Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
CARLYLE SECURED LENDING, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
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, 2024 and 2023
98
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
99
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022
101
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
102
Consolidated Schedules of Investments as of December 31, 2024 and 2023
103
Notes to Consolidated Financial Statements
131
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Carlyle Secured Lending, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Carlyle Secured Lending, Inc. (the “Company”), including the consolidated schedules of investments, as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, 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, 2024, 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, 2024, 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 25, 2025 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, 2024 and 2023, by correspondence with the custodian, debt agents, and the underlying investees; when replies were not received from the debt agents and the underlying investees, we performed other auditing procedures.
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, 2024, the fair value of the Company's investments categorized in Level III of the fair value hierarchy (Level III investments) totaled $1.740 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 Company’s valuation designee, under the oversight of 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.
Tysons, Virginia
February 25, 2025
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Carlyle Secured Lending, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Carlyle Secured Lending, Inc.’s internal control over financial reporting as of December 31, 2024, 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, Carlyle Secured Lending, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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, 2024 and 2023, 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, 2024, and the related notes and our report dated February 25, 2025 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
Tysons, Virginia
February 25, 2025
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CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(amounts in thousands, except share and per share data)
December 31, 2024 December 31, 2023
ASSETS
Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $ 1,510,256 and $ 1,586,761 , respectively)
$ 1,485,049 $ 1,539,120
Investments—non-controlled/affiliated, at fair value (amortized cost of $ 66,859 and $ 47,037 , respectively)
71,861 53,382
Investments—controlled/affiliated, at fair value (amortized cost of $ 271,097 and $ 271,097 , respectively)
246,633 249,379
Total investments, at fair value (amortized cost of $ 1,848,212 and $ 1,904,895 , respectively)
1,803,543 1,841,881
Cash, cash equivalents and restricted cash 56,575 60,447
Receivable for investments sold 25,407 36
Interest and dividend receivable 32,436 33,725
Derivative assets, at fair value (Note 7)
1,863 985
Prepaid expenses and other assets 6,169 5,504
Total assets $ 1,925,993 $ 1,942,578
LIABILITIES
Debt and secured borrowings (Note 8)
$ 960,949 $ 980,183
Payable for investments purchased 1,353 —
Interest and credit facility fees payable (Note 8)
10,853 8,591
Dividend payable (Note 10)
22,908 22,321
Base management and incentive fees payable (Note 4)
11,908 13,067
Administrative service fees payable (Note 4)
885 2,991
Derivative liabilities, at fair value (Note 7)
6,875 —
Other accrued expenses and liabilities 5,058 2,613
Total liabilities 1,020,789 1,029,766
Commitments and contingencies (Notes 9 and 13)
NET ASSETS
Cumulative convertible preferred stock, $ 0.01 par value; 2,000,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023
50,000 50,000
Common stock, $ 0.01 par value; 198,000,000 shares authorized; 50,906,262 and 50,794,941 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
509 508
Paid-in capital in excess of par value 1,014,308 1,015,681
Offering costs ( 1,633 ) ( 1,633 )
Total distributable earnings (loss) ( 157,980 ) ( 151,744 )
Total net assets $ 905,204 $ 912,812
NET ASSETS PER COMMON SHARE $ 16.80 $ 16.99
The accompanying notes are an integral part of these consolidated financial statements.
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CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
For the years ended December 31,
2024 2023 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income $ 164,221 $ 177,315 $ 138,598
PIK income 20,733 19,819 16,258
Other income 4,671 4,995 7,302
Total investment income from non-controlled/non-affiliated investments 189,625 202,129 162,158
From non-controlled/affiliated investments:
Interest income 7,360 5,713 3,287
PIK income 692 672 6,809
Other income 8 8 9
Total investment income from non-controlled/affiliated investments 8,060 6,393 10,105
From controlled/affiliated investments:
Interest income — — 3,873
Dividend income 34,905 33,104 30,848
Other income — — 272
Total investment income from controlled/affiliated investments 34,905 33,104 34,993
Total investment income 232,590 241,626 207,256
Expenses:
Base management fees (Note 4)
26,908 28,515 28,803
Incentive fees (Note 4)
21,647 22,622 21,414
Professional fees 3,048 2,688 3,059
Administrative service fees (Note 4)
1,589 1,280 1,636
Interest expense and credit facility fees (Note 8)
68,485 71,711 43,961
Directors’ fees and expenses 601 444 640
Other general and administrative 2,321 1,960 1,872
Total expenses 124,599 129,220 101,385
Net investment income (loss) before taxes 107,991 112,406 105,871
Excise tax expense 2,739 2,435 1,829
Net investment income (loss) 105,252 109,971 104,042
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments ( 42,330 ) ( 21,426 ) ( 1,050 )
Non-controlled/affiliated investments 4,013 — —
Controlled/affiliated investments — 188 2,015
Net realized currency gain (loss) on non-investment assets and liabilities ( 1,436 ) 385 ( 442 )
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments 22,434 15,123 ( 39,431 )
Non-controlled/affiliated investments ( 1,343 ) 5,604 8,918
Controlled/affiliated investments ( 2,746 ) ( 13,643 ) 4,916
Net change in unrealized currency gains (losses) on non-investment assets and liabilities 3,437 ( 3,922 ) 6,669
Net change in unrealized gains (losses) on forward currency contracts 1,697 — —
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments, non-investment assets and liabilities, and forward currency contracts ( 16,274 ) ( 17,691 ) ( 18,405 )
Net increase (decrease) in net assets resulting from operations 88,978 92,280 85,637
Preferred stock dividend 3,500 3,500 3,500
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 85,478 $ 88,780 $ 82,137
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For the years ended December 31,
2024 2023 2022
Basic and diluted earnings per common share (Note 10)
Basic $ 1.68 $ 1.75 $ 1.58
Diluted $ 1.58 $ 1.64 $ 1.49
Weighted-average shares of common stock outstanding (Note 10)
Basic 50,831,205 50,817,659 52,112,420
Diluted 56,468,099 56,311,555 57,482,099
The accompanying notes are an integral part of these consolidated financial statements.
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CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(amounts in thousands)
For the years ended December 31,
2024 2023 2022
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss) $ 105,252 $ 109,971 $ 104,042
Net realized gain (loss) on investments and non-investment assets and liabilities ( 39,753 ) ( 20,853 ) 523
Net change in unrealized appreciation (depreciation) on investments, non-investment assets and liabilities, and forward currency contracts 23,479 3,162 ( 18,928 )
Net increase (decrease) in net assets resulting from operations 88,978 92,280 85,637
Capital transactions:
Reinvestment of dividends 2,003 — —
Repurchase of common stock — ( 3,993 ) ( 28,457 )
Dividends declared on preferred and common stock (Note 10)
( 98,589 ) ( 92,898 ) ( 88,561 )
Net increase (decrease) in net assets resulting from capital transactions ( 96,586 ) ( 96,891 ) ( 117,018 )
Net increase (decrease) in net assets ( 7,608 ) ( 4,611 ) ( 31,381 )
Net assets at beginning of year
912,812 917,423 948,804
Net assets at end of year
$ 905,204 $ 912,812 $ 917,423
The accompanying notes are an integral part of these consolidated financial statements.
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CARLYLE SECURED LENDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
For the years ended December 31,
2024 2023 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 88,978 $ 92,280 $ 85,637
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 3,486 1,290 1,378
Net accretion of discount on investments ( 11,003 ) ( 8,435 ) ( 9,990 )
Paid-in-kind interest ( 22,939 ) ( 20,902 ) ( 26,019 )
Net realized (gain) loss on investments 38,317 21,238 ( 965 )
Net realized currency (gain) loss on non-investment assets and liabilities 1,436 ( 385 ) 442
Net change in unrealized (appreciation) depreciation on investments ( 18,345 ) ( 7,084 ) 25,597
Net change in unrealized currency (gain) loss on non-investment assets and liabilities ( 3,437 ) 3,922 ( 6,669 )
Net change in unrealized gain (loss) on derivative instruments ( 9,382 ) 985 —
Cost of investments purchased and change in payable for investments purchased ( 454,315 ) ( 207,198 ) ( 635,278 )
Proceeds from sales and repayments of investments and change in receivable for investments sold 482,647 361,576 578,321
Changes in operating assets:
Interest and dividend receivable 1,289 ( 9,702 ) ( 3,879 )
Prepaid expenses and other assets ( 784 ) 111 ( 916 )
Changes in operating liabilities:
Interest and credit facility fees payable 2,262 1,842 4,282
Base management and incentive fees payable ( 1,159 ) 386 862
Administrative service fees payable ( 2,106 ) 1,280 1,229
Other accrued expenses and liabilities 9,320 ( 595 ) 480
Net cash provided by (used in) operating activities 104,265 230,609 14,512
Cash flows from financing activities:
Repurchase of common stock — ( 3,993 ) ( 28,457 )
Borrowings on Credit Facility 490,567 166,792 372,246
Repayments of Credit Facility ( 535,525 ) ( 350,408 ) ( 332,758 )
Repayments of 2015-1R Notes ( 449,200 ) — —
Repayments of 2024 Notes ( 190,000 ) — —
Proceeds from issuance of 2015-1N Debt 380,000 — —
Proceeds from issuance of Senior Notes 300,000 85,000 —
Debt issuance costs paid ( 7,980 ) ( 5,036 ) ( 1,291 )
Dividends paid in cash ( 95,999 ) ( 93,023 ) ( 86,820 )
Net cash provided by (used in) financing activities ( 108,137 ) ( 200,668 ) ( 77,080 )
Net increase (decrease) in cash, cash equivalents and restricted cash ( 3,872 ) 29,941 ( 62,568 )
Cash, cash equivalents and restricted cash, beginning of year
60,447 30,506 93,074
Cash, cash equivalents and restricted cash, end of year
$ 56,575 $ 60,447 $ 30,506
Supplemental disclosures:
Interest and credit facility fees paid during the year
$ 63,627 $ 68,357 $ 38,483
Taxes, including excise tax, paid during the year
$ 2,432 $ 1,839 $ 774
Dividends declared on preferred and common stock during the year
$ 98,589 $ 92,898 $ 88,561
Dividends reinvested during the year
$ 2,003 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
102
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
First Lien Debt ( 70.8 % of fair value)
Accession Risk Management Group, Inc. ^* (2)(3)(15) Diversified Financial Services SOFR 4.75 % 9.28 % 11/1/2019 11/1/2029 $ 10,063 $ 9,997 $ 10,165 1.12 %
ADPD Holdings, LLC ^ (2)(3)(11)(15) Consumer Services SOFR 6.00 % 10.79 % 8/16/2022 8/15/2028 11,555 11,245 10,398 1.15
Advanced Web Technologies Holding Company ^* (2)(3)(15) Containers, Packaging & Glass SOFR 4.00 %,
2.25 % PIK
10.56 % 12/17/2020 12/17/2027 15,037 14,860 15,029 1.66
AI Grace AUS Bidco Pty LTD (Australia) * (2)(3)(7) Consumer Goods: Non-Durable SOFR 5.25 % 9.62 % 12/5/2023 12/5/2029 2,286 2,226 2,286 0.25
Allied Benefit Systems Intermediate LLC ^ (2)(3) Healthcare & Pharmaceuticals SOFR 5.25 % 9.63 % 10/31/2023 10/31/2030 1,572 1,552 1,588 0.18
Alpine Acquisition Corp II ^ (2)(3)(11)(15) Transportation: Cargo SOFR 2.00 %,
8.55 % PIK
10.55 % 4/19/2022 11/30/2029 8,861 8,738 6,726 0.74
AmpersCap LLC ^ (2)(3)(15) Diversified Financial Services SOFR 5.25 % 9.54 % 12/17/2024 12/17/2032 742 697 653 0.07
Apex Companies Holdings, LLC ^* (2)(3)(15) Environmental Industries SOFR 5.25 % 9.78 % 1/31/2023 1/31/2028 23,910 23,431 23,735 2.62
Applied Technical Services, LLC * (2)(3)(11) Business Services SOFR 6.00 % 10.37 % 9/18/2023 12/29/2026 474 468 470 0.05
Applied Technical Services, LLC ^* (2)(3)(11)(15) Business Services SOFR 5.75 % 10.12 % 12/29/2020 12/29/2026 1,272 1,249 1,247 0.14
Appriss Health, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 7.00 % 11.70 % 5/6/2021 5/6/2027 36,093 35,716 35,836 3.96
Ardonagh Midco 3 PLC (United Kingdom) ^ (2)(3)(7) Diversified Financial Services SOFR 4.75 % 9.90 % 3/1/2024 2/15/2031 235 232 237 0.03
Artifact Bidco, Inc. ^ (2)(3)(15) Software SOFR 4.50 % 8.83 % 7/26/2024 7/26/2031 704 695 697 0.08
Ascend Buyer, LLC ^* (2)(3)(11)(15) Containers, Packaging & Glass SOFR 5.75 % 10.17 % 9/30/2021 9/30/2028 3,779 3,726 3,773 0.42
Associations, Inc. ^* (2)(3)(11)(15) Construction & Building SOFR 6.50 % 11.05 % 5/3/2024 7/2/2028 13,648 13,635 13,784 1.52
Athlete Buyer, LLC ^* (2)(3)(11)(15) Construction & Building SOFR 5.75 % 10.08 % 3/29/2024 4/26/2029 7,597 7,381 7,399 0.82
Atlas US Finco, Inc. ^* (2)(3)(7)(15) High Tech Industries SOFR 5.00 % 9.63 % 12/15/2022 12/12/2029 2,883 2,810 2,887 0.32
Atlas US Finco, Inc. ^ (2)(3)(7) High Tech Industries SOFR 5.00 % 9.63 % 12/18/2023 12/10/2029 1,335 1,312 1,337 0.15
Auditboard, Inc. ^ (2)(3)(15) Software SOFR 4.75 % 9.07 % 7/12/2024 7/12/2031 6,000 5,905 5,941 0.66
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2)(3)(7)(11) Software SOFR 3.00 %,
4.00 % PIK
11.33 % 12/24/2019 12/24/2026 33,650 33,376 32,580 3.60
Avalara, Inc. ^* (2)(3)(15) Diversified Financial Services SOFR 6.25 % 10.58 % 10/19/2022 10/19/2028 23,853 23,418 23,853 2.64
Azurite Intermediate Holdings, Inc. ^* (2)(3)(15) Software SOFR 6.50 % 10.86 % 3/19/2024 3/19/2031 3,577 3,524 3,654 0.40
Barnes & Noble, Inc. ^* (2)(3)(10)(11) Retail SOFR 8.81 % 13.17 % 8/7/2019 12/20/2026 20,133 19,814 20,000 2.21
Bayside OPCP, LLC ^ (2)(3)(11) Healthcare & Pharmaceuticals SOFR 7.25 % 11.73 % 5/31/2023 5/31/2026 4,906 4,906 4,906 0.54
Bayside OPCP, LLC ^ (2)(3)(11) Healthcare & Pharmaceuticals SOFR 7.25 % 11.73 % 5/31/2023 5/31/2026 13,869 13,869 13,869 1.53
Bayside OPCP, LLC ^ (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 7.00 % 11.29 % 5/31/2023 5/31/2026 — — — —
Big Bus Tours Group Limited (United Kingdom) ^ (2)(7)(15) Leisure Products & Services SOFR 8.25 % 12.54 % 6/4/2024 6/4/2031 — ( 38 ) ( 38 ) ( 0.00 )
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CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Big Bus Tours Group Limited (United Kingdom) ^ (2)(7) Leisure Products & Services EURIBOR 8.25 % 11.21 % 6/4/2024 6/4/2031 € 4,955 $ 5,238 $ 4,991 0.55 %
Big Bus Tours Group Limited (United Kingdom) * (2)(7) Leisure Products & Services SOFR 8.25 % 12.75 % 6/4/2024 6/4/2031 8,012 7,784 7,792 0.86
Bingo Group Buyer, Inc. ^* (2)(3)(15) Environmental Industries SOFR 5.00 % 9.33 % 7/10/2024 7/10/2031 3,446 3,389 3,496 0.39
Birsa S.p.A. (Italy) ^ (2)(7)(15) Healthcare & Pharmaceuticals EURIBOR 6.00 % 8.58 % 7/2/2024 6/30/2031 € 3,172 3,190 3,094 0.34
BlueCat Networks, Inc. (Canada) ^* (2)(3)(7) High Tech Industries SOFR 5.00 %,
1.00 % PIK
10.40 % 8/8/2022 8/8/2028 7,368 7,268 7,250 0.80
BMS Holdings III Corp. * (2)(3)(11) Construction & Building SOFR 5.50 % 9.83 % 9/30/2019 9/30/2026 4,735 4,699 4,570 0.50
Bradyifs Holdings, LLC ^* (2)(3)(15) Wholesale SOFR 5.00 % 9.52 % 10/31/2023 10/31/2029 8,996 8,839 9,026 1.00
Celerion Buyer, Inc. ^* (2)(3)(15) Healthcare & Pharmaceuticals SOFR 5.00 % 9.53 % 11/3/2022 11/3/2029 4,568 4,481 4,527 0.50
Chemical Computing Group ULC (Canada) ^* (2)(3)(7)(11)(15) Software SOFR 4.50 % 8.96 % 8/30/2018 8/30/2025 380 380 380 0.04
CircusTrix Holdings, LLC ^* (2)(3)(15) Leisure Products & Services SOFR 6.50 % 10.86 % 7/18/2023 7/14/2028 14,513 14,232 14,712 1.63
Comar Holding Company, LLC ^ (2)(3)(11) Containers, Packaging & Glass SOFR 2.00 %,
4.75 % PIK
11.23 % 6/18/2018 6/18/2026 30,732 30,705 27,794 3.07
CoreWeave Compute Acquisition Co. II, LLC ^ (2)(3) High Tech Industries SOFR 9.62 % 14.10 % 7/30/2023 7/30/2028 1,774 1,750 1,791 0.20
CoreWeave Compute Acquisition Co. IV, LLC ^ (2)(15) High Tech Industries SOFR 6.00 % 10.54 % 5/22/2024 5/22/2029 15,173 14,773 14,724 1.63
Cority Software Inc. (Canada) ^* (2)(3)(7)(15) Software SOFR 4.75 % 9.34 % 7/2/2019 7/2/2026 12,748 12,680 12,717 1.40
Coupa Holdings, LLC ^* (2)(3)(15) Software SOFR 5.50 % 10.09 % 2/27/2023 2/28/2030 8,595 8,397 8,728 0.96
CST Holding Company ^* (2)(3)(11)(15) Consumer Goods: Non-Durable SOFR 5.00 % 9.36 % 11/1/2022 11/1/2028 4,885 4,772 4,890 0.54
Dance Midco S.a.r.l. (United Kingdom) ^ (2)(15) Media: Diversified & Production EURIBOR 5.50 % 8.54 % 10/25/2024 10/25/2031 € 3,456 3,632 3,509 0.39
DCA Investment Holding LLC ^* (2)(3) Healthcare & Pharmaceuticals SOFR 6.41 % 10.73 % 3/11/2021 4/3/2028 14,147 14,048 13,573 1.50
Denali Midco 2, LLC ^* (2)(3) Consumer Services SOFR 5.25 % 9.61 % 9/15/2022 12/22/2028 8,423 8,265 8,359 0.92
Diligent Corporation * (2)(3) Telecommunications SOFR 5.00 % 10.09 % 8/4/2020 8/4/2030 636 627 642 0.07
Dwyer Instruments, Inc. ^* (2)(3)(11)(15) Capital Equipment SOFR 4.75 % 9.14 % 7/21/2021 7/21/2029 13,098 12,914 13,098 1.45
Eliassen Group, LLC ^* (2)(3) Business Services SOFR 5.75 % 10.10 % 4/14/2022 4/14/2028 2,184 2,163 2,148 0.24
Ellkay, LLC ^ (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.50 %,
2.00 % PIK
12.55 % 9/14/2021 9/14/2027 14,032 13,883 12,278 1.36
Essential Services Holding Corporation ^ (2)(3)(15) Consumer Services SOFR 5.00 % 9.65 % 6/17/2024 6/17/2031 758 749 756 0.08
Excel Fitness Holdings, Inc. ^ (2)(3)(15) Leisure Products & Services SOFR 5.50 % 9.83 % 5/13/2024 4/29/2029 346 324 346 0.04
Excel Fitness Holdings, Inc. ^* (2)(3)(11)(15) Leisure Products & Services SOFR 5.25 % 9.58 % 4/29/2022 4/29/2029 6,141 6,046 6,095 0.67
Excelitas Technologies Corp. ^ (2) Capital Equipment EURIBOR 5.25 % 8.11 % 8/12/2022 8/12/2029 € 1,792 1,871 1,843 0.20
Excelitas Technologies Corp. ^* (2)(3)(15) Capital Equipment SOFR 5.25 % 9.61 % 8/12/2022 8/12/2029 3,328 3,292 3,305 0.37
104
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
FPG Intermediate Holdco, LLC ^ (2)(3)(11)(15) Consumer Services SOFR 1.00 %,
5.75 % PIK
11.10 % 8/5/2022 3/5/2027 $ 387 $ 383 $ 250 0.03 %
Galileo Parent, Inc. ^ (2)(3)(15) Telecommunications SOFR 5.75 % 10.08 % 11/26/2024 5/3/2030 24,558 24,558 24,558 2.71
Generator US Buyer, Inc. ^ (2)(3) Energy: Electricity SOFR 5.25 % 9.58 % 10/1/2024 7/22/2030 1,530 1,504 1,512 0.17
Greenhouse Software, Inc. ^* (2)(3)(15) Software SOFR 6.25 % 10.58 % 3/1/2021 9/1/2028 32,796 32,276 33,003 3.65
GS AcquisitionCo, Inc. ^* (2)(3)(15) Software SOFR 5.25 % 9.58 % 3/26/2024 5/25/2028 1,095 1,093 1,102 0.12
Guidehouse LLP ^ (2)(3) Sovereign & Public Finance SOFR 3.75 %,
2.00 % PIK
10.11 % 9/30/2022 12/16/2030 80 79 81 0.01
Hadrian Acquisition Limited (United Kingdom) ^ (2)(3)(7)(10) Diversified Financial Services SONIA 5.16 %,
3.20 % PIK
13.08 % 2/28/2022 2/28/2029 £ 21,641 28,313 27,363 3.02
Heartland Home Services, Inc. ^ (2)(3)(11)(15) Consumer Services SOFR 6.00 % 10.33 % 12/15/2020 12/15/2026 7,205 7,172 6,855 0.76
Heartland Home Services, Inc. ^* (2)(3)(11) Consumer Services SOFR 5.75 % 10.08 % 2/10/2022 12/15/2026 10,119 10,074 9,615 1.06
Hercules Borrower LLC ^* (2)(3)(11)(15) Environmental Industries SOFR 5.50 % 9.83 % 12/14/2020 12/14/2026 17,895 17,682 17,895 1.98
Hoosier Intermediate, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.00 % 9.52 % 11/15/2021 11/15/2028 9,709 9,563 9,709 1.07
HS Spa Holdings Inc. ^ (2)(3)(15) Consumer Services SOFR 5.25 % 9.76 % 6/2/2022 6/2/2029 247 233 255 0.03
HS Spa Holdings Inc. ^ (2)(3)(15) Consumer Services SOFR 5.25 % 9.54 % 3/12/2024 6/2/2029 313 308 313 0.03
Icefall Parent, Inc. ^* (2)(3)(15) Software SOFR 6.50 % 10.86 % 1/26/2024 1/26/2030 7,811 7,660 7,803 0.86
iCIMS, Inc. ^* (2)(3)(15) Software SOFR 5.75 % 10.38 % 8/18/2022 8/18/2028 27,962 27,662 27,420 3.03
iCIMS, Inc. ^ (2)(3)(15) Software SOFR 5.75 % 10.38 % 8/18/2022 8/18/2028 — — ( 82 ) ( 0.01 )
IG Investments Holdings, LLC ^ (2)(3)(15) Business Services SOFR 5.00 % 9.57 % 11/1/2024 9/22/2028 2,777 2,777 2,777 0.31
Infront Luxembourg Finance S.À R.L. (Luxembourg) ^ (2)(7) Leisure Products & Services EURIBOR 4.50 %,
5.50 % PIK
12.91 % 5/28/2021 5/28/2027 € 8,481 10,139 8,785 0.97
IQN Holding Corp. ^ (2)(3)(15) Business Services SOFR 5.25 % 9.76 % 5/2/2022 5/2/2029 7,026 6,977 7,026 0.78
iRobot Corporation ^ (2)(3)(7)(11) Consumer Goods: Durable SOFR 6.50 %,
2.50 % PIK
13.63 % 7/25/2023 7/31/2026 4,404 4,404 4,260 0.47
Jeg's Automotive, LLC ^ (2)(3)(8) Auto Aftermarket & Services SOFR 7.00 %
( 100 % PIK)
11.29 % 12/22/2021 12/31/2029 7,303 7,305 7,303 0.81
Kaseya, Inc. ^* (2)(3)(15) High Tech Industries SOFR 5.50 % 10.08 % 6/23/2022 6/23/2029 36,846 36,303 36,846 4.07
Lifelong Learner Holdings, LLC ^ (2)(3)(11)(15) Business Services SOFR 7.75 % 12.44 % 10/18/2019 10/18/2025 4,117 4,093 3,770 0.42
LVF Holdings, Inc. ^* (2)(3)(11)(15) Beverage & Food SOFR 5.50 % 9.83 % 6/10/2021 6/10/2027 19,960 19,757 19,960 2.21
Material Holdings, LLC ^ (2)(3)(11)(15) Business Services SOFR 1.35 %,
4.65 % PIK
10.33 % 8/19/2021 8/19/2027 7,258 7,258 7,258 0.80
Material Holdings, LLC ^ (2)(3)(8)(11) Business Services SOFR 6.00 %
( 100 % PIK)
10.29 % 8/19/2021 8/19/2027 1,746 677 453 0.05
Maverick Acquisition, Inc. ^ (2)(3)(11) Aerospace & Defense SOFR 6.25 % 10.58 % 6/1/2021 6/1/2027 34,991 34,664 25,459 2.81
Medical Manufacturing Technologies, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.75 % 10.09 % 12/23/2021 12/23/2027 20,586 20,350 20,261 2.24
NEFCO Holding Company LLC ^* (2)(3)(15) Construction & Building SOFR 5.75 % 10.31 % 8/5/2022 8/5/2028 15,638 15,345 15,584 1.72
105
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
NMI AcquisitionCo, Inc. ^* (2)(3)(11)(15) High Tech Industries SOFR 5.00 % 9.36 % 9/6/2017 9/6/2028 $ 37,714 $ 37,696 $ 37,682 4.16 %
North Haven Fairway Buyer, LLC ^* (2)(3)(15) Consumer Services SOFR 6.50 % 10.90 % 5/17/2022 5/17/2028 16,182 15,967 16,182 1.79
North Haven Fairway Buyer, LLC ^ (2)(3)(15) Consumer Services SOFR 5.25 % 9.66 % 6/26/2024 5/17/2028 3,479 3,313 3,390 0.37
Oak Purchaser, Inc. ^* (2)(3)(15) Business Services SOFR 5.50 % 9.81 % 4/28/2022 4/28/2028 7,475 7,426 7,353 0.81
Oak Purchaser, Inc. ^ (2)(3)(15) Business Services SOFR 5.50 % 9.82 % 2/1/2024 4/28/2028 1,039 1,000 997 0.11
Optimizely North America Inc. ^ (2)(3) High Tech Industries EURIBOR 5.25 % 8.11 % 10/30/2024 10/30/2031 € 1,515 1,629 1,560 0.17
Optimizely North America Inc. ^ (2)(3)(15) High Tech Industries SOFR 5.00 % 9.36 % 10/30/2024 10/30/2031 4,485 4,434 4,454 0.49
Optimizely North America Inc. ^ (2)(3) High Tech Industries SONIA 5.50 % 10.20 % 10/30/2024 10/30/2031 £ 606 778 755 0.08
Oranje Holdco, Inc. ^* (2)(3)(15) Business Services SOFR 7.75 % 12.32 % 2/1/2023 2/1/2029 8,052 7,883 8,116 0.90
Oranje Holdco, Inc. * (2)(3) Business Services SOFR 7.25 % 11.82 % 6/26/2024 2/1/2029 3,374 3,312 3,343 0.37
Orthrus Limited (United Kingdom) ^ (2) Diversified Financial Services EURIBOR 3.50 %,
2.75 % PIK
9.13 % 12/4/2024 12/4/2031 € 602 627 614 0.07
Orthrus Limited (United Kingdom) ^ (2)(3) Diversified Financial Services SOFR 3.50 %,
2.75 % PIK
10.72 % 12/4/2024 12/4/2031 1,589 1,566 1,565 0.17
Orthrus Limited (United Kingdom) ^ (2)(15) Diversified Financial Services SONIA 3.50 %,
2.75 % PIK
10.95 % 12/4/2024 12/4/2031 £ 674 840 825 0.09
PAM Bidco Limited (United Kingdom) ^ (15) Utilities: Water FIXED 10.75 % 10.75 % 10/29/2024 10/29/2031 23 29 28 —
PAM Bidco Limited (United Kingdom) ^ (2)(15) Utilities: Water SONIA 7.30 % 12.24 % 10/29/2024 10/29/2031 £ 1,894 2,390 2,302 0.25
Park County Holdings, LLC ^* (2)(3)(10) Media: Diversified & Production SOFR 7.28 % 11.62 % 11/29/2023 11/29/2029 28,759 28,249 28,615 3.16
PDI TA Holdings, Inc ^ (2)(3)(15) Software SOFR 5.50 % 10.08 % 2/1/2024 2/1/2031 514 509 514 0.06
Performance Health Holdings, Inc. * (2)(3)(11) Healthcare & Pharmaceuticals SOFR 5.75 % 10.11 % 7/12/2021 7/12/2027 6,444 6,381 6,444 0.71
Pestco Intermediate, LLC ^* (2)(3)(11)(15) Environmental Industries SOFR 6.25 % 10.78 % 2/6/2023 2/17/2028 5,025 4,915 5,079 0.56
Pestco Intermediate, LLC ^* (2)(3)(15) Environmental Industries SOFR 5.25 % 9.50 % 10/2/2024 2/17/2028 1,916 1,872 1,880 0.21
PF Atlantic Holdco 2, LLC ^* (2)(3)(11)(15) Leisure Products & Services SOFR 5.50 % 10.04 % 11/12/2021 11/12/2027 11,459 11,312 11,459 1.27
PPV Intermediate Holdings, LLC ^ (2)(3)(15) Healthcare & Pharmaceuticals SOFR 5.25 % 9.54 % 8/7/2024 8/31/2029 — ( 80 ) — —
Project Castle, Inc. * (2)(3) Capital Equipment SOFR 5.50 % 10.09 % 6/24/2022 6/1/2029 7,331 6,777 6,389 0.71
