UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, ~~2021~~2022


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

For the transition period to

Commission File No. 814-00995

~~TCG BDC, INC.~~Carlyle Secured Lending, Inc.

(Exact name of Registrant as specified in its charter)


Maryland						80-0789789
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

One Vanderbilt Avenue, Suite 3400, New York, NY 10017						(212) 813-4900
(Address of principal executive office) (Zip Code)						(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value	CGBD	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

x☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding at November ~~1, 2021~~7, 2022 was ~~53,548,646.~~51,363,799.

~~TCG BDC, INC.~~Carlyle Secured Lending, Inc.

INDEX



Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	3
	Consolidated Statements of Operations for the three and nine month periods ended September 30, 2022 and 2021 ~~and 2020~~ (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the nine month periods ended September 30, 2022 and 2021 ~~and 2020~~ (unaudited)	56
	Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2022 and 2021 ~~and 2020~~ (unaudited)	67
	Consolidated Schedules of Investments as of September 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	78
	Notes to Consolidated Financial Statements (unaudited)	3437
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7880
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~112~~114
Item 4.	Controls and Procedures	~~113~~115
Part II.	Other Information
Item 1.	Legal Proceedings	~~114~~116
Item 1A.	Risk Factors	~~114~~116
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~114~~116
Item 3.	Defaults Upon Senior Securities	~~114~~116
Item 4.	Mine Safety Disclosures	~~114~~117
Item 5.	Other Information	~~115~~117
Item 6.	Exhibits	~~115~~117
	Signatures	~~116~~118

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollar amounts in thousands, except per share data)


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
ASSETS	ASSETS	(unaudited)				ASSETS	(unaudited)
Investments, at fair value	Investments, at fair value					Investments, at fair value
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,669,617 and $1,574,182, respectively)		$	1,643,584	$	1,509,271
Investments—non-controlled/affiliated, at fair value (amortized cost of $38,582 and $37,571, respectively)		30,410		26,180
Investments—controlled/affiliated, at fair value (amortized cost of $288,056 and $311,213, respectively)		274,212		290,298
Total investments, at fair value (amortized cost of $1,996,255 and $1,922,966, respectively)		1,948,206		1,825,749
Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,696,613 and $1,631,067, respectively)						Investments—non-controlled/non-affiliated, at fair value (amortized cost of $1,696,613 and $1,631,067, respectively)	$	1,642,494	$	1,607,731
Investments—non-controlled/affiliated, at fair value (amortized cost of $44,477 and $38,462, respectively)						Investments—non-controlled/affiliated, at fair value (amortized cost of $44,477 and $38,462, respectively)	41,863		30,286
Investments—controlled/affiliated, at fair value (amortized cost of $271,097 and $288,024, respectively)						Investments—controlled/affiliated, at fair value (amortized cost of $271,097 and $288,024, respectively)	264,600		275,035
Total investments, at fair value (amortized cost of $2,012,187 and $1,957,553, respectively)						Total investments, at fair value (amortized cost of $2,012,187 and $1,957,553, respectively)	1,948,957		1,913,052
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	46,164		68,419		Cash, cash equivalents and restricted cash	68,644		93,074

Receivable for investment sold/repaid	Receivable for investment sold/repaid	23,235		4,313		Receivable for investment sold/repaid	4,884		530
Deferred financing costs	Deferred financing costs	3,256		3,633		Deferred financing costs	3,558		3,066
Interest receivable from non-controlled/non-affiliated investments	Interest receivable from non-controlled/non-affiliated investments	13,486		12,634		Interest receivable from non-controlled/non-affiliated investments	14,311		11,011
Interest receivable from non-controlled/affiliated investments	Interest receivable from non-controlled/affiliated investments	581		569		Interest receivable from non-controlled/affiliated investments	624		611
Interest and dividend receivable from controlled/affiliated investments	Interest and dividend receivable from controlled/affiliated investments	7,866		6,480		Interest and dividend receivable from controlled/affiliated investments	9,393		8,522
Prepaid expenses and other assets	Prepaid expenses and other assets	1,376		816		Prepaid expenses and other assets	3,661		1,484
Total assets	Total assets	$	2,044,170	$	1,922,613	Total assets	$	2,054,032	$	2,031,350
LIABILITIES	LIABILITIES					LIABILITIES
Secured borrowings (Note 7)	Secured borrowings (Note 7)	$	425,545	$	347,949	Secured borrowings (Note 7)	$	423,959	$	407,655
2015-1R Notes payable, net of unamortized debt issuance costs of $2,479 and $2,664, respectively (Note 8)		446,721		446,536
Senior Notes, net of unamortized debt issuance costs of $451 and $562, respectively (Note 8)		189,549		189,438
2015-1R Notes payable, net of unamortized debt issuance costs of $2,232 and $2,417, respectively (Note 8)						2015-1R Notes payable, net of unamortized debt issuance costs of $2,232 and $2,417, respectively (Note 8)	446,968		446,783
Senior Notes, net of unamortized debt issuance costs of $312 and $416, respectively (Note 8)						Senior Notes, net of unamortized debt issuance costs of $312 and $416, respectively (Note 8)	189,688		189,584
Payable for investments purchased	Payable for investments purchased	68		809		Payable for investments purchased	13,872		323

Interest and credit facility fees payable (Notes 7 and 8)	Interest and credit facility fees payable (Notes 7 and 8)	3,045		2,439		Interest and credit facility fees payable (Notes 7 and 8)	5,240		2,467
Dividend payable (Note 10)	Dividend payable (Note 10)	20,388		19,892		Dividend payable (Note 10)	20,625		20,705
Base management and incentive fees payable (Note 4)	Base management and incentive fees payable (Note 4)	11,752		11,549		Base management and incentive fees payable (Note 4)	13,748		11,819
Administrative service fees payable (Note 4)	Administrative service fees payable (Note 4)	661		85		Administrative service fees payable (Note 4)	1,409		482
Other accrued expenses and liabilities	Other accrued expenses and liabilities	2,047		2,553		Other accrued expenses and liabilities	2,872		2,728
Total liabilities	Total liabilities	1,099,776		1,021,250		Total liabilities	1,118,381		1,082,546
Commitments and contingencies (Notes 9 and 12)	Commitments and contingencies (Notes 9 and 12)					Commitments and contingencies (Notes 9 and 12)
EQUITY	EQUITY					EQUITY
NET ASSETS	NET ASSETS					NET ASSETS
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 and 2,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		50,000		50,000
Common stock, $0.01 par value; 198,000,000 shares authorized; 53,714,444 and 55,320,309 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		537		553
Cumulative convertible preferred stock, $0.01 par value; 2,000,000 and 2,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Cumulative convertible preferred stock, $0.01 par value; 2,000,000 and 2,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	50,000		50,000
Common stock, $0.01 par value; 198,000,000 shares authorized; 51,616,772 and 53,142,454 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively						Common stock, $0.01 par value; 198,000,000 shares authorized; 51,616,772 and 53,142,454 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	517		532
Paid-in capital in excess of par value	Paid-in capital in excess of par value	1,060,955		1,081,436		Paid-in capital in excess of par value	1,031,322		1,052,427
Offering costs	Offering costs	(1,633)		(1,633)		Offering costs	(1,633)		(1,633)
Total distributable earnings (loss)	Total distributable earnings (loss)	(165,465)		(228,993)		Total distributable earnings (loss)	(144,555)		(152,522)
Total net assets	Total net assets	$	944,394	$	901,363	Total net assets	$	935,651	$	948,804
NET ASSETS PER COMMON SHARE	NET ASSETS PER COMMON SHARE	$	16.65	$	15.39	NET ASSETS PER COMMON SHARE	$	17.16	$	16.91

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

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollar amounts in thousands, except per share data) (unaudited)

~~(unaudited)~~

For the three month periods ended For the nine month periods ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Investment income:
From non-controlled/non-affiliated investments:
Interest income $ 35,387 $ 34,789 $ 99,804 $ 112,290
Other income 750 2,110 4,618 8,001
Total investment income from non-controlled/non-affiliated investments 36,137 36,899 104,422 120,291
From non-controlled/affiliated investments:
Interest income 47 — 130 —
Other income 2 — 8 —
Total investment income from non-controlled/affiliated investments 49 — 138 —
From controlled/affiliated investments:
Interest income 46 135 157 3,563
Dividend income 7,523 5,750 22,539 14,750
Other income 7 — 10 —
Total investment income from controlled/affiliated investments 7,576 5,885 22,706 18,313
Total investment income 43,762 42,784 127,266 138,604
Expenses:
Base management fees (Note 4) 7,233 7,134 21,024 21,585
Incentive fees (Note 4) 4,516 4,322 13,193 14,075
Professional fees 836 937 2,444 2,282
Administrative service fees (Note 4) 400 167 1,057 539
Interest expense (Notes 7 and 8) 7,519 7,291 21,549 28,913
Credit facility fees (Note 7) 435 728 1,459 2,106
Directors’ fees and expenses 154 86 420 303
Other general and administrative 420 498 1,292 1,364
Total expenses 21,513 21,163 62,438 71,167
Net investment income (loss) before taxes 22,249 21,621 64,828 67,437
Excise tax expense 163 387 426 539
Net investment income (loss) 22,086 21,234 64,402 66,898
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments 7,565 (209) 11,181 (49,690)
Non-controlled/affiliated investments — — 2 —
Currency gains (losses) on non-investment assets and liabilities (9) (11) (147) 474
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments 4,574 12,906 38,828 (40,054)
Non-controlled/affiliated investments 1,683 — 3,219 —
Controlled/affiliated investments 9,730 2,134 7,087 (8,213)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities 1,991 (2,446) 1,820 (749)
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities 25,534 12,374 61,990 (98,232)
Net increase (decrease) in net assets resulting from operations 47,620 33,608 126,392 (31,334)
Preferred stock dividend 875 856 2,625 1,410
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 46,745 $ 32,752 $ 123,767 $ (32,744)
Basic and diluted earnings per common share (Note 10)
Basic $ 0.87 $ 0.58 $ 2.27 $ (0.58)
Diluted $ 0.80 $ 0.55 $ 2.11 $ (0.58)
Weighted-average shares of common stock outstanding (Note 10)
Basic 53,955,338 56,308,616 54,506,760 56,575,498
Diluted 59,230,725 61,571,773 59,782,147 56,575,498

