulative basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation.
Below is a summary of the base management fees and incentive fees incurred during the years ended December 31, 2021, 2020 and 2019.
For the years ended December 31,
2021 2020 2019
Base management fees $ 28,343 $ 28,648 $ 31,316
Incentive fees on pre-incentive fee net investment income 17,680 18,555 22,872
Realized capital gains incentive fees — — —
Accrued capital gains incentive fees — — —
Total capital gains incentive fees — — —
Total incentive fees 17,680 18,555 22,872
Total base management fees and incentive fees $ 46,023 $ 47,203 $ 54,188
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Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual.
As of December 31, 2021 and 2020, $11,819 and $11,549, respectively, was included in base management and incentive fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
On April 3, 2013, the Investment Adviser entered into a personnel agreement with The Carlyle Group Employee Co., L.L.C. (“Carlyle Employee Co.”), an affiliate of the Investment Adviser, pursuant to which Carlyle Employee Co. provides the Investment Adviser with access to investment professionals.
Administration Agreement
On April 3, 2013, the Company’s Board of Directors approved the Administration Agreement. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Financial Officer, Chief Compliance Officer and Treasurer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.
Unless terminated earlier, the Administration Agreement will renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 26, 2021, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the Administration Agreement for a one year period. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.
For the years ended December 31, 2021, 2020 and 2019, the Company incurred $1,338, $679 and $539, respectively, in fees under the Administrative Agreement, which were included in administrative service fees in the accompanying Consolidated Statements of Operations. As of December 31, 2021 and 2020, $482 and $85, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.
Sub-Administration Agreements
On April 3, 2013, the Administrator entered into a sub-administration agreement with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the Administrator with access to personnel.
On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street and, such agreement, the "State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreement, the “Sub-Administration Agreements”). Unless terminated earlier, the State Street Sub-Administration Agreement renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May 26, 2021, the Company’s Board of Directors, including a majority of the Independent Directors, approved the continuance of the State Street Sub-Administration Agreement for a one year period. The State Street Sub-Administration Agreement may be terminated upon at least 60 days’ written notice and without penalty by the vote of a majority of the outstanding securities of the Company, or by the vote of the Board of Directors or by either party to the State Street Sub-Administration Agreement.
For the years ended December 31, 2021, 2020 and 2019, fees incurred in connection with the State Street Sub-Administration Agreement, which amounted to $684, $659 and $755, respectively, were included in other general and administrative in the accompanying Consolidated Statements of Operations. As of December 31, 2021 and 2020, $682 and
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$334, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
License Agreement
The Company has entered into a royalty free license agreement with CIM, which wholly owns our Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which CIM has granted the Company a non-exclusive, revocable and non-transferable license to use the name and mark “Carlyle.”
Board of Directors
The Company’s Board of Directors currently consists of seven members, five of whom are Independent Directors. The Board of Directors has established an Audit Committee, a Pricing Committee, a Nominating and Governance Committee and a Compensation Committee, the members of each of which consist entirely of the Company’s Independent Directors. The Board of Directors may establish additional committees in the future. For the years ended December 31, 2021, 2020 and 2019, the Company incurred $561, $398 and $353, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and the it’s committees. As of December 31, 2021 and 2020, $142 and $96, respectively, in fees or expenses associated with its Independent Directors were payable, and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.
Transactions with Investment Funds
During the years ended December 31, 2021, 2020 and 2019, the Company sold 8, 4 and 2 investments, respectively, to Credit Fund for proceeds of $118,204, $62,754 and $34,728, respectively, and realized gains of $1,075, $(2,289) and $208, respectively. See Note 5, Middle Market Credit Fund, LLC, to these consolidated financial statements.
During the year ended December 31, 2021, the Company sold 17 investments to Credit Fund II for proceeds of $84,554 and realized gains (losses) of $468. The Company did not sell any investments to Credit Fund II during the years ended December 31, 2020 and 2019. On November 3, 2020, pursuant to a contribution agreement by and between the Company and Credit Fund II, the Company contributed 45 senior secured debt investments with an aggregate principal balance of approximately $250 million to Credit Fund II in exchange for approximately 84.13% of Credit Fund II’s membership interests and gross cash proceeds of approximately $170 million. There were no subsequent transfers through December 31, 2020. See Note 6, Middle Market Credit Fund II, LLC, for further information about Credit Fund II.
Transactions with Carlyle
On May 5, 2020, the Company issued and sold 2,000,000 shares of the Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 10, Net Assets, for further information about the Preferred Stock.
In December 2020, the Company paid an affiliate of Carlyle a fee for underwriting services rendered in connection with the issuance of the 2020 Notes in the amount of 0.75% of the aggregate principal amount of the 2020 Notes. See Note 8, Notes Payable, for further information about the 2020 Notes.
5. MIDDLE MARKET CREDIT FUND, LLC
Overview
On February 29, 2016, the Company and Credit Partners entered into an amended and restated limited liability company agreement, which was subsequently amended and restated on June 24, 2016 and February 22, 2021 (as amended, the "Limited Liability Company Agreement") to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
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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 (“Credit Fund Sub”), MMCF CLO 2017-1 LLC (the “2017-1 Issuer”), MMCF CLO 2019-2, LLC (the “2019-2 Issuer”) and MMCF Warehouse II, LLC (“Credit Fund Warehouse II”), each a Delaware limited liability company, were formed on April 5, 2016, October 6, 2017, November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, the 2019-2 Issuer, and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. In December 2020, the 2017-1 Notes, as defined below, were redeemed in full and notes outstanding were repaid in full. In August 2021, the 2019-2 Notes, as defined below, were redeemed in full and notes outstanding were repaid in full. Credit Fund Sub and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to “Debt” below in this Note 5 for discussion regarding the credit facilities entered into and the notes issued by such wholly-owned subsidiaries.
Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the “Credit Fund Administrative Agent”), pursuant to which the Credit Fund Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Credit Fund Administrative Agent in performing its obligations thereunder.
Selected Financial Data
Since inception of Credit Fund and through December 31, 2021 and 2020, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $216,000 in subordinated loans, respectively, to Credit Fund. On May 25, 2021, the Company and Credit Partners received an aggregate return of capital on the subordinated loans of $46,000, of which the Company received $23,000. Below is certain summarized consolidated information for Credit Fund as of December 31, 2021 and 2020.
As of December 31,
2021 2020
ASSETS
Investments, at fair value (amortized cost of $940,092 and $1,080,538, respectively) $ 926,959 $ 1,056,381
Cash and cash equivalents (1)
54,041 119,796
Other assets 7,698 7,553
Total assets $ 988,698 $ 1,183,730
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings $ 600,651 $ 514,261
Notes payable, net of unamortized debt issuance costs of $0 and $1,559, respectively) — 253,933
Other liabilities 19,828 15,543
Subordinated loans and members’ equity (2)
368,219 399,993
Total liabilities and members’ equity $ 988,698 $ 1,183,730
(1) As of December 31, 2021 and 2020, $10,816 and $83,574, respectively, of Credit Fund’s cash and cash equivalents was restricted.
(2) As of December 31, 2021 and 2020, the fair value of the Company's ownership interest in the subordinated loans and members' equity was $184,141 and $205,891, respectively.
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For the Years Ended December 31,
2021 2020
Total investment income $ 68,397 $ 83,476
Expenses
Interest and credit facility expenses 21,763 40,238
Other expenses 1,992 2,034
Total expenses 23,755 42,272
Net investment income (loss) 44,642 41,204
Net realized gain (loss) on investments (1,440) —
Net change in unrealized appreciation (depreciation) on investments 11,024 (12,839)
Net increase in members’ equity resulting from operations $ 54,226 $ 28,365
Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of December 31, 2021 and 2020:
As of December 31,
2021 2020
Senior secured loans (1)
$ 942,930 $ 1,084,491
Weighted average yields of senior secured loans based on amortized cost (2)
6.04 % 6.03 %
Weighted average yields of senior secured loans based on fair value (2)
6.09 % 6.15 %
Number of portfolio companies in Credit Fund 45 54
Average amount per portfolio company (1)
$ 20,954 $ 20,083
Number of loans on non-accrual status — —
Fair value of loans on non-accrual status $ — $ —
Percentage of portfolio at floating interest rates (3) (4)
100.0 % 97.7 %
Percentage of portfolio at fixed interest rates (4)
— % 2.3 %
Fair value of loans with PIK provisions $ — $ 24,113
Percentage of portfolio with PIK provisions (4)
— % 2.3 %
(1) At par/principal amount.
(2) Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021 and 2020. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
(3) Floating rate debt investments are generally subject to interest rate floors.
(4) Percentages based on fair value.