Prophix Software Inc. (Canada) ^ (2)(3)(7)(15) Software SOFR 6.00 % 10.36 % 2/1/2021 2/1/2027 — ( 10 ) ( 8 ) 0.00
Prophix Software Inc. (Canada) ^* (2)(3)(7)(15) Software SOFR 6.00 % 10.35 % 11/21/2023 2/1/2027 17,194 17,046 17,125 1.89
Pushpay USA Inc. * (2) Diversified Financial Services SOFR 4.50 % 8.83 % 8/16/2024 8/16/2031 1,000 990 1,000 0.11
PXO Holdings I Corp. ^* (2)(3)(11)(15) Chemicals, Plastics & Rubber SOFR 5.50 % 9.90 % 3/8/2022 3/8/2028 9,500 9,364 9,497 1.05
QBS Parent, Inc. ^ (2)(3)(15) Energy: Oil & Gas SOFR 4.75 % 9.27 % 11/7/2024 11/7/2031 — ( 5 ) ( 5 ) —
QNNECT, LLC ^* (2)(3)(15) Aerospace & Defense SOFR 5.25 % 10.26 % 11/2/2022 11/2/2029 6,109 5,972 6,134 0.68
Quantic Electronics, LLC ^ (2)(3)(11)(15) Aerospace & Defense SOFR 6.00 % 10.33 % 11/19/2020 11/19/2026 14,919 14,794 14,919 1.65
106
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Quantic Electronics, LLC ^ (2)(3)(11) Aerospace & Defense SOFR 6.00 % 10.33 % 3/1/2021 3/1/2027 $ 9,625 $ 9,544 $ 9,625 1.06 %
Radwell Parent, LLC ^* (2)(3)(15) Wholesale SOFR 5.50 % 9.83 % 12/1/2022 4/1/2029 11,059 10,772 10,951 1.21
Regency Entertainment, Inc. ^ (2)(3)(11) Media: Advertising, Printing & Publishing SOFR 6.75 %,
2.25 % PIK
13.33 % 7/5/2023 6/23/2028 15,000 14,714 15,450 1.71
Rialto Management Group, LLC ^ (2)(3)(15) Diversified Financial Services SOFR 5.00 % 9.53 % 12/5/2024 12/5/2030 13,084 12,950 12,948 1.43
Rotation Buyer, LLC ^ (2)(3)(15) Capital Equipment SOFR 4.75 % 9.08 % 12/27/2024 12/27/2031 9,041 8,920 8,919 0.98
SCP Eye Care HoldCo, LLC ^* (2)(3)(15) Healthcare & Pharmaceuticals SOFR 5.50 % 9.90 % 10/7/2022 10/7/2029 157 154 157 0.02
Seahawk Bidco, LLC ^ (2)(3)(15) Consumer Services SOFR 4.75 % 9.10 % 12/19/2024 12/19/2031 12,441 12,310 12,310 1.36
Smarsh Inc. ^* (2)(3)(15) Software SOFR 5.75 % 10.08 % 2/18/2022 2/18/2029 7,509 7,396 7,509 0.83
SPay, Inc. ^ (2)(3)(11) Leisure Products & Services SOFR 2.88 %,
6.38 % PIK
13.84 % 6/15/2018 6/15/2026 29,238 29,195 25,109 2.77
Speedstar Holding LLC ^* (2)(3)(15) Auto Aftermarket & Services SOFR 6.00 % 10.59 % 7/2/2024 7/22/2027 18,170 17,951 17,942 1.98
Spotless Brands, LLC ^* (2)(3)(15) Consumer Services SOFR 5.75 % 10.03 % 6/21/2022 7/25/2028 28,372 27,869 28,442 3.14
Spotless Brands, LLC ^ (2)(3)(15) Consumer Services SOFR 5.50 % 10.06 % 8/30/2024 7/25/2028 21 ( 63 ) ( 25 ) 0.00
Tank Holding Corp. ^* (2)(3)(11)(15) Capital Equipment SOFR 5.75 % 10.00 % 3/31/2022 3/31/2028 21,214 20,956 21,213 2.34
Tank Holding Corp. ^ (2)(3)(11)(15) Capital Equipment SOFR 6.00 % 10.35 % 9/26/2024 3/31/2028 3,395 3,361 3,395 0.38
TCFI Aevex LLC * (2)(3)(11) Aerospace & Defense SOFR 6.00 % 10.36 % 3/18/2020 3/18/2026 10,821 10,771 10,820 1.19
The Chartis Group, LLC ^ (2)(3)(15) Healthcare & Pharmaceuticals SOFR 4.50 % 8.85 % 9/17/2024 9/17/2031 10,410 10,263 10,321 1.14
Total Power Limited (Canada) ^ (2)(3)(7)(15) Energy: Electricity CORRA 5.25 % 10.16 % 7/22/2024 7/22/2030 C$ 8,022 5,706 5,486 0.61
Tufin Software North America, Inc. ^* (2)(3)(11)(15) Software SOFR 6.95 % 11.29 % 8/17/2022 8/17/2028 28,328 27,943 28,202 3.12
Turbo Buyer, Inc. ^* (2)(3)(15) Auto Aftermarket & Services SOFR 6.00 % 10.47 % 12/2/2019 12/2/2025 2,289 2,275 2,096 0.23
U.S. Legal Support, Inc. ^* (2)(3)(11)(15) Business Services SOFR 5.75 % 10.08 % 11/30/2018 5/31/2026 17,476 17,453 17,417 1.92
United Flow Technologies Intermediate Holdco II, LLC ^* (2)(3)(15) Environmental Industries SOFR 5.25 % 9.59 % 6/21/2024 6/21/2031 5,289 5,171 5,269 0.58
US INFRA SVCS Buyer, LLC ^ (2)(3)(11) Environmental Industries SOFR 2.50 %,
4.75 % PIK
12.04 % 4/13/2020 4/13/2027 8,197 8,152 7,403 0.82
USR Parent Inc. ^* (2)(3)(10) Retail SOFR 7.60 % 12.15 % 4/22/2022 4/25/2027 3,333 3,315 3,290 0.36
Vensure Employer Services, Inc. ^* (2)(15) Business Services SOFR 5.00 % 9.34 % 9/27/2024 9/27/2031 18,140 17,927 18,114 2.00
Wineshipping.com LLC ^ (2)(3)(11)(15) Beverage & Food SOFR 5.75 % 10.29 % 10/29/2021 10/29/2027 5,854 5,791 4,796 0.53
World 50, Inc. ^* (2)(3)(15) Business Services SOFR 5.75 % 10.11 % 3/22/2024 3/22/2030 18,996 18,638 18,786 2.08
Yellowstone Buyer Acquisition, LLC ^ (2)(3)(11) Consumer Goods: Durable SOFR 5.75 % 10.48 % 9/13/2021 9/13/2027 435 431 402 0.04
YLG Holdings, Inc. ^* (2)(3)(15) Consumer Services SOFR 4.75 % 9.32 % 9/30/2020 12/23/2030 6,350 6,319 6,271 0.69
First Lien Debt Total $ 1,296,904 $ 1,277,666 141.15 %
Second Lien Debt ( 6.5 % of fair value)
11852604 Canada Inc. (Canada) ^ (2)(3)(7)(11) Healthcare & Pharmaceuticals SOFR 9.50 %
( 100 % PIK)
13.98 % 9/30/2021 9/30/2028 10,185 10,092 9,956 1.10
107
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Aimbridge Acquisition Co., Inc. ^ (2)(8)(11) Leisure Products & Services SOFR 7.50 % 11.79 % 2/1/2019 2/1/2027 $ 9,241 $ 9,116 $ 1,116 0.12 %
AP Plastics Acquisition Holdings, LLC ^* (2)(3)(11) Chemicals, Plastics & Rubber SOFR 7.25 % 11.61 % 8/10/2021 8/10/2029 33,680 33,053 33,680 3.73
AQA Acquisition Holdings, Inc. ^* (2)(3) High Tech Industries SOFR 6.25 % 10.84 % 3/3/2021 3/3/2029 35,000 34,454 34,913 3.86
Associations, Inc. ^ (9) Construction & Building FIXED 14.25 %
( 100 % PIK)
14.25 % 5/3/2024 5/3/2030 5,494 5,471 5,469 0.60
Bayside OPCP, LLC ^ (2)(3)(9)(11) Healthcare & Pharmaceuticals SOFR 10.00 %
( 100 % PIK)
14.48 % 5/31/2023 5/31/2026 5,667 5,131 5,667 0.63
Denali Midco 2, LLC ^ (2) Consumer Services FIXED 13.00 %
( 100 % PIK)
13.00 % 10/4/2024 12/22/2029 1,320 1,296 1,295 0.14
PAI Holdco, Inc. ^ (2)(3) Auto Aftermarket & Services SOFR 5.50 %,
2.00 % PIK
12.09 % 10/28/2020 10/28/2028 14,672 14,442 12,888 1.42
TruGreen Limited Partnership ^* (2)(3)(11) Consumer Services SOFR 8.50 % 13.09 % 11/16/2020 11/2/2028 13,000 12,846 11,483 1.27
Second Lien Debt Total $ 125,901 $ 116,467 12.87 %
Investments—non-controlled/non-affiliated (1)
Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Equity Investments ( 5.0 % of fair value)
48forty Intermediate Holdings, Inc. ^* (6)(12) Transportation: Cargo 11/5/2024 1 $ — $ — — %
ANLG Holdings, LLC ^ (6)(12) Capital Equipment 6/22/2018 592 592 1,035 0.11
Appriss Health, LLC ^ (6) Healthcare & Pharmaceuticals 11.00 %
( 100 % PIK)
5/6/2021 6 6,268 6,144 0.68
Atlas Ontario LP (Canada) ^ (6)(7)(12) Business Services 4/7/2021 5,114 5,114 5,114 0.57
Bayside HoldCo, LLC ^ (6)(12) Healthcare & Pharmaceuticals 5/31/2023 6 — 2,240 0.25
Blackbird Holdco, Inc. ^ (6) Capital Equipment 12.50 %
( 100 % PIK)
12/14/2021 14 14,008 14,005 1.55
Buckeye Group Holdings, L.P. ^ (6)(8) Auto Aftermarket & Services 11.29 %
( 100 % PIK)
12/31/2024 5,117 1,521 1,521 0.17
Buckeye Group Holdings, L.P. ^ (6)(12) Auto Aftermarket & Services 12/31/2024 9,415 — — —
Buckeye Group Holdings, L.P. ^ (6)(12) Auto Aftermarket & Services 12/31/2024 5,117 — — —
CIP Revolution Holdings, LLC ^ (6)(12) Media: Advertising, Printing & Publishing 8/19/2016 318 318 267 0.03
Cority Software Inc. (Canada) ^ (6)(7)(12) Software 7/2/2019 250 250 735 0.08
Diligent Corporation ^ (6) Telecommunications 10.50 %
( 100 % PIK)
4/5/2021 14 14,326 14,321 1.58
ECP Parent, LLC ^ (6)(12) Healthcare & Pharmaceuticals 3/29/2018 268 — 197 0.02
EvolveIP, LLC ^ (6)(12) Telecommunications 10/30/2024 45 153 45 —
FS NU Investors, LP ^ (6) Consumer Services 20.00 %
( 100 % PIK)
8/9/2024 1 137 145 0.02
108
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
GB Vino Parent, L.P. ^ (6)(12) Beverage & Food 10/29/2021 4 $ 274 $ 86 0.01 %
HIG Intermediate, Inc. ^ (6) Diversified Financial Services 10.50 % 12/10/2024 1 751 751 0.08
Integrity Marketing Group, LLC ^ (6) Diversified Financial Services 10.50 %
( 100 % PIK)
12/21/2021 20,577 20,496 19,942 2.20
NearU Holdings LLC ^ (6)(12) Consumer Services 8/16/2022 25 2,470 625 0.07
NEFCO Holding Company LLC ^ (6) Construction & Building 8.00 % 8/5/2022 1 608 608 0.07
North Haven Goldfinch Topco, LLC ^ (6)(12) Containers, Packaging & Glass 6/18/2018 2,315 2,315 — —
Pascal Ultimate Holdings, L.P ^ (6)(12) Capital Equipment 7/21/2021 36 346 766 0.08
Profile Holdings I, LP ^ (6)(12) Chemicals, Plastics & Rubber 3/8/2022 5 523 474 0.05
Sinch AB (Sweden) ^ (6)(7)(12) High Tech Industries 3/26/2019 106 1,168 199 0.02
Summit K2 Midco, Inc. ^ (6)(12) Diversified Financial Services 4/27/2023 121 99 177 0.02
Talon MidCo 1 Limited ^ (6)(12) Software 8/17/2022 1,018 1,456 1,955 0.22
Tank Holding Corp. ^ (6)(12) Capital Equipment 3/26/2019 850 — 3,485 0.38
Titan DI Preferred Holdings, Inc. ^ (6) Energy: Oil & Gas 13.50 %
( 100 % PIK)
2/11/2020 12,031 11,933 12,031 1.33
Turbo Buyer, Inc. ^ (6)(12) Auto Aftermarket & Services 12/2/2019 1,925 933 1,274 0.14
TW LRW Holdings, LLC ^* (6)(12) Business Services 6/14/2024 2 — — —
U.S. Legal Support Investment Holdings, LLC ^ (6)(12) Business Services 11/30/2018 641 640 819 0.09
Zenith American Holding, Inc. ^ (6)(12) Business Services 12/13/2017 1,564 752 1,955 0.22
Equity Investments Total $ 87,451 $ 90,916 10.04 %
Total investments—non-controlled/non-affiliated $ 1,510,256 $ 1,485,049 164.06 %
Investments—non-controlled/affiliated Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt ( 2.6 % of fair value)
SPF Borrower, LLC ^ (2)(3)(11)(14)(15) Healthcare & Pharmaceuticals SOFR 6.25 %
10.58 % 2/1/2024 2/1/2028 $ 31,372 $ 31,372 $ 31,372 3.47 %
SPF Borrower, LLC ^ (2)(3)(11)(14) Healthcare & Pharmaceuticals SOFR 9.50 %
13.83 % 2/1/2024 2/1/2028 14,659 14,659 14,659 1.62
First Lien Debt Total $ 46,031 $ 46,031 5.09 %
109
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/affiliated Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments ( 1.4 % of fair value)
SPF HoldCo LLC ^ (6)(12)(14) Healthcare & Pharmaceuticals 2/1/2024 15,440 $ 20,828 $ 25,830 2.85 %
Equity Investments Total $ 20,828 $ 25,830 2.85 %
Total investments—non-controlled/affiliated $ 66,859 $ 71,861 7.94 %
Investments—controlled/affiliated
Footnotes Industry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par Amount/ LLC Interest
Cost
Fair Value (5)
% of Net
Assets
Investment Funds ( 13.7 % of fair value)
Middle Market Credit Fund II, LLC, Member's Interest ^ (7)(13) Investment Funds FIXED 20.86 %
20.86 % 11/3/2020 12/31/2030 $ 78,122 $ 78,096 $ 63,997 7.07 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7)(13) Investment Funds FIXED 11.40 %
11.40 % 2/29/2016 12/31/2027 193,000 193,001 182,636 20.18
Middle Market Credit Fund, Mezzanine Loan ^ (2)(7)(9)(13) Investment Funds SOFR 5.50 %
9.79 % 6/30/2016 5/21/2025 — — — —
Investment Funds Total $ 271,097 $ 246,633 27.25 %
Total investments—controlled/affiliated $ 271,097 $ 246,633 27.25 %
Total investments $ 1,848,212 $ 1,803,543 199.25 %
Derivative Instrument Counterparty Company Pays Company Receives Maturity Date Notional Amount Fair Value (5)
Change in Unrealized Appreciation / (Depreciation) Upfront Payments / Receipts
Interest Rate Swap Morgan Stanley Capital Services LLC SOFR + 3.139 % (a)
8.20 % December 1, 2028 $ 85,000 $ 164 $ ( 821 ) $ —
Interest Rate Swap JP Morgan Chase Bank N.A.
SOFR + 3.2345 % (b)
6.75 % February 18, 2030 $ 300,000 $ ( 6,875 ) $ ( 6,875 ) $ —
Total $ 385,000 $ ( 6,711 ) $ ( 7,696 ) $ —
110
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Derivative Instruments*** Counterparty Notional Amount to be Purchase Notional Amount to be Sold Maturity Date Unrealized Appreciation (Depreciation)
Forward Currency Contract Barclays Bank PLC $ 29,984 £ 23,100 1/15/2025 $ 1,089
Forward Currency Contract Barclays Bank PLC $ 5,831 C$ 8,000 1/15/2025 269
Forward Currency Contract Barclays Bank PLC $ 846 £ 674 1/15/2025 3
Forward Currency Contract Barclays Bank PLC $ 632 € 602 1/15/2025 9
Forward Currency Contract Barclays Bank PLC $ 1,630 € 1,500 2/4/2025 75
Forward Currency Contract Barclays Bank PLC $ 777 £ 600 2/4/2025 27
Forward Currency Contract Barclays Bank PLC $ 3,233 € 2,978 2/4/2025 146
Forward Currency Contract Barclays Bank PLC $ 2,419 £ 1,869 2/4/2025 81
Total Derivative Instruments $ 1,699
^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CGBD” 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 8, Borrowings to these consolidated financial statements). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R 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, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of the Company.
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Canadian Dollar (“C$”), Euro (“€”) or British Pound (“£”).
*** Refer to Note 7, Derivative Instruments, to these unaudited consolidated financial statements for further information
(a) The interest rate paid by the Company for each interest period is calculated on the basis of a compounded average daily SOFR rate plus 3.139 %. The interest rate swap settles quarterly on each of March 1, June 1, September 1, and December 1. Refer to Note 7, Derivative Instruments, to these consolidated financial statements for further details.
(b) Commencing on the effective date of August 18, 2025, the interest rate paid by the Company for each interest period is calculated on the basis of a compounded average daily SOFR rate plus 3.235 %. The interest rate swap settles semi-annually on each of February 18 and August 18. Refer to Note 7, Derivative Instruments, to these consolidated financial statements for further details.
(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, 2024, 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, 2024, 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 the Secured Overnight Financing Rate (“SOFR”) 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, 2024. As of December 31, 2024, the reference rates for variable rate loans were the 30-day SOFR at 4.30 %, the 90-day SOFR at 4.29 %, the 180-day SOFR at 4.25 %, the daily SONIA at 4.70 %, the 90-day EURIBOR at 2.79 %, the 180-day EURIBOR at 2.63 % , and the 30-day CORRA at 4.97 %.
(3) Loan includes interest rate floor feature, which ranges from 0.50 % to 3.00 %.
(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 Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these consolidated financial statements), pursuant to the Company’s valuation policy. The fair value of all first lien and second lien debt investments, equity investments and the investment funds was determined using significant unobservable inputs.
(6) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $ 116,746 , or 12.90 % 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) Represents an investment on non-accrual status as of December 31, 2024.
(9) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
111
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
(10) 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, which has been included in the spread of each applicable investment. 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.
(11) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(12) Represents a non-income producing security as of December 31, 2024.
(13) Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC and Note 6. Middle Market Credit Fund II, LLC, to these consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2024, were as follows:
Investments—controlled/affiliated Fair Value as of December 31, 2023 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2024 Dividend and Interest Income
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest
$ 181,960 $ — $ — $ — $ 676 $ 182,636 $ 22,000
Middle Market Credit Fund, LLC, Mezzanine Loan — — — — — — —
Middle Market Credit Fund II, LLC, Member’s Interest 67,419 — — — ( 3,422 ) 63,997 12,905
Total investments—controlled/affiliated $ 249,379 $ — $ — $ — $ ( 2,746 ) $ 246,633 $ 34,905
(14) Under the Investment Company Act, the Company is deemed an “affiliated person” of the portfolio companies because the Company owns 5% or more of the portfolio company’s outstanding voting securities. Transactions related to the portfolio companies during the year ended December 31, 2024 were as follows:
Investments—non-controlled/affiliated Fair Value as of December 31, 2023 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2024 Interest and PIK Income
SPF Borrower, LLC $ — $ 31,372 $ — $ — $ — $ 31,372 $ 3,354
SPF Borrower, LLC — 14,659 — — 14,659 1,982
SPF HoldCo, LLC (Equity) — 20,828 — 5,002 25,830 —
Direct Travel, Inc. 44,407 — ( 43,341 ) — ( 1,066 ) — 2,352
Direct Travel, Inc. 3,772 — ( 3,696 ) — ( 76 ) — 364
Direct Travel, Inc. (Equity) 5,203 — ( 4,013 ) 4,013 ( 5,203 ) — —
Total investments—non-controlled/affiliated $ 53,382 $ 66,859 $ ( 51,050 ) $ 4,013 $ ( 1,343 ) $ 71,861 $ 8,052
(15) As of December 31, 2024, 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
Accession Risk Management Group, Inc. Revolver 0.50 % $ 462 $ 4
ADPD Holdings, LLC Delayed Draw 1.00 1,709 ( 146 )
ADPD Holdings, LLC Revolver 0.50 284 ( 24 )
Advanced Web Technologies Holding Company Delayed Draw 1.00 2,371 ( 1 )
Advanced Web Technologies Holding Company Revolver 0.50 1,205 ( 1 )
112
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
Alpine Acquisition Corp II Revolver 0.50 % $ 1,965 $ ( 387 )
AmpersCap LLC Delayed Draw 1.00 3,709 ( 74 )
Apex Companies Holdings, LLC Delayed Draw 1.00 4,915 ( 30 )
Applied Technical Services, LLC Delayed Draw 1.00 512 ( 7 )
Applied Technical Services, LLC Revolver 0.50 19 —
Appriss Health, LLC Revolver 0.50 3,212 ( 21 )
Artifact Bidco, Inc. Delayed Draw 0.50 172 ( 1 )
Artifact Bidco, Inc. Revolver 0.35 123 ( 1 )
Ascend Buyer, LLC Revolver 0.50 856 ( 1 )
Associations, Inc. Delayed Draw — 846 8
Associations, Inc. Revolver 0.50 407 4
Athlete Buyer, LLC Delayed Draw 1.00 4,950 ( 79 )
Atlas US Finco, Inc. Revolver 0.50 268 0
Auditboard, Inc. Delayed Draw 0.75 2,857 ( 17 )
Auditboard, Inc. Revolver 0.50 1,143 ( 7 )
Avalara, Inc. Revolver 0.50 2,250 —
Azurite Intermediate Holdings, Inc. Revolver 0.50 397 8
Bayside OPCP, LLC Revolver 0.50 1,974 —
Big Bus Tours Group Limited (United Kingdom) Delayed Draw 1.50 1,370 ( 38 )
Bingo Group Buyer, Inc. Delayed Draw 0.75 1,066 11
Bingo Group Buyer, Inc. Revolver 0.50 397 4
Birsa S.p.A. (Italy) Delayed Draw 1.25 € 5,076 ( 110 )
Bradyifs Holdings, LLC Delayed Draw 1.00 206 1
Celerion Buyer, Inc. Delayed Draw 1.00 499 ( 4 )
Celerion Buyer, Inc. Revolver 0.50 249 ( 2 )
Chemical Computing Group ULC (Canada) Revolver 0.50 29 —
CircusTrix Holdings, LLC Delayed Draw 1.00 323 4
CoreWeave Compute Acquisition Co. IV, LLC Delayed Draw 0.50 14,827 ( 222 )
Cority Software Inc. (Canada) Revolver 0.50 3,000 ( 6 )
Coupa Holdings, LLC Delayed Draw 1.50 771 10
Coupa Holdings, LLC Revolver 0.50 591 8
CST Holding Company Revolver 0.50 470 0
Dance Midco S.a.r.l. (United Kingdom) Delayed Draw 1.00 € 1,099 ( 15 )
Dwyer Instruments, Inc. Delayed Draw 1.00 1,680 —
Dwyer Instruments, Inc. Revolver 0.50 3,194 —
Ellkay, LLC Revolver 0.50 1,071 ( 124 )
113
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
Essential Services Holding Corporation Delayed Draw 1.00 % $ 149 $ (0 )
Essential Services Holding Corporation Revolver 0.50 93 ( 0 )
Excel Fitness Holdings, Inc. Delayed Draw 1.00 1,386 —
Excel Fitness Holdings, Inc. Revolver 0.50 891 ( 6 )
Excelitas Technologies Corp. Delayed Draw 1.00 25 —
Excelitas Technologies Corp. Revolver 0.50 692 ( 4 )
FPG Intermediate Holdco, LLC Delayed Draw — 6 ( 2 )
Galileo Parent, Inc. Revolver 0.50 1,959 —
Greenhouse Software, Inc. Revolver 0.50 2,204 13
GS AcquisitionCo, Inc. Delayed Draw 0.50 29 0
GS AcquisitionCo, Inc. Revolver 0.50 52 0
Heartland Home Services, Inc. Revolver 0.50 457 ( 21 )
Hercules Borrower LLC Revolver 0.50 2,160 —
Hoosier Intermediate, LLC Revolver 0.50 2,400 —
HS Spa Holdings Inc. Delayed Draw 0.50 326 —
HS Spa Holdings Inc. Revolver 0.50 988 6
Icefall Parent, Inc. Revolver 0.50 744 ( 1 )
iCIMS, Inc. Revolver 0.50 1,946 ( 35 )
IG Investments Holdings, LLC Revolver 0.50 219 —
IQN Holding Corp. Revolver 0.50 297 —
Kaseya, Inc. Delayed Draw 1.00 853 —
Kaseya, Inc. Revolver 0.50 1,541 —
Lifelong Learner Holdings, LLC Revolver 0.50 42 ( 4 )
LVF Holdings, Inc. Revolver 0.38 1,733 —
Material Holdings, LLC Revolver 1.00 192 —
Medical Manufacturing Technologies, LLC Revolver 0.50 558 ( 9 )
NEFCO Holding Company LLC Delayed Draw 1.00 1,545 ( 4 )
NEFCO Holding Company LLC Revolver 0.50 3,352 ( 8 )
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 ( 1 )
North Haven Fairway Buyer, LLC Delayed Draw 1.00 6,036 ( 57 )
North Haven Fairway Buyer, LLC Revolver 0.50 853 —
Oak Purchaser, Inc. Delayed Draw 0.50 1,349 ( 23 )
Oak Purchaser, Inc. Revolver 0.50 584 ( 9 )
Optimizely North America Inc. Revolver 0.50 682 ( 4 )
Oranje Holdco, Inc. Revolver 0.50 1,006 7
Orthrus Limited (United Kingdom) Delayed Draw 0.50 £ 314 ( 4 )
114
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
PAM Bidco Limited (United Kingdom) Delayed Draw 3.23 % £ 10 $ —
PAM Bidco Limited (United Kingdom) Delayed Draw 2.19 £ 890 ( 14 )
PDI TA Holdings, Inc Delayed Draw 0.50 47 ( 0 )
PDI TA Holdings, Inc Revolver 0.50 46 ( 0 )
Pestco Intermediate, LLC Delayed Draw 1.00 1,223 ( 14 )
Pestco Intermediate, LLC Revolver 0.50 442 4
PF Atlantic Holdco 2, LLC Revolver 0.50 2,759 —
PPV Intermediate Holdings, LLC Delayed Draw 1.00 8,696 —
Prophix Software Inc. (Canada) Delayed Draw — 1,320 ( 5 )
Prophix Software Inc. (Canada) Revolver 0.50 1,994 ( 7 )
PXO Holdings I Corp. Revolver 0.50 920 ( 0 )
QBS Parent, Inc. Revolver 0.38 1,010 ( 5 )
QNNECT, LLC Delayed Draw 1.00 376 1
Quantic Electronics, LLC Revolver 0.50 644 —
Radwell Parent, LLC Delayed Draw 0.50 2,020 ( 15 )
Radwell Parent, LLC Revolver 0.38 1,116 ( 8 )
Rialto Management Group, LLC Revolver 0.50 451 ( 5 )
Rotation Buyer, LLC Delayed Draw 1.00 2,254 ( 22 )
Rotation Buyer, LLC Revolver 0.50 874 ( 9 )
SCP Eye Care HoldCo, LLC Revolver 0.50 19 0
Seahawk Bidco, LLC Delayed Draw 1.00 3,888 ( 29 )
Seahawk Bidco, LLC Revolver 0.50 1,166 ( 9 )
Smarsh Inc. Delayed Draw 1.00 816 —
Smarsh Inc. Revolver 0.50 245 —
Speedstar Holding LLC Delayed Draw 1.00 1,789 ( 20 )
SPF Borrower, LLC Revolver 0.50 1,544 —
Spotless Brands, LLC Delayed Draw 1.00 9,029 ( 46 )
Spotless Brands, LLC Revolver 0.50 1,096 3
Tank Holding Corp. Delayed Draw 1.00 162 —
Tank Holding Corp. Revolver 0.38 1,655 —
The Chartis Group, LLC Delayed Draw 1.00 3,187 ( 19 )
The Chartis Group, LLC Revolver 0.50 1,593 ( 9 )
Total Power Limited (Canada) Delayed Draw 0.50 C$ 1,958 ( 35 )
Total Power Limited (Canada) Revolver 0.50 C$ 1,111 ( 20 )
Tufin Software North America, Inc. Revolver 0.50 1,339 ( 6 )
Turbo Buyer, Inc. Revolver 0.50 609 ( 40 )
115
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
U.S. Legal Support, Inc. Revolver 0.50 % $ 816 $ ( 3 )
United Flow Technologies Intermediate Holdco II, LLC Delayed Draw 1.00 2,520 ( 6 )
United Flow Technologies Intermediate Holdco II, LLC Revolver 0.50 559 ( 1 )
Vensure Employer Services, Inc. Delayed Draw 0.50 3,767 ( 4 )
Wineshipping.com LLC Revolver 0.50 238 ( 41 )
World 50, Inc. Revolver 0.50 860 ( 9 )
YLG Holdings, Inc. Delayed Draw 0.50 626 ( 7 )
YLG Holdings, Inc. Revolver 0.38 503 ( 5 )
Total unfunded commitments $ 179,247 $ ( 1,827 )
The type of investments as of December 31, 2024 consisted of the following:
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt $ 1,342,935 $ 1,323,697 73.4 %
Second Lien Debt 125,901 116,467 6.4
Equity Investments 108,279 116,746 6.5
Investment Funds 271,097 246,633 13.7
Total $ 1,848,212 $ 1,803,543 100.0 %
The rate type of debt investments as of December 31, 2024 was as follows:
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $ 1,463,336 $ 1,434,667 99.6 %
Fixed Rate 5,471 5,469 0.4
Total $ 1,468,807 $ 1,440,136 100.0 %
The industry composition of investments as of December 31, 2024 was as follows:
Industry Amortized Cost Fair Value % of Fair Value
Aerospace & Defense $ 75,745 $ 66,957 3.7 %
Auto Aftermarket & Services 44,427 43,024 2.4
Beverage & Food 25,822 24,842 1.4
Business Services 105,807 107,163 5.9
Capital Equipment 73,037 77,453 4.3
Chemicals, Plastics & Rubber 42,940 43,651 2.4
Construction & Building 47,139 47,414 2.6
Consumer Goods: Durable 4,835 4,662 0.2
116
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(amounts in thousands)
Industry Amortized Cost Fair Value % of Fair Value
Consumer Goods: Non-Durable $ 6,998 $ 7,176 0.4 %
Consumer Services 120,893 116,919 6.5
Containers, Packaging & Glass 51,606 46,596 2.6
Diversified Financial Services 100,976 100,093 5.5
Energy: Electricity 7,210 6,998 0.4
Energy: Oil & Gas 11,928 12,026 0.7
Environmental Industries 64,612 64,757 3.6
Healthcare & Pharmaceuticals 226,626 232,628 12.9
High Tech Industries 144,375 144,398 8.0
Investment Funds 271,097 246,633 13.7
Leisure Products & Services 93,348 80,367 4.5
Media: Advertising, Printing & Publishing 15,032 15,717 0.9
Media: Diversified & Production 31,881 32,124 1.8
Retail 23,129 23,290 1.3
Software 188,238 189,975 10.5
Sovereign & Public Finance 79 81 0.0
Telecommunications 39,664 39,566 2.2
Transportation: Cargo 8,738 6,726 0.4
Utilities: Water 2,419 2,330 0.1
Wholesale 19,611 19,977 1.1
Total $ 1,848,212 $ 1,803,543 100.0 %
The geographical composition of investments as of December 31, 2024 was as follows:
Geography Amortized Cost Fair Value % of Fair Value
Australia $ 2,226 $ 2,286 0.1 %
Canada 58,526 58,755 3.3
Italy 3,190 3,094 0.2
Luxembourg 43,515 41,365 2.3
Sweden 1,168 199 0.0
United Kingdom 50,613 49,188 2.7
United States 1,688,974 1,648,656 91.4
Total $ 1,848,212 $ 1,803,543 100.0 %
The accompanying notes are an integral part of these consolidated financial statements.