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


	For the three month periods ended				For the nine month periods ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	36,245	$	32,946	$	97,986	$	92,920
PIK income	4,337		2,441		11,786		6,884
Other income	2,971		750		6,565		4,618
Total investment income from non-controlled/non-affiliated investments	43,553		36,137		116,337		104,422
From non-controlled/affiliated investments:
Interest income	1,254		47		1,350		130
PIK income	6,809		—		6,809		—
Other income	3		2		7		8
Total investment income from non-controlled/affiliated investments	8,066		49		8,166		138
From controlled/affiliated investments:
Interest income	—		46		3,873		157
Dividend income	7,524		7,523		22,572		22,539
Other income	—		7		272		10
Total investment income from controlled/affiliated investments	7,524		7,576		26,717		22,706
Total investment income	59,143		43,762		151,220		127,266
Expenses:
Base management fees (Note 4)	7,262		7,233		21,425		21,024
Incentive fees (Note 4)	6,451		4,516		16,137		13,193
Professional fees	787		836		2,322		2,444
Administrative service fees (Note 4)	470		400		1,337		1,057
Interest expense (Notes 7 and 8)	11,491		7,519		27,172		21,549
Credit facility fees (Note 7)	446		435		1,551		1,459
Directors’ fees and expenses	173		154		519		420
Other general and administrative	461		420		1,237		1,292
Total expenses	27,541		21,513		71,700		62,438
Net investment income (loss) before taxes	31,602		22,249		79,520		64,828
Excise tax expense	449		163		978		426
Net investment income (loss)	31,153		22,086		78,542		64,402
Net realized gain (loss) and net change in unrealized appreciation (depreciation):
Net realized gain (loss) on investments:
Non-controlled/non-affiliated investments	(4,508)		7,565		(586)		11,181
Non-controlled/affiliated investments	—		—		—		2
Controlled/affiliated investments	—		—		1,971		—
Currency gains (losses) on non-investment assets and liabilities	(71)		(9)		(478)		(147)
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments	1,899		4,574		(30,783)		38,828
Non-controlled/affiliated investments	1,974		1,683		5,562		3,219
Controlled/affiliated investments	1,922		9,730		6,492		7,087
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	5,461		1,991		12,458		1,820
Net realized and unrealized gain (loss) on investments and non-investment assets and liabilities	6,677		25,534		(5,364)		61,990
Net increase (decrease) in net assets resulting from operations	37,830		47,620		73,178		126,392
Preferred stock dividend	875		875		2,625		2,625
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders	$	36,955	$	46,745	$	70,553	$	123,767

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED STATEMENTS OF ~~CHANGES IN NET ASSETS~~OPERATIONS(continued)

(dollar amounts in ~~thousands)~~thousands, except per share data) (unaudited)

~~(unaudited)~~


Basic and diluted earnings per common share (Note 10)
Basic	$	0.71	$	0.87	$	1.35	$	2.27
Diluted	$	0.66	$	0.80	$	1.27	$	2.11
Weighted-average shares of common stock outstanding (Note 10)
Basic	51,863,022		53,955,338		52,388,355		54,506,760
Diluted	57,182,634		59,230,725		57,707,967		59,782,147

For the nine month periods ended
September 30, 2021 September 30, 2020
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss) $ 64,402 $ 66,898
Net realized gain (loss) 11,036 (49,216)
Net change in unrealized appreciation (depreciation) on investments 49,134 (48,267)
Net change in unrealized currency gains (losses) on non-investment assets and liabilities 1,820 (749)
Net increase (decrease) in net assets resulting from operations 126,392 (31,334)
Capital transactions:
Preferred stock issued — 50,000
Repurchase of common stock (20,497) (16,003)
Dividends declared on preferred and common stock (Note 10) (62,864) (63,912)
Net increase (decrease) in net assets resulting from capital share transactions (83,361) (29,915)
Net increase (decrease) in net assets 43,031 (61,249)
Net Assets at beginning of period 901,363 956,471
Net Assets at end of period $ 944,394 $ 895,222

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

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~CHANGES IN NET ASSETS

(dollar amounts in thousands)

(unaudited)

For the nine month periods ended
September 30, 2021 September 30, 2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 126,392 $ (31,334)
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 759 939
Net accretion of discount on investments (6,530) (5,510)
Paid-in-kind interest (6,958) (3,878)
Net realized (gain) loss on investments (11,183) 49,690
Net realized currency (gain) loss on non-investment assets and liabilities 147 (474)
Net change in unrealized (appreciation) depreciation on investments (49,134) 48,267
Net change in unrealized currency (gains) losses on non-investment assets and liabilities (1,820) 749
Cost of investments purchased and change in payable for investments purchased (628,333) (449,658)
Proceeds from sales and repayments of investments and change in receivable for investments sold/repaid 560,052 542,846
Changes in operating assets:
Interest receivable (864) (3,329)
Dividend receivable (1,386) 1,091
Prepaid expenses and other assets (560) (211)
Changes in operating liabilities:
Interest and credit facility fees payable 606 (3,359)
Base management and incentive fees payable 203 (1,763)
Administrative service fees payable 576 8
Other accrued expenses and liabilities (506) 1,173
Net cash provided by (used in) operating activities (18,539) 145,247
Cash flows from financing activities:
Proceeds from issuance of preferred stock — 50,000
Repurchase of common stock (20,497) (16,003)
Borrowings on SPV Credit Facility and Credit Facility 337,031 293,792
Repayments of SPV Credit Facility and Credit Facility (257,500) (397,484)
Debt issuance costs paid (382) (373)
Dividends paid in cash (62,368) (74,842)
Net cash provided by (used in) financing activities (3,716) (144,910)
Net increase (decrease) in cash, cash equivalents and restricted cash (22,255) 337
Cash, cash equivalents, and restricted cash, beginning of period 68,419 36,751
Cash, cash equivalents, and restricted cash, end of period $ 46,164 $ 37,088
Supplemental disclosures:
Interest paid during the period $ 21,750 $ 31,708
Taxes, including excise tax, paid during the period $ 641 $ 387
Dividends declared on preferred stock and common stock during the period $ 62,864 $ 63,912


	For the nine month periods ended
	September 30, 2022		September 30, 2021
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	78,542	$	64,402
Net realized gain (loss)	907		11,036
Net change in unrealized appreciation (depreciation) on investments	(18,729)		49,134
Net change in unrealized currency gains (losses) on non-investment assets and liabilities	12,458		1,820
Net increase (decrease) in net assets resulting from operations	73,178		126,392
Capital transactions:



Repurchase of common stock	(21,120)		(20,497)
Dividends declared on preferred and common stock (Note 10)	(65,211)		(62,864)
Net increase (decrease) in net assets resulting from capital share transactions	(86,331)		(83,361)
Net increase (decrease) in net assets	(13,153)		43,031
Net Assets at beginning of period	948,804		901,363
Net Assets at end of period	$	935,651	$	944,394

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

~~TCG BDC,~~

CARLYLE SECURED LENDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands) (unaudited)


	For the nine month periods ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	73,178	$	126,392
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	1,087		759
Net accretion of discount on investments	(7,934)		(6,530)
Paid-in-kind interest	(20,842)		(6,958)
Net realized (gain) loss on investments	(1,385)		(11,183)
Net realized currency (gain) loss on non-investment assets and liabilities	478		147
Net change in unrealized (appreciation) depreciation on investments	18,729		(49,134)
Net change in unrealized currency (gains) losses on non-investment assets and liabilities	(12,458)		(1,820)
Cost of investments purchased and change in payable for investments purchased	(503,881)		(628,333)
Proceeds from sales and repayments of investments and change in receivable for investments sold/repaid	488,122		560,052
Changes in operating assets:
Interest receivable	(3,313)		(864)
Dividend receivable	(871)		(1,386)
Prepaid expenses and other assets	(2,177)		(560)
Changes in operating liabilities:

Interest and credit facility fees payable	2,773		606
Base management and incentive fees payable	1,929		203
Administrative service fees payable	927		576
Other accrued expenses and liabilities	144		(506)
Net cash provided by (used in) operating activities	34,506		(18,539)
Cash flows from financing activities:

Repurchase of common stock	(21,120)		(20,497)
Borrowings on SPV Credit Facility and Credit Facility	313,511		337,031
Repayments of SPV Credit Facility and Credit Facility	(284,746)		(257,500)




Debt issuance costs paid	(1,290)		(382)
Dividends paid in cash	(65,291)		(62,368)
Net cash provided by (used in) financing activities	(58,936)		(3,716)
Net increase (decrease) in cash, cash equivalents and restricted cash	(24,430)		(22,255)
Cash, cash equivalents, and restricted cash, beginning of period	93,074		68,419
Cash, cash equivalents, and restricted cash, end of period	$	68,644	$	46,164
Supplemental disclosures:
Interest paid during the period	$	24,902	$	21,750
Taxes, including excise tax, paid during the period	$	774	$	641
Dividends declared on preferred stock and common stock during the period	$	65,211	$	62,864