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Table of Contents
Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.% of fair value)
ACR Group Borrower, LLC ^+ (2)(3)(6) Aerospace & Defense L + 4.25% 5.50% 3/31/2028 $ 34,477 $ 33,913 $ 34,477
Acrisure, LLC +# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.78% 2/13/2027 25,376 25,353 25,203
Acrisure, LLC + (2)(3) Banking, Finance, Insurance & Real Estate L + 4.25% 4.75% 2/13/2027 6,700 6,650 6,687
Analogic Corporation ^+ (2)(3)(6) Capital Equipment L + 5.25% 6.25% 6/22/2024 19,796 19,781 19,587
Anchor Packaging, Inc. +# (2)(3) Containers, Packaging & Glass L + 4.00% 4.10% 7/18/2026 24,472 24,385 24,215
API Technologies Corp. +# (2)(3) Aerospace & Defense L + 4.25% 4.35% 5/9/2026 14,625 14,575 14,251
Aptean, Inc. +# (2)(3) Software L + 4.25% 4.35% 4/23/2026 12,157 12,113 12,087
Avalign Technologies, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 4.50% 4.63% 12/22/2025 14,443 14,354 14,320
Avenu Holdings, LLC + (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2024 23,350 23,350 23,350
BMS Holdings III Corp. + (2)(3) Construction & Building L + 5.50% 6.50% 9/30/2026 11,244 11,143 11,071
Chartis Holding, LLC + (2)(3)(6) Business Services L + 5.50% 6.50% 5/1/2025 6,964 6,964 6,964
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6) Software L + 4.50% 5.50% 8/30/2024 13,912 13,480 13,845
Chudy Group, LLC ^+ (2)(3)(6) Healthcare & Pharmaceuticals L + 5.75% 6.75% 6/30/2027 33,021 32,465 33,657
Diligent Corporation ^+ (2)(3)(6) Telecommunications L + 6.25% 7.25% 8/4/2025 9,049 8,816 9,228
Divisions Holding Corporation +# (2)(3) Business Services L + 4.75% 5.50% 5/27/2028 24,938 24,706 24,953
DTI Holdco, Inc. + (2)(3) High Tech Industries L + 4.75% 5.75% 9/30/2023 18,495 18,442 18,237
Eliassen Group, LLC + (2)(3) Business Services L + 4.50% 4.60% 11/5/2024 15,159 15,103 15,152
EPS Nass Parent, Inc. ^+ (2)(3)(6) Utilities: Electric L + 5.75% 6.75% 4/19/2028 32,846 32,169 32,507
EvolveIP, LLC ^+ (2)(3)(6) Telecommunications L + 5.50% 6.50% 6/7/2025 40,196 40,126 39,973
Exactech, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,307 21,221 21,073
Excel Fitness Holdings, Inc. +# (2)(3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,500 24,336 24,500
Frontline Technologies Holdings, LLC + (2)(3) Software L + 5.25% 6.25% 9/18/2023 14,736 14,269 14,736
GSM Acquisition Corp. ^+ (2)(3)(6) Hotel, Gaming & Leisure L + 5.00% 6.00% 11/16/2026 25,623 25,331 25,396
Heartland Home Services, Inc + (2)(3)(6) Consumer Services L + 6.00% 7.00% 12/15/2026 17,664 17,664 17,735
HMT Holding Inc. ^+ (2)(3)(6) Energy: Oil & Gas L + 5.75% 6.75% 11/17/2023 32,484 32,245 31,086
Integrity Marketing Acquisition, LLC ^+ (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 8/27/2025 32,853 32,309 32,403
Jensen Hughes, Inc. + (2)(3)(6) Utilities: Electric L + 4.50% 5.50% 3/22/2024 34,392 34,347 33,395
K2 Insurance Services, LLC + (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/1/2026 12,929 12,929 12,906
KAMC Holdings, Inc. +# (2)(3) Energy: Electricity L + 4.00% 4.18% 8/14/2026 13,685 13,638 11,450
KBP Investments, LLC + (2)(3)(6) Beverage, Food & Tobacco L + 5.00% 5.75% 5/25/2027 36,973 36,599 36,570
Odyssey Logistics & Technology Corp. +# (2)(3) Transportation: Cargo L + 4.00% 5.00% 10/12/2024 9,605 9,580 9,509
Output Services Group ^+ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 3/27/2024 19,222 19,194 16,467
Premise Health Holding Corp. +# (2)(3) Healthcare & Pharmaceuticals L + 3.50% 3.72% 7/10/2025 13,445 13,409 13,419
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Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Q Holding Company +# (2)(3) Automotive L + 5.00% 6.00% 12/31/2023 $ 21,515 $ 21,421 $ 21,098
QW Holding Corporation ^+ (2)(3)(6) Environmental Industries L + 6.25% 7.25% 8/31/2024 14,116 13,887 13,645
Radiology Partners, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 4.25% 4.36% 7/9/2025 27,686 27,603 27,245
RevSpring Inc. +# (2)(3) Media: Advertising, Printing & Publishing L + 4.25% 4.47% 10/11/2025 29,149 29,001 29,067
Striper Buyer, LLC + (2)(3) Containers, Packaging & Glass L + 5.50% 6.25% 12/30/2026 14,850 14,720 14,850
Turbo Buyer, Inc. + (2)(3)(6) Automotive L + 6.00% 7.00% 12/2/2025 13,960 13,960 13,661
U.S. TelePacific Holdings Corp. + (2)(3) Telecommunications L + 5.50% 6.50% 5/2/2023 6,660 6,643 4,995
USALCO, LLC + (2)(3) Chemicals, Plastics & Rubber L + 6.00% 7.00% 10/19/2027 14,995 14,704 14,704
VRC Companies, LLC ^+ (2)(3)(6) Business Services L + 5.50% 6.25% 6/29/2027 26,520 26,103 26,162
Welocalize, Inc. + (2)(3)(6) Business Services L + 4.75% 5.75% 12/23/2024 34,201 33,868 33,444
WRE Holding Corp. ^+ (2)(3)(6) Environmental Industries SOFR + 5.50% 6.50% 1/3/2025 8,740 8,724 8,584
Yellowstone Buyer Acquisition, LLC + (2)(3) Consumer Goods: Durable L + 5.75% 6.75% 9/13/2027 39,900 39,135 39,095
First Lien Debt Total $ 934,728 $ 926,959
Equity Investments (0.00% of fair value)
DBI Holding, LLC ^ Transportation: Cargo 2,961 $ — $ —
DBI Holding, LLC ^ Transportation: Cargo 13,996 5,364 —
Equity Investments Total $ 5,364 $ —
Total Investments
$ 940,092 $ 926,959
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Warehouse II.
# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Sub.
(1) Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2021, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.10%, the 90-day LIBOR at 0.22% and the 180-day LIBOR at 0.33%.
(3) Loan includes interest rate floor feature, which is generally 1.00%.
(4) Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5) Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these consolidated financial statements.