117
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
First Lien Debt ( 68.6 % of fair value)
ADPD Holdings, LLC ^* (2)(3)(11)(15) Consumer Services SOFR 6.00 % 11.68 % 8/16/2022 8/15/2028 $ 10,119 $ 9,898 $ 8,837 0.97 %
Advanced Web Technologies Holding Company ^* (2)(3)(11)(15) Containers, Packaging & Glass SOFR 6.25 % 11.76 % 12/17/2020 12/17/2026 9,090 8,979 9,129 1.00
Advanced Web Technologies Holding Company ^ (2)(3)(11) Containers, Packaging & Glass SOFR 6.75 % 12.26 % 6/2/2023 12/17/2026 641 625 652 0.07
Advanced Web Technologies Holding Company ^* (2)(3)(11) Containers, Packaging & Glass SOFR 6.50 % 12.01 % 12/16/2021 12/17/2026 1,593 1,573 1,609 0.18
AI Grace AUS Bidco Pty LTD (Australia) ^ (2)(3)(7) Consumer Goods: Non-Durable SOFR 6.50 % 11.85 % 12/5/2023 12/5/2029 2,286 2,218 2,217 0.24
Allied Benefit Systems Intermediate LLC ^ (2)(3)(15) Healthcare & Pharmaceuticals SOFR 5.25 % 10.63 % 10/31/2023 10/31/2030 — ( 23 ) ( 24 ) 0.00
Alpine Acquisition Corp II ^* (2)(3)(11)(15) Transportation: Cargo SOFR 6.00 % 11.46 % 4/19/2022 11/30/2026 9,614 9,430 9,128 1.00
American Physician Partners, LLC ^ (2)(3)(8)(11)(12) Healthcare & Pharmaceuticals SOFR 10.25 %
( 100 % PIK)
15.71 % 12/16/2022 6/30/2023 3,472 3,082 — —
American Physician Partners, LLC ^* (2)(3)(8)(11)(12) Healthcare & Pharmaceuticals SOFR 10.25 %
( 100 % PIK)
15.71 % 1/7/2019 8/5/2022 35,148 30,117 — —
Apex Companies Holdings, LLC ^* (2)(3)(15) Environmental Industries SOFR 6.25 % 11.63 % 1/31/2023 1/31/2028 10,015 9,727 10,040 1.10
Applied Technical Services, LLC ^ (2)(3)(11) Business Services SOFR 6.00 % 11.43 % 9/18/2023 12/29/2026 480 470 484 0.05
Applied Technical Services, LLC ^ (2)(3)(11)(15) Business Services SOFR 5.75 % 11.11 % 12/29/2020 12/29/2026 542 536 542 0.06
Appriss Health, LLC ^ (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 6.75 % 12.32 % 5/6/2021 5/6/2027 36,554 36,062 36,359 3.97
Ascend Buyer, LLC ^* (2)(3)(11)(15) Containers, Packaging & Glass SOFR 6.40 % 11.91 % 9/30/2021 9/30/2028 3,814 3,748 3,697 0.41
Associations, Inc. ^ (2)(3)(11)(15) Construction & Building SOFR 4.00 %, 2.50 % PIK
12.16 % 7/2/2021 7/2/2027 13,440 13,357 13,386 1.47
Atlas AU Bidco Pty Ltd (Australia) ^ (2)(3)(7)(15) High Tech Industries SOFR 7.25 % 12.58 % 12/15/2022 12/12/2029 2,890 2,805 2,922 0.32
Atlas US Finco, Inc. ^ (2)(3) High Tech Industries SOFR 6.75 % 12.40 % 12/18/2023 12/10/2029 1,338 1,311 1,311 0.14
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^* (2)(3)(7)(11) Software SOFR 3.00 %, 4.00 % PIK
12.45 % 12/24/2019 12/24/2026 32,309 31,911 31,010 3.40
Avalara, Inc. ^ (2)(3)(15) Diversified Financial Services SOFR 7.25 % 12.60 % 10/19/2022 10/19/2028 22,500 21,977 22,872 2.51
Barnes & Noble, Inc. ^ (2)(3)(10)(11) Retail SOFR 8.81 % 14.27 % 8/7/2019 12/20/2026 26,402 25,807 26,253 2.87
Bayside OPCP, LLC ^ (2)(3)(11) Healthcare & Pharmaceuticals SOFR 7.25 %
( 100 % PIK)
12.77 % 5/31/2023 5/31/2026 4,785 4,785 4,785 0.52
Bayside OPCP, LLC ^ (2)(3)(11) Healthcare & Pharmaceuticals SOFR 7.25 %
( 100 % PIK)
12.75 % 5/31/2023 5/31/2026 13,527 13,527 13,527 1.48
Bayside OPCP, LLC ^ (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 7.00 %
( 100 % PIK)
12.33 % 5/31/2023 5/31/2026 — — — —
BlueCat Networks, Inc. (Canada) ^ (2)(3)(7)(15) High Tech Industries SOFR 4.00 %, 2.00 % PIK
11.39 % 8/8/2022 8/8/2028 3,692 3,632 3,609 0.40
118
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
BMS Holdings III Corp. ^ (2)(3)(11) Construction & Building SOFR 5.50 % 10.97 % 9/30/2019 9/30/2026 $ 4,784 $ 4,729 $ 4,675 0.51 %
Bradyifs Holdings, LLC ^ (2)(3)(15) Wholesale SOFR 6.00 % 11.38 % 10/31/2023 10/31/2029 8,595 8,399 8,396 0.92
CD&R Madison Parent Ltd (United Kingdom) ^ (2)(7) Business Services EURIBOR 5.75 %, 2.00 % PIK
11.71 % 2/27/2023 2/27/2030 € 609 627 682 0.07
CD&R Madison Parent Ltd (United Kingdom) ^ (2)(7)(15) Business Services SONIA 6.25 %, 2.00 % PIK
13.44 % 2/27/2023 2/27/2030 £ 1,292 1,508 1,676 0.18
Celerion Buyer, Inc. ^* (2)(3)(15) Healthcare & Pharmaceuticals SOFR 6.50 % 11.93 % 11/3/2022 11/3/2029 3,120 3,036 3,159 0.35
Chartis Holding, LLC ^* (2)(3)(11)(15) Business Services SOFR 5.00 % 10.52 % 5/1/2019 5/1/2025 797 793 795 0.09
Chemical Computing Group ULC (Canada) ^* (2)(3)(7)(11)(15) Software SOFR 4.50 % 9.86 % 8/30/2018 8/30/2024 385 385 383 0.04
CircusTrix Holdings, LLC ^* (2)(3)(15) Leisure Products & Services SOFR 6.75 % 12.11 % 7/18/2023 7/14/2028 12,549 12,202 12,585 1.38
Comar Holding Company, LLC ^* (2)(3)(11) Containers, Packaging & Glass SOFR 2.00 %, 4.75 % PIK
12.28 % 6/18/2018 6/18/2026 29,291 29,233 25,198 2.76
CoreWeave Compute Acquisition Co. II, LLC ^ (2)(3)(15) High Tech Industries SOFR 8.75 % 14.13 % 7/30/2023 7/30/2028 1,212 1,179 1,176 0.13
Cority Software Inc. (Canada) ^* (2)(3)(7)(15) Software SOFR 5.00 % 10.39 % 7/2/2019 7/2/2026 10,302 10,201 10,257 1.12
Cority Software Inc. (Canada) ^ (2)(3)(7) Software SOFR 7.00 % 12.39 % 9/3/2020 7/2/2026 547 539 546 0.06
Coupa Holdings, LLC ^ (2)(3)(15) Software SOFR 7.50 % 12.86 % 2/27/2023 2/28/2030 8,638 8,410 8,838 0.97
CPI Intermediate Holdings, Inc. ^* (2)(3)(15) Telecommunications SOFR 5.50 % 10.87 % 10/6/2022 10/6/2029 3,843 3,772 3,803 0.42
CST Holding Company ^* (2)(3)(11)(15) Consumer Goods: Non-Durable SOFR 6.50 % 11.86 % 11/1/2022 11/1/2028 4,981 4,844 5,027 0.55
DCA Investment Holding LLC ^* (2)(3) Healthcare & Pharmaceuticals SOFR 6.41 % 11.75 % 3/11/2021 4/3/2028 14,301 14,177 14,071 1.54
Denali Midco 2, LLC ^* (2)(3)(11)(15) Consumer Services SOFR 6.50 % 11.96 % 9/15/2022 12/22/2027 9,023 8,785 9,023 0.99
Dermatology Associates ^ (2)(3)(11) Healthcare & Pharmaceuticals SOFR 6.25 % ( 100 % PIK)
11.75 % 5/31/2016 1/15/2024 30,871 30,871 30,835 3.37
Dermatology Associates ^ (2)(3)(8)(10) Healthcare & Pharmaceuticals SOFR 11.31 % ( 100 % PIK)
16.81 % 5/31/2016 1/15/2024 49,028 24,963 34,990 3.82
Diligent Corporation ^ (2)(3)(11)(15) Telecommunications SOFR 6.25 % 11.78 % 8/4/2020 8/4/2025 663 656 659 0.07
Dwyer Instruments, Inc. ^* (2)(3)(11)(15) Capital Equipment SOFR 5.75 % 11.20 % 7/21/2021 7/21/2027 3,791 3,731 3,791 0.42
Eliassen Group, LLC ^* (2)(3)(15) Business Services SOFR 5.50 % 10.85 % 4/14/2022 4/14/2028 2,206 2,151 2,145 0.23
Ellkay, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 6.00 % 11.28 % 9/14/2021 9/14/2027 13,964 13,754 11,809 1.29
Emergency Communications Network, LLC ^* (2)(3) Telecommunications SOFR 2.50 %, 6.25 % PIK
14.13 % 6/1/2017 6/1/2024 28,060 28,047 23,896 2.62
EPS Nass Parent, Inc. ^ (2)(3)(11)(15) Utilities: Electric SOFR 5.75 % 11.25 % 4/19/2021 4/19/2028 933 920 902 0.10
EvolveIP, LLC ^* (2)(3)(11) Telecommunications SOFR 5.50 % 11.19 % 11/26/2019 6/7/2025 6,154 6,153 5,901 0.65
Excel Fitness Holdings, Inc. ^* (2)(3)(11)(15) Leisure Products & Services SOFR 5.25 % 10.75 % 4/29/2022 4/29/2029 6,157 6,043 6,061 0.66
Excelitas Technologies Corp. ^ (2)(3)(11)(15) Capital Equipment SOFR 5.75 % 11.23 % 8/12/2022 8/12/2029 3,287 3,229 3,238 0.35
Excelitas Technologies Corp. ^ (2) Capital Equipment EURIBOR 5.75 % 9.74 % 8/12/2022 8/12/2029 € 1,263 1,274 1,376 0.15
FPG Intermediate Holdco, LLC ^ (2)(3)(11)(15) Consumer Services SOFR 6.75 % 12.29 % 8/5/2022 3/5/2027 359 298 321 0.04
119
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Greenhouse Software, Inc. ^ (2)(3)(15) Software SOFR 7.00 % 12.35 % 3/1/2021 9/1/2028 $ 32,796 $ 32,162 $ 32,593 3.57 %
Guidehouse LLP ^ (2)(3) Sovereign & Public Finance SOFR 3.75 %, 2.00 % PIK
11.11 % 9/30/2022 12/16/2030 79 78 79 0.01
Hadrian Acquisition Limited (United Kingdom) ^ (2)(3)(7)(10) Diversified Financial Services SONIA 5.25 %, 3.43 % PIK
13.87 % 2/28/2022 2/28/2029 £ 15,187 19,798 19,261 2.11
Hadrian Acquisition Limited (United Kingdom) ^ (2)(3)(7)(15) Diversified Financial Services SONIA 5.00 %, 2.75 % PIK
12.94 % 2/28/2022 2/28/2029 £ 3,928 4,552 4,952 0.54
Harbour Benefit Holdings, Inc. ^* (2)(3)(11)(15) Business Services SOFR 5.00 % 10.51 % 12/13/2017 12/13/2024 2,951 2,939 2,905 0.32
Heartland Home Services, Inc. ^* (2)(3)(11) Consumer Services SOFR 5.75 % 11.11 % 2/10/2022 12/15/2026 10,223 10,158 9,766 1.07
Heartland Home Services, Inc. ^* (2)(3)(11)(15) Consumer Services SOFR 6.00 % 11.36 % 12/15/2020 12/15/2026 7,116 7,068 6,818 0.75
Hercules Borrower LLC ^* (2)(3)(11)(15) Environmental Industries SOFR 6.25 % 11.70 % 12/14/2020 12/14/2026 18,081 17,770 18,081 1.98
Hoosier Intermediate, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.00 % 10.53 % 11/15/2021 11/15/2028 9,809 9,629 9,415 1.03
HS Spa Holdings Inc. ^ (2)(3)(15) Consumer Services SOFR 5.75 % 11.12 % 6/2/2022 6/2/2029 94 76 95 0.01
iCIMS, Inc. ^ (2)(3)(15) Software SOFR 7.25 % 12.62 % 8/18/2022 8/18/2028 26,975 26,596 26,953 2.95
Infront Luxembourg Finance S.À R.L. (Luxembourg) ^ (2)(7) Leisure Products & Services EURIBOR 9.00 % 12.96 % 5/28/2021 5/28/2027 € 8,250 9,844 9,085 1.00
Integrity Marketing Acquisition, LLC ^ (2)(3)(11) Diversified Financial Services SOFR 6.02 % 11.51 % 12/3/2021 8/27/2026 425 422 419 0.05
IQN Holding Corp. ^ (2)(3)(15) Business Services SOFR 5.25 % 10.64 % 5/2/2022 5/2/2029 6,905 6,843 6,936 0.76
iRobot Corporation ^ (2)(3)(11) Consumer Goods: Durable SOFR 6.50 %, 2.50 % PIK
14.42 % 7/25/2023 7/31/2026 4,939 4,939 5,125 0.56
Jeg's Automotive, LLC ^* (2)(3)(11) Auto Aftermarket & Services SOFR 6.00 % 11.46 % 12/22/2021 12/22/2027 20,487 20,192 17,623 1.93
Kaseya, Inc. ^ (2)(3)(15) High Tech Industries SOFR 3.50 %, 2.50 % PIK
11.38 % 6/23/2022 6/23/2029 36,346 35,706 36,352 3.98
Lifelong Learner Holdings, LLC ^* (2)(3)(11)(15) Business Services SOFR 5.75 % 11.28 % 10/18/2019 10/18/2026 25,718 25,487 23,589 2.58
LinQuest Corporation * (2)(3)(11) Aerospace & Defense SOFR 5.75 % 11.23 % 7/28/2021 7/28/2028 9,775 9,635 9,373 1.03
LVF Holdings, Inc. ^* (2)(3)(11)(15) Beverage & Food SOFR 5.75 % 11.25 % 6/10/2021 6/10/2027 32,833 32,380 32,290 3.54
Material Holdings, LLC ^* (2)(3)(11)(15) Business Services SOFR 6.00 % 11.45 % 8/19/2021 8/19/2027 8,139 8,039 7,816 0.86
Maverick Acquisition, Inc. ^* (2)(3)(11) Aerospace & Defense SOFR 6.25 % 11.60 % 6/1/2021 6/1/2027 35,261 34,818 27,632 3.03
Medical Manufacturing Technologies, LLC ^* (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.50 % 11.01 % 12/23/2021 12/23/2027 30,679 30,238 30,679 3.36
NEFCO Holding Company LLC ^* (2)(3)(11)(15) Construction & Building SOFR 6.50 % 12.14 % 8/5/2022 8/5/2028 6,761 6,643 6,778 0.74
NEFCO Holding Company LLC ^ (2)(3)(11)(15) Construction & Building SOFR 6.50 % 12.03 % 12/1/2023 8/5/2028 558 488 567 0.06
NMI AcquisitionCo, Inc. ^* (2)(3)(11)(15) High Tech Industries SOFR 5.75 % 11.21 % 9/6/2017 9/6/2025 38,120 38,085 37,848 4.15
North Haven Fairway Buyer, LLC ^* (2)(3)(15) Consumer Services SOFR 6.50 % 11.85 % 5/17/2022 5/17/2028 16,032 15,764 16,203 1.78
North Haven Stallone Buyer, LLC ^ (2)(3) Consumer Services SOFR 5.50 % 11.29 % 10/11/2022 5/24/2027 199 196 194 0.02
North Haven Stallone Buyer, LLC ^ (2)(3)(11)(15) Consumer Services SOFR 6.00 % 11.14 % 11/3/2023 5/24/2027 323 213 232 0.03
Oak Purchaser, Inc. ^ (2)(3)(15) Business Services SOFR 5.50 % 10.87 % 4/28/2022 4/28/2028 7,309 7,247 7,083 0.78
Oranje Holdco, Inc. ^ (2)(3)(15) Business Services SOFR 7.50 % 12.88 % 2/1/2023 2/1/2029 8,052 7,852 8,123 0.89
120
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
Park County Holdings, LLC ^ (2)(3)(10) Media: Diversified & Production SOFR 7.11 % 12.47 % 11/29/2023 11/29/2029 $ 30,000 $ 29,391 $ 29,385 3.22 %
Performance Health Holdings, Inc. * (2)(3)(11) Healthcare & Pharmaceuticals SOFR 5.75 % 11.32 % 7/12/2021 7/12/2027 6,444 6,360 6,419 0.70
Pestco Intermediate, LLC ^ (2)(3)(11)(15) Environmental Industries SOFR 6.50 % 12.03 % 2/6/2023 2/17/2028 3,679 3,542 3,633 0.40
PF Atlantic Holdco 2, LLC ^ (2)(3)(11)(15) Leisure Products & Services SOFR 5.50 % 11.12 % 11/12/2021 11/12/2027 11,576 11,383 11,231 1.23
PF Growth Partners, LLC * (2)(3)(11) Leisure Products & Services SOFR 5.00 % 10.45 % 7/1/2019 7/11/2025 7,875 7,840 7,824 0.86
Project Castle, Inc. * (2)(3) Capital Equipment SOFR 5.50 % 10.89 % 6/24/2022 6/1/2029 7,406 6,755 6,536 0.72
Prophix Software Inc. (Canada) ^ (2)(3)(7)(11)(15) Software SOFR 6.50 % 11.96 % 2/1/2021 2/1/2026 13,280 13,100 13,280 1.45
Prophix Software Inc. (Canada) ^ (2)(3)(7)(11)(15) Software SOFR 6.50 % 11.83 % 11/21/2023 2/1/2026 — — — —
Pushpay USA Inc. ^* (2)(3)(11)(15) Diversified Financial Services SOFR 6.75 % 12.28 % 5/10/2023 5/10/2030 16,009 15,525 15,938 1.75
PXO Holdings I Corp. ^* (2)(3)(11)(15) Chemicals, Plastics & Rubber SOFR 5.50 % 11.00 % 3/8/2022 3/8/2028 6,997 6,862 6,801 0.75
QNNECT, LLC ^* (2)(3)(15) Aerospace & Defense SOFR 7.00 % 12.38 % 11/2/2022 11/2/2029 5,302 5,127 5,420 0.59
Quantic Electronics, LLC ^* (2)(3)(11) Aerospace & Defense SOFR 6.25 % 11.70 % 11/19/2020 11/19/2026 15,711 15,528 15,270 1.67
Quantic Electronics, LLC ^* (2)(3)(11) Aerospace & Defense SOFR 6.25 % 11.70 % 3/1/2021 3/1/2027 9,725 9,609 9,452 1.04
Radwell Parent, LLC ^* (2)(3)(15) Wholesale SOFR 6.75 % 12.10 % 12/1/2022 4/1/2029 11,169 10,849 11,242 1.23
Regency Entertainment, Inc. ^ (2)(3)(11) Media: Advertising, Printing & Publishing SOFR 8.50 % 13.95 % 7/5/2023 6/23/2028 15,000 14,653 14,891 1.63
RSC Acquisition, Inc. ^ (2)(3)(11)(15) Diversified Financial Services SOFR 5.50 % 10.93 % 11/1/2019 11/1/2029 10,168 10,088 10,099 1.11
Sapphire Convention, Inc. ^* (2)(3)(11)(15) Telecommunications SOFR 6.00 % 11.53 % 11/20/2018 11/20/2025 27,479 27,302 27,479 3.01
SCP Eye Care HoldCo, LLC ^ (2)(3)(11)(15) Healthcare & Pharmaceuticals SOFR 5.75 % 11.21 % 10/7/2022 10/7/2029 158 152 156 0.02
Smarsh Inc. ^ (2)(3)(15) Software SOFR 5.75 % 11.10 % 2/18/2022 2/18/2029 7,346 7,211 7,254 0.79
SPay, Inc. ^* (2)(3)(11) Leisure Products & Services SOFR 2.88 %, 6.38 % PIK
14.96 % 6/15/2018 6/15/2026 26,673 26,605 23,068 2.53
Speedstar Holding, LLC ^* (2)(3)(11) Auto Aftermarket & Services SOFR 7.25 % 12.79 % 1/22/2021 1/22/2027 29,922 29,512 29,899 3.28
Spotless Brands, LLC ^* (2)(3)(11)(15) Consumer Services SOFR 6.50 % 12.03 % 6/21/2022 7/25/2028 13,864 13,629 13,874 1.52
Spotless Brands, LLC ^ (2)(3)(11)(15) Consumer Services SOFR 6.75 % 12.08 % 6/21/2022 7/25/2028 — ( 380 ) 143 0.02
Summit Acquisition, Inc. ^ (2)(3)(15) Diversified Financial Services SOFR 6.75 % 12.10 % 5/4/2023 5/1/2030 — ( 56 ) 9 0.00
Tank Holding Corp. ^* (2)(3)(11)(15) Capital Equipment SOFR 5.75 % 11.21 % 3/31/2022 3/31/2028 14,231 13,997 13,873 1.52
TCFI Aevex LLC ^* (2)(3)(11) Aerospace & Defense SOFR 6.00 % 11.46 % 3/18/2020 3/18/2026 10,934 10,848 10,854 1.19
TIBCO Software Inc. * (2)(3) High Tech Industries SOFR 4.50 % 9.95 % 9/30/2022 3/31/2029 14,887 13,733 14,513 1.59
Trader Corporation (Canada) ^ (2)(3)(7)(15) Auto Aftermarket & Services CDOR 6.75 % 12.19 % 12/22/2022 12/22/2029 C$ 11,990 8,604 9,156 1.00
Tufin Software North America, Inc. ^ (2)(3)(11)(15) Software SOFR 7.69 % 13.20 % 8/17/2022 8/17/2028 27,802 27,336 27,554 3.02
Turbo Buyer, Inc. ^ (2)(3)(15) Auto Aftermarket & Services SOFR 6.00 % 11.50 % 12/2/2019 12/2/2025 1,697 1,640 1,620 0.18
U.S. Legal Support, Inc. ^* (2)(3)(11)(15) Business Services SOFR 5.75 % 11.11 % 11/30/2018 11/30/2024 16,370 16,296 16,124 1.77
US INFRA SVCS Buyer, LLC ^ (2)(3)(11) Environmental Industries SOFR 6.50 %, 0.75 % PIK
12.95 % 4/13/2020 4/13/2026 8,606 8,533 7,928 0.87
USALCO, LLC ^* (2)(3)(11) Chemicals, Plastics & Rubber SOFR 6.00 % 11.61 % 10/19/2021 10/19/2027 1,681 1,653 1,681 0.18
121
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount ** Amortized Cost (4)
Fair Value (5)
% of Net
Assets
USR Parent Inc. ^ (2)(3)(10) Retail SOFR 7.60 % 12.94 % 4/22/2022 4/25/2027 $ 3,778 $ 3,751 $ 3,740 0.41 %
Vensure Employee Services, Inc. ^ (2)(3)(15) Business Services SOFR 5.25 % 10.63 % 12/15/2023 3/26/2027 610 536 535 0.06
Westfall Technik, Inc. ^* (2)(3)(11) Chemicals, Plastics & Rubber SOFR 6.75 %, 0.75 % PIK
12.96 % 9/13/2018 9/13/2024 27,305 27,183 25,166 2.75
Wineshipping.com LLC ^* (2)(3)(11)(15) Beverage & Food SOFR 5.75 % 11.29 % 10/29/2021 10/29/2027 5,897 5,812 5,486 0.60
Yellowstone Buyer Acquisition, LLC ^ (2)(3)(11) Consumer Goods: Durable SOFR 5.75 % 11.18 % 9/13/2021 9/13/2027 440 434 427 0.05
YLG Holdings, Inc. ^ (2)(3)(11) Consumer Services SOFR 5.00 % 10.48 % 9/30/2020 11/1/2025 1,940 1,912 1,940 0.21
First Lien Debt Total $ 1,309,175 $ 1,263,324 138.40 %
Second Lien Debt ( 10.2 % of fair value)
11852604 Canada Inc. (Canada) ^ (2)(3)(7)(11) Healthcare & Pharmaceuticals SOFR 9.50 % ( 100 % PIK)
15.04 % 9/30/2021 9/30/2028 $ 8,780 $ 8,665 $ 8,670 0.95 %
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3)(7) Aerospace & Defense SOFR 8.25 % 13.80 % 1/17/2020 1/17/2028 24,814 24,476 24,938 2.74
Aimbridge Acquisition Co., Inc. ^ (2)(11) Leisure Products & Services SOFR 7.50 % 12.96 % 2/1/2019 2/1/2027 9,241 9,162 8,680 0.95
AP Plastics Acquisition Holdings, LLC ^ (2)(3)(11) Chemicals, Plastics & Rubber SOFR 7.50 % 12.96 % 8/10/2021 8/10/2029 33,680 32,957 33,204 3.64
AQA Acquisition Holdings, Inc. ^* (2)(3)(11) High Tech Industries SOFR 7.50 % 12.98 % 3/3/2021 3/3/2029 35,000 34,358 35,000 3.83
Bayside OPCP, LLC ^ (2)(3)(8)(9)(11) Healthcare & Pharmaceuticals SOFR 10.00 % ( 100 % PIK)
15.50 % 5/31/2023 5/31/2026 4,861 3,653 3,071 0.34
Outcomes Group Holdings, Inc. ^* (2) Business Services SOFR 7.50 % 13.04 % 10/23/2018 10/26/2026 1,731 1,729 1,731 0.19
PAI Holdco, Inc. ^ (2)(3) Auto Aftermarket & Services SOFR 5.50 %, 2.00 % PIK
13.03 % 10/28/2020 10/28/2028 14,377 14,101 13,449 1.47
Quartz Holding Company ^* (2)(11) Software SOFR 8.00 % 13.46 % 4/2/2019 4/2/2027 7,048 6,979 7,048 0.77
Stonegate Pub Company Bidco Limited (United Kingdom) ^ (2)(7) Beverage & Food SONIA 8.50 % 13.69 % 3/12/2020 3/12/2028 £ 20,000 24,883 22,204 2.43
TruGreen Limited Partnership ^ (2)(3)(11) Consumer Services SOFR 8.50 % 14.14 % 11/16/2020 11/2/2028 13,000 12,817 12,082 1.32
World 50, Inc. ^ (9) Business Services FIXED 11.50 % 11.50 % 1/10/2020 1/9/2027 18,098 17,877 18,098 1.98
Second Lien Debt Total $ 191,657 $ 188,175 20.61 %
Investments—non-controlled/non-affiliated (1)
Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Equity Investments ( 4.8 % of fair value)
ANLG Holdings, LLC ^ (6)(16) Capital Equipment 6/22/2018 592 $ 592 $ 1,027 0.11 %
Appriss Health, LLC ^ (6) Healthcare & Pharmaceuticals 11.00 %
( 100 % PIK)
5/6/2021 6 5,599 5,438 0.60
Atlas Ontario LP (Canada) ^ (6)(7)(16) Business Services 4/7/2021 5,114 5,114 5,114 0.56
Bayside HoldCo, LLC ^ (6)(16) Healthcare & Pharmaceuticals 5/31/2023 6 — — —
122
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated (1)
Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
%
of Net Assets
Blackbird Holdco, Inc. ^ (6) Capital Equipment 12.50 %
( 100 % PIK)
12/14/2021 13 $ 12,314 $ 12,074 1.32 %
Buckeye Parent, LLC ^ (6)(16) Auto Aftermarket & Services 12/22/2021 885 885 85 0.01
Chartis Holding, LLC ^ (6)(16) Business Services 5/1/2019 433 421 637 0.07
CIP Revolution Holdings, LLC ^ (6)(16) Media: Advertising, Printing & Publishing 8/19/2016 318 318 254 0.03
Cority Software Inc. (Canada) ^ (6)(7)(16) Software 7/2/2019 250 250 696 0.08
Derm Growth Partners III, LLC ^ (6)(16) Healthcare & Pharmaceuticals 5/31/2016 1,000 1,000 — —
Diligent Corporation ^ (6) Telecommunications 10.50 %
( 100 % PIK)
4/5/2021 13 12,842 12,761 1.40
ECP Parent, LLC ^ (6)(16) Healthcare & Pharmaceuticals 3/29/2018 268 — 290 0.03
GB Vino Parent, L.P. ^ (6)(16) Beverage & Food 10/29/2021 4 307 218 0.02
Integrity Marketing Group, LLC ^ (6) Diversified Financial Services 10.50 %
( 100 % PIK)
12/21/2021 18,530 18,369 17,824 1.95
Legacy.com, Inc. ^ (6)(16) High Tech Industries 3/20/2017 1,500 1,500 1,064 0.12
NearU Holdings LLC ^ (6)(16) Consumer Services 8/16/2022 25 2,470 1,140 0.12
NEFCO Holding Company LLC ^ (6) Construction & Building 8.00 % 8/5/2022 1 608 608 0.07
North Haven Goldfinch Topco, LLC ^ (6)(16) Containers, Packaging & Glass 6/18/2018 2,315 2,315 — —
Pascal Ultimate Holdings, L.P ^ (6)(16) Capital Equipment 7/21/2021 36 364 910 0.10
Picard Parent, Inc. ^ (6) High Tech Industries 12.00 % 9/30/2022 3 2,897 3,188 0.35