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

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)			% of Net Assets			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
																																															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 (63.6% of fair value)
First Lien Debt (66.0% of fair value)															First Lien Debt (66.0% of fair value)
ADPD Holdings, LLC															ADPD Holdings, LLC		^*				(2)(3)(14)(15)		Consumer Services		SOFR		6.00%		8.69%		8/16/2022		8/15/2028		$	9,937		$	9,665		$	9,661		1.03	%
Advanced Web Technologies Holding Company	Advanced Web Technologies Holding Company	^*	(2)(3)(14)	Containers, Packaging & Glass	L + 5.75%	6.75%	12/17/2020	12/17/2026	$	5,945	$	5,784	$	6,037		0.64		%	Advanced Web Technologies Holding Company	^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		6.00%		8.99%		12/17/2020		12/17/2026			9,338			9,158			9,214			0.98
Airnov, Inc.	Airnov, Inc.	^*	(2)(3)(14)	Containers, Packaging & Glass	L + 5.00%	6.00%	12/20/2019	12/19/2025	3,024		2,982		3,024			0.32			Airnov, Inc.	^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.00%		8.58%		12/20/2019		12/19/2025			2,039			2,015			2,029			0.21
Allied Universal Holdco LLC	Allied Universal Holdco LLC	^	(2)(3)	Business Services	L + 4.25%	4.38%	2/17/2021	7/10/2026	499		501		499			0.05			Allied Universal Holdco LLC	^		(2)(3)		Business Services		LIBOR		4.25%		7.37%		2/17/2021		7/10/2026			494			496			433			0.05
Alpha Packaging Holdings, Inc.		^*	(2)(3)	Containers, Packaging & Glass	L + 6.00%	7.00%	6/26/2015	5/12/2022	2,697		2,697		2,697			0.29
Alpine SG, LLC		*	(2)(3)	High Tech Industries	L + 8.50%	9.50%	7/24/2020	11/16/2022	1,618		1,593		1,618			0.17
Alpine SG, LLC		*	(2)(3)	High Tech Industries	L + 6.50%	7.50%	11/2/2020	11/16/2022	13,796		13,555		13,756			1.46
Alpine Acquisition Corp II															Alpine Acquisition Corp II		^*				(2)(3)(14)(15)		Transportation: Cargo		SOFR		5.50%		8.42%		4/19/2022		11/30/2026		20,054			19,668			19,292			2.06
American Physician Partners, LLC	American Physician Partners, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	L + 6.75%, 1.50% PIK	9.25%	1/7/2019	12/21/2021	28,336		28,296		28,336			3.00			American Physician Partners, LLC	^*		(2)(3)(14)		Healthcare & Pharmaceuticals		LIBOR		6.75%, 3.50% PIK		13.39%		1/7/2019		10/21/2022			29,856			29,855			29,757			3.18
AMS Group HoldCo, LLC		^*	(2)(3)(14)	Transportation: Cargo	L + 6.00%	7.00%	9/29/2017	9/29/2023	19,229		19,063		19,229			2.04
Analogic Corporation	Analogic Corporation	^*	(2)(3)(14)	Capital Equipment	L + 5.25%	6.25%	6/22/2018	6/22/2024	2,344		2,320		2,322			0.25			Analogic Corporation	^*		(2)(3)(14)		Capital Equipment		LIBOR		5.25%		8.07%		6/22/2018		6/22/2024			2,459			2,443			2,395			0.25
Applied Technical Services, LLC	Applied Technical Services, LLC	^	(2)(3)(14)	Business Services	L + 5.75%	6.75%	12/29/2020	12/29/2026	392		381		392			0.04			Applied Technical Services, LLC	^		(2)(3)(14)		Business Services		LIBOR		5.75%		9.50%		12/29/2020		12/29/2026			530			520			526			0.06
Appriss Health, LLC	Appriss Health, LLC	^	(2)(3)(14)	Healthcare & Pharmaceuticals	L + 7.25%	8.25%	5/6/2021	5/6/2027	44,444		43,549		43,722			4.64			Appriss Health, LLC	^		(2)(3)(14)		Healthcare & Pharmaceuticals		LIBOR		7.25%		9.93%		5/6/2021		5/6/2027			36,877			36,234			35,954			3.83
Apptio, Inc.	Apptio, Inc.	^	(2)(3)(14)	Software	L + 7.25%	8.25%	1/10/2019	1/10/2025	6,132		6,037		6,188			0.66			Apptio, Inc.	^		(2)(3)(14)		Software		LIBOR		6.00%		8.46%		1/10/2019		1/10/2025			6,131			6,064			6,131			0.66
Ascend Buyer, LLC	Ascend Buyer, LLC	^	(2)(3)(14)	Containers, Packaging & Glass	L + 5.75%	6.50%	9/30/2021	9/30/2028	12,624		12,345		12,345			1.31			Ascend Buyer, LLC	^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.75%		9.42%		9/30/2021		9/30/2028			12,700			12,458			12,469			1.33
Associations, Inc.	Associations, Inc.	^	(2)(3)(14)	Construction & Building	L + 4.00%, 2.50% PIK	7.50%	7/2/2021	7/2/2027	7,301		7,183		7,346			0.78			Associations, Inc.	^		(2)(3)(14)		Construction & Building		LIBOR		4.00%, 2.50% PIK		9.88%		7/2/2021		7/2/2027			12,772			12,667			12,449			1.33
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^*	(2)(3)(7)	Software	L + 6.00%	7.00%	12/24/2019	12/24/2026	32,571		31,925		29,584			3.13			Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^*		(2)(3)(7)		Software		LIBOR		6.00%		8.78%		12/24/2019		12/24/2026			32,240			31,704			30,319			3.24
Avenu Holdings, LLC		*	(2)(3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2018	9/28/2024	13,580		13,473		13,580			1.44
Barnes & Noble, Inc.	Barnes & Noble, Inc.	^	(2)(3)(11)	Retail	L + 5.50%	6.50%	8/7/2019	8/7/2024	16,074		15,825		15,881			1.68			Barnes & Noble, Inc.	^		(2)(3)(11)		Retail		LIBOR		6.50%		11.36%		8/7/2019		12/20/2026			28,210			27,385			27,468			2.94
BlueCat Networks, Inc. (Canada)		*	(2)(3)(7)	High Tech Industries	L + 6.25%	7.25%	10/30/2020	10/30/2026	11,468		11,263		11,430			1.21
BlueCat Networks (USA) Inc.															BlueCat Networks (USA) Inc.		^				(2)(3)(14)		High Tech Industries		SOFR		5.75%		8.77%		8/8/2022		8/8/2028		3,165			3,089			3,087			0.33
BMS Holdings III Corp.	BMS Holdings III Corp.	^	(2)(3)(14)	Construction & Building	L + 5.50%	6.50%	9/30/2019	9/30/2026	—		(189)		(100)			(0.01)			BMS Holdings III Corp.	^		(2)(3)(14)		Construction & Building		LIBOR		5.50%		9.17%		9/30/2019		9/30/2026			—			(153)			(137)			(0.02)
Captive Resources Midco, LLC		^*	(2)(3)(14)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	6/30/2015	5/31/2025	10,223		10,096		10,223			1.08
Central Security Group, Inc.		^*	(2)(3)	Consumer Services	L + 6.00%	7.00%	10/16/2020	10/16/2025	9,208		9,208		8,816			0.93
Bubbles Bidco S.P.A. (Italy)															Bubbles Bidco S.P.A. (Italy)		^				(2)(3)(7)(14)		Consumer Goods: Non-Durable		LIBOR		9.25% (100% PIK)		10.42%		10/20/2021		10/20/2028		€	4,700		5,315			4,451			0.48
Bubbles Bidco S.P.A. (Italy)															Bubbles Bidco S.P.A. (Italy)		^				(2)(3)(7)(14)		Consumer Goods: Non-Durable		LIBOR		6.25%		7.42%		10/20/2021		10/20/2028		€	—		—			(91)			(0.01)
Chartis Holding, LLC	Chartis Holding, LLC	^*	(2)(3)(14)	Business Services	L + 5.50%	6.50%	5/1/2019	5/1/2025	695		684		695			0.07			Chartis Holding, LLC	^*		(2)(3)(14)		Business Services		LIBOR		5.25%		6.38%		5/1/2019		5/1/2025			688			680			684			0.07
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	^*	(2)(3)(7)(14)	Software	L + 4.50%	5.50%	8/30/2018	8/30/2024	467		467		465			0.05			Chemical Computing Group ULC (Canada)	^*		(2)(3)(7)(14)		Software		LIBOR		4.50%		7.64%		8/30/2018		8/30/2024			463			462			455			0.05
Chudy Group, LLC		^	(2)(3)(14)	Healthcare & Pharmaceuticals	L + 5.75%	6.75%	6/30/2021	6/30/2027	828		814		823			0.09
CircusTrix Holdings, LLC	CircusTrix Holdings, LLC	^*	(2)(3)	Hotel, Gaming & Leisure	L + 5.50%, 2.50% PIK	9.00%	2/2/2018	1/16/2024	10,485		10,460		9,037			0.96			CircusTrix Holdings, LLC	^*		(2)(3)		Leisure Products & Services		LIBOR		5.50%		8.62%		2/2/2018		1/16/2024			10,579			10,563			10,454			1.12
CircusTrix Holdings, LLC	CircusTrix Holdings, LLC	^	(2)(3)	Hotel, Gaming & Leisure	L + 5.50%, 2.50% PIK	9.00%	1/8/2021	7/16/2023	694		637		694			0.07			CircusTrix Holdings, LLC	^		(2)(3)		Leisure Products & Services		LIBOR		5.50%		8.62%		1/8/2021		7/16/2023			558			501			558			0.06
Cobblestone Intermediate Holdco LLC		^	(2)(3)	Consumer Services	L + 5.25%	6.25%	1/29/2020	1/29/2026	725		719		714			0.09
Comar Holding Company, LLC	Comar Holding Company, LLC	^*	(2)(3)(14)	Containers, Packaging & Glass	L + 5.75%	6.75%	6/18/2018	6/18/2024	27,978		27,660		27,958			2.96			Comar Holding Company, LLC	^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.75%		9.39%		6/18/2018		6/18/2024			26,239			26,032			24,978			2.67
Cority Software Inc. (Canada)															Cority Software Inc. (Canada)		^*				(2)(3)(7)(14)		Software		SOFR		5.50%		7.78%		7/2/2019		7/2/2026		10,435			10,283			10,317			1.09
Cority Software Inc. (Canada)															Cority Software Inc. (Canada)		^				(2)(3)(7)		Software		SOFR		7.50%		9.78%		9/3/2020		7/2/2026		1,864			1,825			1,855			0.20