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(6) As of December 31, 2021, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
ACR Group Borrower, LLC Revolver 0.38 % $ 7,350 $ —
Analogic Corporation Revolver 0.50 847 (9)
Chartis Holding, LLC Revolver 0.50 2,183 —
Chemical Computing Group ULC (Canada) Revolver 0.50 873 (4)
Chudy Group, LLC Delayed Draw 1.00 5,517 88
Chudy Group, LLC Revolver 0.50 1,379 22
Diligent Corporation Delayed Draw 1.00 1,653 26
Diligent Corporation Revolver 0.50 703 11
EPS Nass Parent, Inc. Delayed Draw 1.00 3,136 (29)
EPS Nass Parent, Inc. Revolver 0.50 941 (9)
EvolveIP, LLC Revolver 0.50 3,360 (17)
GSM Acquisition Corp. Delayed Draw 1.00 4,313 (33)
Heartland Home Services, Inc Revolver 0.50 746 3
HMT Holding Inc. Revolver 0.50 6,173 (223)
Integrity Marketing Acquisition, LLC Delayed Draw 0.00 7,000 (71)
Integrity Marketing Acquisition, LLC Delayed Draw 1.00 4,453 (45)
Jensen Hughes, Inc. Revolver 0.50 2,000 (55)
K2 Insurance Services, LLC Revolver 0.50 1,170 (2)
KBP Investments, LLC Delayed Draw 1.00 503 (5)
KBP Investments, LLC Delayed Draw 1.00 2,415 (24)
QW Holding Corporation Delayed Draw 1.00 9,338 (162)
QW Holding Corporation Revolver 0.50 3,794 (66)
Turbo Buyer, Inc. Revolver 0.50 933 (19)
VRC Companies, LLC Delayed Draw 0.75 2,521 (30)
VRC Companies, LLC Revolver 0.50 833 (10)
Welocalize, Inc. Revolver 0.50 3,375 (64)
Welocalize, Inc. Revolver 0.50 2,250 (43)
WRE Holding Corp. Revolver 0.50 624 (10)
Total unfunded commitments $ 80,383 $ (780)
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Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest
Rate (2)
Maturity
Date
Par/
Principal
Amount
Amortized
Cost (4)
Fair
Value (5)
First Lien Debt (97.5% of fair value)
Acrisure, LLC \# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.65% 2/15/2027 $ 25,634 $ 25,606 $ 25,104
Alku, LLC +# (2)(3) Business Services L + 5.50% 5.75% 7/29/2026 23,666 23,466 23,512
Alpha Packaging Holdings, Inc. +\ (2)(3) Containers, Packaging & Glass L + 6.00% 7.00% 11/12/2021 16,378 16,378 16,378
AmeriLife Holdings LLC # (2)(3) Banking, Finance, Insurance & Real Estate L + 4.00% 4.15% 3/18/2027 9,951 9,929 9,802
Analogic Corporation ^+ (2)(3)(6) Capital Equipment L + 5.25% 6.25% 6/22/2024 18,857 18,837 18,857
Anchor Packaging, Inc. +# (2)(3) Containers, Packaging & Glass L + 4.00% 4.15% 7/18/2026 24,723 24,617 24,656
API Technologies Corp. +\ (2)(3) Aerospace & Defense L + 4.25% 4.49% 5/9/2026 14,775 14,713 13,999
Aptean, Inc. +\ (2)(3) Software L + 4.25% 4.40% 4/23/2026 12,281 12,227 12,077
AQA Acquisition Holding, Inc. +\ (2)(3)(6) High Tech Industries L + 4.25% 5.25% 5/24/2023 18,759 18,752 18,757
Astra Acquisition Corp. +# (2)(3) Software L + 5.50% 6.50% 3/1/2027 28,783 28,392 28,783
Avalign Technologies, Inc. +\ (2)(3) Healthcare & Pharmaceuticals L + 4.50% 4.73% 12/22/2025 14,592 14,481 14,334
Big Ass Fans, LLC +\# (2)(3) Capital Equipment L + 3.75% 4.75% 5/21/2024 13,766 13,714 13,766
BK Medical Holding Company, Inc. ^+ (2)(3)(6) Healthcare & Pharmaceuticals L + 5.25% 6.25% 6/22/2024 24,165 23,951 22,363
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6) Software L + 5.00% 6.00% 8/30/2023 14,055 13,378 14,055
Clarity Telecom LLC. + (2)(3) Media: Broadcasting & Subscription L + 4.25% 4.40% 8/30/2026 14,813 14,773 14,813
Clearent Newco, LLC ^ (2)(3)(6) High Tech Industries L + 6.50% 7.50% 3/20/2025 4,079 4,079 3,907
Clearent Newco, LLC ^+\ (2)(3) High Tech Industries L + 5.50% 7.50% 3/20/2025 29,486 29,236 28,722
DecoPac, Inc. ^+\ (2)(3)(6) Non-durable Consumer Goods L + 4.25% 5.25% 9/29/2024 12,336 12,253 12,318
Diligent Corporation ^+ (2)(3)(6) Telecommunications L + 6.25% 7.25% 8/4/2025 8,683 8,411 8,819
DTI Holdco, Inc. ^+\ (2)(3) High Tech Industries L + 4.75% 5.75% 9/30/2023 18,690 18,642 16,655
Eliassen Group, LLC +\ (2)(3) Business Services L + 4.25% 4.40% 11/5/2024 7,543 7,516 7,483
EvolveIP, LLC ^+ (2)(3)(6) Telecommunications L + 5.75% 6.75% 6/7/2023 19,800 19,759 19,775
Exactech, Inc. +\# (2)(3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,528 21,416 20,422
Excel Fitness Holdings, Inc. +# (2)(3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,750 24,546 22,780
Frontline Technologies Holdings, LLC + (2)(3) Software L + 5.75% 6.75% 9/18/2023 14,886 14,198 14,589
Golden West Packaging Group LLC +\ (2)(3) Containers, Packaging & Glass L + 5.25% 6.25% 6/20/2023 29,012 28,896 28,974
HMT Holding Inc. +\ (2)(3)(6) Energy: Oil & Gas L + 5.00% 6.00% 11/17/2023 32,821 32,458 30,984
Integrity Marketing Acquisition, LLC ^+ (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 6.25% 7.25% 8/27/2025 7,836 7,701 7,956
Jensen Hughes, Inc. +\ (2)(3)(6) Utilities: Electric L + 4.50% 5.50% 3/22/2024 34,584 34,489 33,424
KAMC Holdings, Inc. +# (2)(3) Energy: Electricity L + 4.00% 4.23% 8/14/2026 13,825 13,768 12,531
KBP Investments, LLC ^+ (2)(3)(6) Beverage, Food & Tobacco L + 5.00% 6.00% 5/15/2023 9,292 9,059 9,350
Marco Technologies, LLC ^+\ (2)(3)(6) Media: Advertising, Printing & Publishing L + 4.00% 5.00% 10/30/2023 7,332 7,293 7,332
Mold-Rite Plastics, LLC +\ (2)(3) Chemicals, Plastics & Rubber L + 4.25% 5.25% 12/14/2021 14,520 14,501 14,520
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Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest
Rate (2)
Maturity
Date
Par/
Principal
Amount
Amortized
Cost (4)
Fair
Value (5)
Newport Group Holdings II, Inc. +\# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.75% 9/13/2025 23,475 23,285 23,405
Odyssey Logistics & Technology Corp. +\# (2)(3) Transportation: Cargo L + 4.00% 5.00% 10/12/2024 $ 38,897 $ 38,773 $ 37,766
Output Services Group ^+\ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 3/27/2024 19,421 19,382 14,178
Pasternack Enterprises, Inc. +\ (2)(3) Capital Equipment L + 4.00% 5.00% 7/2/2025 22,524 22,513 22,218
Pharmalogic Holdings Corp. +\ (2)(3) Healthcare & Pharmaceuticals L + 4.00% 5.00% 6/11/2023 11,205 11,189 11,158
Premise Health Holding Corp. +\# (2)(3) Healthcare & Pharmaceuticals L + 3.50% 3.75% 7/10/2025 13,584 13,538 13,503
Propel Insurance Agency, LLC ^+\ (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 6/1/2024 38,134 37,662 37,716
Q Holding Company +\# (2)(3) Automotive L + 5.00% 6.00% 12/31/2023 21,735 21,604 20,229
QW Holding Corporation + (2)(3)(6) Environmental Industries L + 6.25% 7.25% 8/31/2022 11,566 11,465 10,727
Radiology Partners, Inc. +\# (2)(3) Healthcare & Pharmaceuticals L + 4.25% 4.81% 7/9/2025 27,686 27,581 27,193
RevSpring Inc. +\# (2)(3) Media: Advertising, Printing & Publishing L + 4.25% 4.40% 10/11/2025 29,449 29,265 29,199
Situs Group Holdings Corporation +\ (2)(3) Banking, Finance, Insurance & Real Estate L + 4.75% 5.75% 6/28/2025 14,781 14,689 14,636
T2 Systems, Inc. ^+ (2)(3)(6) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 29,119 28,743 29,118
The Original Cakerie, Ltd. (Canada) +\ (2)(3)(6) Beverage, Food & Tobacco L + 4.50% 5.50% 7/20/2022 6,295 6,281 6,289
The Original Cakerie, Ltd. (Canada) + (2)(3) Beverage, Food & Tobacco L + 5.00% 6.00% 7/20/2022 8,837 8,815 8,829
Thoughtworks, Inc. \# (2)(3) Business Services L + 3.75% 4.75% 10/11/2024 11,704 11,683 11,704
U.S. Acute Care Solutions, LLC +\ (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 5/15/2021 31,211 31,184 29,104
U.S. TelePacific Holdings Corp. +\ (2)(3) Telecommunications L + 5.50% 6.50% 5/2/2023 26,660 26,585 23,984
VRC Companies, LLC + (2)(3)(6) Business Services L + 6.50% 7.50% 3/31/2023 30,582 29,464 30,582
Water Holdings Acquisition LLC ^+ (2)(3)(6) Utilities: Water L + 5.25% 6.25% 12/18/2026 26,316 25,520 25,516
Welocalize, Inc. + (2)(3)(6) Business Services L + 4.50% 5.50% 12/23/2023 22,629 22,414 22,584
WRE Holding Corp. ^+ (2)(3)(6) Environmental Industries L + 5.25% 6.25% 1/3/2023 8,367 8,336 8,252
First Lien Debt Total
$ 1,051,406 $ 1,029,687
Second Lien Debt (2.3% of fair value)
DBI Holding, LLC ^ (2) Transportation: Cargo 9.00% PIK 9.00% 2/1/2026 $ 24,113 $ 23,768 $ 24,113
Second Lien Debt Total
$ 23,768 $ 24,113
Equity Investments (0.2% of fair value)
DBI Holding, LLC ^ Transportation: Cargo 2,961 $ — $ —
DBI Holding, LLC ^ Transportation: Cargo 13,996 5,364 2,581
Equity Investments Total $ 5,364 $ 2,581
Total Investments
$ 1,080,538 $ 1,056,381
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.