Profile Holdings I, LP ^ (6)(16) Chemicals, Plastics & Rubber 3/8/2022 5 523 492 0.05
Sinch AB (Sweden) ^ (6)(7)(16) High Tech Industries 3/26/2019 106 1,168 395 0.04
Summit K2 Midco, Inc. ^ (6)(16) Diversified Financial Services 4/27/2023 121 121 161 0.02
Tailwind HMT Holdings Corp. ^ (6)(16) Energy: Oil & Gas 11/17/2017 22 1,558 1,807 0.20
Talon MidCo 1 Limited ^ (6)(16) Software 8/17/2022 1,018 1,456 1,694 0.19
Tank Holding Corp. ^ (6)(16) Capital Equipment 3/26/2019 850 — 2,862 0.31
Titan DI Preferred Holdings, Inc. ^ (6) Energy: Oil & Gas 13.50 %
( 100 % PIK)
2/11/2020 10,534 10,414 10,534 1.15
Turbo Buyer, Inc. ^ (6)(16) Auto Aftermarket & Services 12/2/2019 1,925 933 2,501 0.27
U.S. Legal Support Investment Holdings, LLC ^ (6)(16) Business Services 11/30/2018 641 641 722 0.08
W50 Parent LLC ^ (6)(16) Business Services 1/10/2020 500 190 1,237 0.14
Zenith American Holding, Inc. ^ (6)(16) Business Services 12/13/2017 1,565 760 1,888 0.21
Equity Investments Total $ 85,929 $ 87,621 9.60 %
Total investments—non-controlled/non-affiliated $ 1,586,761 $ 1,539,120 168.61 %
123
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/affiliated Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt ( 2.6 % of fair value)
Direct Travel, Inc. ^* (2)(3)(11)(14) Leisure Products & Services SOFR 6.50 %, 2.00 % PIK
13.99 % 10/14/2016 10/1/2025 $ 44,408 $ 43,341 $ 44,407 4.87 %
Direct Travel, Inc. ^ (2)(3)(11)(14)(15) Leisure Products & Services SOFR 6.00 % 11.53 % 10/1/2020 10/1/2025 3,772 3,696 3,772 0.41
First Lien Debt Total $ 47,037 $ 48,179 5.28 %
Investments—non-controlled/affiliated Footnotes Industry All-In Rate Acquisition Date Shares/ Units Cost Fair
Value (5)
% of Net
Assets
Equity Investments ( 0.3 % of fair value)
Direct Travel, Inc. ^ (6)(14)(16) Leisure Products & Services 10/1/2020 43 $ — $ 5,203 0.57 %
Equity Investments Total 43 $ — $ 5,203 0.57 %
Total investments—non-controlled/affiliated $ 47,037 $ 53,382 5.85 %
Investments—controlled/affiliated
Footnotes Industry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Acquisition Date
Maturity Date
Par Amount/ LLC Interest
Cost
Fair Value (5)
% of Net
Assets
Investment Funds ( 13.5 % of fair value)
Middle Market Credit Fund II, LLC, Member's Interest ^ (7)(13) Investment Funds FIXED 14.22 % 14.22 % 11/3/2020 12/31/2030 $ 78,122 $ 78,096 $ 67,419 7.39 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7)(13) Investment Funds FIXED 11.40 % 11.40 % 2/29/2016 12/31/2027 193,000 193,001 181,960 19.93
Middle Market Credit Fund, Mezzanine Loan ^ (2)(7)(9)(13) Investment Funds SOFR 9.00 % 14.27 % 6/30/2016 5/21/2025 — — — —
Investment Funds Total $ 271,097 $ 249,379 27.32 %
Total investments—controlled/affiliated $ 271,097 $ 249,379 27.32 %
Total investments $ 1,904,895 $ 1,841,881 201.78 %
Derivative Instrument Counterparty Company Pays*** Company Receives Maturity Date Notional Amount Fair Value (5)
Change in Unrealized Appreciation / (Depreciation) Upfront Payments / Receipts
Interest Rate Swap Morgan Stanley Capital Services LLC SOFR + 3.139 %
8.20 % December 1, 2028 $ 85,000 $ 985 $ 985 $ —
^ Denotes that all or a portion of the assets are owned by Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” “CGBD” 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 8, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R 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, Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of the Company.
124
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
** Par amount is denominated in USD (“$”) unless otherwise noted, as denominated in Canadian Dollar (“C$”), Euro (“€”) or British Pound (“£”).
*** The interest rate paid by the Company for each interest period is calculated on the basis of a compounded average daily SOFR rate plus 3.139 %. The interest rate swap settles quarterly on each of March 1, June 1, September 1, and December 1. Refer to Note 7, Derivative Instruments, to these consolidated financial statements for further details.
(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, 2023, 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, 2023, 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 the Secured Overnight Financing Rate (“SOFR”), 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, 2023. As of December 31, 2023, the reference rates for variable rate loans were the 30-day SOFR at 5.35 %, the 90-day SOFR at 5.33 %, the 180-day SOFR at 5.16 %, the daily SONIA at 5.19 %, the 30-day EURIBOR at 3.85 %, the 90-day EURIBOR at 3.91 % and the 30-day CDOR at 5.45 %.
(3) Loan includes interest rate floor feature, which ranges from 0.50 % to 3.00 %.
(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 Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act (see Note 2, Significant Accounting Policies, and Note 3, Fair Value Measurements, to these consolidated financial statements), 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. As of December 31, 2023, the aggregate fair value of these securities is $ 92,824 , or 10.17 % 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, 2023.
(9) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.
(10) 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, which has been included in the spread of each applicable investment. 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.
(11) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(12) Loan is in forbearance as of December 31, 2023.
(13) Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Note 5, Middle Market Credit Fund, LLC and Note 6, Middle Market Credit Fund II, LLC, to these consolidated financial statements for more details. Transactions related to investments in controlled affiliates for the year ended December 31, 2023, were as follows:
Investments—controlled/affiliated Fair Value as of December 31, 2022 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2023 Dividend and Interest Income
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest $ 190,065 $ — $ — $ — $ ( 8,105 ) $ 181,960 $ 22,000
Middle Market Credit Fund, Mezzanine Loan — — — — — — —
Middle Market Credit Fund II, LLC, Member's Interest 72,957 — — — ( 5,538 ) 67,419 11,104
Total investments—controlled/affiliated $ 263,022 $ — $ — $ — $ ( 13,643 ) $ 249,379 $ 33,104
125
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
(14) 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 to the portfolio company during the year ended December 31, 2023 were as follows:
Investments—non-controlled/affiliated Fair Value as of December 31, 2022 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2023 Dividend and Interest Income
Direct Travel, Inc. $ 42,636 $ 1,329 $ — $ — $ 442 $ 44,407 $ 5,713
Direct Travel, Inc. 2,731 1,082 — — ( 41 ) 3,772 672
Direct Travel, Inc. (Equity) — — — — 5,203 5,203 —
Total investments—non-controlled/affiliated $ 45,367 $ 2,411 $ — $ — $ 5,604 $ 53,382 $ 6,385
(15) As of December 31, 2023, 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
ADPD Holdings, LLC Delayed Draw 1.00 % $ 2,878 $ ( 271 )
ADPD Holdings, LLC Revolver 0.50 621 ( 59 )
Advanced Web Technologies Holding Company Revolver 0.50 985 3
Allied Benefit Systems Intermediate LLC Delayed Draw 1.00 1,580 ( 24 )
Alpine Acquisition Corp II Revolver 0.50 1,379 ( 64 )
Apex Companies Holdings, LLC Delayed Draw 1.00 2,305 3
Applied Technical Services, LLC Revolver 0.50 22 —
Appriss Health, LLC Revolver 0.50 2,963 ( 22 )
Ascend Buyer, LLC Revolver 0.50 856 ( 22 )
Associations, Inc. Revolver 0.50 468 ( 2 )
Atlas AU Bidco Pty Ltd (Australia) Revolver 0.50 268 3
Avalara, Inc. Revolver 0.50 2,250 34
Bayside OPCP, LLC Revolver 0.50 1,974 —
BlueCat Networks, Inc. (Canada) Delayed Draw 1.00 195 ( 4 )
Bradyifs Holdings, LLC Delayed Draw 1.00 696 ( 14 )
Bradyifs Holdings, LLC Revolver 0.50 709 ( 14 )
CD&R Madison Parent Ltd (United Kingdom) Delayed Draw 1.50 £ 214 3
Celerion Buyer, Inc. Delayed Draw 2.00 499 5
Celerion Buyer, Inc. Revolver 0.50 249 2
Chartis Holding, LLC Revolver 0.50 100 —
Chemical Computing Group ULC (Canada) Revolver 0.50 29 —
CircusTrix Holdings, LLC Delayed Draw 1.00 1,613 4
CircusTrix Holdings, LLC Revolver 0.50 806 2
CoreWeave Compute Acquisition Co. II, LLC Delayed Draw 1.00 815 ( 14 )
126
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
Cority Software Inc. (Canada) Revolver 0.50 % $ 3,000 $ ( 10 )
Coupa Holdings, LLC Delayed Draw 1.00 771 15
Coupa Holdings, LLC Revolver 0.50 591 12
CPI Intermediate Holdings, Inc. Delayed Draw 1.00 927 ( 9 )
CST Holding Company Revolver 0.50 423 3
Denali Midco 2, LLC Delayed Draw 1.00 876 —
Diligent Corporation Revolver 0.50 22 —
Direct Travel, Inc. Delayed Draw 0.50 615 —
Dwyer Instruments, Inc. Revolver 0.50 1,178 —
Eliassen Group, LLC Delayed Draw 1.00 2,668 ( 34 )
Ellkay, LLC Revolver 0.50 1,786 ( 244 )
EPS Nass Parent, Inc. Revolver 0.50 10 —
Excel Fitness Holdings, Inc. Revolver 0.50 891 ( 13 )
Excelitas Technologies Corp. Delayed Draw 1.00 25 —
Excelitas Technologies Corp. Revolver 0.50 143 ( 2 )
FPG Intermediate Holdco, LLC Delayed Draw 1.00 3,973 ( 38 )
Greenhouse Software, Inc. Revolver 0.50 2,204 ( 16 )
Hadrian Acquisition Limited (United Kingdom) Delayed Draw 2.33 £ 1,842 ( 11 )
Harbour Benefit Holdings, Inc. Revolver 0.50 3,180 ( 24 )
Heartland Home Services, Inc. Revolver 0.50 619 ( 25 )
Hercules Borrower LLC Revolver 0.50 2,160 —
Hoosier Intermediate, LLC Revolver 0.50 2,400 ( 76 )
HS Spa Holdings Inc. Revolver 0.50 1,141 —
iCIMS, Inc. Delayed Draw — 5,432 —
iCIMS, Inc. Revolver 0.50 2,026 ( 5 )
IQN Holding Corp. Delayed Draw 1.00 395 1
IQN Holding Corp. Revolver 0.50 489 2
Kaseya, Inc. Delayed Draw 1.00 1,076 ( 2 )
Kaseya, Inc. Revolver 0.50 1,541 ( 2 )
Lifelong Learner Holdings, LLC Revolver 0.50 2 —
LVF Holdings, Inc. Revolver 0.38 2,919 ( 46 )
Material Holdings, LLC Revolver 1.00 460 ( 18 )
Medical Manufacturing Technologies, LLC Revolver 0.50 207 —
NEFCO Holding Company LLC Delayed Draw 1.00 3,018 7
NEFCO Holding Company LLC Revolver 0.50 403 1
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 ( 9 )
127
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount ** Fair Value
North Haven Fairway Buyer, LLC Revolver 0.50 % $ 1,154 $ 12
North Haven Stallone Buyer, LLC Delayed Draw 1.00 4,782 ( 89 )
Oak Purchaser, Inc. Delayed Draw 0.50 166 ( 5 )
Oak Purchaser, Inc. Revolver 0.50 584 ( 16 )
Oranje Holdco, Inc. Revolver 0.50 1,006 4
Pestco Intermediate, LLC Delayed Draw 2.00 1,387 ( 13 )
Pestco Intermediate, LLC Revolver 0.50 238 ( 2 )
PF Atlantic Holdco 2, LLC Revolver 0.50 2,759 ( 69 )
Prophix Software Inc. (Canada) Delayed Draw — 379 —
Prophix Software Inc. (Canada) Revolver 0.50 1,993 —
Pushpay USA Inc. Revolver 0.50 1,235 ( 7 )
PXO Holdings I Corp. Delayed Draw 1.00 885 ( 19 )
PXO Holdings I Corp. Revolver 0.50 1,315 ( 28 )
QNNECT, LLC Delayed Draw 1.00 1,325 23
Radwell Parent, LLC Revolver 0.38 1,116 4
RSC Acquisition, Inc. Revolver 0.50 462 ( 3 )
Sapphire Convention, Inc. Revolver 0.50 4,471 —
SCP Eye Care HoldCo, LLC Delayed Draw 1.00 14 —
SCP Eye Care HoldCo, LLC Revolver 0.50 6 —
Smarsh Inc. Delayed Draw 1.00 816 ( 9 )
Smarsh Inc. Revolver 0.50 408 ( 4 )
Spotless Brands, LLC Delayed Draw 1.00 15,000 136
Spotless Brands, LLC Revolver 0.50 859 —
Summit Acquisition, Inc. Delayed Draw 1.00 1,374 5
Summit Acquisition, Inc. Revolver 0.50 687 2
Tank Holding Corp. Revolver 0.38 1,214 ( 30 )
Trader Corporation (Canada) Revolver 0.50 C$ 906 12
Tufin Software North America, Inc. Delayed Draw — 132 ( 1 )
Tufin Software North America, Inc. Revolver 0.50 1,339 ( 13 )
Turbo Buyer, Inc. Delayed Draw 1.00 2,967 ( 39 )
Turbo Buyer, Inc. Revolver 0.50 1,217 ( 16 )
U.S. Legal Support, Inc. Delayed Draw 0.50 1,423 ( 19 )
U.S. Legal Support, Inc. Revolver 0.50 653 ( 9 )
Vensure Employee Services, Inc. Delayed Draw 1.00 4,389 ( 66 )
Wineshipping.com LLC Revolver 0.50 238 ( 16 )
Total unfunded commitments $ 134,409 $ ( 1,269 )
128
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
(16) Represents a non-income producing security as of December 31, 2023.
The type of investments as of December 31, 2023 consisted of the following:
Type Amortized Cost Fair Value % of Fair Value
First Lien Debt $ 1,356,212 $ 1,311,503 71.3 %
Second Lien Debt 191,657 188,175 10.2
Equity Investments 85,929 92,824 5.0
Investment Funds 271,097 249,379 13.5
Total $ 1,904,895 $ 1,841,881 100.0 %
The rate type of debt investments as of December 31, 2023 was as follows:
Rate Type Amortized Cost Fair Value % of Fair Value of First and Second Lien Debt
Floating Rate $ 1,529,992 $ 1,481,580 98.8 %
Fixed Rate 17,877 18,098 1.2
Total $ 1,547,869 $ 1,499,678 100.0 %
The industry composition of investments as of December 31, 2023 was as follows:
Industry Amortized Cost Fair Value % of Fair Value
Aerospace & Defense $ 110,041 $ 102,939 5.6 %
Auto Aftermarket & Services 75,867 74,333 4.0
Beverage & Food 63,382 60,198 3.3
Business Services 108,056 108,862 5.9
Capital Equipment 42,256 45,687 2.5
Chemicals, Plastics & Rubber 69,178 67,344 3.7
Construction & Building 25,825 26,014 1.4
Consumer Goods: Durable 5,373 5,552 0.3
Consumer Goods: Non-Durable 7,062 7,244 0.4
Consumer Services 82,904 80,668 4.4
Containers, Packaging & Glass 46,473 40,285 2.2
Diversified Financial Services 90,796 91,535 5.0
Energy: Oil & Gas 11,972 12,341 0.7
Environmental Industries 39,572 39,682 2.2
Healthcare & Pharmaceuticals 239,647 213,649 11.6
High Tech Industries 136,374 137,378 7.5
Investment Funds 271,097 249,379 13.4
Leisure Products & Services 130,116 131,916 7.2
129
CARLYLE SECURED LENDING, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2023
(amounts in thousands)
Industry Amortized Cost Fair Value % of Fair Value
Media: Advertising, Printing & Publishing $ 14,971 $ 15,145 0.8 %
Media: Diversified & Production 29,391 29,385 1.6
Retail 29,558 29,993 1.6
Software 166,536 168,106 9.1
Sovereign & Public Finance 78 79 0.0
Telecommunications 78,772 74,499 4.0
Transportation: Cargo 9,430 9,128 0.5
Utilities: Electric 920 902 0.0
Wholesale 19,248 19,638 1.1
Total $ 1,904,895 $ 1,841,881 100.0 %
The geographical composition of investments as of December 31, 2023 was as follows:
Geography Amortized Cost Fair Value % of Fair Value
Australia $ 5,023 $ 5,139 0.3 %
Canada 50,490 51,711 2.8
Luxembourg 41,755 40,095 2.2
Sweden 1,168 395 0.0
United Kingdom 75,844 73,713 4.0
United States 1,730,615 1,670,828 90.7
Total $ 1,904,895 $ 1,841,881 100.0 %
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
CARLYLE SECURED LENDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2024
(amounts in thousands, except share and per share data, unless otherwise indicated)
1. ORGANIZATION
Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “CGBD” 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 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 assembling a portfolio of secured debt investments in U.S. middle market companies. The Company's core investment strategy focuses on lending to U.S. middle market companies, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and 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 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 a minority of its assets invested in higher yielding investments (which may include unsecured debt, subordinated debt and investments in equities and structured products). 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.
The Company invests primarily in loans to middle market companies whose debt has been rated below investment grade, or would likely be rated below investment grade if it was rated. These securities, which are often referred to as “junk,” have predominately speculative characteristics with respect to the issuer’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, 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 the Company began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017. Effective April 12, 2022, the Company changed its name from “TCG BDC, Inc.” to “Carlyle Secured Lending, Inc.”
The Company is externally managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (the “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group Inc. and an investment adviser registered under the Investment Advisers Act of 1940, as amended. Carlyle Global Credit Administration L.L.C. (the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C. (“CIM”), a wholly owned subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global investment firm publicly traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.
On August 2, 2024, the Company entered into an Agreement and Plan of Merger (as amended the “Merger Agreement”) with Carlyle Secured Lending III, a Delaware statutory trust (“CSL III”), Blue Fox Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth therein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser to CSL III (“CSL III Advisor”), and the Investment Adviser (together with CSL III Advisor, the “Advisors”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into CSL III, with CSL III continuing as the surviving company and as a wholly owned subsidiary of the Company (the “Merger”) and (ii) immediately thereafter, CSL III will merge with and into the Company, with the Company continuing as the surviving company (together with the Merger, the “Mergers”). Consummation of the Mergers, which is expected to occur in the first fiscal quarter of 2025, is subject to certain
131
Table of Contents
closing conditions, including requisite approval of the Company’s stockholders and certain other customary closing conditions. Refer to Note 15, Merger with CSL III, to these consolidated financial statements for details of the proposed merger.
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.
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 (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 were secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. On July 2, 2024, the 2015-1 Issuer completed a refinancing of the 2015-1R Notes (the “2015-1R Refinancing”) by redeeming in full the 2015-1R Notes and issuing new notes and loans (the “2015-1N Debt” and together with the 2015-1R Notes, the “Securitizations"), which was inclusive of $ 30.0 million in Class C-R Notes retained by the Company as of December 31, 2024. The Class C-R Notes are eliminated in consolidation. Refer to Note 8, Borrowings, to these consolidated financial statements for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation.
On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, as amended from time to time, (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, to these consolidated financial statements for details.
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.
On February 10, 2025, the Company and CCLF entered into an amendment to the Credit Fund II limited liability company agreement (as so amended, the “Amended Credit Fund II LLCA”). Pursuant to the terms of the Amended Credit Fund II LLCA, Credit Fund II distributed $ 2.7 million to CCLF, and the Company contributed $ 140.0 million in cash to Credit Fund II. Such distributions and contributions were accounted for as a reduction in CCLF's membership interest based on the net asset value of Credit Fund II as of December 31, 2024. On February 11, 2025, the Company entered into a membership interest purchase agreement to purchase CCLF's remaining membership interest for cash at the net asset value thereof as of December 31, 2024, after which Credit Fund II became a wholly owned subsidiary of the Company and in connection therewith the CCLF board members resigned. See Note 6, Middle Market Credit Fund II, LLC, to these consolidated financial statements 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. In connection with entry into the Merger Agreement, the Carlyle affiliate has agreed to exchange the Preferred Stock pursuant to the Preferred Stock Exchange (as defined below). See Note 10, Net Assets and Note 15, Merger with CSL III, to these consolidated financial statements for further information about the Preferred Stock and the Preferred Stock Exchange, respectively.