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
Cority Software Inc. (Canada) ^* (2)(3)(7)(14) Software L + 5.00% 6.00% 7/2/2019 7/2/2026 $ 10,542 $ 10,350 $ 10,542 1.12 %
Cority Software Inc. (Canada) ^ (2)(3)(7) Software L + 7.00% 8.00% 9/3/2020 7/2/2026 1,883 1,835 1,912 0.20
DCA Investment Holding, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 6.25% 7.00% 3/11/2021 3/12/2027 10,390 10,220 10,387 1.10
Derm Growth Partners III, LLC ^ (2)(3)(8) Healthcare & Pharmaceuticals L + 6.25% 7.25% 5/31/2016 5/31/2022 55,936 52,257 34,856 3.69
DermaRite Industries, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 7.00% 8.00% 3/3/2017 3/3/2022 19,558 19,529 16,573 1.75
Designer Brands Inc. ^ (2)(3)(7) Retail L + 8.50% 9.75% 8/7/2020 8/7/2025 17,273 16,922 16,975 1.80
Diligent Corporation ^ (2)(3)(14) Telecommunications L + 6.25% 7.25% 8/4/2020 8/4/2025 605 588 620 0.07
DTI Holdco, Inc. ^ (2)(3) High Tech Industries L + 4.75% 5.75% 12/18/2018 9/30/2023 1,939 1,879 1,896 0.20
Dwyer Instruments, Inc ^* (2)(3)(14) Capital Equipment L + 5.50% 6.25% 7/21/2021 7/21/2027 12,248 11,979 12,127 1.28
Ellkay, LLC ^ (2)(3)(14) Healthcare & Pharmaceuticals L + 5.75% 6.75% 9/14/2021 9/14/2027 14,285 13,967 13,964 1.48
Emergency Communications Network, LLC ^* (2)(3) Telecommunications L + 2.625%, 5.125% PIK 8.75% 6/1/2017 6/1/2023 25,219 25,149 22,074 2.34
EPS Nass Parent, Inc. ^ (2)(3)(14) Utilities: Electric L + 5.75% 6.75% 4/19/2021 4/19/2028 855 836 846 0.09
Ethos Veterinary Health LLC ^ (2)(3) Consumer Services L + 4.75% 4.83% 5/17/2019 5/15/2026 2,593 2,574 2,593 0.27
EvolveIP, LLC ^* (2)(3)(14) Telecommunications L + 5.75% 6.75% 11/26/2019 6/7/2023 5,393 5,381 5,393 0.57
Frontline Technologies Holdings, LLC ^* (2)(3) Software L + 5.75% 6.75% 9/18/2017 9/18/2023 3,076 3,062 3,076 0.33
FWR Holding Corporation ^* (2)(3)(14) Beverage, Food & Tobacco L + 5.50%, 0.25% PIK 6.75% 8/21/2017 8/21/2023 34,678 34,403 34,678 3.67
Greenhouse Software, Inc. ^ (2)(3)(14) Software L + 6.50% 7.50% 3/1/2021 3/1/2027 15,196 14,847 14,992 1.59
Heartland Home Services, Inc ^ (2)(3)(14) Consumer Services L + 6.00% 7.00% 12/15/2020 12/15/2026 546 397 591 0.06
Hercules Borrower LLC ^* (2)(3)(14) Environmental Industries L + 6.50% 7.50% 12/14/2020 12/14/2026 18,499 18,023 18,912 2.00
Higginbotham Insurance Agency, Inc. ^ (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 11/25/2020 11/25/2026 4,776 4,711 4,826 0.51
iCIMS, Inc. ^ (2)(3) Software L + 6.50% 7.50% 9/12/2018 9/12/2024 1,671 1,650 1,683 0.18
Individual FoodService Holdings, LLC ^ (2)(3)(14) Wholesale L + 6.25% 7.25% 2/21/2020 11/22/2025 6,206 6,079 6,251 0.66
Infront Luxembourg Finance S.À R.L. (Luxembourg) ^ (2)(3)(7) Hotel, Gaming & Leisure L + 9.00% 9.00% 5/28/2021 5/28/2027 € 8,250 9,769 9,270 0.99
Integrity Marketing Acquisition, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 1/15/2020 8/27/2025 4,933 4,878 4,953 0.52
K2 Insurance Services, LLC ^* (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/3/2019 7/1/2026 3,373 3,299 3,312 0.35
Kaseya, Inc. ^ (2)(3)(14) High Tech Industries L + 4.00%, 3.00% PIK 8.00% 5/3/2019 5/3/2025 18,426 18,152 18,059 1.91
Lifelong Learner Holdings, LLC ^ (2)(3)(14) Business Services L + 5.75% 6.75% 10/18/2019 10/18/2026 25,014 24,635 23,227 2.46
LinQuest Corporation * (2)(3) Aerospace & Defense L + 5.75% 6.50% 7/28/2021 7/28/2028 10,000 9,804 9,908 1.05
Liqui-Box Holdings, Inc. ^ (2)(3)(14) Containers, Packaging & Glass L + 4.50% 5.50% 6/3/2019 6/3/2024 2,507 2,490 2,282 0.24


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

DCA Investment Holding LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	SOFR	6.00%	9.97%	3/11/2021	4/3/2028	$	13,876	$	13,715	$	13,353	1.43	%
Denali Midco 2, LLC	^	(2)(3)(14)(15)	Consumer Services	SOFR	6.50%	9.45%	9/15/2022	12/22/2027	7,143		6,845		6,843		0.73
Dermatology Associates	^	(2)(3)(15)	Healthcare & Pharmaceuticals	SOFR	6.25% (100% PIK)	9.95%	5/31/2016	12/31/2022	26,871		26,909		26,784		2.86
Dermatology Associates	^	(2)(3)(8)(11)	Healthcare & Pharmaceuticals	SOFR	9.50% (100% PIK)	12.77%	5/31/2016	12/31/2022	38,724		24,923		23,870		2.55
DermaRite Industries, LLC	^*	(2)(3)(8)	Healthcare & Pharmaceuticals	LIBOR	7.00% (100% PIK)	8.00%	3/3/2017	6/30/2023	20,766		20,775		13,534		1.45
Diligent Corporation	^	(2)(3)(14)	Telecommunications	LIBOR	6.25%	9.11%	8/4/2020	8/4/2025	670		657		648		0.07
Dwyer Instruments, Inc.	^*	(2)(3)(14)	Capital Equipment	LIBOR	6.00%	9.38%	7/21/2021	7/21/2027	3,860		3,784		3,789		0.40
Eliassen Group, LLC	^*	(2)(3)(14)	Business Services	SOFR	5.75%	9.30%	4/14/2022	4/14/2028	1,584		1,516		1,522		0.16
Ellkay, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	6.25%	9.52%	9/14/2021	9/14/2027	14,142		13,872		13,157		1.41
Emergency Communications Network, LLC	^*	(2)(3)	Telecommunications	SOFR	2.50%, 5.25% PIK	10.33%	6/1/2017	6/1/2024	26,200		26,162		22,474		2.39
EPS Nass Parent, Inc.	^	(2)(3)(14)	Utilities: Electric	LIBOR	5.75%	9.42%	4/19/2021	4/19/2028	914		898		888		0.09
EvolveIP, LLC	^*	(2)(3)(14)(15)	Telecommunications	SOFR	5.50%	9.20%	11/26/2019	6/7/2025	5,570		5,567		5,472		0.58
Excel Fitness Holdings, Inc.	^*	(2)(3)(14)(15)	Leisure Products & Services	SOFR	5.25%	8.08%	4/29/2022	4/29/2029	6,296		6,162		6,044		0.65
Excelitas Technologies Corp.	^	(2)(3)(14)(15)	Capital Equipment	SOFR	5.75%	8.58%	8/12/2022	8/12/2029	3,117		3,048		3,047		0.33
Excelitas Technologies Corp.	^	(2)(3)	Capital Equipment	EURIBOR	5.75%	6.08%	8/12/2022	8/12/2029	€	1,275	1,283		1,225		0.13
FPG Intermediate Holdco, LLC	^	(2)(3)(14)(15)	Consumer Services	SOFR	6.50%	9.20%	8/5/2022	3/5/2027	428		343		341		0.04
Frontline Technologies Holdings, LLC	^*	(2)(3)	Software	LIBOR	5.75%	8.89%	9/18/2017	9/18/2023	3,029		3,023		3,029		0.32
Greenhouse Software, Inc.	^	(2)(3)(14)	Software	SOFR	7.00%	9.95%	3/1/2021	9/1/2028	32,796		32,040		31,815		3.40
Guidehouse LLP	^	(2)(3)	Sovereign & Public Finance	LIBOR	6.25%	9.37%	9/30/2022	10/16/2028	80		78		78		0.01
Hadrian Acquisition Limited (United Kingdom)	^	(2)(3)(7)	Diversified Financial Services	SONIA	5.26%, 3.47% PIK	10.92%	2/28/2022	2/28/2029	£	14,550	18,934		15,800		1.69
Hadrian Acquisition Limited (United Kingdom)	^	(2)(3)(7)(14)	Diversified Financial Services	SONIA	5.00%, 2.75% PIK	9.94%	2/28/2022	2/28/2029	£	3,317	3,773		3,530		0.38
Harbour Benefit Holdings, Inc.	^*	(2)(3)(14)	Business Services	LIBOR	5.25%	8.79%	12/13/2017	12/13/2024	3,012		2,984		2,990		0.32
Heartland Home Services, Inc	^	(2)(3)(14)	Consumer Services	LIBOR	5.75%	8.80%	2/10/2022	12/15/2026	6,933		6,802		6,691		0.72
Heartland Home Services, Inc	^*	(2)(3)(14)	Consumer Services	LIBOR	6.00%	9.12%	12/15/2020	12/15/2026	7,207		7,140		7,146		0.76
Hercules Borrower LLC	^*	(2)(3)(14)	Environmental Industries	LIBOR	6.50%	10.62%	12/14/2020	12/14/2026	18,543		18,121		18,064		1.93
Higginbotham Insurance Agency, Inc.	^	(2)(3)	Diversified Financial Services	LIBOR	5.25%	8.37%	11/25/2020	11/25/2026	441		426		433		0.05