+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2019-2 Issuer or Credit Fund Warehouse II.
\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or Credit Fund Warehouse II.
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# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or 2019-2 Issuer.
(1) Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2020, the geographical composition of investments as a percentage of fair value was 2.76% in Canada and 97.24% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.
(3) Loan includes interest rate floor feature, which is generally 1.00%.
(4) Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5) Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to these consolidated financial statements.
(6) As of December 31, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
Analogic Corporation Revolver 0.50 % $ 1,975 $ —
AQA Acquisition Holding, Inc. Revolver 0.50 2,459 —
BK Medical Holding Company, Inc. Revolver 0.50 2,609 (176)
Chemical Computing Group ULC (Canada) Revolver 0.50 873 —
Clearent Newco, LLC Delayed Draw 1.00 2,549 (66)
DecoPac, Inc. Revolver 0.50 2,143 (3)
Diligent Corporation Delayed Draw 1.00 2,109 25
Diligent Corporation Revolver 0.50 703 8
EvolveIP, LLC Delayed Draw 1.00 1,904 (2)
EvolveIP, LLC Revolver 0.50 1,680 (2)
HMT Holding Inc. Revolver 0.50 6,173 (291)
Integrity Marketing Acquistion, LLC Delayed Draw 1.00 4,144 41
Jensen Hughes, Inc. Delayed Draw 1.00 1,127 (35)
Jensen Hughes, Inc. Revolver 0.50 1,364 (43)
KBP Investments, LLC Delayed Draw 1.00 503 1
KBP Investments, LLC Delayed Draw 1.00 10,190 30
Marco Technologies, LLC Delayed Draw 1.00 7,500 —
Propel Insurance Agency, LLC Revolver 0.50 1,905 (19)
Propel Insurance Agency, LLC Delayed Draw 1.00 1,733 (17)
QW Holding Corporation Revolver 0.50 5,498 (268)
QW Holding Corporation Delayed Draw 1.00 161 (8)
T2 Systems, Inc. Revolver 0.50 1,955 —
The Original Cakerie, Ltd. (Canada) Revolver 0.50 1,665 (1)
VRC Companies, LLC Revolver 0.50 858 —
Water Holdings Acquisition LLC Delayed Draw 1.00 8,421 (168)
Water Holdings Acquisition LLC Revolver 0.50 5,263 (105)
Welocalize, Inc. Revolver 0.50 2,250 (4)
WRE Holding Corp. Revolver 0.50 852 (10)
WRE Holding Corp. Delayed Draw 1.00 563 (7)
Total unfunded commitments $ 81,129 $ (1,120)
Debt
The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. As of December 31, 2021 and 2020, Credit Fund, Credit Fund Sub, and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the respective periods.
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Credit Fund
Facility Credit Fund Sub
Facility Credit Fund Warehouse II Facility
Outstanding balance as of December 31, 2019 $ 93,000 $ 343,506 $ 97,571
Borrowings 63,500 269,313 54,373
Repayments (156,500) (191,960) (58,542)
Outstanding balance as of December 31, 2020 — 420,859 93,402
Borrowings — 444,000 52,250
Repayments — (350,238) (59,622)
Outstanding balance as of December 31, 2021 $ — $ 514,621 $ 86,030
Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, March 20, 2020 and February 22, 2021, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is May 21, 2022. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.
Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019, March 11, 2020, and May 3, 2021. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.
Credit Fund Warehouse II Facility . On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the "Credit Fund Warehouse II Facility") with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Warehouse II Facility. The maturity date of the Credit Fund Warehouse II Facility is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.50%. Amounts borrowed under the Credit Fund Warehouse II Facility during the first 12 months bore interest at a rate of LIBOR plus 1.05%, and amounts borrowed in the second 12 months bore interest at LIBOR plus 1.15%.
2017-1 Notes
On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:
• $231,700 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.17%;
• $48,300 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 1.50%;
• $15,000 of A2/A Class B-1 Notes, which bore interest at the three-month LIBOR plus 2.25%;
• $9,000 of A2/A Class B-2 Notes which bore interest at 4.30%;
• $22,900 of Baa2/BBB Class C Notes which bore interest at the three-month LIBOR plus 3.20%; and
• $25,100 of Ba2/BB Class D Notes which bore interest at the three-month LIBOR plus 6.38%.
The 2017-1 Notes are scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund's contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests did not bear interest and had a nominal value of $47,900 at closing.
The 2017-1 Notes were fully redeemed during the year ended December 31, 2020. As of the redemption date, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.
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2019-2 Notes
On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:
• $233,000 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.50%;
• $48,000 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 2.40%;
• $23,000 of A2/A Class B Notes, which bore interest at the three-month LIBOR plus 3.45%;
• $27,000 of Baa2/BBB- Class C Notes which bore interest at the three-month LIBOR plus 4.55%; and
• $21,000 of Ba2/BB- Class D Notes which bore interest at the three-month LIBOR plus 8.03%.
The 2019-2 Notes were scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests did not bear interest and had a nominal value of $48,300 at closing.
The 2019-2 Notes were fully redeemed during the year ended December 31, 2021. As of the redemption date and December 31, 2020, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.
6. MIDDLE MARKET CREDIT FUND II, LLC
Overview
On November 3, 2020, the Company and CCLF entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in the Company's consolidated financial statements. Credit Fund II primarily invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board, on which the Company and CCLF have equal representation. Establishing a quorum for Credit Fund II's board requires at least one of the Company's representatives and one of CCLF's representatives. The Company and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of its membership interest, each of the Company and CCLF indirectly bears an allocable share of all expenses and other obligations of Credit Fund II.
Credit Fund II's initial portfolio consists of 45 senior secured loans of middle market companies with an aggregate principal balance of approximately $250 million. Credit Fund II's initial portfolio was funded on November 3, 2020 with existing senior secured debt investments contributed by the Company and as part of the transaction, the Company determined that the contribution met the requirements under ASC 860, Transfers and Servicing .
Credit Fund II is expected to make only limited new investments in senior secured loans of middle market companies. Portfolio and investment decisions with respect to Credit Fund II must be unanimously approved by a quorum of Credit Fund II’s board members consisting of at least one of the Company's representatives and one of CCLF's representatives. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund II, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act).
Middle Market Credit Fund II SPV, LLC (“Credit Fund II Sub”), a Delaware limited liability company, was formed on September 4, 2020. Credit Fund II Sub is a wholly owned subsidiary of Credit Fund II and is consolidated in Credit Fund II’s consolidated financial statements commencing from the date of its formation. Credit Fund II Sub primarily holds investments in first lien loans of middle market companies, which are pledged as security for the Credit Fund II Senior Notes (see below).
Credit Fund II, the Company and CCLF entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund II (in such capacity, the “Credit Fund II Administrative Agent”), pursuant to which the Credit Fund II Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund II with the approval of the board of managers of Credit Fund II, and is reimbursed by Credit Fund II for its costs and expenses and Credit Fund II’s allocable portion of overhead incurred by the Credit Fund II Administrative Agent in performing its obligations thereunder.
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Credit Fund II Senior Notes
On November 3, 2020 and as amended on December 29, 2021, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders. The Credit Fund II Senior Notes provides for secured borrowings totaling $157,500 with two tranches, A-1 and A-2 outstanding. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund II Sub. The maturity date of the Credit Fund II Senior Notes Sub Facility is November 3, 2030. Amounts issued for the Class A-1 notes totaled $147,500 and bear interest at a rate of LIBOR plus 2.70%, and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at LIBOR plus 3.20%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $50,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of December 31, 2021 and 2020, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.
Selected Financial Data
Since inception of Credit Fund II and through December 31, 2021, the Company and CCLF each made capital contributions of $78,096 and $12,709 in members’ equity, respectively, to Credit Fund II. Below is certain summarized consolidated information for Credit Fund II as of December 31, 2021 and 2020.