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
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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 SPV 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.
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. These adjustments are of a normal, recurring nature.
Certain prior period disclosures within the Consolidated Schedule of Investments have been amended to conform to the current period presentation.
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 at the time of exit 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, Fair Value Measurements, to these consolidated financial statements for further information about fair value measurements.
Derivative Instruments
The Company follows the guidance in Topic 815, Derivatives and Hedging (“ASC 815”), when accounting for derivative instruments. The Company recognizes all derivative instruments at fair value as either assets or liabilities in its consolidated financial statements. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process.
The Company uses forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying securities the Company owns or intends to acquire but establishes a rate of exchange in advance. Until the contracts are closed, fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as net change in unrealized gains (losses) on forward currency contracts within the
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Consolidated Statements of Operations. When the contracts are closed, realized gains (losses) are recorded as realized gains (losses) on forward currency contracts within the Consolidated Statements of Operations. The forward currency contracts are recorded at fair value on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. The change in fair value of the forward currency contracts is reflected as net unrealized (gain) loss on forward currency contracts within the Consolidated Statements of Cash Flows. Refer to Note 7, Derivative Instruments, to these consolidated financial statements for further information.
The Company uses interest rate swaps to hedge some of the Company's fixed rate debt. The Company designated the interest rate swaps as the hedging instrument in an effective hedge accounting relationship and therefore the periodic payments and receipts are recognized as components of interest expense and credit facility fees within the accompanying Consolidated Statements of Operations. Depending on the nature of the balance at the end of the period, the fair value of the interest rate swap is either an asset and included in derivative assets, at fair value on the accompanying Consolidated Statements of Assets and Liabilities or a liability and included in derivative liabilities, at fair value on accompanying Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. The change in fair value of the interest rate swap is reflected as net unrealized gain (loss) on derivative instruments within the Consolidated Statements of Cash Flows.
Any amounts held by the Company in a separate account to cover collateral obligations to the counterparty under the terms of the interest rate swap agreement are included in cash, cash equivalents, and restricted cash on the accompanying Consolidated Statements of Assets and Liabilities. Any amounts paid to and held by the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in prepaid expenses and other assets on the accompanying Consolidated Statements of Assets and Liabilities. Any amounts paid from the counterparty due to market value fluctuations to cover collateral under the terms of the interest rate swap agreement are included in other accrued expenses and liabilities on accompanying Consolidated Statements of Assets and Liabilities.
For the year ended December 31, 2024, the Company reclassified the fair value related to interest rate swaps from prepaid expenses and other assets to derivative assets, at fair value on the accompanying Consolidated Statements of Assets and Liabilities. This reclassification, which relates to amounts previously reported as of December 31, 2023, was made to align with financial statement presentation in the current period and had no impact on total assets, net income, or cash flows.
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 one large financial institution and cash held in such financial institution may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of December 31, 2024 and 2023, the Company held restricted cash balances of $ 26,904 and $ 37,891 , respectively. Restricted cash balances represent amounts that are collected and held by trustees appointed by the Company for payment of interest expense and principal on the outstanding borrowings and reinvestment into new assets. Restricted cash balances also include amounts held by the Company in a separate account to cover collateral obligations under the terms of any interest rate swap agreements. The amounts are held by the trustees as custodians of the assets securing certain of the Company’s financing transactions. As of December 31, 2024, the Company held $ 6 of restricted cash denominated in a foreign currency. There were no restricted cash balances denominated in a foreign currency as of December 31, 2023. As of December 31, 2024 and 2023, the cost of foreign currencies was $ 2,710 and $ 659 , respectively. As of December 31, 2024 and 2023, the fair value of foreign currencies was $ 2,716 and $ 659 , respectively.
Revenue Recognition
Interest from 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.
The Company may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK income 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. As of December 31, 2024 and 2023, the fair value of the loans in the portfolio with PIK provisions was $ 235,895 and $ 337,061 , respectively, which represents approximately 13.1 % and 18.3 %,
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respectively, of total investments at fair value. For the years ended December 31, 2024, 2023, and 2022, the Company earned $ 21,425 , $ 20,491 and $ 23,067 , in PIK income, respectively.
Prior to 2023, the Company separately presented interest receivable and dividend receivable on the accompanying Consolidated Statements of Cash Flows. Beginning in 2023, the amounts are presented collectively on the Consolidated Statements of Cash Flows. Prior periods have been conformed to the current presentation.
Dividend Income
Dividend income from the investment funds, Credit Fund and Credit Fund II, and other investments funds, if any, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment funds and are expected to be collected.
Other Income
Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the years ended December 31, 2024, 2023, and 2022, the Company earned $ 4,679 , $ 5,003 and $ 7,583 , respectively, in other income, primarily from amendment fees, prepayment fees and undrawn commitment fees.
Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 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 current or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in management’s judgment, are likely to remain current. Management may determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2024 and 2023, the fair value of investments on non-accrual status was $ 10,393 and $ 38,061 , respectively. The remaining income producing investments were performing and current on their interest payments as of December 31, 2024 and 2023 and for the periods then ended.
Credit Facility, Senior Notes, and Debt Securitization – Related Costs, Expenses and Deferred Financing Costs
The Company entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). Interest expense and unused commitment fees on the Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest expense and credit facility fees in the accompanying Consolidated Statements of Operations.
On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The $ 400 million 2015-1 Notes offered in the 2015-1 Debt Securitization were issued by the 2015-1 Issuer. The 2015-1 Notes were subsequently refinanced on August 30, 2018 in the 2015-1 Debt Securitization Refinancing by redeeming in full the previously issued securitized notes and issuing $ 449 million in 2015-1R Notes. The 2015-1R Notes were further refinanced on July 2, 2024 in the 2015-1R Refinancing by redeeming in full the 2015-1R Notes and issuing $ 410 million in 2015-1N Debt, including $ 30 million in Class C-R Notes retained by the Company.
On December 30, 2019, the Company closed a private offering of $ 115.0 million in aggregate principal amount of 4.75 % 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 4.50 % senior unsecured notes due December 31, 2024 (the “2020 Notes,” and together with the 2019 Notes, the “2024 Notes”). The 2024 Notes were fully repaid as of December 31, 2024.
On November 20, 2023, the Company completed a public offering of $ 85.0 million aggregate principal of its 8.20 % senior unsecured notes due December 1, 2028 (the “2028 Notes”), pursuant to an indenture dated November 20, 2023 as supplemented by a first supplemental indenture thereto, dated November 20, 2023 (together, the “2028 Notes Indenture”). The Company may redeem the 2028 Notes in whole or in part at our option on or after December 1, 2025. The 2028 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
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On October 18, 2024, the Company completed a public offering of $ 300.0 million aggregate principal of its 6.75 % senior unsecured notes due February 18, 2030 (the “2030 Notes” and together with the 2024 Notes and 2028 Notes, the “Senior Notes) pursuant to an indenture, dated November 20, 2023, as supplemented by a second supplemental indenture thereto, dated October 18, 2024 (together, the “2030 Notes Indenture”). The 2030 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on January 18, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption, or (2) 100 % of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon. The 2030 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Credit Facility, the 2015-1R Notes, the 2015-1N Debt, 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 Credit Facility. Amortization of deferred financing costs for the Credit Facility is computed on the straight-line basis over its term. The unamortized balance of such costs is included in prepaid expenses and other assets in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense and 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 2015-1N Debt 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 and credit facility fees 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. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the years ended December 31, 2024, 2023, and 2022, the Company incurred $ 2,739 , $ 2,435 and $ 1,829 , respectively, in excise tax expense.
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.
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, if any, is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.
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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 common 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 Currency
The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statements of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statements of Operations.
Earnings Per Common Share
The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations attributable to common stock by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of all dilutive securities.
Segment Reporting
In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.
Recent Accounting Standards Updates
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-07 effective December 31,2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. Refer to Note 12, Segment Reporting, to these consolidated financial statements for further information.
In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expense for public entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance.
In November 2024, the FASB issued ASU 2024-04, which amends ASC 470-20 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments are effective for fiscal years and interim periods within fiscal years beginning after December 15, 2025. The Company does not expect this guidance to have a material impact on its consolidated financial statements.
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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. Effective September 8, 2022, the Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, determines in good faith the fair value of the Company’s investment portfolio for which market quotations are not readily available. The Investment Adviser 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 Investment Adviser 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 Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Investment Adviser 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, 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 personnel of the Investment Adviser; (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, prior to September 8, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) reviewed the assessments of the Investment Adviser and the third-party valuation firm; and (v) if applicable, prior to September 8, 2022, the Board of Directors discussed the valuation recommendations of the Audit Committee and determined the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
• the nature and realizable value of any collateral;
• call features, put features and other relevant terms of debt;
• the portfolio company’s leverage and ability to make payments;
• the portfolio company’s public or private credit rating;
• the portfolio company’s actual and expected earnings and discounted cash flow;
• prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
• the markets in which the portfolio company does business and recent economic and/or market events; and
• comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance 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.
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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 audited consolidated financial statements as of December 31, 2024 and 2023.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
• Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. Financial instruments in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The Investment Adviser does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
• Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. Financial instruments in this category generally include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
• Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments in this category generally include investments in privately-held entities, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Investment Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Investments in Credit Fund and Credit Fund II are valued based on the legal form of investment. For those structured through LLC membership 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, 2024 and 2023, 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, 2024 and 2023:
December 31, 2024
Level 1 Level 2 Level 3 Total
Assets
First Lien Debt $ — $ — $ 1,323,697 $ 1,323,697
Second Lien Debt — — 116,467 116,467
Equity Investments — — 116,746 116,746
Mezzanine Loan — — — —
Subordinated Loan and Member's Interest — — 182,636 182,636
Total $ — $ — $ 1,739,546 $ 1,739,546
Investments measured at net asset value (1)
$ 63,997
Total Investments $ 1,803,543
Derivative assets (2)
— 1,863 — 1,863
Liabilities
Derivative liabilities (2)
— ( 6,875 ) — ( 6,875 )
Total $ 1,798,531
December 31, 2023
Level 1 Level 2 Level 3 Total
Assets
First Lien Debt $ — $ — $ 1,311,503 $ 1,311,503
Second Lien Debt — — 188,175 188,175
Equity Investments — — 92,824 92,824
Mezzanine Loan — — — —
Subordinated Loan and Member's Interest — — 181,960 181,960
Total $ — $ — $ 1,774,462 $ 1,774,462
Investments measured at net asset value (1)
$ 67,419
Total Investments $ 1,841,881
Derivative assets (2)
— 985 — 985
Total $ 1,842,866
(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.
(2) As of December 31, 2024 and 2023, derivative assets and liabilities include interest rate swaps and forward currency contracts.
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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, 2024
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 $ 1,311,503 $ 188,175 $ 92,824 $ — $ 181,960 $ 1,774,462
Purchases 460,654 9,686 30,658 — — 500,998
Sales ( 87,772 ) ( 22,530 ) ( 15,997 ) — — ( 126,299 )
Paydowns ( 349,640 ) ( 51,690 ) ( 2,738 ) — — ( 404,068 )
Accretion of discount 9,472 1,237 294 — — 11,003
Net realized gains (losses) ( 45,991 ) ( 2,459 ) 10,133 — — ( 38,317 )
Net change in unrealized appreciation (depreciation) 25,471 ( 5,952 ) 1,572 — 676 21,767
Balance, end of year $ 1,323,697 $ 116,467 $ 116,746 $ — $ 182,636 $ 1,739,546
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations $ ( 674 ) $ ( 7,877 ) $ 6,342 $ — $ 676 $ ( 1,533 )
Financial Assets
For the year ended December 31, 2023
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 $ 1,359,962 $ 262,703 $ 94,190 $ — $ 190,065 $ 1,906,920
Purchases 218,836 5,133 7,507 — — 231,476
Sales ( 95,298 ) ( 11,704 ) ( 2,105 ) — — ( 109,107 )
Paydowns ( 167,357 ) ( 74,493 ) ( 12,796 ) — — ( 254,646 )
Accretion of discount 6,422 1,548 465 — — 8,435
Net realized gains (losses) ( 22,734 ) ( 93 ) 1,589 — — ( 21,238 )
Net change in unrealized appreciation (depreciation) 11,672 5,081 3,974 — ( 8,105 ) 12,622
Balance, end of year $ 1,311,503 $ 188,175 $ 92,824 $ — $ 181,960 $ 1,774,462
Net change in unrealized appreciation (depreciation) relating to Level 3 investments still held at the reporting date and included within the Consolidated Statements of Operations $ 185 $ 2,727 $ 5,320 $ — $ ( 8,105 ) $ 127
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 Investment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value the Company’s 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 the expected recovery rate of principal and interest. Investments in Credit Fund’s subordinated loan and member’s interest are valued using discounted cash flow analysis with the expected discount rate, default rate and recovery rate of principal and interest.
The following tables summarize the quantitative information related to the significant unobservable inputs for Level 3 instruments which are carried at fair value as of December 31, 2024 and 2023:
Fair Value as of Valuation Techniques Significant Unobservable Inputs Range Weighted Average
December 31, 2024 Low High
Investments in First Lien Debt $ 1,115,889 Discounted Cash Flow Discount Rate 7.22 % 21.50 % 10.96 %
95,408 Consensus Pricing Indicative Quotes 87.15 % 100.00 % 98.75 %
112,400 Income Approach Discount Rate 10.28 % 14.61 % 11.34 %
Market Approach Comparable Multiple 8.75 x 13.94 x 10.64 x
Total First Lien Debt 1,323,697
Investments in Second Lien Debt 63,288 Discounted Cash Flow Discount Rate 10.40 % 17.03 % 13.08 %
46,396 Consensus Pricing Indicative Quotes 88.33 % 99.75 % 96.92 %
6,783 Income Approach Discount Rate 10.28 % 14.33 % 10.94 %
Total Second Lien Debt 116,467
Investments in Equity 67,963 Income Approach Discount Rate 9.75 % 14.61 % 12.51 %
48,783 Market Approach Comparable Multiple 6.25 x 17.09 x 11.37 x
Total Equity Investments 116,746
Investments in Investment Funds
Subordinated Loan and Member's Interest 182,636 Discounted Cash Flow Discount Rate 8.75 % 8.75 % 8.75 %
Discounted Cash Flow Default Rate 2.00 % 2.00 % 2.00 %
Discounted Cash Flow Recovery Rate 60.00 % 60.00 % 60.00 %
Total Investments in Investment Funds 182,636
Total Level 3 Investments $ 1,739,546
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Fair Value as of Valuation Techniques Significant
Unobservable
Inputs Range Weighted Average
December 31, 2023 Low High
Investments in First Lien Debt $ 1,040,756 Discounted Cash Flow Discount Rate 8.79 % 18.80 % 11.83 %
70,040 Consensus Pricing Indicative Quotes 88.25 % 100.00 % 96.99 %
200,707 Income Approach Discount Rate 10.73 % 14.10 % 11.69 %
Market Approach Comparable Multiple 8.42 x 12.34 x 10.05 x
Total First Lien Debt 1,311,503
Investments in Second Lien Debt 167,006 Discounted Cash Flow Discount Rate 10.05 % 18.29 % 13.48 %
18,098 Consensus Pricing Indicative Quotes 100.00 % 100.00 % 100.00 %
3,071 Income Approach Discount Rate 10.87 % 10.87 % 10.87 %
Total Second Lien Debt 188,175
Investments in Equity 92,824 Income Approach Discount Rate 11.65 % 14.47 % 13.26 %
Market Approach Comparable Multiple 6.25 x 18.00 x 10.05 x
Total Equity Investments 92,824
Investments in Investment Funds
Subordinated Loan and Member's Interest 181,960 Discounted Cash Flow Discount Rate 9.75 % 9.75 % 9.75 %
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 Investment Funds 181,960
Total Level 3 Investments $ 1,774,462
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. 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 indicative quotes or comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.
The significant unobservable input used in the fair value measurement of the Company’s investment in the mezzanine loan of Credit Fund is the recovery rate of principal and interest. A significant decrease in the recovery rate would result in a significantly lower fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s investments in the subordinated loan and member’s interest of Credit Fund are the discount rate, default rate and recovery rate. Significant increases in the discount rate or default rate in isolation would result in a significantly lower fair value measurement. A significant decrease in the recovery rate in isolation would result in a significantly lower fair value measurement.
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Financial instruments disclosed but not carried at fair value
The following table presents the principal amount and fair value of the Credit Facility, Senior Notes, and the Securitizations as of December 31, 2024 and 2023:
December 31, 2024 December 31, 2023
Principal Amount Fair Value Principal Amount Fair Value
Secured borrowings $ 213,439 $ 213,439 $ 260,356 $ 260,356
2024 Notes — — 190,000 175,677
2028 Notes 85,000 84,836 85,000 85,985
2030 Notes 300,000 306,864 — —
2015-1R Aaa/AAA Class A-1-1-R Notes — — 234,800 234,636
2015-1R Aaa/AAA Class A-1-2-R Notes — — 50,000 49,870
2015-1R Aaa/AAA Class A-1-3-R Notes — — 25,000 24,530
2015-1R AA Class A-2-R Notes — — 66,000 66,066
2015-1R A Class B Notes — — 46,400 46,511
2015-1R BBB- Class C Notes — — 27,000 26,676
2015-1N Aaa/AAA Class A-1-1-A Notes 240,000 240,273 — —
2015-1N Aaa/AAA Class A-L Loans 50,000 50,057 — —
2015-1N Aaa/AAA Class A-1-2-B Notes 20,000 20,019 — —
2015-1N AA Class A-2-RR Notes 30,000 30,059 — —
2015-1N A Class B-R Notes 40,000 40,147 — —
Total $ 978,439 $ 985,694 $ 984,556 $ 970,307
The carrying values of the secured borrowings generally approximate their respective fair values due to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy.
The carrying values of the 2024 Notes, 2028 Notes, and 2030 Notes approximate their respective fair values. The 2024 Notes are categorized as Level 3 within the hierarchy and are valued generally using discounted cash flow analysis. The significant unobservable inputs used in the fair value measurement of the Company’s 2024 Notes are discount rates. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The carrying value of the 2028 Notes and 2030 Notes approximates their fair value due to their inclusion of the fair value of the interest rate swap, as further discussed in Note 7, Derivative Instruments, to these consolidated financial statements. The 2028 Notes and 2030 are categorized as Level 3 within the hierarchy.
The carrying value of the Securitizations approximates their fair value. The Securitizations are categorized as Level 3 within the hierarchy and are valued generally using market quotation(s) received from broker/dealer(s), which are significant unobservable inputs.
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 2, 2024, the Company’s Board of Directors, including a majority of the
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Independent Directors, approved at an in-person meeting the continuance of the Company’s Investment Advisory Agreement with the Adviser for an additional one year term. 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 is calculated at an annual rate of 1.50 % of the average value of the Company’s gross assets at the end of the two most recently completed fiscal quarters; provided, however, the base management fee is calculated at an annual rate of 1.00 % of the Company’s 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. “Gross assets” is determined on a consolidated basis in accordance with U.S. GAAP, includes assets acquired through the incurrence of debt (see Note 8, Borrowings, to these consolidated financial statements), and excludes cash and any temporary investments in cash equivalents. For purposes of this calculation, cash and cash equivalents includes U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment. The base management fee is payable quarterly in arrears, will be appropriately adjusted for any share issuances or repurchases during such the applicable fiscal quarters, and will be appropriately pro-rated for any partial month or quarter.
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 ( 6.00 % annualized) or a “catch-up rate” of 1.82 % per quarter ( 7.28 % annualized), as applicable.
Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
• no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50 %;
• 100 % of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82 % in any calendar quarter ( 7.28 % annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82 %) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5 % of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82 % in any calendar quarter; and
• 17.5 % of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82 % in any calendar quarter ( 7.28 % annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5 % of all pre-incentive fee net investment income thereafter is allocated to the Investment Adviser.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 17.5 % of realized capital gains, if any, on a cumulative basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that, the incentive fee determined at the end of the first calendar year of operations may be calculated for a period
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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, 2024, 2023, and 2022.
For the years ended December 31,
2024 2023 2022
Base management fees $ 26,908 $ 28,515 $ 28,803
Incentive fees 21,647 22,622 21,414
Total base management fees and incentive fees $ 48,555 $ 51,137 $ 50,217
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. For the years ended December 31, 2024, 2023, and 2022, there were no accrued or realized capital gains incentive fees.
As of December 31, 2024 and 2023, $ 11,908 and $ 13,067 , 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 (the “Administration Agreement”) between the Company and the Administrator. Unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. 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. On May 2, 2024, 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.
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 and Chief Compliance Officer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s internal control assessment under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). Reimbursement under the Administration Agreement occurs quarterly in arrears.
For the years ended December 31, 2024, 2023, and 2022, the Company incurred $ 1,589 , $ 1,280 and $ 1,636 , respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of December 31, 2024 and 2023, $ 885 and $ 2,991 , 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.
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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 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 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 2, 2024, 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, 2024, 2023, and 2022, the Company incurred $ 682 , $ 669 and $ 807 , respectively, in fees under State Street Sub-Administration Agreement. These fees are included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of December 31, 2024 and 2023, $ 223 and $ 222 , 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 the Investment 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, four of whom are Independent Directors. The Board of Directors has established an Audit Committee, a Pricing Committee, a Nominating and Governance Committee, a Compensation Committee and a special committee in connection with the Mergers, the members of each of which consist of Independent Directors. The Board of Directors may establish additional committees in the future. For the years ended December 31, 2024, 2023, and 2022, the Company incurred $ 601 , $ 444 and $ 640 , respectively, in fees and expenses associated with its Directors' services on the Company's Board of Directors and its committees. These fees are included in directors’ fees and expenses in the accompanying Consolidated Statements of Operations. As of December 31, 2024 and 2023, no fees or expenses associated with its Directors were payable.
Transactions with Investment Funds
At times, the Company will engage in purchase and sale transactions with Credit Fund, as detailed below. See Note 5, Middle Market Credit Fund, LLC, to these consolidated financial statements for further information about Credit Fund.
For the years ended December 31,
2024 2023 2022
Number of investments sold 5 3 8
Proceeds from investments $ 50,449 $ 18,237 $ 113,509
Realized gain (loss) from investments $ ( 42 ) $ ( 94 ) $ ( 439 )
At times, the Company will engage in purchase and sale transactions with Credit Fund II, as detailed below. See Note 6, Middle Market Credit Fund II, LLC, to these consolidated financial statements for further information about Credit Fund II.
For the years ended December 31,
2024 2023 2022
Number of investments purchased — 1 —
Cost of investments purchased $ — $ 6,581 $ —
Number of investments sold 3 11 10
Proceeds from investments $ 13,217 $ 51,231 $ 68,167
Realized gain (loss) from investments $ 28 $ ( 66 ) $ ( 840 )
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Cumulative Convertible Preferred Stock
On May 5, 2020, the Company issued and sold 2,000,000 shares of the 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. In connection with entry into the Merger Agreement, the Carlyle affiliate has agreed to exchange the Preferred Stock pursuant to the Preferred Stock Exchange (as defined below). For years ended December 31, 2024, 2023, and 2022, the Company declared and paid dividends on the Preferred Stock of $ 3,500 , respectively. See Note 10, Net Assets, and Note 15, Merger with CSL III, to these consolidated financial statements for further information about the Preferred Stock and Preferred Stock Exchange.
Transactions with Carlyle
On November 13, 2023, the Company paid an affiliate of Carlyle a fee for underwriting services rendered in connection with the issuance of the 2028 Notes in the amount of 3.15 % of the $ 6.4 million in aggregate principal of the notes underwritten by the affiliate. On October 18, 2024, the Company paid an affiliate of Carlyle a fee for underwriting services rendered in connection with the issuance of the 2030 Notes in the amount of 1.00 % of the $ 9.0 million in aggregate principal of the notes underwritten by the affiliate. See Note 8, Borrowings, to these consolidated financial statements for further information about the 2028 Notes and the 2030 Notes.
Merger Agreement
On August 2, 2024 and as amended on January 3, 2025, the Company entered into the Merger Agreement with CSL III, Merger Sub, and, solely for the limited purposes set forth therein, the Advisors. Under the Merger Agreement, and subject to its terms and conditions, (i) Merger Sub will merge with and into CSL III, with CSL III continuing as the surviving company and as a wholly owned subsidiary of the Company and (ii) immediately thereafter, CSL III will merge with and into the Company, with the Company continuing as the surviving company. See Note 15, Merger with CSL III, to these consolidated financial statements for further information regarding the Merger Agreement and the Mergers.
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 most recently amended and restated on April 20, 2023 (as amended, the “Limited Liability Company Agreement”) to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in the Company’s consolidated financial statements. Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six -member board of managers, on which the Company and Credit Partners each have equal representation. Establishing a quorum for Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of the Company’s representatives and two of Credit Partners’ representatives. The Company and Credit Partners each have 50 % economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $ 250,000 each. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by the Company. By virtue of its membership interest, the Company and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.
Together with Credit Partners, the Company co-invests through Credit Fund. Investment opportunities for Credit Fund are sourced primarily by the Company and its affiliates. Portfolio and investment decisions with respect to Credit Fund must be unanimously approved by a quorum of Credit Fund’s investment committee consisting of an equal number of representatives of the Company and Credit Partners. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act). Middle Market Credit Fund SPV, LLC (the “Credit Fund Sub”) and MMCF Warehouse II, LLC (the “Credit Fund Warehouse II”) , each a Delaware limited liability company, was formed on April 5, 2016 and August 16, 2019, respectively. Credit Fund Sub 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. Credit Fund Sub primarily invests 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 discussions regarding the credit facility 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
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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, 2024 and 2023, the Company and Credit Partners each made capital contributions of $ 1 in members’ equity and $ 216,000 in subordinated loans to Credit Fund. On May 25, 2021, the Company and Credit Partners each received an aggregate return of capital on the subordinated loans of $ 23,000 . Below is certain summarized consolidated financial information for Credit Fund as of December 31, 2024 and 2023.
As of December 31,
2024 2023
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $ 541,053 and $ 794,899 , respectively)
$ 529,909 $ 761,112
Cash, cash equivalents and restricted cash (1)
48,046 36,177
Other assets 22,932 7,812
Total assets $ 600,887 $ 805,101
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings $ 189,221 $ 447,221
Other liabilities 71,301 31,617
Subordinated loans and members’ equity (2)
340,365 326,263
Total liabilities and members’ equity $ 600,887 $ 805,101
(1) As of December 31, 2024 and 2023, $ 10,428 and $ 14,106 , respectively, of Credit Fund’s cash and cash equivalents was restricted.
(2) As of December 31, 2024 and 2023, the fair value of the Company's ownership interest in the subordinated loans and members' equity was $ 182,636 and $ 181,960 , respectively.
For the years ended December 31,
2024 2023 2022
Selected Consolidated Statements of Operations Information:
Total investment income $ 72,407 $ 90,448 $ 69,779
Expenses
Interest and credit facility expenses 29,654 41,457 25,195
Other expenses 1,676 1,939 2,050
Total expenses 31,330 43,396 27,245
Net investment income (loss) 41,077 47,052 42,534
Net realized gain (loss) on investments ( 5,618 ) ( 25,619 ) ( 269 )
Net change in unrealized appreciation (depreciation) on investments 22,643 16,960 ( 37,614 )
Net increase (decrease) resulting from operations $ 58,102 $ 38,393 $ 4,651
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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, 2024 and 2023:
As of December 31,
2024 2023
Senior secured loans (1)
$ 547,672 $ 803,541
Number of portfolio companies in Credit Fund 33 38
Average amount per portfolio company (1)
$ 16,596 $ 21,146
Number of loans on non-accrual status 2 3
Fair value of loans on non-accrual status $ 4,787 $ 13,263
Percentage of loans at floating interest rates (2)(3)
100.0 % 100.0 %
Fair value of loans with PIK provisions $ 39,712 $ 36,481
Percentage of portfolio with PIK provisions (3)
7.5 % 4.8 %
(1) At par/principal amount.
(2) Floating rate debt investments are generally subject to interest rate floors.
(3) Percentages based on fair value.