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
LVF Holdings, Inc. ^* (2)(3)(14) Beverage, Food & Tobacco L + 6.25% 7.25% 6/10/2021 6/10/2027 $ 40,218 $ 39,312 $ 39,666 4.20 %
Mailgun Technologies, Inc. ^* (2)(3)(14) High Tech Industries L + 5.00% 6.00% 3/26/2019 3/26/2025 3,231 3,171 3,231 0.34
Material Holdings, LLC ^* (2)(3)(14) Business Services L + 5.75% 6.50% 8/19/2021 8/19/2027 14,770 14,421 14,417 1.53
Maverick Acquisition, Inc. ^* (2)(3)(14) Aerospace & Defense L + 6.00% 7.00% 6/1/2021 6/1/2027 35,892 34,964 35,287 3.74
MMIT Holdings, LLC ^ (2)(3)(14) High Tech Industries L + 6.25% 7.25% 9/15/2021 9/15/2027 10,992 10,755 10,752 1.14
National Technical Systems, Inc. ^ (2)(3)(14) Aerospace & Defense L + 5.50% 6.50% 10/28/2020 6/12/2023 1,169 1,151 1,184 0.14
NES Global Talent Finance US, LLC (United Kingdom) ^ (2)(3)(7) Energy: Oil & Gas L + 5.50% 6.50% 5/9/2018 5/11/2023 9,713 9,649 9,389 0.99
NMI AcquisitionCo, Inc. ^* (2)(3)(14) High Tech Industries L + 5.00% 6.00% 9/6/2017 9/6/2023 40,440 40,264 39,814 4.22
Performance Health Holdings, Inc. * (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 7/12/2021 7/12/2027 7,200 7,060 7,099 0.75
PF Growth Partners, LLC ^* (2)(3) Hotel, Gaming & Leisure L + 5.00% 6.00% 7/1/2019 7/11/2025 8,060 7,978 7,874 0.83
PPT Management Holdings, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00%, 2.00% PIK 9.00% 12/15/2016 12/16/2022 28,285 28,235 24,569 2.60
PricewaterhouseCoopers Public Sector LLP ^ (2)(3)(14) Aerospace & Defense L + 3.25% 3.38% 5/1/2018 5/1/2023 — (50) (16) 0.01
Product Quest Manufacturing, LLC ^ (2)(3)(8) Containers, Packaging & Glass L + 6.75% 10.00% 9/21/2017 3/31/2021 840 840 423 0.04
Prophix Software Inc. (Canada) ^ (2)(3)(7)(14) Software L + 6.50% 7.50% 2/1/2021 2/1/2026 10,963 10,727 11,352 1.20
Quantic Electronics, LLC ^* (2)(3)(14) Aerospace & Defense L + 6.25% 7.25% 11/19/2020 11/19/2026 14,661 14,356 14,463 1.53
Quantic Electronics, LLC ^* (2)(3)(14) Aerospace & Defense L + 6.25% 7.25% 3/1/2021 3/1/2027 8,916 8,686 8,767 0.93
QW Holding Corporation ^* (2)(3) Environmental Industries L + 6.25% 7.25% 8/31/2016 8/31/2024 42,783 42,583 41,962 4.45
Redwood Services Group, LLC ^* (2)(3)(14) High Tech Industries L + 6.00% 7.00% 11/13/2018 6/6/2023 6,116 6,058 6,116 0.65
Redwood Services Group, LLC * (2)(3) High Tech Industries L + 8.50% 9.50% 8/14/2020 6/6/2023 3,448 3,383 3,448 0.37
Redwood Services Group, LLC ^* (2)(3) High Tech Industries L + 7.25% 8.25% 10/19/2020 6/6/2023 17,486 17,240 17,486 1.85
Regency Entertainment, Inc. ^ (2)(3) Media: Diversified & Production L + 6.75% 7.75% 5/22/2020 10/22/2025 20,000 19,683 19,666 2.08
Reladyne, Inc. * (2)(3) Wholesale L + 5.00% 6.00% 8/21/2020 7/22/2024 10,049 10,006 9,902 1.05
Riveron Acquisition Holdings, Inc. * (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2019 5/22/2025 11,430 11,282 11,430 1.21
RSC Acquisition, Inc. ^ (2)(3)(14) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2019 11/1/2026 6,037 5,939 6,037 0.64
Sapphire Convention, Inc. ^* (2)(3)(14) Telecommunications L + 6.25% 7.25% 11/20/2018 11/20/2025 30,045 29,645 26,209 2.77
Smile Doctors, LLC ^* (2)(3)(14) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2017 10/6/2022 16,802 16,769 16,802 1.78
Southern Graphics, Inc. ^ (2)(3)(11) Media: Advertising, Printing & Publishing L + 6.50% 7.50% 10/30/2020 10/23/2023 9,959 9,806 9,690 1.03
SPay, Inc. ^* (2)(3)(14) Hotel, Gaming & Leisure L + 2.30%, 6.95% PIK 10.25% 6/15/2018 6/17/2024 22,569 22,356 19,848 2.10
Speedstar Holding LLC ^* (2)(3)(14) Automotive L + 7.00% 8.00% 1/22/2021 1/22/2027 27,294 26,731 27,679 2.93
Superior Health Linens, LLC ^* (2)(3)(14) Business Services L + 6.50% 7.50% 9/30/2016 12/31/2021 14,889 14,889 14,889 1.58


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

Hoosier Intermediate, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	5.50%	8.56%	11/15/2021	11/15/2028	$	10,734	$	10,514	$	10,109	1.08	%
HS Spa Holdings Inc.	^	(2)(3)(14)	Consumer Services	SOFR	5.75%	7.51%	6/2/2022	6/2/2029	8,627		8,437		8,348		0.89
iCIMS, Inc.	^	(2)(3)(14)	Software	SOFR	6.75%	9.48%	8/18/2022	8/18/2028	25,540		25,058		24,932		2.66
Individual FoodService Holdings, LLC	^*	(2)(3)(14)	Wholesale	LIBOR	6.25%	9.48%	2/21/2020	11/22/2025	12,261		12,009		12,085		1.28
Infront Luxembourg Finance S.À R.L. (Luxembourg)	^	(2)(3)(7)	Leisure Products & Services	LIBOR	9.00%	9.54%	5/28/2021	5/28/2027	€	8,250	9,795		7,924		0.85
Integrity Marketing Acquisition, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.50%	8.00%	12/3/2021	8/27/2025	430		425		409		0.04
IQN Holding Corp.	^	(2)(3)(14)	Business Services	SOFR	5.50%	8.41%	5/2/2022	5/2/2029	6,783		6,708		6,733		0.72
Jeg's Automotive, LLC	^*	(2)(3)(14)	Automotive	LIBOR	5.75%	9.34%	12/22/2021	12/22/2027	19,992		19,550		19,195		2.05
K2 Insurance Services, LLC	^*	(2)(3)(14)	Diversified Financial Services	LIBOR	5.00%	8.63%	7/3/2019	7/1/2026	3,339		3,288		3,322		0.36
Kaseya, Inc.	^	(2)(3)(14)	High Tech Industries	SOFR	5.75%	8.28%	6/23/2022	6/23/2029	35,453		34,704		34,594		3.70
Lifelong Learner Holdings, LLC	^*	(2)(3)(14)	Business Services	LIBOR	5.75%	8.56%	10/18/2019	10/18/2026	26,025		25,700		24,563		2.63
LinQuest Corporation	*	(2)(3)	Aerospace & Defense	LIBOR	5.75%	9.10%	7/28/2021	7/28/2028	9,900		9,729		9,219		0.99
Liqui-Box Holdings, Inc.	^	(2)(3)(14)	Containers, Packaging & Glass	LIBOR	4.50%	8.76%	6/3/2019	6/3/2024	2,086		2,076		1,919		0.21
LVF Holdings, Inc.	^*	(2)(3)(14)	Beverage & Food	LIBOR	6.25%	9.91%	6/10/2021	6/10/2027	41,629		40,861		38,542		4.12
Material Holdings, LLC	^*	(2)(3)(14)(15)	Business Services	SOFR	6.00%	9.64%	8/19/2021	8/19/2027	8,101		7,957		7,667		0.82
Maverick Acquisition, Inc.	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.25%	9.92%	6/1/2021	6/1/2027	35,712		35,035		31,230		3.34
Medical Manufacturing Technologies, LLC	^*	(2)(3)(14)(15)	Healthcare & Pharmaceuticals	SOFR	5.75%	9.40%	12/23/2021	12/23/2027	22,689		22,135		22,076		2.36
MMIT Holdings, LLC	^*	(2)(3)(14)	High Tech Industries	LIBOR	6.25%	9.92%	9/15/2021	9/15/2027	11,053		10,851		11,005		1.18
NEFCO Holding Company LLC	^*	(2)(3)(14)(15)	Construction & Building	SOFR	6.50%	9.22%	8/5/2022	8/5/2028	5,525		5,384		5,383		0.58
NES Global Talent Finance US, LLC (United Kingdom)	^	(2)(3)(7)	Energy: Oil & Gas	LIBOR	5.50%	8.31%	5/9/2018	5/11/2023	9,612		9,587		9,592		1.03
NMI AcquisitionCo, Inc.	^*	(2)(3)(14)	High Tech Industries	LIBOR	5.75%	8.87%	9/6/2017	9/6/2025	40,019		39,956		39,040		4.17
North Haven Fairway Buyer, LLC	^*	(2)(3)(14)	Consumer Services	LIBOR	5.75%	8.65%	5/17/2022	5/17/2028	21,320		20,863		20,825		2.23
Oak Purchaser, Inc.	^	(2)(3)(14)	Business Services	SOFR	5.50%	9.48%	4/28/2022	4/28/2028	5,851		5,777		5,810		0.62
Performance Health Holdings, Inc.	*	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.00%	9.75%	7/12/2021	7/12/2027	6,444		6,337		6,377		0.68
PF Atlantic Holdco 2, LLC	^	(2)(3)(14)	Leisure Products & Services	LIBOR	5.50%	8.77%	11/12/2021	11/12/2027	2,106		1,857		1,856		0.20
PF Growth Partners, LLC	*	(2)(3)	Leisure Products & Services	LIBOR	5.00%	7.71%	7/1/2019	7/11/2025	7,977		7,916		7,900		0.84
PPT Management Holdings, LLC	^	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	8.50% (100.00% PIK)	12.25%	12/15/2016	12/16/2022	28,665		28,656		22,762		2.43