As of December 31,
2021 2020
ASSETS
Investments, at fair value (amortized cost of $238,615 and $245,312, respectively) $ 239,289 $ 246,421
Cash and cash equivalents (1)
10,092 1,385
Other assets 5,606 3,436
Total assets $ 254,987 $ 251,242
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $802 and $875, respectively $ 156,698 $ 156,625
Other liabilities 5,557 2,675
Total members' equity (2)
92,732 91,942
Total liabilities and members’ equity $ 254,987 $ 251,242
(1) As of December 31, 2021 and 2020, all of Credit Fund II’s cash and cash equivalents was restricted.
(2) As of December 31, 2021 and 2020, the fair value of Company's ownership interest in the members' equity was $77,958 and $77,395, respectively.
For the Year Ended December 31,
2021 2020
Total investment income $ 18,822 $ 3,005
Expenses
Interest and credit facility expenses 4,695 766
Other expenses 897 498
Total expenses 5,592 1,264
Net investment income (loss) 13,230 1,741
Net change in unrealized appreciation (depreciation) on investments (440) 1,114
Net increase in members’ equity resulting from operations $ 12,790 $ 2,855
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Below is a summary of Credit Fund II’s portfolio, followed by a listing of the loans in Credit Fund II’s portfolio as of December 31, 2021 and 2020:
As of December 31,
2021 2020
Senior secured loans (1)
$ 240,878 $ 248,172
Weighted average yields of senior secured loans based on amortized cost (2)
7.26 % 7.32 %
Weighted average yields of senior secured loans based on fair value (2)
7.24 % 7.29 %
Number of portfolio companies in Credit Fund II 36 44
Average amount per portfolio company (1)
$ 6,691 $ 5,640
Percentage of portfolio at floating interest rates (3) (4)
97.7 % 99.1 %
Percentage of portfolio at fixed interest rates (4)
2.3 % 0.9 %
Fair value of loans with PIK provisions $ 17,453 $ 8,856
Percentage of portfolio with PIK provisions (4)
7.3 % 3.6 %
(1) At par/principal amount.
(2) Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021 and 2020. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
(3) Floating rate debt investments are generally subject to interest rate floors.
(4) Percentages based on fair value.
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Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (87.0%) of fair value)
Airnov, Inc. ^ (2)(3) Containers, Packaging & Glass L + 5.00% 6.00% 12/19/2025 $ 9,946 $ 9,930 $ 9,946
American Physician Partners, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.75%, 1.50% PIK 9.25% 2/21/2022 8,415 8,415 8,415
Appriss Health, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 7.25% 8.25% 5/6/2027 1,197 1,178 1,198
Apptio, Inc. ^ (2)(3) Software L + 7.25% 8.25% 1/10/2025 5,357 5,295 5,357
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2)(3) Software L + 6.00% 7.00% 12/24/2026 4,355 4,273 3,924
Avenu Holdings, LLC ^ (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2024 987 980 987
BMS Holdings III Corp. ^ (2)(3) Construction & Building L + 5.50% 6.50% 9/30/2026 3,275 3,216 3,224
Captive Resources Midco, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 5/31/2027 8,193 8,108 8,147
Chartis Holding, LLC ^ (2)(3) Business Services L + 5.50% 6.50% 5/1/2025 9,924 9,907 9,924
Comar Holding Company, LLC ^ (2)(3) Containers, Packaging & Glass L + 5.75% 6.75% 6/18/2024 8,710 8,632 8,536
Cority Software Inc. (Canada) ^ (2)(3) Software L + 5.00% 6.00% 7/2/2026 8,712 8,591 8,707
Dwyer Instruments, Inc ^ (2)(3) Capital Equipment L + 5.50% 6.25% 7/21/2027 10,000 9,939 9,974
Ethos Veterinary Health LLC ^ (2)(3) Consumer Services L + 4.75% 4.85% 5/15/2026 8,134 8,080 8,134
EvolveIP, LLC ^ (2)(3) Telecommunications L + 5.50% 6.50% 6/7/2025 8,710 8,701 8,666
Harbour Benefit Holdings, Inc. ^ (2)(3) Business Services L + 5.25% 6.25% 12/13/2024 4,717 4,707 4,669
K2 Insurance Services, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/1/2026 9,012 8,914 8,998
Kaseya, Inc. ^ (2)(3) High Tech Industries L + 5.50%, 1.00% PIK 7.50% 5/3/2025 9,092 8,987 9,038
Material Holdings, LLC ^ (2)(3) Business Services L + 5.75% 6.50% 8/19/2027 7,980 7,896 7,891
Maverick Acquisition, Inc. ^ (2)(3) Aerospace & Defense L + 6.00% 7.00% 6/1/2027 7,980 7,814 7,808
National Technical Systems, Inc. ^ (2)(3) Aerospace & Defense L + 5.50% 6.50% 6/12/2023 8,733 8,720 8,733
NMI AcquisitionCo, Inc. ^ (2)(3) High Tech Industries L + 5.75% 6.50% 9/6/2025 8,708 8,680 8,601
Redwood Services Group, LLC ^ (2)(3) High Tech Industries L + 6.00% 7.00% 6/6/2024 8,736 8,724 8,737
Riveron Acquisition Holdings, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2025 8,173 8,074 8,173
RSC Acquisition, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 11/1/2026 8,401 8,277 8,434
Superior Health Linens, LLC ^ (2)(3) Business Services L + 6.50% 7.50% 3/31/2022 6,875 6,875 6,875
TCFI Aevex LLC ^ (2)(3) Aerospace & Defense L + 6.00% 7.00% 3/18/2026 1,701 1,676 1,458
Turbo Buyer, Inc. ^ (2)(3) Automotive L + 6.00% 7.00% 12/2/2025 8,091 7,950 7,929
US INFRA SVCS Buyer, LLC ^ (2)(3) Environmental Industries L + 6.50% 7.50% 4/13/2026 3,267 3,217 3,189
USLS Acquisition, Inc. ^ (2)(3) Business Services L + 5.50% 6.50% 11/30/2024 6,234 6,223 6,165
Westfall Technik, Inc. ^ (2)(3) Chemicals, Plastics & Rubber L + 5.75% 6.75% 9/13/2024 6,418 6,337 6,359
First Lien Debt Total
$ 208,316 $ 208,196
Second Lien Debt (13.0%) of fair value
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3) Aerospace & Defense L + 8.25% 9.25% 1/17/2028 $ 5,514 $ 5,413 $ 5,720
AP Plastics Acquisition Holdings, LLC ^ (2)(3) Chemicals, Plastics & Rubber L + 7.50% 8.25% 8/10/2029 4,500 4,410 4,526
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Consolidated Schedule of Investments as of December 31, 2021
Investments (1)
Footnotes
Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
AQA Acquisition Holdings, Inc. ^ (2)(3) High Tech Industries L + 7.50% 8.00% 3/3/2029 $ 5,000 $ 4,881 $ 5,004
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.10% 4/2/2027 4,852 4,781 4,852
Tank Holding Corp. ^ (2)(3) Capital Equipment L + 8.25% 8.35% 3/26/2027 5,514 5,446 5,569
World 50, Inc. ^ (6) Business Services 11.50% 11.50% 1/9/2027 5,465 5,368 5,422
Second Lien Debt Total
$ 30,299 $ 31,093
Total Investments
$ 238,615 $ 239,289
^ Denotes that all or a portion of the assets are owned by Credit Fund II Sub. Credit Fund II Sub has entered into the Credit Fund II Sub Notes. The lenders of the Credit Fund II Sub Notes have a first lien security interest in substantially all of the assets of Credit Fund II Sub. Accordingly, such assets are not available to creditors of Credit Fund II.
(1) Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2021, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, 2.4% in the United Kingdom and 92.4% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.
(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.10%, the 90-day LIBOR at 0.22% and the 180-day LIBOR at 0.33%.
(3) Loan includes interest rate floor feature, which is generally 1.00%.
(4) Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.
(5) Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund II, pursuant to Credit Fund II’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements, to the consolidated financial statements.
(6) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company .
7. BORROWINGS
The Company is party to the Credit Facility and, until its termination on December 11, 2020, the SPV was party to the SPV Credit Facility as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of December 31, 2021, asset coverage was 181.94% and the Company was in compliance with all covenants and other requirements of the Credit Facility. As of December 31, 2020, asset coverage was 182.09%, and the Company and the SPV were in compliance with all covenants and other requirements of their respective credit facility agreements.
Below is a summary of the borrowings and repayments under the credit facilities for the years ended December 31, 2021, 2020 and 2019, and the outstanding balances under the credit facilities for the respective periods.