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Consolidated Schedule of Investments as of December 31, 2024
Investments (1)
Footnotes
Industry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt ( 99.9 % of fair value)
Accession Risk Management Group, Inc. + (2)(3) Diversified Financial Services SOFR 4.75 % 9.28 % 11/1/2029 $ 21,673 $ 21,673 $ 21,882
ACR Group Borrower, LLC ^+ (2)(3)(9) Aerospace & Defense SOFR 4.25 % 8.58 % 3/31/2028 33,437 33,124 33,045
Allied Benefit Systems Intermediate LLC + (2)(3) Healthcare & Pharmaceuticals SOFR 5.25 % 9.63 % 10/31/2030 8,574 8,461 8,660
Alpine Acquisition Corp II + (2)(3)(6) Transportation: Cargo SOFR 2.00 %,
8.55 % PIK
10.55 % 11/30/2029 9,804 9,558 7,870
API Technologies Corp. + (2)(6) Aerospace & Defense SOFR 1.00 %,
6.00 % PIK
11.33 % 5/9/2027 15,678 14,432 12,276
API Technologies Corp. ^ (2)(3)(6) Aerospace & Defense SOFR 1.00 %,
6.00 % PIK
11.33 % 5/9/2027 1,385 936 1,385
BMS Holdings III Corp. + (2)(3)(6) Construction & Building SOFR 5.50 % 9.83 % 9/30/2026 10,905 10,864 10,523
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6)(9) Software SOFR 4.50 % 8.96 % 8/30/2025 11,345 11,320 11,345
Divisions Holding Corporation + (2)(3)(6) Business Services SOFR 4.75 % 9.11 % 5/27/2028 12,942 12,870 12,940
DTI Holdco, Inc. + (2)(3) High Tech Industries SOFR 4.75 % 9.11 % 4/26/2029 29,325 28,922 29,490
Dwyer Instruments, Inc. + (2)(3)(6) Capital Equipment SOFR 4.75 % 9.14 % 7/21/2029 3,593 3,566 3,593
Eliassen Group, LLC + (2)(3) Business Services SOFR 5.75 % 10.10 % 4/14/2028 18,987 18,835 18,680
Heartland Home Services, Inc. + (2)(3)(6)(9) Consumer Services SOFR 6.00 % 10.33 % 12/15/2026 23,963 23,921 22,845
Heartland Home Services, Inc. + (2)(3)(6) Consumer Services SOFR 5.75 % 10.08 % 12/15/2026 7,096 7,051 6,742
HMT Holding Inc. ^+ (2)(3)(6)(9) Energy: Oil & Gas SOFR 6.50 % 11.01 % 11/17/2025 33,416 33,372 33,190
KAMC Holdings, Inc. + (2)(6) Energy: Electricity SOFR 4.00 % 8.51 % 8/14/2026 13,265 13,247 13,066
KBP Investments, LLC + (2)(3)(6) Beverage & Food SOFR 5.50 % 9.94 % 5/25/2027 37,208 37,100 36,788
LVF Holdings, Inc. + (2)(3)(6) Beverage & Food SOFR 5.50 % 9.83 % 6/10/2027 9,898 9,791 9,898
NEFCO Holding Company LLC + (2)(3) Construction & Building SOFR 5.75 % 10.31 % 8/5/2028 10,830 10,722 10,806
North Haven Fairway Buyer, LLC + (2)(3) Consumer Services SOFR 6.50 % 10.90 % 5/17/2028 6,632 6,513 6,632
Output Services Group, Inc. ^ (2)(3)(6)(7) Media: Advertising, Printing & Publishing SOFR 6.25 % 10.54 % 11/30/2028 4,160 2,910 3,262
PF Atlantic Holdco 2, LLC + (2)(3)(6) Leisure Products & Services SOFR 5.50 % 10.04 % 11/12/2027 15,085 14,940 15,085
Pushpay USA Inc. + (2) Diversified Financial Services SOFR 4.50 % 8.83 % 8/16/2031 15,650 15,498 15,650
QBS Parent, Inc. + (2)(3) Energy: Oil & Gas SOFR 4.75 % 9.27 % 11/7/2031 9,569 9,522 9,521
Radiology Partners, Inc. + (2)(6) Healthcare & Pharmaceuticals SOFR 3.50 %,
1.50 % PIK
9.51 % 1/31/2029 18,450 18,435 18,181
Ranpak B.V. (Netherlands) + (2) Containers, Packaging & Glass SOFR 4.50 % 8.79 % 12/19/2031 7,805 7,727 7,727
Ranpak Corp. + (2) Containers, Packaging & Glass SOFR 4.50 % 8.79 % 12/19/2031 12,195 12,073 12,073
Striper Buyer, LLC + (2)(3) Containers, Packaging & Glass SOFR 5.50 % 9.86 % 12/30/2026 14,400 14,343 13,811
Spotless Brands, LLC + (2)(3) Consumer Services SOFR 5.50 % 10.06 % 7/25/2028 10,864 10,756 10,809
Tank Holding Corp. + (2)(3)(6) Capital Equipment SOFR 5.75 % 10.00 % 3/31/2028 19,549 19,189 19,549
Turbo Buyer, Inc. + (2)(3)(9) Auto Aftermarket & Services SOFR 6.00 % 10.47 % 12/2/2025 34,015 33,944 31,728
U.S. TelePacific Holdings Corp. ^ (2)(3)(6)(7) Telecommunications SOFR 1.00 %,
6.00 % PIK
11.29 % 5/2/2026 4,014 2,993 1,525
VRC Companies, LLC ^+ (2)(3)(6)(9) Business Services SOFR 5.50 % 10.35 % 6/29/2027 23,260 23,087 23,250
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Consolidated Schedule of Investments as of December 31, 2024
Investments (1)
Footnotes
Industry
Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date
Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Yellowstone Buyer Acquisition, LLC + (2)(3)(6) Consumer Goods: Durable SOFR 5.75 % 10.48 % 9/13/2027 $ 38,700 $ 38,299 $ 35,768
First Lien Debt Total $ 539,994 $ 529,595
Equity Investments ( 0.1 % of fair value)
48forty Intermediate Holdings, Inc. ^ (8) Transportation: Cargo $ 1 $ — $ —
EvolveIP, LLC ^ (8) Telecommunications 311 1,059 314
Output Services Group, Inc. ^ (8) Media: Advertising, Printing & Publishing 205 — —
Equity Investments Total $ 1,059 $ 314
Total Investments $ 541,053 $ 529,909
^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility with the Company (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub.
+ 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.
(1) Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2024, the geographical composition of investments as a percentage of fair value was 2.1 % in Canada, 1.5 % in Netherlands, and 96.4 % 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 SOFR 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, 2024. As of December 31, 2024, the reference rates for Credit Fund’s variable rate loans were the 30-day SOFR at 4.30 %, the 90-day SOFR at 4.29 % and the 180-day SOFR at 4.25 %.
(3) Loan includes interest rate floor feature, which ranges from 0.75 % to 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) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(7) Represents an investment on non-accrual status as of December 31, 2024.
(8) Represents a non-income producing security as of December 31, 2024.
(9) As of December 31, 2024, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt – unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
ACR Group Borrower, LLC Revolver 0.38 % $ 7,350 $ ( 71 )
Chemical Computing Group ULC (Canada) Revolver 0.50 873 —
Heartland Home Services, Inc. Revolver 0.50 571 ( 26 )
HMT Holding Inc. Revolver 0.50 4,233 ( 25 )
Turbo Buyer, Inc. Revolver 0.50 467 ( 31 )
VRC Companies, LLC Revolver 0.50 833 —
Total unfunded commitments $ 14,327 $ ( 153 )
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Consolidated Schedule of Investments as of December 31, 2023
Investments (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount Amortized Cost (4)
Fair Value (5)
First Lien Debt ( 100.0 % of fair value)
ACR Group Borrower, LLC ^+ (2)(3)(8) Aerospace & Defense SOFR 4.25 % 9.60 % 3/31/2028 $ 37,564 $ 37,165 $ 37,338
Allied Benefit Systems Intermediate LLC + (2)(3) Healthcare & Pharmaceuticals SOFR 5.25 % 10.63 % 10/31/2030 8,639 8,511 8,509
Alpine Acquisition Corp II + (2)(3)(6) Transportation: Cargo SOFR 6.00 % 11.46 % 11/30/2026 9,899 9,531 9,462
API Technologies Corp. + (2)(6)(7) Aerospace & Defense SOFR 1.00 %, 6.00 % PIK
12.36 % 5/9/2027 14,752 13,905 8,870
API Technologies Corp. ^ (2)(3)(6) Aerospace & Defense SOFR 1.00 %, 6.00 % PIK
12.36 % 5/9/2027 1,303 620 1,264
Avalign Technologies, Inc. + (2)(6) Healthcare & Pharmaceuticals SOFR 4.50 % 9.98 % 12/22/2025 14,145 14,099 13,120
BMS Holdings III Corp. + (2)(3)(6) Construction & Building SOFR 5.50 % 10.97 % 9/30/2026 11,018 10,956 10,768
Chartis Holding, LLC ^+ (2)(3)(6)(8) Business Services SOFR 5.00 % 10.52 % 5/1/2025 8,002 8,002 7,985
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6)(8) Software SOFR 4.50 % 9.86 % 8/30/2024 11,488 11,415 11,438
Diligent Corporation ^+ (2)(3)(6)(8) Telecommunications SOFR 6.25 % 11.78 % 8/4/2025 9,949 9,839 9,886
Divisions Holding Corporation + (2)(3)(6) Business Services SOFR 4.75 % 10.22 % 5/27/2028 14,044 13,948 13,965
DTI Holdco, Inc. + (2)(3) High Tech Industries SOFR 4.75 % 10.13 % 4/26/2029 29,625 29,144 29,335
Eliassen Group, LLC + (2)(3) Business Services SOFR 5.50 % 10.85 % 4/14/2028 19,181 18,990 18,946
EPS Nass Parent, Inc. ^+ (2)(3)(6)(8) Utilities: Electric SOFR 5.75 % 11.25 % 4/19/2028 34,525 34,055 33,365
EvolveIP, LLC ^+ (2)(3)(6) Telecommunications SOFR 5.50 % 11.19 % 6/7/2025 42,720 42,701 40,964
Exactech, Inc. + (2)(3)(6) Healthcare & Pharmaceuticals SOFR 3.75 % 9.11 % 2/14/2025 20,856 20,823 10,636
GSM Acquisition Corp. + (2)(3)(6) Leisure Products & Services SOFR 5.00 % 10.41 % 11/16/2026 30,659 30,468 30,429
Heartland Home Services, Inc. + (2)(3)(6) Consumer Services SOFR 5.75 % 11.11 % 12/15/2026 7,169 7,104 6,848
Heartland Home Services, Inc. + (2)(3)(6)(8) Consumer Services SOFR 6.00 % 11.36 % 12/15/2026 24,008 23,947 23,054
HMT Holding Inc. ^+ (2)(3)(6)(8) Energy: Oil & Gas SOFR 6.00 % 11.56 % 11/17/2025 34,634 34,543 33,931
Integrity Marketing Acquisition, LLC + (2)(3)(6) Diversified Financial Services SOFR 6.05 % 11.54 % 8/27/2026 36,572 36,358 36,071
Integrity Marketing Acquisition, LLC ^+ (2)(3)(6) Diversified Financial Services SOFR 6.02 % 11.51 % 8/27/2026 6,879 6,829 6,781
Jensen Hughes, Inc. ^+ (2)(3)(6)(8) Utilities: Electric SOFR 5.75 % 11.20 % 3/22/2025 33,730 33,722 33,602
KAMC Holdings, Inc. + (2)(6) Energy: Electricity SOFR 4.00 % 9.65 % 8/14/2026 13,405 13,377 11,394
KBP Investments, LLC + (2)(3)(6) Beverage & Food SOFR 5.50 %, 1.00 % PIK
11.97 % 5/25/2027 37,453 37,305 35,217
North Haven Fairway Buyer, LLC + (2)(3) Consumer Services SOFR 6.50 % 11.85 % 5/17/2028 6,700 6,552 6,767
Output Services Group, Inc. ^ (2)(3)(6)(7) Media: Advertising, Printing & Publishing SOFR 6.25 % 12.07 % 11/30/2028 4,160 3,306 3,225
PF Atlantic Holdco 2, LLC + (2)(3)(6) Leisure Products & Services SOFR 5.50 % 11.12 % 11/12/2027 15,240 15,052 14,874
Premise Health Holding Corp. + (2)(6) Healthcare & Pharmaceuticals SOFR 3.75 % 9.25 % 7/10/2025 13,168 13,151 12,904
Radiology Partners, Inc. + (2)(6) Healthcare & Pharmaceuticals SOFR 4.25 % 10.18 % 7/9/2025 27,553 27,515 21,987
RevSpring Inc. + (2)(6) Media: Advertising, Printing & Publishing SOFR 4.00 % 9.61 % 10/11/2025 28,548 28,474 28,425
Striper Buyer, LLC + (2)(3) Containers, Packaging & Glass SOFR 5.50 % 10.96 % 12/30/2026 14,550 14,467 14,460
Summit Acquisition, Inc. + (2)(3) Diversified Financial Services SOFR 6.75 % 12.10 % 5/1/2030 5,940 5,772 5,967
Tank Holding Corp. + (2)(3)(6) Capital Equipment SOFR 5.75 % 11.21 % 3/31/2028 19,749 19,296 19,292
Turbo Buyer, Inc. + (2)(3)(8) Auto Aftermarket & Services SOFR 6.00 % 11.50 % 12/2/2025 33,900 33,757 33,447
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Consolidated Schedule of Investments as of December 31, 2023
Investments (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount Amortized Cost (4)
Fair Value (5)
U.S. TelePacific Holdings Corp. ^ (2)(3)(6)(7) Telecommunications SOFR 1.00 %, 6.00 % PIK
12.53 % 5/2/2026 $ 3,799 $ 3,270 $ 1,168
USALCO, LLC + (2)(3)(6) Chemicals, Plastics & Rubber SOFR 6.00 % 11.61 % 10/19/2027 14,696 14,493 14,696
VRC Companies, LLC ^+ (2)(3)(6)(8) Business Services SOFR 5.50 % 11.14 % 6/29/2027 23,500 23,267 23,308
Welocalize, Inc. ^+ (2)(3)(6)(8) Business Services SOFR 4.75 % 10.20 % 12/23/2024 32,649 32,531 31,466
WRE Holding Corp. ^+ (2)(3)(6)(8) Environmental Industries SOFR 5.00 % 10.41 % 1/3/2025 8,070 8,068 8,021
Yellowstone Buyer Acquisition, LLC + (2)(3)(6) Consumer Goods: Durable SOFR 5.75 % 11.18 % 9/13/2027 39,100 38,571 37,927
First Lien Debt Total $ 794,899 $ 761,112
Equity Investments ( 0.0 % of fair value)
Output Services Group, Inc. ^ (9) Media: Advertising, Printing & Publishing 205 $ — $ —
Equity Investments Total $ — $ —
Total Investments $ 794,899 $ 761,112
^ 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.
+ 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.
(1) Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2023, 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 SOFR 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, 2023. As of December 31, 2023, the reference rates for Credit Fund's variable rate loans were the 30-day SOFR at 5.35 %, the 90-day SOFR at 5.33 % and the 180-day SOFR at 5.16 %.
(3) Loan includes interest rate floor feature, which ranges from 0.75 % to 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) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(7) Loan was on non-accrual status as of December 31, 2023.
(8) As of December 31, 2023, Credit Fund had the following unfunded commitments to fund delayed draw and revolving senior secured loans:
First Lien Debt—unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
ACR Group Borrower, LLC Revolver 0.38 % $ 3,570 $ ( 20 )
Chartis Holding, LLC Revolver 0.50 1,003 ( 2 )
Chemical Computing Group ULC (Canada) Revolver 0.50 873 ( 4 )
Diligent Corporation Revolver 0.50 323 ( 2 )
EPS Nass Parent, Inc. Revolver 0.50 359 ( 13 )
Heartland Home Services, Inc. Revolver 0.50 772 ( 31 )
HMT Holding Inc. Revolver 0.50 3,351 ( 62 )
Jensen Hughes, Inc. Revolver 0.50 1,955 ( 7 )
Turbo Buyer, Inc. Revolver 0.50 933 ( 12 )
VRC Companies, LLC Revolver 0.50 833 ( 6 )
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First Lien Debt—unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
Welocalize, Inc. Revolver 0.50 % $ 5,625 $ ( 174 )
WRE Holding Corp. Revolver 0.50 1,123 ( 6 )
Total unfunded commitments $ 20,720 $ ( 339 )
(9) Represents a non-income producing security as of December 31, 2023.
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Debt
The Credit Fund and Credit Fund Sub are party to separate credit facilities, as described below. As of December 31, 2024 and 2023, Credit Fund and Credit Fund Sub 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.
Credit Fund Facility Credit Fund Sub Facility Credit Fund Warehouse II Facility
Outstanding balance as of December 31, 2021 $ — $ 514,621 $ 86,030
Borrowings — 170,000 —
Repayments — ( 96,000 ) ( 86,030 )
Outstanding balance as of December 31, 2022 — 588,621 —
Borrowings — 20,000 —
Repayments — ( 161,400 ) —
Outstanding balance as of December 31, 2023 — 447,221 —
Borrowings — 57,000 —
Repayments — ( 315,000 ) —
Outstanding balance as of December 31, 2024 $ — $ 189,221 $ —
Credit Fund Facility. On June 24, 2016, Credit Fund closed on the Credit Fund Facility, which has been amended from time to time, most recently on March 26, 2024, 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 $ 100,000 ($ 175,000 prior to the May 21, 2023 amendment), subject to availability under the Credit Fund Facility, which is based on certain advance rates multiplied by the value of Credit Fund’s portfolio investments net of certain other indebtedness that Credit Fund may incur in accordance with the terms of the Credit Fund Facility. Proceeds of the Credit Fund Facility may be used for general corporate purposes, including the funding of portfolio investments. Amounts drawn under the Credit Fund Facility bear interest at the greater of zero and SOFR (LIBOR prior to the May 21, 2023 amendment) plus an applicable spread of 5.50 % ( 9.00 % prior to the March 26, 2024 amendment) and such interest payments are made quarterly. The availability period under the Credit Fund Facility will terminate on May 21, 2025, (May 21, 2023 prior to the May 21, 2023 amendment), which is also its maturity date upon which Credit Fund is obligated to repay any outstanding borrowings.
Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which has been amended from time to time, most recently on November 4, 2024. The Credit Fund Sub Facility provides up to an amount equal to $ 465,000 ($ 640,000 prior to the May 29, 2024 amendment) in secured borrowings during the applicable revolving period (the borrowing base as calculated pursuant to the terms of the Credit Fund Sub Facility) . The aggregate maximum credit commitment can be increased up to an amount not to exceed $ 1,400,000 , subject to certain restrictions and conditions set forth in the Credit Fund Sub Facility, including adequate collateral to support such borrowings. The Credit Fund Sub Facility has a revolving period through May 23, 2025 (May 23, 2023 prior to the April 20, 2023 amendment) and a maturity date of May 23, 2026, (May 23, 2025 prior to the April 20, 2023 amendment), which may be extended by mutual agreement of the parties to the Credit Fund Sub Facility. Borrowings under the Credit Fund Sub Facility bear interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or SOFR plus 2.30 % ( 2.70 % and 2.35 % prior to the November 4, 2024 and April 20, 2023 amendments, respectively). The Credit Fund Sub is also required to pay an undrawn commitment fee of between 0.00 % to 1.75 % ( 0.50 % and 0.75 % prior to the November 4, 2024 amendment) per year depending on the usage of the Credit Fund Sub Facility. Payments under the Credit Fund Sub Facility are made quarterly. Subject to certain exceptions, the Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Credit Fund Sub.
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 provided for secured borrowings during the applicable revolving period up to an amount equal to $ 150,000 . The Credit Fund Warehouse II Facility was 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 was August 16, 2022 and Credit Fund Warehouse II repaid all outstanding amounts on June 28, 2022. 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
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LIBOR plus 1.15 %. Other amounts borrowed under the Credit Fund Warehouse II Facility bore interest at a rate of LIBOR plus 1.50 %.
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. As of December 31, 2024, 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 consisted 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 II (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. Refer to “Credit Fund II Senior Notes” in this Note 6 for discussions regarding the notes issued by Credit Fund II Sub.
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.
On February 10, 2025, the Company and CCLF entered into an amendment to the Credit Fund II limited liability company agreement (as so amended, the “Amended Credit Fund II LLCA”). Pursuant to the terms of the Amended Credit Fund II LLCA, Credit Fund II distributed $ 2.7 million to CCLF, and the Company contributed $ 140.0 million in cash to Credit Fund II. Such distributions and contributions were accounted for as a reduction in CCLF's membership interest based on the net asset value of Credit Fund II as of December 31, 2024. On February 11, 2025, the Company entered into a membership interest purchase agreement to purchase CCLF's remaining membership interest for cash at the net asset value thereof as of December 31, 2024, after which Credit Fund II became a wholly owned subsidiary of the Company and in connection therewith the CCLF board members resigned.
Selected Financial Data
Since inception of Credit Fund II and through December 31, 2024, the Company and CCLF made capital contributions of $ 78,096 and $ 12,709 in members’ equity, respectively, to Credit Fund II.
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Below is certain summarized consolidated information for Credit Fund II as of December 31, 2024 and 2023.
As of December 31,
2024 2023
Selected Consolidated Balance Sheet Information:
ASSETS
Investments, at fair value (amortized cost of $ 195,967 and $ 251,107 , respectively)
$ 191,030 $ 237,914
Cash and cash equivalents (1)
5,011 6,593
Other assets 1,762 2,818
Total assets $ 197,803 $ 247,325
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $ 495 and $ 839 , respectively
$ 109,065 $ 156,661
Other liabilities 12,672 10,526
Total members' equity (2)
76,066 80,138
Total liabilities and members’ equity $ 197,803 $ 247,325
(1) As of December 31, 2024 and 2023, all of Credit Fund II’s cash and cash equivalents was restricted.
(2) As of December 31, 2024 and 2023, the fair value of Company's ownership interest in the members' equity was $ 63,997 and $ 67,419 , respectively.
For the years ended December 31,
2024 2023 2022
Selected Consolidated Statements of Operations Information:
Total investment income $ 26,295 $ 28,010 $ 20,595
Expenses
Interest expense and credit facility fees 12,671 12,753 7,403
Other expenses 763 903 842
Total expenses 13,434 13,656 8,245
Net investment income (loss) 12,861 14,354 12,350
Net realized gain (loss) on investments ( 9,850 ) 69 —
Net change in unrealized appreciation (depreciation) on investments 8,256 ( 7,798 ) ( 6,069 )
Net increase (decrease) resulting from operations $ 11,267 $ 6,625 $ 6,281
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, 2024 and 2023:
As of December 31,
2024 2023
Senior secured loans (1)
$ 198,678 $ 255,486
Number of portfolio companies in Credit Fund II 29 36
Average amount per portfolio company (1)
$ 6,851 $ 7,097
Number of loans on non-accrual status 1 1
Fair value of loans on non-accrual status $ 424 $ —
Percentage of portfolio at floating interest rates (2)(3)
100.0 % 97.9 %
Percentage of portfolio at fixed interest rates (3)
— % 2.1 %
Fair value of loans with PIK provisions $ 24,344 $ 20,117
Percentage of portfolio with PIK provisions (3)
12.7 % 8.5 %
(1) At par/principal amount.
(2) Floating rate debt investments are generally subject to interest rate floors.
(3) Percentages based on fair value.
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Consolidated Schedule of Investments as of December 31, 2024
Investments (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount Amortized Cost (4)
Fair Value (5)
First Lien Debt ( 95.0 % of fair value)
Accession Risk Management Group, Inc. ^ (2)(3) Diversified Financial Services SOFR 4.75 % 9.28 % 11/1/2029 $ 9,798 $ 9,703 $ 9,894
Alpine Acquisition Corp II ^ (2)(3)(6) Transportation: Cargo SOFR 2.00 %,
8.55 % PIK
10.55 % 11/30/2029 3,202 3,134 2,571
Appriss Health, LLC ^ (2)(3)(6) Healthcare & Pharmaceuticals SOFR 7.00 % 11.70 % 5/6/2027 7,352 7,277 7,304
Ascend Buyer, LLC ^ (2)(3)(6) Containers, Packaging & Glass SOFR 5.75 % 10.17 % 9/30/2028 8,894 8,786 8,882
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2)(3)(6) Software SOFR 3.00 %,
4.00 % PIK
11.33 % 12/24/2026 4,511 4,475 4,368
BMS Holdings III Corp. ^ (2)(3)(6) Construction & Building SOFR 5.50 % 9.83 % 9/30/2026 3,174 3,150 3,063
Comar Holding Company, LLC ^ (2)(3)(6) Containers, Packaging & Glass SOFR 2.00 %,
4.75 % PIK
11.23 % 6/18/2026 9,095 9,088 8,226
Cority Software Inc. (Canada) ^ (2)(3) Software SOFR 4.75 % 9.34 % 7/2/2026 9,727 9,681 9,708
Dwyer Instruments, Inc. ^ (2)(3)(6) Capital Equipment SOFR 4.75 % 9.14 % 7/21/2029 9,714 9,683 9,714
Hoosier Intermediate, LLC ^ (2)(3)(6) Healthcare & Pharmaceuticals SOFR 5.00 % 9.52 % 11/15/2028 6,317 6,185 6,317
HS Spa Holdings Inc. ^ (2)(3) Consumer Services SOFR 5.25 % 9.76 % 6/2/2029 8,432 8,318 8,483
LVF Holdings, Inc. ^ (2)(3)(6) Beverage & Food SOFR 5.50 % 9.83 % 6/10/2027 9,900 9,798 9,898
Material Holdings, LLC ^ (2)(3)(6) Business Services SOFR 1.35 %,
4.65 % PIK
10.33 % 8/19/2027 6,782 6,782 6,782
Material Holdings, LLC ^ (2)(3)(6)(8) Business Services SOFR 6.00 %
( 100 % PIK)
10.29 % 8/19/2027 1,632 633 424
Maverick Acquisition, Inc. ^ (2)(3)(6) Aerospace & Defense SOFR 6.25 % 10.58 % 6/1/2027 7,760 7,677 5,646
Medical Manufacturing Technologies, LLC ^ (2)(3)(6) Healthcare & Pharmaceuticals SOFR 5.75 % 10.09 % 12/23/2027 9,451 9,353 9,306
NMI AcquisitionCo, Inc. ^ (2)(3)(6) High Tech Industries SOFR 5.00 % 9.36 % 9/6/2028 9,792 9,777 9,785
PF Atlantic Holdco 2, LLC ^ (2)(3)(6) Leisure Products & Services SOFR 5.50 % 10.04 % 11/12/2027 9,749 9,563 9,749
PXO Holdings I Corp. ^ (2)(3)(6) Chemicals, Plastics & Rubber SOFR 5.50 % 9.90 % 3/8/2028 9,798 9,688 9,796
Radwell Parent, LLC ^ (2)(3) Wholesale SOFR 5.50 % 9.83 % 4/1/2029 7,453 7,396 7,396
Spotless Brands, LLC ^ (2)(3) Consumer Services SOFR 5.75 % 10.03 % 7/25/2028 4,925 4,865 4,936
Tank Holding Corp. ^ (2)(3)(6) Capital Equipment SOFR 5.75 % 10.00 % 3/31/2028 3,784 3,728 3,784
TCFI Aevex LLC ^ (2)(3)(6) Aerospace & Defense SOFR 6.00 % 10.36 % 3/18/2026 1,649 1,641 1,649
Turbo Buyer, Inc. ^ (2)(3) Auto Aftermarket & Services SOFR 6.00 % 10.47 % 12/2/2025 7,843 7,807 7,323
U.S. Legal Support, Inc. ^ (2)(3)(6) Business Services SOFR 5.75 % 10.08 % 5/31/2026 6,041 6,040 6,022
US INFRA SVCS Buyer, LLC ^ (2)(3)(6) Environmental Industries SOFR 2.50 %,
4.75 % PIK
12.04 % 4/13/2027 2,654 2,639 2,397
Wineshipping.com LLC ^ (2)(3)(6) Beverage & Food SOFR 5.75 % 10.29 % 10/29/2027 9,749 9,532 8,056
First Lien Debt Total $ 186,399 $ 181,479
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Consolidated Schedule of Investments as of December 31, 2024
Investments (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount Amortized Cost (4)
Fair Value (5)
Second Lien Debt ( 5.0 % of fair value)
AP Plastics Acquisition Holdings, LLC ^ (2)(3)(6) Chemicals, Plastics & Rubber SOFR 7.25 % 11.61 % 8/10/2029 $ 4,500 $ 4,437 $ 4,500
AQA Acquisition Holdings, Inc. ^ (2)(3) High Tech Industries SOFR 6.25 % 10.84 % 3/3/2029 5,000 4,920 4,988
Second Lien Debt Total $ 9,357 $ 9,488
Equity Investment ( 0.0 % of fair value)
48forty Intermediate Holdings, Inc. ^ (7) Transportation: Cargo 0 $ — $ —
EvolveIP, LLC ^ (7) Telecommunications 62 211 63
TW LRW Holdings, LLC ^ (7) Business Services 2 — —
Equity Investment Total $ 211 $ 63
Total Investments $ 195,967 $ 191,030
^ 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 II are domiciled in the United States. As of December 31, 2024, the geographical composition of investments as a percentage of fair value was 5.1 % in Canada, 2.3 % in Luxembourg, and 92.6 % 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 SOFR 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, 2024. As of December 31, 2024, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 4.30 %, the 90-day SOFR at 4.29 % and the 180-day SOFR at 4.25 %.