910

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value (5)
% of Net Assets
T2 Systems, Inc. ^* (2)(3)(14) Transportation: Consumer L + 6.75% 7.75% 9/28/2016 9/28/2022 $ 26,397 $ 26,252 $ 26,397 2.79 %
TCFI Aevex LLC ^* (2)(3)(14) Aerospace & Defense L + 6.00% 7.00% 3/18/2020 3/18/2026 11,192 10,993 9,903 1.05
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B ^ (2)(3)(7) Banking, Finance, Insurance & Real Estate L + 6.25%, 2.50% PIK 9.50% 7/23/2019 6/30/2024 £ 21,034 25,930 28,271 2.99
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C ^ (2)(3)(7)(14) Banking, Finance, Insurance & Real Estate L + 6.25%, 2.50% PIK 9.50% 7/23/2019 6/30/2024 £ 6,089 7,739 9,331 0.99
Trafigura Trading LLC ^ (2)(3)(13) (14) Metals & Mining L + 8.40% 8.75% 7/26/2021 7/18/2022 6,223 6,074 6,073 0.64
Trump Card, LLC ^* (2)(3)(14) Transportation: Cargo L + 4.50% 5.50% 6/26/2018 4/21/2022 8,519 8,507 8,431 0.89
Turbo Buyer, Inc. ^* (2)(3)(14) Automotive L + 5.75% 6.75% 12/2/2019 12/2/2025 20,429 20,032 19,996 2.12
Tweddle Group, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 9/17/2018 9/17/2023 1,515 1,503 1,450 0.15
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 € 4,621 4,909 5,286 0.55
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 11.00% PIK 11.00% 10/22/2020 9/15/2026 € 736 832 842 0.09
US INFRA SVCS Buyer, LLC ^* (2)(3)(14) Environmental Industries L + 6.50% 7.50% 4/13/2020 4/13/2026 7,929 7,441 7,277 0.77
USLS Acquisition, Inc. ^ (2)(3)(14) Business Services L + 5.75% 6.75% 11/30/2018 11/30/2024 21,283 21,017 20,634 2.18
Westfall Technik, Inc. ^* (2)(3)(14) Chemicals, Plastics & Rubber L + 5.75% 6.75% 9/13/2018 9/13/2024 27,743 27,530 27,002 2.86
Westfall Technik, Inc. ^ (2)(3) Chemicals, Plastics & Rubber L + 6.25% 7.25% 7/1/2021 9/13/2024 4,970 4,874 4,842 0.51
Yellowstone Buyer Acquisition, LLC ^ (2)(3) Durable Consumer Goods L + 5.75% 6.75% 9/13/2021 9/13/2027 450 441 441 0.05
YLG Holdings, Inc. ^ (2)(3)(14) Consumer Services L + 6.00% 7.00% 9/30/2020 11/1/2025 1,883 1,831 1,903 0.20
Zemax Software Holdings, LLC ^ (2)(3)(14) Software L + 5.75% 6.75% 6/25/2018 6/25/2024 6,226 6,170 6,226 0.66
Zenith Merger Sub, Inc. ^* (2)(3)(14) Business Services L + 5.25% 6.25% 12/13/2017 12/13/2024 10,520 10,449 10,520 1.11
First Lien Debt Total $ 1,269,406 $ 1,238,349 131.13 %
Second Lien Debt (18.1% of fair value)
11852604 Canada Inc. (Canada) ^ (2)(3)(7) Healthcare & Pharmaceuticals L + 9.50% 10.50% 9/30/2021 9/30/2028 $ 6,590 $ 6,425 $ 6,425 0.68 %
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3)(7) Aerospace & Defense L + 8.25% 9.25% 1/17/2020 1/17/2028 24,814 24,345 25,744 2.73
Aimbridge Acquisition Co., Inc. ^ (2)(3) Hotel, Gaming & Leisure L + 7.50% 7.59% 2/1/2019 2/1/2027 9,241 9,118 8,567 0.91
AP Plastics Acquisition Holdings, LLC ^ (2)(3) Chemicals, Plastics & Rubber L + 7.50% 8.25% 8/10/2021 8/10/2029 38,180 37,143 37,130 3.93
AQA Acquisition Holdings, Inc. ^* (2)(3) High Tech Industries L + 7.50% 8.00% 3/3/2021 3/3/2029 35,000 34,168 34,539 3.66
Brave Parent Holdings, Inc. ^* (2)(3) Software L + 7.50% 7.58% 10/3/2018 4/19/2026 18,197 17,902 18,197 1.93
Drilling Info Holdings, Inc. ^ (2)(3) Energy: Oil & Gas L + 8.25% 8.33% 2/11/2020 7/30/2026 18,600 18,195 18,786 1.99


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

Project Castle, Inc.	^	(2)(3)	Capital Equipment	SOFR	5.50%	9.05%	6/24/2022	6/1/2029	$	7,500	$	6,739	$	6,319	0.68	%
Prophix Software Inc. (Canada)	^	(2)(3)(7)(14)	Software	LIBOR	6.50%	9.31%	2/1/2021	2/1/2026	10,963		10,760		11,014		1.18
PXO Holdings I Corp.	^*	(2)(3)(14)(15)	Chemicals, Plastics & Rubber	SOFR	5.25%	8.21%	3/8/2022	3/8/2028	17,111		16,756		16,494		1.76
Quantic Electronics, LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.25%	9.91%	11/19/2020	11/19/2026	15,067		14,815		14,481		1.55
Quantic Electronics, LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.25%	9.89%	3/1/2021	3/1/2027	9,854		9,664		9,413		1.01
QW Holding Corporation	^*	(2)(3)	Environmental Industries	LIBOR	5.50%	8.05%	8/31/2016	8/31/2026	32,362		32,313		31,785		3.40
Regency Entertainment, Inc.	^	(2)(3)	Media: Diversified & Production	LIBOR	6.75%	9.75%	5/22/2020	10/22/2025	20,000		19,747		19,746		2.11
Riveron Acquisition Holdings, Inc.	*	(2)(3)	Diversified Financial Services	LIBOR	5.75%	9.42%	5/22/2019	5/22/2025	1,680		1,650		1,680		0.18
RSC Acquisition, Inc.	^	(2)(3)(14)(15)	Diversified Financial Services	SOFR	5.50%	8.38%	11/1/2019	11/1/2026	10,905		10,772		10,376		1.11
Sapphire Convention, Inc.	^*	(2)(3)(14)	Telecommunications	LIBOR	6.25%	9.77%	11/20/2018	11/20/2025	28,462		28,160		26,729		2.86
Smarsh Inc.	^	(2)(3)(14)	Software	SOFR	6.50%	10.05%	2/18/2022	2/18/2029	6,530		6,372		6,109		0.65
SPay, Inc.	^*	(2)(3)	Leisure Products & Services	LIBOR	5.75%, 3.50% PIK	12.34%	6/15/2018	6/17/2024	24,252		24,117		21,683		2.32
Speedstar Holding, LLC	^*	(2)(3)	Automotive	LIBOR	7.00%	10.07%	1/22/2021	1/22/2027	26,763		26,353		26,697		2.85
Spotless Brands, LLC	^*	(2)(3)(14)(15)	Consumer Services	SOFR	6.50%	9.09%	6/21/2022	7/25/2028	31,468		30,793		30,465		3.26
Tank Holding Corp.	^*	(2)(3)(14)(15)	Capital Equipment	SOFR	5.75%	8.88%	3/31/2022	3/31/2028	37,836		37,100		36,576		3.91
TCFI Aevex LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.00%	8.69%	3/18/2020	3/18/2026	11,075		10,918		8,894		0.95
The Carlstar Group LLC	^*	(2)(3)(14)(15)	Automotive	SOFR	6.50%	9.15%	7/8/2022	7/8/2027	14,629		14,252		14,267		1.52
TIBCO Software Inc.	^	(2)(3)	High Tech Industries	SOFR	4.50%	8.09%	9/30/2022	3/31/2029	15,000		13,650		13,441		1.44
Trafigura Trading LLC	^	(2)(3)(13)(14)(15)	Metals & Mining	SOFR	8.35%	12.11%	7/26/2021	10/5/2022	6,871		6,765		6,796		0.73
Tufin Software North America, Inc.	^	(2)(3)(14)(15)	Software	SOFR	7.00%	10.06%	8/17/2022	8/17/2028	26,851		26,297		26,282		2.81
Turbo Buyer, Inc.	^	(2)(3)(14)	Automotive	LIBOR	6.00%	8.88%	12/2/2019	12/2/2025	—		(93)		(117)		(0.01)
U.S. Legal Support, Inc.	^*	(2)(3)(14)(15)	Business Services	SOFR	5.75%	9.29%	11/30/2018	11/30/2024	15,557		15,385		15,244		1.63
Unifrutti Financing PLC (Cyprus)	^	(7)	Beverage & Food	FIXED	7.50%, 1.00% PIK	8.50%	9/15/2019	9/15/2026	€	4,668	4,988		4,517		0.48
Unifrutti Financing PLC (Cyprus)	^	(7)	Beverage & Food	FIXED	11.00% (100% PIK)	11.00%	10/22/2020	9/15/2026	€	821	928		835		0.09
US INFRA SVCS Buyer, LLC	^	(2)(3)	Environmental Industries	LIBOR	6.50%, 0.25% PIK	8.78%	4/13/2020	4/13/2026	9,078		8,965		8,622		0.92
USALCO, LLC	*	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	9.67%	10/19/2021	10/19/2027	993		975		954		0.10
USR Parent Inc.	^	(2)(3)	Retail	SOFR	7.60%	10.11%	4/22/2022	4/25/2027	4,333		4,293		4,148		0.44

1011

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)			% of Net Assets			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
																																																			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
Westfall Technik, Inc.															Westfall Technik, Inc.		^*				(2)(3)(15)		Chemicals, Plastics & Rubber		SOFR		6.25%		9.80%		9/13/2018		9/13/2024		$	21,549			$	21,429			$	21,116			2.26	%
Westfall Technik, Inc.															Westfall Technik, Inc.		^				(2)(3)(15)		Chemicals, Plastics & Rubber		SOFR		6.25%		9.80%		7/1/2021		9/13/2024		4,970				4,888				4,870				0.52
Wineshipping.com LLC															Wineshipping.com LLC		^*				(2)(3)(14)		Beverage & Food		LIBOR		5.75%		7.63%		10/29/2021		10/29/2027		4,598				4,464				4,215				0.45
Yellowstone Buyer Acquisition, LLC															Yellowstone Buyer Acquisition, LLC		^				(2)(3)		Consumer Goods: Durable		LIBOR		5.75%		8.80%		9/13/2021		9/13/2027		446				438				427				0.05
YLG Holdings, Inc.															YLG Holdings, Inc.		^				(2)(3)		Consumer Services		LIBOR		5.00%		7.78%		9/30/2020		11/1/2025		1,966				1,921				1,961				0.21
First Lien Debt Total															First Lien Debt Total																								$	1,336,448			$	1,286,731			137.52	%