For the Year Ended and as of December 31,
2021 2020 2019
Outstanding borrowing, beginning of period $ 347,949 $ 616,543 $ 514,635
Borrowings 419,205 452,833 755,179
Repayments (357,500) (725,469) (655,209)
Foreign currency translation (1,999) 4,042 1,938
Outstanding borrowing, end of period $ 407,655 $ 347,949 $ 616,543
SPV Credit Facility
On May 24, 2013, the SPV closed on the SPV Credit Facility, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016, May 26, 2017 and August 9, 2018. On December 11, 2020, the SPV repaid all outstanding amounts under the SPV Credit Facility and the facility was terminated. The SPV Credit Facility provided for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit
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Facility, including adequate collateral to support such borrowings. The SPV Credit Facility had a revolving period through May 21, 2021 and a maturity date of May 23, 2023. Borrowings under the SPV Credit Facility bore 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. The SPV was 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 were made quarterly. The lenders had a first lien security interest on substantially all of the assets of the SPV.
Credit Facility
The Company closed on the Credit Facility on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, June 14, 2019 and October 28, 2020. The maximum principal amount of the Credit Facility is $688,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $900,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either LIBOR plus an applicable spread of 2.25%, or an “alternative base rate” (which is the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the LIBOR or the “alternative base rate” at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on October 28, 2024 and the Credit Facility will mature on October 28, 2025. During the period from October 29, 2024 to October 28, 2025, the Company will be obligated to make mandatory prepayments under the Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature. As of December 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the Credit Facility.
Summary of the Credit Facility
The Credit Facility consisted of the following as of December 31, 2021 and 2020:
December 31, 2021
Total
Facility Borrowings
Outstanding Unused
Portion (1)
Amount Available (2)
Credit Facility $ 688,000 $ 407,655 $ 280,345 $ 280,706
Total $ 688,000 $ 407,655 $ 280,345 $ 280,706
December 31, 2020
Total
Facility Borrowings
Outstanding Unused
Portion (1)
Amount Available (2)
Credit Facility $ 688,000 $ 347,949 $ 340,051 $ 207,365
Total $ 688,000 $ 347,949 $ 340,051 $ 207,365
(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.
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For the years ended December 31, 2021, 2020 and 2019, the components of interest expense and credit facility fees were as follows:
For the years ended December 31,
2021 2020 2019
Interest expense $ 9,219 $ 16,127 $ 30,221
Facility unused commitment fee 1,161 1,766 1,263
Amortization of deferred financing costs 763 1,886 1,618
Other fees — 109 198
Total interest expense and credit facility fees $ 11,143 $ 19,888 $ 33,300
Cash paid for interest expense $ 9,890 $ 17,759 $ 30,312
Average principal debt outstanding $ 382,126 $ 543,099 $ 676,347
Weighted average interest rate 2.38 % 2.92 % 4.41 %
As of December 31, 2021 and 2020, the components of interest and credit facility fees payable were as follows:
As of December 31,
2021 2020
Interest expense payable $ 264 $ 119
Unused commitment fees payable 3 4
Other credit facility fees payable — 14
Interest and credit facility fees payable $ 267 $ 137
Weighted average interest rate
(based on floating LIBOR rates) 2.39 % 2.59 %
8. NOTES PAYABLE
Senior Notes
On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024. Interest is payable quarterly, beginning March 31, 2020. On December 11, 2020, the Company issued an additional $75.0 million aggregate principal amount of senior unsecured notes due December 31, 2024. The 2020 Notes bear interest an interest rate of 4.500% and interest is payable quarterly, beginning December 31, 2020.
The interest rate on the Senior Notes is subject to increase (up to an additional 1.00% over the stated rate of such notes) in the event that, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Company is obligated to offer to repay the notes at par if certain change in control events occur. The Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. Interest expense on the Senior Notes during the years ended December 31, 2021 and 2020 was $8,837 and $5,644 respectively.
The note purchase agreement, as supplemented by the first supplement, for the Senior Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act and a regulated investment company under the Code, minimum asset coverage ratio and interest coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, material breach of representation or warranty under the note purchase agreement, cross-acceleration under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. As of December 31, 2021 and 2020, the Company was in compliance with these terms and conditions.
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2015-1R Notes
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of:
• $160,000 of Aaa/AAA Class A-1A Notes;
• $40,000 of Aaa/AAA Class A-1B Notes;
• $27,000 of Aaa/AAA Class A-1C Notes; and
• $46,000 of Aa2 Class A-2 Notes.
The 2015-1 Notes were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. The 2015-1 Issuer Preferred Interests do not bear interest and had a nominal value of $125,900 at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in these consolidated financial statements. The 2015-1 Issuer Preferred Interests were eliminated in consolidation.
On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement.
On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:
(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;
(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;
(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;
(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;
(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;
(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and
(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.
Following the 2015-1 Debt Securitization Refinancing, the Company retained the 2015-1 Issuer Preferred Interests. The 2015-1R Notes in the 2015-1 Debt Securitization Refinancing were issued by the 2015-1 Issuer and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.
On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1R Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization Refinancing, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not
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available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1R Notes, the Company made customary representations, warranties and covenants in the purchase agreement.
During the reinvestment period, pursuant to the indenture governing the 2015-1R Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser did not earn any management fees from the 2015-1 Issuer for the year ended December 31, 2021 and 2020. Any such waived fees may not be recaptured by the Investment Adviser.
Pursuant to an undertaking by the Company in connection with the 2015-1 Debt Securitization Refinancing, the Company has agreed to hold on an ongoing basis the 2015-1 Issuer Preferred Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate outstanding amount of all collateral obligations by the 2015-1 Issuer for so long as any securities of the 2015-1 Issuer remain outstanding. As of December 31, 2021, the Company was in compliance with its undertaking.
The 2015-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2015-1 Issuer.
As of December 31, 2021, there were 60 first lien and second lien senior secured loans with a total fair value of approximately $473,930 and cash of $70,081 securing the 2015-1R 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 2015-1R Notes.
For the years ended December 31, 2021 and 2020, the effective annualized weighted average interest rates, which include amortization of debt issuance costs, were 2.37% and 2.42%, respectively based on floating LIBOR rates, excluding the one-time impact of the 2015-1 Debt Securitization Refinancing. As of December 31, 2021 and 2020, the weighted average interest rates were 2.27% and 2.37%, respectively, based on floating LIBOR rates.
As of December 31, 2021 and 2020, $2,200 and $2,302, respectively, of interest expense was included in interest and credit facility fees payable. For the years ended December 31, 2021, 2020 and 2019, the components of interest expense on the 2015-1R Notes were as follows:
For the years ended December 31,
2021 2020 2019
Interest expense $ 10,526 $ 13,802 $ 20,104
Amortization of deferred financing costs 247 247 247
Total interest expense $ 10,773 $ 14,049 $ 20,351
Cash paid for interest expense $ 10,628 $ 15,390 $ 19,669
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9. COMMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of December 31, 2021 and 2020:
As of December 31,
Payment Due by Period 2021 2020
Less than 1 Year $ — $ —
1-3 Years 190,000 —
3-5 Years 407,655 537,949
More than 5 Years 449,200 449,200
Total $ 1,046,855 $ 987,149
In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2021 and 2020 for any such exposure.
The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
Par Value as of December 31,
2021 2020
Unfunded delayed draw commitments $ 112,985 $ 73,292
Unfunded revolving term loan commitments 67,513 76,216
Total unfunded commitments $ 180,498 $ 149,508
10. NET ASSETS
The Company has the authority to issue 198,000,000 shares of common stock, $0.01 per share par value.
Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. The Preferred Stock has a liquidation preference equal to $25 per share (the “Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends are payable on a quarterly basis in an initial amount equal to 7.00% per annum of the Liquidation Preference per share, payable in cash, or at the Company’s option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock. After May 5, 2027, the dividend rate will increase annually, in each case by 1.00% per annum.
The Preferred Stock is convertible, in whole or in part, at the option of the holder of the Preferred Stock into the number of shares of common stock equal to the Liquidation Preference plus any accumulated but unpaid dividends, divided by an initial conversion price of $9.50, subject to certain adjustments to prevent dilution as set forth in the Company's Articles Supplementary. The conversion price as of December 31, 2021 was $9.46. At any time after May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, will have the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock will have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. At any time after May 5, 2027, the holders of the Preferred Stock will have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the Article Supplementary).