(3) Loan includes interest rate floor feature, which ranges from 0.50 % to 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 these consolidated financial statements.
(6) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(7) Represents a non-income producing security as of December 31, 2024.
(8) Represents an investment on non-accrual status as of December 31, 2024.
Consolidated Schedule of Investments as of December 31, 2023
Investments (1)
Footnotes Industry Reference Rate (2)
Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount Amortized Cost (4)
Fair Value (5)
First Lien Debt ( 89.6 % of fair value)
Alpine Acquisition Corp II ^ (2)(3)(7) Transportation: Cargo SOFR 6.00 % 11.46 % 11/30/2026 $ 3,233 $ 3,132 $ 3,091
American Physician Partners, LLC ^ (2)(3)(7)(8)(9) Healthcare & Pharmaceuticals SOFR 10.25 % ( 100 % PIK)
15.71 % 8/5/2022 10,589 9,078 —
Appriss Health, LLC ^ (2)(3)(7) Healthcare & Pharmaceuticals SOFR 6.75 % 12.32 % 5/6/2027 7,446 7,344 7,409
Ascend Buyer, LLC ^ (2)(3)(7) Containers, Packaging & Glass SOFR 6.40 % 11.91 % 9/30/2028 8,985 8,854 8,761
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2)(3)(7) Software SOFR 3.00 %, 4.00 % PIK
12.45 % 12/24/2026 4,331 4,278 4,157
BMS Holdings III Corp. ^ (2)(3)(7) Construction & Building SOFR 5.50 % 10.97 % 9/30/2026 3,208 3,172 3,135
Chartis Holding, LLC ^ (2)(3)(7) Business Services SOFR 5.00 % 10.52 % 5/1/2025 9,721 9,714 9,702
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Consolidated Schedule of Investments as of December 31, 2023
Comar Holding Company, LLC ^ (2)(3)(7) Containers, Packaging & Glass SOFR 2.00 %, 4.75 % PIK
12.28 % 6/18/2026 $ 8,669 $ 8,653 $ 7,457
Cority Software Inc. (Canada) ^ (2)(3) Software SOFR 7.00 % 12.39 % 7/2/2026 1,293 1,290 1,292
Cority Software Inc. (Canada) ^ (2)(3) Software SOFR 5.00 % 10.39 % 7/2/2026 8,535 8,464 8,506
Dwyer Instruments, Inc. ^ (2)(3)(7) Capital Equipment SOFR 5.75 % 11.20 % 7/21/2027 9,814 9,773 9,814
EvolveIP, LLC ^ (2)(3)(7) Telecommunications SOFR 5.50 % 11.19 % 6/7/2025 8,527 8,525 8,177
Harbour Benefit Holdings, Inc. ^ (2)(3)(7) Business Services SOFR 5.00 % 10.51 % 12/13/2024 9,703 9,693 9,631
Hoosier Intermediate, LLC ^ (2)(3)(7) Healthcare & Pharmaceuticals SOFR 5.00 % 10.53 % 11/15/2028 6,382 6,221 6,176
HS Spa Holdings Inc. ^ (2)(3) Consumer Services SOFR 5.75 % 11.12 % 6/2/2029 8,519 8,384 8,524
Integrity Marketing Acquisition, LLC ^ (2)(3)(7) Diversified Financial Services SOFR 6.05 % 11.54 % 8/27/2026 4,821 4,718 4,755
Integrity Marketing Acquisition, LLC ^ (2)(3)(7) Diversified Financial Services SOFR 6.02 % 11.51 % 8/27/2026 4,489 4,379 4,424
LVF Holdings, Inc. ^ (2)(3)(7) Beverage & Food SOFR 5.75 % 11.25 % 6/10/2027 6,137 6,026 6,044
Material Holdings, LLC ^ (2)(3)(7) Business Services SOFR 6.00 % 11.45 % 8/19/2027 7,820 7,762 7,526
Maverick Acquisition, Inc. ^ (2)(3)(7) Aerospace & Defense SOFR 6.25 % 11.60 % 6/1/2027 7,820 7,708 6,128
NMI AcquisitionCo, Inc. ^ (2)(3)(7) High Tech Industries SOFR 5.75 % 11.21 % 9/6/2025 9,898 9,873 9,829
PF Atlantic Holdco 2, LLC ^ (2)(3)(7) Leisure Products & Services SOFR 5.50 % 11.12 % 11/12/2027 9,849 9,607 9,612
PXO Holdings I Corp. ^ (2)(3)(7) Chemicals, Plastics & Rubber SOFR 5.50 % 11.00 % 3/8/2028 9,899 9,759 9,688
Radwell Parent, LLC ^ (2)(3) Wholesale SOFR 6.75 % 12.10 % 4/1/2029 7,529 7,461 7,573
RSC Acquisition, Inc. ^ (2)(3)(7) Diversified Financial Services SOFR 5.50 % 10.93 % 11/1/2029 9,901 9,785 9,837
Spotless Brands, LLC ^ (2)(3)(7) Consumer Services SOFR 6.50 % 12.03 % 7/25/2028 4,987 4,914 4,991
Tank Holding Corp. ^ (2)(3)(7) Capital Equipment SOFR 5.75 % 11.21 % 3/31/2028 3,823 3,752 3,734
TCFI Aevex LLC ^ (2)(3)(7) Aerospace & Defense SOFR 6.00 % 11.46 % 3/18/2026 1,667 1,653 1,655
Turbo Buyer, Inc. ^ (2)(3) Auto Aftermarket & Services SOFR 6.00 % 11.50 % 12/2/2025 7,926 7,852 7,823
U.S. Legal Support, Inc. ^ (2)(3)(7) Business Services SOFR 5.75 % 11.11 % 11/30/2024 6,105 6,102 6,024
US INFRA SVCS Buyer, LLC ^ (2)(3)(7) Environmental Industries SOFR 6.50 %, 0.75 % PIK
12.95 % 4/13/2026 2,877 2,852 2,650
Westfall Technik, Inc. ^ (2)(3)(7) Chemicals, Plastics & Rubber SOFR 6.75 %, 0.75 % PIK
12.96 % 9/13/2024 6,350 6,328 5,853
Wineshipping.com LLC ^ (2)(3)(7) Beverage & Food SOFR 5.75 % 11.29 % 10/29/2027 9,849 9,567 9,189
First Lien Debt Total $ 226,673 $ 213,167
Second Lien Debt ( 10.4 % of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3) Aerospace & Defense SOFR 8.25 % 13.80 % 1/17/2028 $ 5,514 $ 5,439 $ 5,541
AP Plastics Acquisition Holdings, LLC ^ (2)(3)(7) Chemicals, Plastics & Rubber SOFR 7.50 % 12.96 % 8/10/2029 4,500 4,427 4,436
AQA Acquisition Holdings, Inc. ^ (2)(3)(7) High Tech Industries SOFR 7.50 % 12.98 % 3/3/2029 5,000 4,905 5,000
Quartz Holding Company ^ (2)(7) Software SOFR 8.00 % 13.46 % 4/2/2027 4,852 4,804 4,852
World 50, Inc. ^ (6) Business Services FIXED 11.50 % 11.50 % 1/9/2027 4,918 4,859 4,918
Second Lien Debt Total $ 24,434 $ 24,747
Total Investments $ 251,107 $ 237,914
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^ 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 II are domiciled in the United States. As of December 31, 2023, the geographical composition of investments as a percentage of fair value was 4.1 % in Canada, 1.7 % in Luxembourg, 2.3 % in the United Kingdom and 91.9 % 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 SOFR 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, 2023. As of December 31, 2023, the reference rates for Credit Fund II's variable rate loans were the 30-day SOFR at 5.35 %, the 90-day SOFR at 5.33 % and the 180-day SOFR at 5.16 %.
(3) Loan includes interest rate floor feature, which ranges from 0.50 % to 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 these consolidated financial statements.
(6) Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.
(7) Loans include a credit spread adjustment that typically ranges from 0.10 % to 0.43 %.
(8) Loan is in forbearance as of December 31, 2023.
(9) Loan is on non-accrual status as of December 31, 2023.
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Credit Fund II Senior Notes
On November 3, 2020, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders, which has been amended from time to time, most recently on August 4, 2023. 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 is November 3, 2030. Amounts issued for the Class A-1 notes totaled $ 147,500 and bear interest at a rate of Term SOFR plus 2.85 %, and amounts issued for the Class A-2 notes totaled $ 10,000 and bear interest at Term SOFR plus 3.35 %. 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 $ 100,000 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, 2024 and 2023, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements. For the year ended December 31, 2024, Credit Fund II Sub repaid $ 47,940 of principal on the Class A-1 notes. No principal repayments were made during the years ended December 31, 2023 and 2022. On February 11, 2025, Credit Fund II Sub repaid the remaining principal balance of the Credit Fund II Senior Notes in full.
7. DERIVATIVE INSTRUMENTS
The Company enters into derivatives from time to time to help mitigate its foreign currency and interest rate risk exposures. Below is a summary of the outstanding forward currency contracts as of December 31, 2024. There were no outstanding forward currency contracts as of December 31, 2023.
Counterparty Notional Amount to be Purchased Notional Amount to be Sold Unrealized Appreciation (Depreciation)
Barclays Bank PLC $ 5,831 C$ 8,000 $ 269
Barclays Bank PLC $ 5,495 € 5,080 230
Barclays Bank PLC $ 34,026 £ 26,243 1,200
$ 1,699
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, with respect to forward currency contracts, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with the derivative counterparty, Barclays Bank PLC (the “Counterparty”). Each ISDA Master Agreement is a bilateral agreement between the Company and the Counterparty that governs over the counter derivatives, including forward currency contracts, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of each ISDA Master Agreement with the Counterparty permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, any amounts held by the Company in a separate account to cover collateral obligations to the counterparty under the terms of the interest rate swap agreement are included in cash, cash equivalents, and restricted cash on the accompanying Consolidated Statements of Assets and Liabilities. Any amounts paid to and held by the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in prepaid expenses and other assets on the accompanying Consolidated Statements of Assets and Liabilities. Any amounts paid from the counterparty due to market value fluctuations to cover collateral under the terms of the interest rate swap agreement are included in other accrued expenses and liabilities on accompanying Consolidated Statements of Assets and Liabilities. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
For the year ended December 31, 2024, the Company reclassified the fair value related to interest rate swaps from prepaid expenses and other assets to derivative assets, at fair value on the accompanying Consolidated Statements of Assets and Liabilities. This reclassification, which relates to amounts previously reported as of December 31, 2023, was made to align with financial statement presentation in the current period and had no impact on total assets, net income, or cash flows.
The following table is intended to provide additional information about the effect of the forward currency contracts on the consolidated financial statements of the Company, including the fair value of derivatives by risk category and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements, as well as any related
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collateral received or pledged by the Company as of December 31, 2024. Refer to Note 3, Fair Value Measurements, to these consolidated financial statements for details related to the fair value measurement of derivatives instruments.
Counterparty Risk Exposure Unrealized Appreciation on Forward Currency Contracts Unrealized Depreciation on Forward Currency Contracts Net Amount Collateral (Received) Pledged Net Amount
Barclays Bank PLC Foreign Currency $ 1,699 $ — $ 1,699 $ — $ 1,699
In November 2023, in connection with the issuance of the 2028 Notes, the Company entered into a five-year interest rate swap agreement with Morgan Stanley Capital Services LLC (“Morgan Stanley”) to mitigate the exposure to adverse fluctuations in interest rates for a total notional amount of $ 85.0 million, maturing on December 1, 2028. Morgan Stanley has the ability to exercise an early termination commencing on December 1, 2025, subject to providing written notice thirty days prior. Under the interest rate swap agreement, the Company receives a fixed interest of 8.20 % and pays a floating rate based on the compounded average daily SOFR rate plus 3.139 %. The Company designated this interest rate swap as a hedging instrument to the 2028 Notes.
In October 2024, in connection with the issuance of the 2030 Notes, the Company entered into an interest rate swap agreement with JP Morgan Chase Bank N.A. (“JP Morgan”) to mitigate the exposure to adverse fluctuations in interest rates for a total notional amount of $ 300.0 million, maturing on February 18, 2030. Under the interest rate agreement, commencing on the effective date of August 18, 2025, the Company receives a fixed interest rate of 6.75 % and pays a floating interest rate based on the compounded average daily SOFR plus 3.235 %. The Company designated this interest rate swap as a hedging instrument to the 2030 Notes.
Refer to Note 3, Fair Value Measurements, to these consolidated financial statements for details related to the fair value measurement of derivatives instruments and Note 8, Borrowings, to these consolidated financial statements for details related to the Company’s 2028 Notes.
The following table details our interest rate swap contracts outstanding as of as of December 31, 2024 and 2023.
As of Counterparty Maturity Date Notional Amount Fair Value Financial Statement Location of Net Amounts
December 31, 2024 Morgan Stanley Capital Services LLC 12/1/2028 $ 85,000 $ 164 Derivative assets, at fair value
December 31, 2024 JP Morgan Chase Bank N.A.
2/18/2030 $ 300,000 $ ( 6,875 ) Derivative liabilities, at fair value
As of Counterparty Maturity Date Notional Amount Fair Value Financial Statement Location of Net Amounts
December 31, 2023 Morgan Stanley Capital Services LLC 12/1/2028 $ 85,000 $ 985 Derivative assets, at fair value
As a result of the Company’s designation of the interest rate swap as a hedging instrument in a qualifying hedge accounting relationship, the Company is required to record the hedging instrument and the related hedged item at their respective fair values, with all associated changes in those fair values recorded in interest expense and credit facility fees. The net amount recorded in interest expense and credit facility fees was $ 220 and $ 48 , respectively, for the year ended December 31, 2024 and 2023.
The Company’s interest rate swaps and forward currency contracts are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported net in the accompanying Consolidated Statements of Assets and Liabilities.
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The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of December 31, 2024 and 2023:
As of Counterparty Derivative Assets subject to Master Netting Agreement Derivatives available for Offset Non-cash Collateral Received Cash Collateral Received Net amount of Derivative Assets
December 31, 2024 Morgan Stanley Capital Services LLC $ 164 $ — $ — $ ( 164 ) $ —
December 31, 2024 JP Morgan Chase Bank N.A.
$ — $ — $ — $ — $ —
December 31, 2024 Barclays Bank PLC $ 1,699 $ — $ — $ — $ 1,699
Total $ 1,863 $ — $ — $ ( 164 ) $ 1,699
As of Counterparty Derivative Liabilities subject to Master Netting Agreement Derivatives available for Offset Non-cash Collateral Pledged Cash Collateral Pledged Net amount of Derivative Liabilities
December 31, 2024 Morgan Stanley Capital Services LLC $ — $ — $ — $ — $ —
December 31, 2024 JP Morgan Chase Bank N.A.
$ 6,875 $ — $ — $ ( 6,875 ) $ —
December 31, 2024 Barclays Bank PLC $ — $ — $ — $ — $ —
Total $ 6,875 $ — $ — $ ( 6,875 ) $ —
As of Counterparty Derivative Assets subject to Master Netting Agreement Derivatives available for Offset Non-cash Collateral Received Cash Collateral Received Net amount of Derivative Assets
December 31, 2023 Morgan Stanley Capital Services LLC $ 985 $ — $ — $ ( 940 ) $ 45
As of Counterparty Derivative Liabilities subject to Master Netting Agreement Derivatives available for Offset Non-cash Collateral Pledged Cash Collateral Pledged Net amount of Derivative Liabilities
December 31, 2023 Morgan Stanley Capital Services LLC $ — $ — $ — $ — $ —
8. BORROWINGS
The Company is party to the 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, Organization, to these consolidated financial statements is considered a senior security and is included in the denominator of the calculation. As of December 31, 2024 and 2023, asset coverage was 183.2 % and 183.4 %, respectively, and the Company is in compliance with all covenants and other requirements of the credit facility agreement.
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The following table details the principal amount and carrying amount of the Company’s debt and secured borrowings as of December 31, 2024 and 2023.
As of December 31,
2024 2023
Credit Facility $ 213,439 $ 260,356
2024 Notes — 190,000
2028 Notes 85,000 85,000
2030 Notes 300,000 —
2015-1R Notes — 449,200
2015-1N Debt 380,000 —
Total principal amount outstanding 978,439 984,556
Less: unamortized debt issuance costs ( 10,790 ) ( 5,358 )
Effective interest rate swap hedge ( 6,700 ) 985
Total carrying value $ 960,949 $ 980,183
Credit Facility
The Company closed on the Credit Facility on March 21, 2014. The Credit Facility was most recently amended and restated on May 29, 2024, and may be further amended from time to time. The maximum principal amount of the Credit Facility is $ 790,000 ($ 745,000 prior to the August 31, 2023 amendment and $ 688,000 prior to April 21, 2023), pursuant to the terms of the agreement, 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 $ 1,185,000 ($ 900,000 prior to the August 31, 2023 amendment), 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 (i) a term benchmark rate of the Adjusted Term SOFR Rate, the Adjusted Euribor Rate, or the applicable Local Rate, as the case may be, or (ii) an Alternate Base Rate (which is the highest of (a) the Prime Rate, (b) the NYFRB Rate plus 0.50 %, or (c) the Adjusted Term SOFR Rate for one month plus 1.00 %) plus an applicable margin, each capitalized term as defined in the Credit Facility. The applicable margin for a term benchmark rate loan will be up to 1.875 % and for an Alternate Base Rate loan will be up to 0.875 %, in each case depending on the level of the gross borrowing base compared to the combined debt amount. The Company may elect either the term benchmark rate 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 August 31, 2027 (May 25, 2026 prior to the August 31, 2023 amendment). Prior to the August 31, 2023 amendment, the Credit Facility had a maturity date of May 25, 2027. The maturity date for $ 655,000 of the $ 790,000 principal amount was extended to August 31, 2028 as part of the August 31, 2023 amendment. On May 25, 2026, $ 135,000 of commitments will terminate. During the period from May 25, 2026 to August 31, 2028, 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, 2024 and 2023, the Company was in compliance with all covenants and other requirements of the Credit Facility.
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Below is a summary of the borrowings and repayments under the Credit Facility for the years ended December 31, 2024, 2023, and 2022, and the outstanding balances under the Credit Facility for the respective periods.
For the years ended December 31,
2024 2023 2022
Outstanding borrowing, beginning of year
$ 260,356 $ 440,441 $ 407,655
Borrowings 490,567 166,792 372,246
Repayments ( 535,525 ) ( 350,408 ) ( 332,758 )
Foreign currency translation ( 1,959 ) 3,531 ( 6,702 )
Outstanding borrowing, end of year
$ 213,439 $ 260,356 $ 440,441
The Credit Facility consisted of the following as of December 31, 2024 and 2023:
Total
Facility Borrowings
Outstanding Unused
Portion (1)
Amount Available (2)
December 31, 2024 $ 790,000 $ 213,439 $ 576,561 $ 509,121
December 31, 2023 $ 790,000 $ 260,356 $ 529,644 $ 359,675
(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.
For the years ended December 31, 2024, 2023, and 2022, the components of interest expense and credit facility fees of the Credit Facility were as follows:
For the years ended December 31,
2024 2023 2022
Interest expense $ 13,195 $ 27,189 $ 15,463
Facility unused commitment fee 2,370 1,297 1,129
Amortization of deferred financing costs and debt issuance costs 856 763 855
Total interest expense and credit facility fees $ 16,421 $ 29,249 $ 17,447
Cash paid for interest expense and credit facility fees $ 15,446 $ 28,645 $ 15,528
Weighted average debt principal outstanding $ 186,517 $ 391,923 $ 399,877
Weighted average interest rate (1)
6.96 % 6.84 % 3.81 %
(1) Excludes facility unused commitment fee and amortization of deferred financing costs and debt issuance costs.
As of December 31, 2024 and 2023, the components of interest and credit facility fees payable of the Credit Facility were as follows:
As of December 31,
2024 2023
Interest expense payable $ 88 $ 209
Unused commitment fees payable 699 462
Interest and credit facility fees payable $ 787 $ 671
Weighted average interest rate 6.18 % 7.21 %
Senior Notes
On December 30, 2019, the Company closed a private offering of $ 115.0 million in aggregate principal amount of 4.75 % senior unsecured notes due December 31, 2024 (the “2019 Notes”). Interest is payable quarterly, beginning March 31, 2020. On December 11, 2020, the Company issued an additional $ 75.0 million aggregate principal amount of 4.50 % senior
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unsecured notes due December 31, 2024 (the “2020 Notes” and together with the 2019 Notes, the “2024 Notes”). Interest is payable quarterly, beginning December 31, 2020.
The interest rate on the 2024 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 2024 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 2024 Notes were repaid in full at maturity on December 31, 2024.
On November 20, 2023, the Company completed a public offering of $ 85.0 million aggregate principal of its 8.20 % senior unsecured notes due December 1, 2028 (the “2028 Notes”). The 2028 Notes are traded on Nasdaq under the symbol CGBDL. The Company may redeem the 2028 Notes in whole or in part at its option on or after December 1, 2025 at a redemption price of 100 % of the outstanding principal amount of 2028 Notes to be redeemed plus accrued and unpaid interest thereon.
On October 18, 2024, the Company completed a public offering of $ 300.0 million aggregate principal of its 6.75 % senior unsecured notes due February 18, 2030 (the “2030 Notes” and together with the 2024 Notes and 2028 Notes, the “Senior Notes”). The 2030 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on January 18, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption, or (2) 100 % of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon.
The 2028 Notes and 2030 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The following table details the Company’s Senior Notes as of December 31, 2024 and 2023:
As of December 31,
2024 2023
2024 Notes $ — $ 190,000
2028 Notes 85,000 85,000
2030 Notes 300,000 —
Total principal amount $ 385,000 $ 275,000
Less: unamortized debt issuance costs ( 8,572 ) ( 3,434 )
Effective interest rate swap hedge ( 6,700 ) 985
Total carrying value $ 369,728 $ 272,551
For the years ended December 31, 2024, 2023, and 2022, the components of interest expense and credit facility fees on the Senior Notes were as follows:
For the years ended December 31,
2024 2023 2022
Interest expense (1)
$ 20,144 $ 9,660 $ 8,838
Amortization of deferred financing costs and debt issuance costs 1,088 199 139
Total interest expense and credit facility fees $ 21,232 $ 9,859 $ 8,977
Cash paid for interest expense and credit facility fees $ 16,345 $ 8,837 $ 8,836
Weighted average debt principal outstanding $ 335,956 $ 199,574 $ 190,000
Weighted average interest rate (1)(2)
5.90 % 4.77 % 4.65 %
(1) Inclusive of net interest expense related to interest rate swaps, as applicable.
(2) Excludes amortization of deferred financing costs and debt issuance costs.
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As of December 31, 2024, $ 4,637 of interest expense related to the Senior Notes was included in interest and credit facility fees payable. As of December 31, 2023, no amount was outstanding related to interest and credit facility fees on the Senior Notes. As of December 31, 2024 and 2023, the weighted average interest rates were 6.95 % and 5.84 %, respectively, inclusive of the effect of the interest rate swaps.
The note purchase agreement relating to the 2024 Notes, as supplemented by the first supplement 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, 2023, the Company was in compliance with these terms and conditions.
The 2028 Notes Indenture and 2030 Notes Indenture, contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC; to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, and subject to certain other exceptions. These covenants are subject to important limitations and exceptions that are described in the 2028 Notes Indenture and 2030 Notes Indenture. Neither the 2028 Notes Indenture nor the 2030 Notes Indenture limits the amount of debt (including secured debt) that may be issued by us or our subsidiaries under the indenture or otherwise. As of December 31, 2024 and 2023, the Company was in compliance with these terms and conditions.
Securitizations
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 $ 273,000 in notes that were issued at par and were scheduled to mature on July 15, 2027. The Company received 100 % of the $ 125,900 in nominal value of the non-interest bearing 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. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase 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, refinanced the 2015-1 Notes with the 2015-1R Notes, reduced the 2015-1 Issuer Preferred Interests by approximately $ 21,375 to approximately $ 104,525 and 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 were secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.
On June 30, 2023, the 2015-1R Notes were amended to transition the benchmark rate to the Term SOFR Rate plus a Term SOFR adjustment (LIBOR prior to the 2015-1R Effective Date, as defined). The amendment was effective at the commencement of the next succeeding interest accrual period following the date of the amendment (the “2015-1R Effective Date”).
On July 2, 2024, the Company and the 2015-1 Issuer completed the 2015-1R Refinancing, which resulted in the issuance of a $ 410.0 million collateralized loan obligation. On the closing date of the 2015-1R Refinancing, the 2015-1 Issuer refinanced the 2015-1R Notes with the 2015-1N Debt, issued additional 2015-1 Issuer Preferred Interests to the Company in the aggregate notional amount of $ 13,500 , increasing the 2015-1 Issuer Preferred Interest held by the Company to approximately $ 118,054 and extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to July 15, 2028 and
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July 1, 2036, respectively. As of December 31, 2024, the Company retains the $ 30.0 million Class C-R Notes, which are eliminated in consolidation.
The following table summarizes the terms of the 2015-1N Debt and the principal amount and carrying value as of December 31, 2024:
As of
2015-1N Debt Tranche (1)
Credit Rating Reference Rate Spread December 31, 2024
Class A-1-1-A Notes AAA SOFR 1.80 % $ 240,000
Class A-L Loans AAA SOFR 1.80 % 50,000
Class A-1-2-B Notes AAA SOFR 2.00 % 20,000
Class A-2-RR Notes AA SOFR 2.15 % 30,000
Class B-R Notes Single A SOFR 2.75 % 40,000
Total Principal Amount Outstanding $ 380,000
Less: unamortized debt issuance costs ( 2,218 )
Total Carrying Value $ 377,782
(1) Excludes $ 30 million of Class C-R notes, which are rated BBB-, accrue interest at SOFR plus spread of 3.75 %, and are retained by the Company.
The following table summarizes the terms of the 2015-1R Notes and the principal amount and carrying value as of December 31, 2023:
As of
2015-1R Notes Tranche Credit Rating Reference Rate (1)
Spread / Fixed Interest Rate December 31, 2023
Class A-1-1-R AAA SOFR 1.55 % $ 234,800
Class A-1-2-R AAA SOFR 1.78 % 50,000
Class A-1-3-R AAA Fixed Rate 4.56 % 25,000
Class A-2-R AA SOFR 2.20 % 66,000
Class B Single A SOFR 3.15 % 46,400
Class C BBB- SOFR 4.00 % 27,000
Total Principal Amount Outstanding $ 449,200
Less: unamortized debt issuance costs ( 1,924 )
Total Carrying Value $ 447,276
(1) Floating rate tranches bear interest at three-month SOFR plus a Term SOFR adjustment.
The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1R Notes and 2015-1N Debt, 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 and 2015-1N Debt, 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 under a collateral management agreement (the “Collateral Management Agreement”) of the 2015-1 Issuer and in accordance with the Company’s investment strategy.
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
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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 years ended December 31, 2024 and 2023. 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, 2024, the Company was in compliance with its undertaking.
As of December 31, 2024, the 2015-1N Debt was secured by 78 investments with a total fair value of approximately $ 489,598 and cash of $ 19,338 . The pool of investments 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 2015-1N Debt.
For the years ended December 31, 2024, 2023, and 2022, the components of interest expense and credit facility fees on the Securitizations were as follows:
For the years ended December 31,
2024 2023 2022
Interest expense $ 29,373 $ 32,356 $ 17,535
Amortization of deferred financing costs and debt issuance costs 1,459 247 141
Total interest expense and credit facility fees $ 30,832 $ 32,603 $ 17,676
Cash paid for interest expense and credit facility fees $ 31,836 $ 30,875 $ 14,117
Weighted average debt principal outstanding $ 398,459 $ 449,200 $ 449,200
Weighted average interest rate (1)
7.61 % 7.16 % 6.00 %
(1) Includes amortization of deferred financing costs and debt issuance costs.