Second Lien Debt (13.5% of fair value)															Second Lien Debt (13.5% of fair value)
11852604 Canada Inc. (Canada)															11852604 Canada Inc. (Canada)		^				(2)(3)(7)		Healthcare & Pharmaceuticals		LIBOR		9.50% (100% PIK)		13.17%		9/30/2021		9/30/2028		$	7,343			$	7,201			$	7,141			0.76	%
AI Convoy S.A.R.L (United Kingdom)															AI Convoy S.A.R.L (United Kingdom)		^				(2)(3)(7)		Aerospace & Defense		LIBOR		8.25%		9.80%		1/17/2020		1/17/2028		24,814				24,402				25,806				2.76
Aimbridge Acquisition Co., Inc.															Aimbridge Acquisition Co., Inc.		^				(2)(3)		Leisure Products & Services		LIBOR		7.50%		10.06%		2/1/2019		2/1/2027		9,241				9,138				8,105				0.87
AP Plastics Acquisition Holdings, LLC															AP Plastics Acquisition Holdings, LLC		^				(2)(3)		Chemicals, Plastics & Rubber		LIBOR		7.50%		10.49%		8/10/2021		8/10/2029		33,680				32,851				32,974				3.51
AQA Acquisition Holdings, Inc.															AQA Acquisition Holdings, Inc.		^*				(2)(3)		High Tech Industries		LIBOR		7.50%		10.57%		3/3/2021		3/3/2029		35,000				34,250				33,902				3.62
Blackbird Purchaser, Inc.															Blackbird Purchaser, Inc.		^				(2)(3)(14)		Capital Equipment		LIBOR		7.50%		10.62%		12/14/2021		4/8/2027		13,791				13,470				13,108				1.40
Brave Parent Holdings, Inc.															Brave Parent Holdings, Inc.		^*				(2)(3)		Software		LIBOR		7.50%		10.62%		10/3/2018		4/19/2026		18,197				17,958				17,704				1.89
Drilling Info Holdings, Inc.															Drilling Info Holdings, Inc.		^				(2)(3)		Energy: Oil & Gas		LIBOR		8.25%		11.37%		2/11/2020		7/30/2026		18,600				18,266				18,693				1.99
Jazz Acquisition, Inc.	Jazz Acquisition, Inc.	^*	(2)(3)	Aerospace & Defense	L + 8.00%	8.08%	6/13/2019	6/18/2027	$	23,450	$	23,178	$	20,046		2.12		%	Jazz Acquisition, Inc.	^		(2)(3)		Aerospace & Defense		LIBOR		8.00%		11.12%		6/13/2019		6/18/2027			23,450				23,217				21,544				2.30
Outcomes Group Holdings, Inc.	Outcomes Group Holdings, Inc.	^*	(2)(3)	Business Services	L + 7.50%	7.63%	10/23/2018	10/26/2026	1,731		1,728		1,731			0.18			Outcomes Group Holdings, Inc.	^*		(2)(3)		Business Services		LIBOR		7.50%		11.17%		10/23/2018		10/26/2026			1,731				1,728				1,731				0.19
PAI Holdco, Inc.	PAI Holdco, Inc.	^	(2)(3)	Automotive	L + 6.00%, 2.00% PIK	9.00%	10/28/2020	10/28/2028	13,738		13,368		13,738			1.45			PAI Holdco, Inc.	^		(2)(3)		Automotive		LIBOR		5.50%, 2.00% PIK		10.31%		10/28/2020		10/28/2028			14,016				13,688				13,889				1.48
Peraton Corp.	Peraton Corp.	^*	(2)(3)	Aerospace & Defense	L + 7.75%	8.50%	2/24/2021	2/1/2029	12,300		12,120		12,272			1.30			Peraton Corp.	^*		(2)(3)		Aerospace & Defense		LIBOR		7.75%		10.57%		2/24/2021		2/1/2029			11,941				11,785				11,394				1.22
Quartz Holding Company	Quartz Holding Company	^	(2)(3)	Software	L + 8.00%	8.09%	4/2/2019	4/2/2027	7,048		6,941		7,048			0.75			Quartz Holding Company	^*		(2)(3)		Software		LIBOR		8.00%		11.12%		4/2/2019		4/2/2027			7,048				6,949				7,003				0.75
Reladyne, Inc.		^	(2)(3)	Wholesale	L + 9.50%	10.50%	4/19/2018	1/21/2025	12,242		12,170		11,963			1.27
Stonegate Pub Company Bidco Limited (United Kingdom)	Stonegate Pub Company Bidco Limited (United Kingdom)	^	(2)(3)(7)	Beverage, Food & Tobacco	L + 8.50%	8.61%	3/12/2020	3/12/2028	£	20,000	24,773		22,849			2.42			Stonegate Pub Company Bidco Limited (United Kingdom)	^		(2)(3)(7)		Beverage & Food		SONIA		8.50%		9.44%		3/12/2020		3/12/2028			£	20,000			24,830				20,377				2.18
Tank Holding Corp.		^*	(2)(3)	Capital Equipment	L + 8.25%	8.33%	3/26/2019	3/26/2027	35,965		35,561		36,325			3.85
TruGreen Limited Partnership	TruGreen Limited Partnership	^	(2)(3)	Consumer Services	L + 8.50%	9.25%	11/16/2020	11/2/2028	13,000		12,763		13,197			1.40			TruGreen Limited Partnership	^		(2)(3)		Consumer Services		LIBOR		8.50%		11.62%		11/16/2020		11/2/2028			13,000				12,785				12,117				1.30
Watchfire Enterprises, Inc.		^	(2)(3)	Media: Advertising, Printing & Publishing	L + 8.25%	9.25%	10/2/2013	10/2/2024	7,000		7,000		7,000			0.74
World 50, Inc.	World 50, Inc.	^	(9)	Business Services	11.50%	11.50%	1/10/2020	1/9/2027	18,552		18,203		18,181			1.93			World 50, Inc.	^		(9)		Business Services		FIXED		11.50%		11.50%		1/10/2020		1/9/2027			18,552				18,254				17,723				1.89
WP CPP Holdings, LLC		^	(2)(3)	Aerospace & Defense	L + 7.75%	8.75%	7/18/2019	4/30/2026	39,500		39,218		38,832			4.11

Second Lien Debt Total	Second Lien Debt Total										$	354,319	$	352,570		37.33		%	Second Lien Debt Total																						$	270,772			$	263,211			28.13	%

1112

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)			% of Net Assets		Investments—non-controlled/non-affiliated (1)				Footnotes		Industry		Acquisition Date		Shares/ Units		Cost			Fair Value (5)			% of Net Assets
Equity Investments (2.7% of fair value)
Equity Investments (4.8% of fair value)											Equity Investments (4.8% of fair value)
ANLG Holdings, LLC	ANLG Holdings, LLC	^	(6)	Capital Equipment	6/22/2018	592	$	592	$	758		0.08	%	ANLG Holdings, LLC		^		(6)		Capital Equipment		6/22/2018		592		$	592		$	649		0.07	%
Appriss Health, LLC	Appriss Health, LLC	^	(6)	Healthcare & Pharmaceuticals	5/6/2021	4	4,333		4,354			0.46		Appriss Health, LLC		^		(6)		Healthcare & Pharmaceuticals		5/6/2021		5		4,861			4,843			0.52
Atlas Ontario LP (Canada)	Atlas Ontario LP (Canada)	^	(6)(7)	Business Services	4/7/2021	5,114	5,114		5,114			0.54		Atlas Ontario LP (Canada)		^		(6)(7)		Business Services		4/7/2021		5,114		5,114			5,114			0.55
Avenu Holdings, LLC	Avenu Holdings, LLC	^	(6)	Sovereign & Public Finance	9/28/2018	172	172		534			0.06		Avenu Holdings, LLC		^		(6)		Sovereign & Public Finance		9/28/2018		172		104			548			0.06
BK Intermediate Company, LLC		^	(6)	Healthcare & Pharmaceuticals	5/27/2020	288	288		390			0.04
Central Security Group, Inc.		^*	(6)	Consumer Services	10/16/2020	443	—		—			—
Blackbird Holdco, Inc.											Blackbird Holdco, Inc.				^		(6)		Capital Equipment		12/14/2021		11		10,436			10,476			1.12
Buckeye Parent, LLC											Buckeye Parent, LLC				^		(6)		Automotive		12/22/2021		885		885			812			0.09
Chartis Holding, LLC	Chartis Holding, LLC	^	(6)	Business Services	5/1/2019	433	433		738			0.08		Chartis Holding, LLC		^		(6)		Business Services		5/1/2019		433		433			639			0.07
CIP Revolution Holdings, LLC	CIP Revolution Holdings, LLC	^	(6)	Media: Advertising, Printing & Publishing	8/19/2016	318	318		209			0.02		CIP Revolution Holdings, LLC		^		(6)		Media: Advertising, Printing & Publishing		8/19/2016		318		318			181			0.02
Cority Software Inc. (Canada)	Cority Software Inc. (Canada)	^	(6)	Software	7/2/2019	250	250		406			0.04		Cority Software Inc. (Canada)		^		(6)(7)		Software		7/2/2019		250		250			606			0.06
Derm Growth Partners III, LLC	Derm Growth Partners III, LLC	^	(6)	Healthcare & Pharmaceuticals	5/31/2016	1,000	1,000		—			—		Derm Growth Partners III, LLC		^		(6)		Healthcare & Pharmaceuticals		5/31/2016		1,000		1,000			—			—
Diligent Corporation	Diligent Corporation	^	(6)	Telecommunications	4/5/2021	11	10,269		10,257			1.09		Diligent Corporation		^		(6)		Telecommunications		4/5/2021		12		11,468			10,900			1.15
ECP Parent, LLC	ECP Parent, LLC	^	(6)	Healthcare & Pharmaceuticals	3/29/2018	268	—		290			0.03		ECP Parent, LLC		^		(6)		Healthcare & Pharmaceuticals		3/29/2018		268		—			290			0.03
GB Vino Parent, L.P.											GB Vino Parent, L.P.				^		(6)		Beverage & Food		10/29/2021		4		351			261			0.03
Integrity Marketing Group, LLC											Integrity Marketing Group, LLC				^		(6)		Diversified Financial Services		12/21/2021		16,244		15,993			16,086			1.72
K2 Insurance Services, LLC	K2 Insurance Services, LLC	^	(6)	Banking, Finance, Insurance & Real Estate	7/3/2019	433	306		575			0.06		K2 Insurance Services, LLC		^		(6)		Diversified Financial Services		7/3/2019		433		306			903			0.10
Legacy.com, Inc.	Legacy.com, Inc.	^	(6)	High Tech Industries	3/20/2017	1,500	1,500		1,162			0.12		Legacy.com, Inc.		^		(6)		High Tech Industries		3/20/2017		1,500		1,500			1,125			0.12
Mailgun Technologies, Inc.		^	(6)	High Tech Industries	3/26/2019	424	424		1,258			0.13
NearU Holdings LLC											NearU Holdings LLC				^		(6)		Consumer Services		8/16/2022		25		2,470			2,470			0.26
NEFCO Holding Company LLC											NEFCO Holding Company LLC				^		(6)		Construction & Building		8/5/2022		1		615			615			0.07
North Haven Goldfinch Topco, LLC	North Haven Goldfinch Topco, LLC	^	(6)	Containers, Packaging & Glass	6/18/2018	2,315	2,315		2,639			0.28		North Haven Goldfinch Topco, LLC		^		(6)		Containers, Packaging & Glass		6/18/2018		2,315		2,315			1,523			0.16
Pascal Ultimate Holdings, L.P	Pascal Ultimate Holdings, L.P	^	(6)	Capital Equipment	7/21/2021	36	364		364			0.04		Pascal Ultimate Holdings, L.P		^		(6)		Capital Equipment		7/21/2021		36		364			638			0.07
T2 Systems Parent Corporation		^	(6)	Transportation: Consumer	9/28/2016	556	556		734			0.08
Picard Parent, Inc.											Picard Parent, Inc.				^		(6)		High Tech Industries		9/30/2022		8		8,189			8,189			0.88
Profile Holdings I, LP											Profile Holdings I, LP				^		(6)		Chemicals, Plastics & Rubber		3/8/2022		5		523			523			0.06
Sinch AB (Sweden)											Sinch AB (Sweden)				^		(6)(7)		High Tech Industries		3/26/2019		104		1,168			142			0.02
Tailwind HMT Holdings Corp.	Tailwind HMT Holdings Corp.	^	(6)	Energy: Oil & Gas	11/17/2017	22	1,558		2,023			0.21		Tailwind HMT Holdings Corp.		^		(6)		Energy: Oil & Gas		11/17/2017		22		1,558			1,296			0.14
Tank Holding Corp.	Tank Holding Corp.	^	(6)	Capital Equipment	3/26/2019	850	482		1,027			0.11		Tank Holding Corp.		^		(6)		Capital Equipment		3/26/2019		850		—			2,595			0.28
Titan DI Preferred Holdings, Inc.	Titan DI Preferred Holdings, Inc.	^	(6)	Energy: Oil & Gas	2/11/2020	12,420	12,158		12,544			1.33		Titan DI Preferred Holdings, Inc.		^		(6)		Energy: Oil & Gas		2/11/2020		14,183		13,948			13,829			1.48
Talon MidCo 1 Limited											Talon MidCo 1 Limited				^		(6)		Software		8/17/2022		145,631		1,456			1,456			0.16
Turbo Buyer, Inc.	Turbo Buyer, Inc.	^	(6)	Automotive	12/2/2019	1,925	933		2,977			0.32		Turbo Buyer, Inc.		^		(6)		Automotive		12/2/2019		1,925		933			2,416			0.26
Tweddle Holdings, Inc.		^*	(6)	Media: Advertising, Printing & Publishing	9/17/2018	17	—		—			—
U.S. Legal Support Investment Holdings, LLC											U.S. Legal Support Investment Holdings, LLC				^		(6)		Business Services		11/30/2018		641		641			841			0.09
Unifrutti Financing PLC (Cyprus)	Unifrutti Financing PLC (Cyprus)	^	(6)	Beverage, Food & Tobacco	10/22/2020	—	469		467			0.05		Unifrutti Financing PLC (Cyprus)		^		(6)(7)		Beverage & Food		10/22/2020		1		518			610			0.07
Unifrutti Financing PLC (Cyprus)	Unifrutti Financing PLC (Cyprus)	^	(6)	Beverage, Food & Tobacco	10/22/2020	1	133		91			0.01		Unifrutti Financing PLC (Cyprus)		^		(6)(7)		Beverage & Food		10/22/2020		—		133			175			0.02
USLS Acquisition, Inc.		^	(6)	Business Services	11/30/2018	641	641		796			0.08
W50 Parent LLC	W50 Parent LLC	^	(6)	Business Services	1/10/2020	500	190		720			0.08		W50 Parent LLC		^		(6)		Business Services		1/10/2020		500		190			733			0.08
Zenith American Holding, Inc.	Zenith American Holding, Inc.	^	(6)	Business Services	12/13/2017	1,564	782		1,550			0.16		Zenith American Holding, Inc.		^		(6)		Business Services		12/13/2017		1,564		761			1,068			0.11
Zillow Topco LP		^	(6)	Software	6/25/2018	313	312		688			0.07