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The following table summarizes the Company’s dividends declared on its preferred stock from issuance through December 31, 2021. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date Declared Record Date Payment Date Per Share Amount
June 30, 2020 June 30, 2020 June 30, 2020 $ 0.277
September 30, 2020 September 30, 2020 September 30, 2020 0.423
December 31, 2020 December 31, 2020 December 31, 2020 0.438
Total $ 1.138
March 31, 2021 March 31, 2021 March 31, 2021 $ 0.438
June 30, 2021 June 30, 2021 June 30, 2021 0.438
September 30, 2021 September 30, 2021 September 30, 2021 0.438
December 29, 2021 December 31, 2021 December 31, 2021 0.438
Total $ 1.752
Company Stock Repurchase Plan
On November 1, 2021, the Company's Board of Directors approved the continuation of the Company's $150 million stock repurchase program (the “Company Stock Repurchase Program”) until November 5, 2022, or until the approved dollar amount has been used to repurchase shares of common stock. This program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. The Company's Stock Repurchase Program was originally approved by the Company's Board of Directors on November 5, 2018 and announced on November 6, 2018. Since the inception of the Company Stock Repurchase Program through December 31, 2021, the Company has repurchased 9,426,205 shares of the Company's common stock at an average cost of $13.29 per share, or $125,287 in the aggregate, resulting in accretion to net assets per share of $0.51.
The following table summarizes capital activity during the year ended December 31, 2021:
Preferred Stock
Common Stock
Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
Shares Amount Shares Amount
Balance, January 1, 2021 2,000,000 $ 50,000 55,320,309 $ 553 $ 1,081,436 $ (1,633) $ 14,568 $ (140,133) $ (103,428) $ 901,363
Repurchase of common stock — — (2,177,855) (21) (28,418) — — — — (28,439)
Net investment income (loss) — — — — — — 86,851 — — 86,851
Net realized gain (loss) — — — — — — — 18,861 — 18,861
Net change in unrealized appreciation (depreciation) — — — — — — — — 54,641 54,641
Dividends declared on common stock and preferred stock — — — — — — (84,473) — — (84,473)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — — — (591) — 2,616 (2,025) — —
Balance, December 31, 2021 2,000,000 $ 50,000 53,142,454 $ 532 $ 1,052,427 $ (1,633) $ 19,562 $ (123,297) $ (48,787) $ 948,804
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The following table summarizes capital activity during the year ended December 31, 2020:
Preferred Stock
Common Stock
Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
Shares Amount Shares Amount
Balance, beginning of year — $ — 57,763,811 $ 578 $ 1,109,238 $ (1,633) $ 10,368 $ (82,654) $ (79,426) $ 956,471
Issuance of Preferred Stock 2,000,000 50,000 — — — — — — — 50,000
Net investment income (loss) — — — — — — 88,807 — — 88,807
Net realized gain (loss) — — — — — — — (57,976) — (57,976)
Net change in unrealized appreciation (depreciation) — — — — — — — — (24,002) (24,002)
Dividends declared on common stock and preferred stock — — — — — — (84,683) — — (84,683)
Repurchase of common stock — — (2,443,502) (25) (27,229) — — — — (27,254)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — — — (573) — 76 497 — —
Balance, end of year 2,000,000 $ 50,000 55,320,309 $ 553 $ 1,081,436 $ (1,633) $ 14,568 $ (140,133) $ (103,428) $ 901,363
The following table summarizes capital activity during the year ended December 31, 2019:
Common Stock Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
Shares Amount
Balance, beginning of year 62,230,251 $ 622 $ 1,174,334 $ (1,633) $ 5,901 $ (44,572) $ (71,434) $ 1,063,218
Net investment income (loss) — — — — 107,665 — — 107,665
Net realized gain (loss) — — — — — (38,343) — (38,343)
Net change in unrealized appreciation (depreciation) — — — — — — (7,992) (7,992)
Dividends declared — — — — (103,360) — — (103,360)
Repurchase of common stock (4,466,440) (44) (64,673) — — — — (64,717)
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — (423) — 162 261 — —
Balance, end of year 57,763,811 $ 578 $ 1,109,238 $ (1,633) $ 10,368 $ (82,654) $ (79,426) $ 956,471
There were no shares of common stock issued related to capital activity during the years ended December 31, 2021, 2020 and 2019.
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, less preferred dividends, by the weighted-average number of shares of common stock outstanding for the year. Diluted earnings per share gives effect to all dilutive potential shares of common stock outstanding using the if-converted method for the convertible Preferred Stock. Diluted earnings per share excludes all dilutive potential shares of common stock if their effect is anti-dilutive. The convertible Preferred Stock was not included in the calculation of diluted earnings per share for the year ended December 31, 2021 or for the year ended December 31, 2020 because it would have had an anti-dilutive effect.
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Basic and diluted earnings per common share were as follows:
For the years ended December 31,
2021 2020 2019
Basic Diluted Basic Diluted Basic Diluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 156,853 $ 160,353 $ 4,554 $ 4,554 $ 61,330 $ 61,330
Weighted-average shares of common stock outstanding 54,244,432 59,531,683 56,421,137 56,421,137 60,189,502 60,189,502
Basic and diluted earnings per share $ 2.89 $ 2.69 $ 0.08 $ 0.08 $ 1.02 $ 1.02
The following table summarizes the Company’s dividends declared during the three most recent fiscal years:
Date Declared Record Date Payment Date Per Share Amount
February 22, 2019 March 29, 2019 April 17, 2019 $ 0.37
May 6, 2019 June 28, 2019 July 17, 2019 $ 0.37
June 17, 2019 June 28, 2019 July 17, 2019 $ 0.08 (1)
August 5, 2019 September 30, 2019 October 17, 2019 $ 0.37
November 4, 2019 December 31, 2019 January 17, 2020 $ 0.37
December 12, 2019 December 31, 2019 January 17, 2020 $ 0.18 (1)
February 24, 2020 March 31, 2020 April 17, 2020 $ 0.37
May 4, 2020 June 30, 2020 July 17, 2020 $ 0.37
August 3, 2020 September 30, 2020 October 16, 2020 $ 0.32 (2)
August 3, 2020 September 30, 2020 October 16, 2020 $ 0.05 (1)
November 2, 2020 December 31, 2020 January 15, 2021 $ 0.32
November 2, 2020 December 31, 2020 January 15, 2021 $ 0.04 (1)
February 22, 2021 March 31, 2021 April 16, 2021 $ 0.32
February 22, 2021 March 31, 2021 April 16, 2021 $ 0.05 (1)
May 3, 2021 June 30, 2021 July 15, 2021 $ 0.32
May 3, 2021 June 30, 2021 July 15, 2021 $ 0.04 (1)
August 2, 2021 September 30, 2021 October 15, 2021 $ 0.32
August 2, 2021 September 30, 2021 October 15, 2021 $ 0.06 (1)
November 1, 2021 December 31, 2021 January 14, 2022 $ 0.32
November 1, 2021 December 31, 2021 January 14, 2022 $ 0.07 (1)
(1) Represents a special/supplemental dividend.
(2) The Company updated its dividend policy such that the base dividend is $0.32 per share of common stock, effective with the third quarter 2020 dividend. The Company's dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
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11. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the years ended December 31, 2021, 2020, 2019, 2018 and 2017:
For the years ended December 31,
2021 2020 2019 2018 2017
Per Common Share Data:
Net asset value per common share, beginning of year $ 15.39 $ 16.56 $ 17.09 $ 18.12 $ 18.32
Net investment income (loss) (1)
1.53 1.54 1.79 1.73 1.74
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities 1.36 (1.46) (0.75) (1.10) (0.19)
Net increase (decrease) in net assets resulting from operations 2.89 0.08 1.04 0.63 1.55
Dividends declared (2)
(1.50) (1.47) (1.74) (1.68) (1.64)
Other 0.03 — — — —
Accretion due to share repurchases 0.10 0.22 0.17 0.02 —
Effect of offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs (3)
— — — — (0.11)
Net asset value per common share, end of year $ 16.91 $ 15.39 $ 16.56 $ 17.09 $ 18.12
Market price per common share, end of year $ 13.73 $ 10.26 $ 13.38 $ 12.40 $ 20.04
Number of shares of common stock outstanding, end of year 53,142,454 55,320,309 57,763,811 62,230,251 62,207,603
Total return based on net asset value (4)
19.62 % 1.81 % 7.08 % 3.59 % 7.86 %
Total return based on market price (5)
48.44 % (12.33) % 21.94 % (29.74) % 14.97 %
Net assets attributable to Common Stockholders, end of year $ 898,804 $ 851,363 $ 956,471 $ 1,063,218 $ 1,127,304
Ratio to average net assets attributable to Common Stockholders:
Expenses net of waiver, before incentive fees 7.62 % 8.48 % 8.79 % 6.77 % 5.25 %
Expenses net of waiver, after incentive fees 9.63 % 10.59 % 11.05 % 8.81 % 7.39 %
Expenses gross of waiver, after incentive fees 9.63 % 10.59 % 11.05 % 8.81 % 7.97 %
Net investment income (loss) (6)
9.91 % 10.08 % 10.47 % 9.64 % 9.35 %
Interest expense and credit facility fees 3.51 % 4.49 % 5.22 % 3.57 % 2.69 %
Ratios/Supplemental Data:
Asset coverage, end of period 181.94 % 182.09 % 181.01 % 210.31 % 234.86 %
Portfolio turnover 45.44 % 33.06 % 38.97 % 45.88 % 49.18 %
Weighted-average shares of common shares outstanding
54,244,432 56,421,137 60,189,502 62,533,614 52,997,450
(1) Net investment income (loss) per share was calculated as net investment income (loss) less the preferred dividend for the year divided by the weighted-average number of shares of common stock outstanding for the year.