As of December 31, 2024 and 2023, $ 5,429 and $ 7,098 , respectively, of interest expense related to securitizations was included in interest and credit facility fees payable. As of December 31, 2024 and 2023, the weighted average interest rates were 6.59 % and 7.49 %, respectively, based on benchmark rates.
9. COMMITMENTS AND CONTINGENCIES
A summary of significant contractual payment obligations was as follows as of December 31, 2024 and 2023:
As of December 31,
Payment Due by Period 2024 2023
Less than one year $ — $ —
1-3 years 36,319 190,000
3-5 years 262,120 345,356
More than 5 years 680,000 449,200
Total $ 978,439 $ 984,556
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 audited consolidated financial statements as of December 31, 2024 and 2023 for any such exposure.
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The Company has in the past, currently is and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments. The Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:
Par/Principal Amount as of December 31,
2024 2023
Unfunded delayed draw commitments $ 105,485 $ 68,017
Unfunded revolving loan commitments 73,762 66,392
Total unfunded commitments $ 179,247 $ 134,409
10. NET ASSETS
The Company has the authority to issue 198,000,000 shares of common stock, par value $ 0.01 per share, of which 50,906,262 and 50,794,941 shares were issued and outstanding as of December 31, 2024 and 2023, respectively. The Company has 2,000,000 shares of preferred stock, par value $ 0.01 per share, which are fully issued and outstanding as of December 31, 2024 and 2023.
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 “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of December 31, 2024 was $ 8.87 . Effective as of May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, has 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 have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. Effective as of May 5, 2027, the holders of the Preferred Stock 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 Articles Supplementary).
In connection with entry into the Merger Agreement, upon the terms and subject to the conditions contained in the Preferred Stock Exchange Documents (as defined in the Merger Agreement) by and between the Company and the holder of the Preferred Stock, all shares of Preferred Stock issued and outstanding immediately prior to the effective time of the Merger will be exchanged for such number of shares of the Company’s common stock in a transaction exempt from registration under the Securities Act, as is equal to the quotient of (i) the aggregate liquidation preference of the Preferred Stock and (ii) the Closing CGBD Net Asset Value per share (as defined in the Merger Agreement) (the “Preferred Stock Exchange”). Any accrued and unpaid dividends of the Preferred Stock thereon to the date of exchange, whether or not declared, will be paid to the holders of record in cash immediately prior to the Preferred Stock Exchange.
At the closing of the Mergers, the Company and CIM, as the holder of record of the Preferred Stock, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, during the specified restricted period, CIM may not transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge or otherwise dispose of or encumber (collectively, a “Transfer”) its shares of the Company’s common stock resulting from the Preferred Stock Exchange unless the Board of Directors consents to such Transfer and such Transfer is made in accordance with applicable securities and other laws. Refer to Note 15, Merger with CSL III, to these consolidated financial statements for further information about the Merger Agreement and the Mergers.
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The following table summarizes the Company’s dividends declared on the Preferred Stock during the three most recent fiscal years. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.
Date Declared Record Date Payment Date Per Share Amount
2022
March 25, 2022 March 31, 2022 March 31, 2022 $ 0.438
June 27, 2022 June 30, 2022 June 30, 2022 0.438
September 22, 2022 September 30, 2022 September 30, 2022 0.438
December 16, 2022 December 30, 2022 December 30, 2022 0.438
Total $ 1.752
2023
March 23, 2023 March 31, 2023 March 31, 2023 $ 0.438
June 27, 2023 June 30, 2023 June 30, 2023 0.438
September 19, 2023 September 29, 2023 September 29, 2023 0.438
December 19, 2023 December 29, 2023 December 29, 2023 0.438
Total $ 1.752
2024
March 26, 2024 March 29, 2024 March 29, 2024 $ 0.438
June 25, 2024 June 28, 2024 June 28, 2024 0.438
September 26, 2024 September 30, 2024 September 30, 2024 0.438
December 11, 2024 December 31, 2024 December 31, 2024 0.438
Total $ 1.752
Company Stock Repurchase Program
On November 4, 2024, the Company's Board of Directors approved the continuation of the Company's $ 200 million stock repurchase program (the “Stock Repurchase Program”) until November 5, 2025, 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’s Stock Repurchase Program through December 31, 2024, the Company has repurchased 11,773,718 shares of the Company's common stock at an average cost of $ 13.40 per share, or $ 157,737 in the aggregate, resulting in accretion to net assets per share of $ 0.65 .
Changes in Net Assets
For the year ended December 31, 2024, there were no share repurchases. For the year ended December 31, 2023 and 2022, the Company repurchased and extinguished 265,195 and 2,082,318 shares for $ 3,993 and $ 28,457 , respectively. There were 111,321 shares of common stock issued for $ 2,003 related to dividend reinvestment during the year ended December 31, 2024. No shares were issued during the years ended December 31, 2023 and 2022.
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The following table summarizes capital activity during the year ended December 31, 2024:
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, 2024 2,000,000 $ 50,000 50,794,941 $ 508 $ 1,015,681 $ ( 1,633 ) $ 62,563 $ ( 149,754 ) $ ( 64,553 ) $ 912,812
Dividend reinvestment — — 111,321 1 2,002 — — — — 2,003
Net investment income (loss) — — — — — — 105,252 — — 105,252
Net realized gain (loss) — — — — — — — ( 39,753 ) — ( 39,753 )
Net change in unrealized appreciation (depreciation) — — — — — — — — 23,479 23,479
Dividends declared on common stock and preferred stock — — — — — — ( 98,589 ) — — ( 98,589 )
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — — — ( 3,375 ) — ( 786 ) 4,161 — —
Balance, December 31, 2024 2,000,000 $ 50,000 50,906,262 $ 509 $ 1,014,308 $ ( 1,633 ) $ 68,440 $ ( 185,346 ) $ ( 41,074 ) $ 905,204
The following table summarizes capital activity during the year ended December 31, 2023:
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, 2023 2,000,000 $ 50,000 51,060,136 $ 511 $ 1,022,224 $ ( 1,633 ) $ 43,097 $ ( 129,061 ) $ ( 67,715 ) $ 917,423
Repurchase of common stock — — ( 265,195 ) ( 3 ) ( 3,990 ) — — — — ( 3,993 )
Net investment income (loss) — — — — — — 109,971 — — 109,971
Net realized gain (loss) — — — — — — — ( 20,853 ) — ( 20,853 )
Net change in unrealized appreciation (depreciation) — — — — — — — — 3,162 3,162
Dividends declared on common stock and preferred stock — — — — — — ( 92,898 ) — — ( 92,898 )
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — — — ( 2,553 ) — 2,393 160 — —
Balance, December 31, 2023 2,000,000 $ 50,000 50,794,941 $ 508 $ 1,015,681 $ ( 1,633 ) $ 62,563 $ ( 149,754 ) $ ( 64,553 ) $ 912,812
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The following tables summarize capital activity during the year ended December 31, 2022:
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, 2022 2,000,000 $ 50,000 53,142,454 $ 532 $ 1,052,427 $ ( 1,633 ) $ 19,562 $ ( 123,297 ) $ ( 48,787 ) $ 948,804
Repurchase of common stock — — ( 2,082,318 ) ( 21 ) ( 28,436 ) — — — — ( 28,457 )
Net investment income (loss) — — — — — — 104,042 — — 104,042
Net realized gain (loss) — — — — — — — 523 — 523
Net change in unrealized appreciation (depreciation) — — — — — — — — ( 18,928 ) ( 18,928 )
Dividends declared on common stock and preferred stock — — — — — — ( 88,561 ) — — ( 88,561 )
Tax reclassification of stockholders’ equity in accordance with U.S. GAAP — — — — ( 1,767 ) — 8,054 ( 6,287 ) — —
Balance, December 31, 2022 2,000,000 $ 50,000 51,060,136 $ 511 $ 1,022,224 $ ( 1,633 ) $ 43,097 $ ( 129,061 ) $ ( 67,715 ) $ 917,423
Share Issuances
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 common stockholders who have “opted out” of the plan. 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.
The following table summarizes the Shares issued under the dividend reinvestment plan during the year ended December 31, 2024:
Shares Issued Total Consideration
For the year ended December 31, 2024
July 17, 2024 53,517 $ 977
October 17, 2024 57,804 1,026
Total 111,321 $ 2,003
No shares were issued under the dividend reinvestment plan during the years ended December 31, 2023 and 2022.
Earnings Per Share
The Company calculates earnings per share in accordance with ASC 260 . Basic earnings per share is calculated by dividing the net increase (decrease) in net assets resulting from operations, less preferred dividends, by the weighted average number of common shares outstanding for the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding using the if-converted method for the convertible Preferred Stock. Diluted earnings per share excludes all dilutive potential common shares if their effect is anti-dilutive.
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Basic and diluted earnings per common share were as follows:
For the years ended December 31,
2024 2023 2022
Basic Diluted Basic Diluted Basic Diluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 85,478 $ 88,978 $ 88,780 $ 92,280 $ 82,137 $ 85,637
Weighted-average common shares outstanding 50,831,205 56,468,099 50,817,659 56,311,555 52,112,420 57,482,099
Basic and diluted earnings per share $ 1.68 $ 1.58 $ 1.75 $ 1.64 $ 1.58 $ 1.49
The following table summarizes updates to the Company’s dividend policy as of December 31, 2024. The dividend policy is subject to change by the Board of Directors in its sole discretion at any time.
Record Date Base Dividend Per Share
September 30, 2020 $ 0.32
September 30, 2022 $ 0.34
December 30, 2022 $ 0.36
March 31, 2023 $ 0.37
March 29, 2024 $ 0.40
The following table summarizes the Company’s dividends declared on its common stock during the three most recent fiscal years:
Date Declared Record Date Payment Date Per Common Share Amount
February 18, 2022 March 31, 2022 April 15, 2022 $ 0.32
February 18, 2022 March 31, 2022 April 15, 2022 $ 0.08 (1)
May 2, 2022 June 30, 2022 July 15, 2022 $ 0.32
May 2, 2022 June 30, 2022 July 15, 2022 $ 0.08 (1)
August 8, 2022 September 30, 2022 October 14, 2022 $ 0.34
August 8, 2022 September 30, 2022 October 14, 2022 $ 0.06 (1)
October 31, 2022 December 30, 2022 January 16, 2023 $ 0.36
October 31, 2022 December 30, 2022 January 16, 2023 $ 0.08 (1)
February 21, 2023 March 31, 2023 April 14, 2023 $ 0.37
February 21, 2023 March 31, 2023 April 14, 2023 $ 0.07 (1)
May 4, 2023 June 30, 2023 July 18, 2023 $ 0.37
May 4, 2023 June 30, 2023 July 18, 2023 $ 0.07 (1)
August 3, 2023 September 29, 2023 October 17, 2023 $ 0.37
August 3, 2023 September 29, 2023 October 17, 2023 $ 0.07 (1)
November 2, 2023 December 29, 2023 January 18, 2024 $ 0.37
November 2, 2023 December 29, 2023 January 18, 2024 $ 0.07 (1)
February 20, 2024 March 29, 2024 April 17, 2024 $ 0.40
February 20, 2024 March 29, 2024 April 17, 2024 $ 0.08 (1)
May 2, 2024 June 28, 2024 July 17, 2024 $ 0.40
May 2, 2024 June 28, 2024 July 17, 2024 $ 0.07 (1)
August 1, 2024 September 30, 2024 October 17, 2024 $ 0.40
August 1, 2024 September 30, 2024 October 17, 2024 $ 0.07 (1)
November 4, 2024 December 31, 2024 January 17, 2025 $ 0.40
November 4, 2024 December 31, 2024 January 17, 2025 $ 0.05 (1)
(1) Represents a special/supplemental dividend.
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11. CONSOLIDATED FINANCIAL HIGHLIGHTS
The following is a schedule of consolidated financial highlights for the years ended December 31, 2024, 2023, 2022, 2021 and 2020:
For the years ended December 31,
2024 2023 2022 2021 2020
Per Common Share Data:
Net asset value per common share, beginning of year
$ 16.99 $ 16.99 $ 16.91 $ 15.39 $ 16.56
Net investment income (loss) (1)
2.00 2.10 1.93 1.53 1.54
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments, non-investment assets and liabilities, and forward currency contracts ( 0.32 ) ( 0.35 ) ( 0.35 ) 1.36 ( 1.46 )
Net increase (decrease) in net assets resulting from operations 1.68 1.75 1.58 2.89 0.08
Dividends declared (2)
( 1.87 ) ( 1.76 ) ( 1.64 ) ( 1.50 ) ( 1.47 )
Other (3)
— — 0.01 0.03 —
Accretion due to share repurchases — 0.01 0.13 0.10 0.22
Net asset value per common share, end of year
$ 16.80 $ 16.99 $ 16.99 $ 16.91 $ 15.39
Market price per common share, end of year
$ 17.93 $ 14.96 $ 14.31 $ 13.73 $ 10.26
Number of common shares outstanding, end of year
50,906,262 50,794,941 51,060,136 53,142,454 55,320,309
Total return based on net asset value (4)
10.21 % 12.59 % 13.00 % 19.62 % 1.81 %
Total return based on market price (5)
33.59 % 17.71 % 17.22 % 48.44 % ( 12.33 ) %
Net assets attributable to Common Stockholders, end of year
$ 855,204 $ 862,812 $ 867,423 $ 898,804 $ 851,363
Ratio to average net assets attributable to Common Stockholders:
Expenses before incentive fees 12.28 % 12.66 % 9.23 % 7.62 % 8.48 %
Expenses after incentive fees 14.80 % 15.29 % 11.65 % 9.63 % 10.59 %
Expenses gross of waiver, after incentive fees 14.80 % 15.29 % 11.65 % 9.63 % 10.59 %
Net investment income (loss) 12.23 % 12.77 % 11.75 % 9.91 % 10.08 %
Interest expense and credit facility fees 7.96 % 8.33 % 4.96 % 3.51 % 4.49 %
Ratios/Supplemental Data:
Asset coverage, end of year
183.16 % 183.40 % 176.79 % 181.94 % 182.09 %
Portfolio turnover 27.90 % 12.05 % 30.00 % 45.44 % 33.06 %
Weighted-average common shares outstanding 50,831,205 50,817,659 52,112,420 54,244,432 56,421,137
(1) Net investment income (loss) per common share was calculated as net investment income (loss) less the preferred dividend for the year divided by the weighted average number of common shares 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 common shares outstanding at each respective quarter-end date (refer to Note 10, Net Assets, to these consolidated financial statements).
(3) Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date.
(4) Total return based on net asset value (not annualized) 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.
(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.
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The following is a schedule of consolidated financial highlights for the years ended December 31, 2019, 2018, 2017, 2016 and 2015:
For the years ended December 31,
2019 2018 2017 2016 2015
Per Common Share Data:
Net asset value per common share, beginning of year $ 17.09 $ 18.12 $ 18.32 $ 18.14 $ 18.86
Net investment income (loss) (1)
1.79 1.73 1.74 1.65 1.43
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities ( 0.75 ) ( 1.10 ) ( 0.19 ) 0.20 ( 0.52 )
Net increase (decrease) in net assets resulting from operations 1.04 0.63 1.55 1.85 0.91
Dividends declared (2)
( 1.74 ) ( 1.68 ) ( 1.64 ) ( 1.68 ) ( 1.74 )
Other (3)
— — — — —
Accretion due to share repurchases 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 — — ( 0.11 ) 0.01 0.11
Net asset value per common share, end of year $ 16.56 $ 17.09 $ 18.12 $ 18.32 $ 18.14
Market price per common share, end of year $ 13.38 $ 12.40 $ 20.04 n/a n/a
Number of common shares outstanding, end of year 57,763,811 62,230,251 62,207,603 41,702,318 31,524,083
Total return based on net asset value (4)
7.08 % 3.59 % 7.86 % 10.25 % 5.41 %
Total return based on market price (5)
21.94 % ( 29.74 ) % 14.97 % n/a n/a
Net assets attributable to Common Stockholders, end of year $ 956,471 $ 1,063,218 $ 1,127,304 $ 764,137 $ 571,726
Ratio to average net assets attributable to Common Stockholders:
Expenses before incentive fees 8.79 % 6.77 % 5.25 % 5.46 % 5.11 %
Expenses after incentive fees 11.05 % 8.81 % 7.39 % 7.69 % 6.94 %
Expenses gross of waiver, after incentive fees 11.05 % 8.81 % 7.97 % 8.62 % 7.86 %
Net investment income (loss) 10.47 % 9.64 % 9.35 % 8.93 % 7.33 %
Interest expense and credit facility fees 5.22 % 3.57 % 2.69 % 2.85 % 2.37 %
Ratios/Supplemental Data:
Asset coverage, end of period 181.01 % 210.31 % 234.86 % 209.97 % 212.70 %
Portfolio turnover 38.97 % 45.88 % 49.18 % 32.39 % 26.04 %
Weighted-average common shares outstanding
60,189,502 62,533,614 52,997,450 36,152,390 24,830,200
(1) Net investment income (loss) per common share was calculated as net investment income (loss) less the preferred dividend for the year divided by the weighted average number of common shares 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 common shares outstanding at each respective quarter-end date (refer to Note 10, Net Assets, to these consolidated financial statements).
(3) Includes the impact of different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding and certain per share data based on the shares outstanding as of a period end or transaction date
(4) Total return based on net asset value (not annualized) 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.
(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.
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Senior Securities
Information about the Company’s senior securities is shown in the following table as of the end of each fiscal year ended December 31 since the Company 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, 2024 $ 1,028.4 $ 1,832.0 — N/A
December 31, 2023 $ 1,034.6 $ 1,834.0 — N/A
December 31, 2022 $ 1,129.6 $ 1,768.0 — N/A
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, 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, 2024 $ 213.4 $ 381.0 — N/A
December 31, 2023 $ 260.4 $ 462.0 — N/A
December 31, 2022 $ 440.4 $ 689.0 — N/A
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, 2023 $ 449.2 $ 796.0 — N/A
December 31, 2022 $ 449.2 $ 703.0 — N/A
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
2015-1N Debt (7)
December 31, 2024 $ 380.0 $ 677.0 — N/A
2019 Notes (8)
December 31, 2023 $ 115.0 $ 204.0 — N/A
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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)
December 31, 2022 $ 115.0 $ 180.0 — N/A
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, 2023 $ 75.0 $ 133.0 — N/A
December 31, 2022 $ 75.0 $ 117.0 — N/A
December 31, 2021 $ 75.0 $ 124.0 — N/A
December 31, 2020 $ 75.0 $ 132.0 — N/A
2028 Notes (10)
December 31, 2024 $ 85.0 $ 151.0 — 25.64
December 31, 2023 $ 85.0 $ 151.0 — 25.47
2030 Notes (11)
December 31, 2024 $ 300.0 $ 534.0 — N/A
Preferred Stock (12)
December 31, 2024 $ 50.0 $ 89.0 — N/A
December 31, 2023 $ 50.0 $ 89.0 — N/A
December 31, 2022 $ 50.0 $ 78.0 — N/A
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.
(2) Asset coverage per unit is the ratio of the carrying value of the Company’s 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 the Company’s 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 (except the 2028 Notes) are not registered for public trading. For the 2028 Notes, the amount represents the average of the daily closing prices on NASDAQ, for (a) the period from November 14, 2023 through December 31, 2023, (b) the entire 2024 fiscal year, with respect to the year end December 31, 2024.
(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, the Company closed on the Credit Facility.
(7) On June 26, 2015, the Company completed a $ 400 million term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by 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. On July 2, 2024, the 2015-1 Issuer refinanced the 2015-1R Notes with the 2015-1N Debt.
(8) On December 30, 2019, the Company closed a private offering of the 2019 Notes. On December 31, 2024, the 2019 Notes were repaid in full at maturity.
(9) On December 11, 2020, the Company closed a private offering of the 2020 Notes. On December 31, 2024, the 2020 Notes were repaid in full at maturity.
(10) On November 20, 2023, the Company completed a public offering of the 2028 Notes.
(11) On October 18, 2024, the Company completed a public offering of the 2030 Notes.
(12) On May 5, 2020, the Company issued the Preferred Stock .
12. SEGMENT REPORTING
The Company operates through a single operating and reporting segment with an investment objective to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. The chief operating decision maker (“CODM”) is the Company’s chief financial officer. The CODM assesses the performance of the Company and makes operating decisions on a consolidated basis, primarily based on the Company’s net increase in net assets resulting from operations (“net income”). The CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders, implementing investment policy decisions, strategic initiatives, and managing and assessing the Company’s portfolio. The CODM assesses performance for the segment and determines how to allocate resources based on net income. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
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13. 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, 2024 and 2023, 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.
14. 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, 2024 and 2023.
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, 2024 and 2023, the Company had filed tax returns. The Company’s federal tax returns are generally subject to examination by the Internal Revenue Service for a period of three years after they are filed.
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, 2024 and 2023, permanent differences primarily due to non-deductible excise tax, non-deductible offering costs, and the tax treatment of partnership investments resulted in a net increase in distributable earnings (loss) by $ 3,375 and $ 2,553 , respectively, and net decrease in additional paid-in capital in excess of par by $ 3,375 and $ 2,553 , 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, 2024, 2023, and 2022 was as follows:
For the years ended December 31,
2024 2023 2022
Ordinary income $ 98,589 $ 92,898 $ 88,561
Tax return of capital $ — $ — $ —
Income Tax Information and Distributions to Stockholders
As of December 31, 2024 and 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:
As of December 31,
2024 2023
Undistributed ordinary income $ 72,785 $ 63,107
Other book/tax temporary differences (1)
( 10 ) ( 525 )
Capital loss carryforwards ( 199,701 ) ( 153,369 )
Net unrealized appreciation (depreciation) on investments and currency unrealized appreciation (depreciation) on non-investment assets and liabilities (2)
( 31,054 ) ( 60,957 )
Total accumulated earnings (deficit) $ ( 157,980 ) $ ( 151,744 )
(1) Consists of the unamortized portion of organization costs as of December 31, 2024 and 2023, 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, return of capital distributions from underlying investments, the tax treatment of contingent payment debt instruments, and material modifications of investments.
As of December 31, 2024 and 2023, 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
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assets and liabilities were as follows:
As of December 31,
2024 2023
Cost of investments $ 1,839,769 $ 1,901,299
Gross unrealized appreciation 35,757 46,846
Gross unrealized depreciation ( 66,811 ) ( 107,803 )
Net unrealized appreciation (depreciation) $ ( 31,054 ) $ ( 60,957 )
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, 2024 and 2023, the Company had $ 199,701 and $ 153,369 , of capital loss carryforwards, respectively, of which $ 52,879 and $ 27,003 were short-term capital loss carryforwards, respectively, and $ 146,822 and $ 126,366 were long-term capital loss carryforwards, respectively.
15. MERGER WITH CSL III
Merger Agreement with CSL III
On August 2, 2024, the Company entered into the Merger Agreement with CSL III, Merger Sub, and, solely for the limited purposes set forth therein, the Advisors, pursuant to which, on the terms and subject to the conditions sets forth in the Merger Agreement, (i) Merger Sub will merge with and into CSL III, with CSL III continuing as the surviving company as a wholly owned subsidiary of the Company, and (ii) immediately thereafter, CSL III will merge with and into the Company, with the Company continuing as the surviving company. The Board of Directors of the Company and the board of trustees of CSL III, in each case, on the recommendation of a special committee comprised solely of certain independent directors or trustees of the Company or CSL III, as applicable, have approved the Merger Agreement and the transactions contemplated thereby. The parties to the Merger Agreement intend the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
At the effective time of the Merger (the “Effective Time”), upon the terms and subject to the conditions contained in the Merger Agreement, each common share of beneficial interest, $ 0.001 par value per share, of CSL III (“CSL III Common Shares”) issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries (the “Cancelled Shares”)) will be converted into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio (as defined below) and, if applicable, cash (without interest) in lieu of fractional shares of the Company’s common stock (the “Merger Consideration”).
As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of the Company and CSL III will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to CSL III, the “Closing CSL III Net Asset Value” and such calculation with respect to the Company, the “Closing CGBD Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “CSL III Per Share NAV”, which will be equal to the quotient of (i) the Closing CSL III Net Asset Value and (ii) the number of CSL III Common Shares issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “CGBD Per Share NAV”, which will be equal to the quotient of (i) the Closing CGBD Net Asset Value and (ii) the number of shares of the Company’s common stock issued and outstanding as of the Determination Date (taking into account the shares of the Company’s common stock to be issued as a result of the Preferred Stock Exchange (as defined below) as if the Preferred Stock Exchange had occurred as of the Determination Date).
The “Exchange Ratio” will be calculated as follows:
CGBD P/NAV at Merger Close Exchange Ratio Formula
CGBD P/NAV ≤ 100 %
CSL III Per Share NAV / CGBD Per Share NAV
100 % < CGBD P/NAV < 111 %
(CSL III Per Share NAV) x (1 + 50 % x (CGBD P/NAV-1)) /
CGBD Common Stock Price
CGBD P/NAV ≥ 111 %
(CSL III Per Share NAV x (1 + 5.5 %)) / CGBD Common Stock Price
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The Company and CSL III will update and redeliver the Closing CSL III Net Asset Value or the Closing CGBD Net Asset Value, respectively, in the event the closing of the Mergers is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the closing of the Mergers and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.
Preferred Stock Exchange and Lock-Up Agreement
Immediately prior to the Effective Time, upon the terms and subject to the conditions contained in the Preferred Stock Exchange Documents (as defined in the Merger Agreement), all shares of Preferred Stock issued and outstanding will be exchanged for such number of the Company’s common stock in a transaction exempt from registration under the Securities Act, as is equal to the quotient of (i) the aggregate liquidation preference of Preferred Stock and (ii) the Closing CGBD Net Asset Value per share (the “Preferred Stock Exchange”). Any accrued and unpaid dividends of the Preferred Stock thereon to the date of exchange, whether or not declared, will be paid to the holders of record in cash immediately prior to the Preferred Stock Exchange. After the Preferred Stock Exchange and the issuance of the Company’s common stock pursuant thereto, each share of Preferred Stock will cease to be outstanding, will be cancelled, will cease to exist and will thereafter represent only the rights afforded to the common stockholders following the closing of the Mergers.
At the closing of the Mergers, the Company and CIM, as the holder of record of Preferred Stock, will enter into the Lock-Up Agreement in substantially the form attached to the Merger Agreement (with such changes as may be mutually agreed by the Company and CIM), which will be effective as of the closing of the Mergers, in accordance with the terms and conditions more fully set forth in the form of Lock-Up Agreement (a “Lock-Up Agreement”).
In accordance with the terms of the Lock-Up Agreement, during the Restricted Period (as defined below), CIM may not transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge or otherwise dispose of or encumber (collectively, a “Transfer”) its shares of the Company’s common stock resulting from the Preferred Stock Exchange unless the Board of Directors consents to such Transfer and such Transfer is made in accordance with applicable securities and other laws. The “Restricted Period” will begin on the closing date and end on the date that is (i) 360 days after the closing date for one-third of the shares of the Company’s common stock issued to CIM as a result of the Preferred Stock Exchange, (ii) 540 days after the closing date for one-third of the shares of the Company’s common stock issued to CIM as a result of the Preferred Stock Exchange and (iii) 720 days after the closing date for one-third of the shares of Company’s common stock issued to CIM as a result of the Preferred Stock Exchange.
Consummation of the Mergers, which is expected to occur in the first fiscal quarter of 2025, is subject to certain closing conditions, including requisite approval of the Company’s stockholders and certain other customary closing conditions. Consummation of the Mergers is not subject to approval of the CSL III’s shareholders.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.
Additional information about the Merger Agreement, and the transactions contemplated thereby (including the Merger, the Preferred Stock Exchange and the Lock-Up Agreement) will be set forth in the Company’s proxy statement on Schedule 14A (the “Proxy Statement”) and registration statement on Form N-14 (the “Registration Statement”) that will include the Proxy Statement, an information statement with respect to CSL III and the Company’s prospectus that will be filed with the SEC.
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16. 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, 2025, the Board of Directors declared a base quarterly common stock dividend of $ 0.40 per share plus a supplemental common stock dividend of $ 0.05 per share, which are payable on April 17, 2025 to common stockholders of record on March 24, 2025.
On February 20, 2025, the Investment Advisory Agreement was amended after approval of the Board of Directors, including a majority of the Independent Directors, on February 18, 2025. The calculations for both net investment income incentive fee and the capital gains were amended to exclude any accretion of purchase discounts resulting from acquisition-related accounting adjustments, to the extent their inclusion would increase incentive fees.
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Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure
None.