(2) Dividends declared per common share was calculated as the sum of dividends on common stock declared during the year divided by the number of shares of common stock outstanding at each respective quarter-end date (refer to Note 10 to these consolidated financial statements).
(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.
(4) Total return is based on the change in net asset value per common share during the year plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning net asset value for the year. Total return for the year ended December 31, 2017 was inclusive of $(0.11) per common share increase (decrease) in net asset value for the years related to the offering price of subscriptions and the offering price of common stock in the IPO, net of underwriting and offering costs during the year. Excluding the effects of these common stock issuances, total return would have been 8.46%.
(5) Total return based on market value (not annualized) is calculated as the change in market value per common share during the period plus the declared dividends on common stock, assuming reinvestment of dividends in accordance with the dividend reinvestment plan, divided by the beginning market price for the period.
(6) The net investment income ratio is net of the waiver of base management fees.
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Senior Securities
Information about our senior securities is shown in the following table as of the end of each fiscal year ended December 31 since we commenced operations on May 2, 2013.
Class and Year/Period Total Amount Outstanding
Exclusive of Treasury
Securities (1) ($ in millions)
Asset Coverage
Per Unit (2)
Involuntary
Liquidating
Preference Per Unit (3)
Average
Market Value
Per Unit (4)
Total Senior Securities
December 31, 2021 $ 1,096.9 $ 1,819.0 — N/A
December 31, 2020 $ 1,037.1 $ 1,821.0 — N/A
December 31, 2019 $ 1,180.8 $ 1,810.0 — N/A
December 31, 2018 $ 963.8 $ 2,103.0 — N/A
December 31, 2017 $ 835.9 $ 2,349.0 — N/A
December 31, 2016 $ 694.9 $ 2,100.0 — N/A
December 31, 2015 $ 507.3 $ 2,127.0 — N/A
December 31, 2014 $ 308.4 $ 2,097.0 — N/A
December 31, 2013 $ 66.8 $ 3,784.0 — N/A
SPV Credit Facility (5)
December 31, 2020 $ — $ — — N/A
December 31, 2019 $ 232.5 $ 356.0 — N/A
December 31, 2018 $ 224.1 $ 489.0 — N/A
December 31, 2017 $ 287.4 $ 808.0 — N/A
December 31, 2016 $ 252.9 $ 764.0 — N/A
December 31, 2015 $ 170.3 $ 714.0 — N/A
December 31, 2014 $ 246.4 $ 1,675.0 — N/A
December 31, 2013 $ 66.8 $ 3,784.0 — N/A
Credit Facility (6)
December 31, 2021 $ 407.7 $ 676.0 — N/A
December 31, 2020 $ 347.9 $ 611.0 — N/A
December 31, 2019 $ 384.1 $ 589.0 — N/A
December 31, 2018 $ 290.5 $ 634.0 — N/A
December 31, 2017 $ 275.5 $ 774.0 — N/A
December 31, 2016 $ 169.0 $ 511.0 — N/A
December 31, 2015 $ 64.0 $ 268.0 — N/A
December 31, 2014 $ 62.0 $ 421.0 — N/A
2015-1 Notes (7)
December 31, 2017 $ 273.0 $ 767.0 — N/A
December 31, 2016 $ 273.0 $ 825.0 — N/A
December 31, 2015 $ 273.0 $ 1,145.0 — N/A
2015-1R Notes (7)
December 31, 2021 $ 449.2 $ 745.0 — N/A
December 31, 2020 $ 449.2 $ 789.0 — N/A
December 31, 2019 $ 449.2 $ 689.0 — N/A
December 31, 2018 $ 449.2 $ 980.0 — N/A
2019 Notes (8)
December 31, 2021 $ 115.0 $ 191.0 — N/A
December 31, 2020 $ 115.0 $ 202.0 — N/A
December 31, 2019 $ 115.0 $ 176.0 — N/A
2020 Notes (9)
December 31, 2021 $ 75.0 $ 124.0 — N/A
December 31, 2020 $ 75.0 $ 132.0 — N/A
Preferred Stock (10)
December 31, 2021 $ 50.0 $ 83.0 — N/A
December 31, 2020 $ 50.0 $ 88.0 — N/A
(1) Total amount of each class of senior securities outstanding at the end of the period presented.
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(2) Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3) The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4) Not applicable because the senior securities are not registered for public trading.
(5) On May 24, 2013, the SPV closed on a senior secured credit facility (the “SPV Credit Facility”). On December 11, 2020, the SPV repaid all outstanding amounts under the SPV Credit Facility and the facility was terminated.
(6) On March 21, 2014, we closed on the Credit Facility.
(7) On June 26, 2015, we 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 the 2015-1 Issuer. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing the 2015-1R Notes.
(8) On December 30, 2019, we closed a private offering of the 2019 Notes.
(9) On December 11, 2020, we closed a private offering of the 2020 Notes.
(10) On May 5, 2020, we issued the Preferred Stock.
12. LITIGATION
The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of December 31, 2021 and 2020, the Company was not subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company.
In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.
13. TAX
The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes , as of December 31, 2021 and 2020.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of December 31, 2021 and 2020, the Company had filed tax returns and therefore is subject to examination.
Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. As of December 31, 2021 and 2020, permanent differences primarily due to non-deductible excise tax and the tax treatment of partnership investments resulted in a net increase in distributable earnings (loss) by $591 and $573, respectively, and net decrease in additional paid-in capital in excess of par by $591 and $573, respectively, on the Consolidated Statements of Assets and Liabilities. Total earnings and NAV were not affected.
The tax character of the distributions paid for the fiscal years ended December 31, 2021, 2020 and 2019 was as follows:
For the years ended
December 31,
2021 2020 2019
Ordinary income $ 84,473 $ 84,683 $ 103,360
Tax return of capital $ — $ — $ —
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Income Tax Information and Distributions to Stockholders
As of December 31, 2021 and 2020, the components of accumulated earnings (deficit) on a tax basis were as follows:
2021 2020
Undistributed ordinary income $ 21,197 $ 16,475
Other book/tax temporary differences (1)
(641) (539)
Capital loss carryforwards (121,046) (141,850)
Net unrealized appreciation (depreciation) on investments and currency unrealized appreciation (depreciation) on non-investment assets and liabilities (2)
(52,032) (103,078)
Total accumulated earnings (deficit) $ (152,522) $ (228,992)
(1) Consists of the unamortized portion of organization costs as of December 31, 2021 and 2020, respectively.
(2) The difference between the book-basis and tax-basis unrealized appreciation (depreciation) on investments is attributable primarily to the tax treatment of partnership investments and material modifications of investments.
As of December 31, 2021 and 2020, the cost of investments for federal income tax purposes and gross unrealized
appreciation and depreciation on investments and currency unrealized appreciation (depreciation) on non-investment
assets and liabilities were as follows:
2021 2020
Cost of investments $ 1,960,798 $ 1,922,617
Gross unrealized appreciation 26,534 21,522
Gross unrealized depreciation (78,566) (124,600)
Net unrealized appreciation (depreciation) $ (52,032) $ (103,078)
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2021 and 2020, the Company had $121,046 and $141,850, of capital loss carryforwards, respectively, of which $19,470 and $21,448 were short-term capital loss carryforwards, respectively, and $101,576 and $120,402 were long-term capital loss carryforwards, respectively.
During the year ended December 31, 2021, the Company utilized $19,088 of capital loss carryforwards to offset current year net realized gains. During the year ended 2020, there was no capital loss carryforward utilized.
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 and elsewhere in these consolidated financial statements.
On February 18, 2022, the Board of Directors declared a base quarterly common dividend of $0.32 plus a supplemental common dividend of $0.08, which are payable on April 15, 2022 to common stockholders of record on March 31, 2022.
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Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure
None.