Equity Investments Total	Equity Investments Total						$	45,892	$	52,665		5.58	%	Equity Investments Total												$	89,393		$	92,552		9.90	%
Total investments—non-controlled/non-affiliated							$	1,669,617	$	1,643,584		174.04	%

1213

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/affiliated Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair
Value (5)
% of Net
Assets
First Lien Debt (1.6% of fair value)
Direct Travel, Inc. ^* (2)(3)(8)(12) Hotel, Gaming & Leisure L + 1.00%, 8.35% PIK 9.50% 10/14/2016 10/1/2023 $ 36,711 $ 35,979 $ 27,679 2.93 %
Direct Travel Inc. ^ (2)(3)(12)(14) Hotel, Gaming & Leisure L + 6.00% 7.00% 10/1/2020 10/1/2023 2,731 2,603 2,731 0.29
First Lien Debt Total $ 38,582 $ 30,410 3.22 %


Investments—non-controlled/non-affiliated (1)	Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Total investments—non-controlled/non-affiliated					$	1,696,613	$	1,642,494	175.55	%

Investments—non-controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost
Fair
Value (5)
% of Net
Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc. ^ (6)(12) Hotel, Gaming & Leisure 10/1/2020 43 $ — $ — — %
Equity Investments Total $ — $ — — %
Total investments—non-controlled/affiliated $ 38,582 $ 30,410 3.22 %


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 (2.1% of fair value)
Direct Travel, Inc.	^*	(2)(3)(12)	Leisure Products & Services	LIBOR	8.50%	12.17%	10/14/2016	10/1/2023	$	43,520	$	41,874	$	39,132	4.18	%
Direct Travel, Inc.	^	(2)(3)(12)(14)	Leisure Products & Services	LIBOR	6.00%	8.34%	10/1/2020	10/1/2023	2,731		2,603		2,731		0.29
First Lien Debt Total											$	44,477	$	41,863	4.47	%

Investments—controlled/affiliated Footnotes Industry
Reference Rate & Spread(2)
Interest
Rate (2)
Acquisition Date Maturity
Date Par/
Principal
Amount **
Amortized
Cost (4)
Fair
Value (5)
% of Net Assets
First Lien Debt (0.3% of fair value)
SolAero Technologies Corp. (A1 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 $ 3,166 $ 3,166 $ 1,202 0.13 %
SolAero Technologies Corp. (A2 Term Loan) ^ (2)(3)(8)(10) Telecommunications L + 8.00% (100% PIK) 9.00% 4/12/2019 10/12/2022 8,707 8,707 3,305 0.35
SolAero Technologies Corp. (Priority Facilities) ^ (2)(3)(10)(14) Telecommunications L + 6.00% 7.00% 4/12/2019 10/12/2022 2,287 2,272 2,287 0.24
First Lien Debt Total $ 14,145 $ 6,794 0.72 %


Investments—non-controlled/affiliated		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (0.0% of fair value)
Direct Travel, Inc.	^	(6)(12)	Leisure Products & Services	10/1/2020	43	$	—	$	—	—	%
Equity Investments Total						$	—	$	—	—	%
Total investments—non-controlled/affiliated						$	44,477	$	41,863	4.47	%

Investments—controlled/affiliated Footnotes Industry Acquisition Date Shares/ Units Cost
Fair
Value (5)
% of Net Assets
Equity Investments (0.0% of fair value)
SolAero Technologies Corp. ^ (6)(10) Telecommunications 4/12/2019 3 $ 2,815 $ — — %
Equity Investments Total $ 2,815 $ — — %

~~TCG BDC, INC.~~


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 (13.6% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest	^	(7)(10)	Investment Funds	N/A		—%	11/3/2020	12/31/2030	$	78,122	$	78,096	$	74,997	8.02	%
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest	^	(7)(10)	Investment Funds	N/A		—%	2/29/2016	12/31/2024	193,000		193,001		189,603		20.27
Middle Market Credit Fund, Mezzanine Loan		(2)(3)(7)(9)(10)	Investment Funds	LIBOR	9.00%	12.14%	6/30/2016	5/21/2023	—		—		—		—
Investment Funds Total											$	271,097	$	264,600	28.29	%

Total investments—controlled/affiliated											$	271,097	$	264,600	28.29	%
Total Investments											$	2,012,187	$	1,948,957	208.30	%

~~CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)~~

~~As of September 30, 2021~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

Investments—controlled/affiliated Footnotes Industry
Reference Rate & 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)(10) Investment Funds N/A —% 11/3/2020 12/31/2030 $ 78,122 $ 78,096 $ 78,143 8.27 %
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest ^ (7)(10) Investment Funds N/A —% 2/29/2016 12/31/2024 193,000 193,000 189,275 20.04
Middle Market Credit Fund, Mezzanine Loan ^ (2)(7)(9)(10) Investment Funds L + 9.00% 9.13% 6/30/2016 5/21/2022 — — — —
Investment Funds Total $ 271,096 $ 267,418 28.32 %
Total investments—controlled/affiliated $ 288,056 $ 274,212 29.05 %
Total Investments $ 1,996,255 $ 1,948,206 206.29 %

^ Denotes that all or a portion of the assets are owned by ~~TCG BDC,~~Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” ~~“TCG BDC”~~“CSL” or the “Company”). The Company has entered into a senior secured revolving credit facility (as amended, the “Credit Facility”). The lenders of the Credit Facility have a first lien security interest in substantially all of the portfolio investments held by the Company (see Note 7, ~~Borrowings)~~Borrowings, to these consolidated financial statements). Accordingly, such assets are not available to creditors of Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”).

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, 2022

(dollar amounts in thousands) (unaudited)

* Denotes that all or a portion of the assets are owned by the Company's wholly owned subsidiary, the 2015-1 Issuer, and secure the notes issued in connection with a term debt securitization completed by the Company on June 26, 2015 (see Note 8, Notes ~~Payable)~~Payable, to these consolidated financial statements). Accordingly, such assets are not available to the creditors of the Company.

** Par amount is denominated in USD ("(“$"”) unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”).

(1)Unless otherwise indicated, issuers of debt and equity investments held by the Company are domiciled in the United States. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, ~~2021,~~2022, the Company does not “control” any of these portfolio companies. Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, ~~2021,~~2022, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”), 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 September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, the reference rates for our variable rate loans were the 30-day LIBOR at ~~0.08%~~3.14%, the 90-day LIBOR at ~~0.13% and~~3.75%, the 180-day LIBOR at ~~0.16%~~4.23%, the 30-day SOFR at 3.04%, and the 90-day SOFR at 3.59%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(4)Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.

(5)Fair value is determined in good faith by or under the direction of the ~~Board of Directors of~~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)~~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 September 30, ~~2021,~~2022, the aggregate fair value of these securities is ~~$52,665,~~$92,552, or ~~5.58%~~9.89% 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 September 30, ~~2021.~~2022.

(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.

~~TCG BDC, INC.~~

~~CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)~~

~~As of September 30, 2021~~

~~(dollar amounts in thousands)~~

~~(unaudited)~~

(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See 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 nine month period ended September 30, ~~2021,~~2022, were as follows:


Investments—controlled/affiliated	Investments—controlled/affiliated	Fair Value as of December 31, 2020		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2021		Dividend and Interest Income		Investments—controlled/affiliated	Fair Value as of December 31, 2021		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2022		Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan		$	—	$	—	$	—	$	—	$	—	$	—	$	—
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	205,891		—		(23,000)		—		6,384		189,275		15,000		Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	$	184,141	$	—	$	—	$	—	$	5,462	$	189,603	$	15,000
Middle Market Credit Fund, Mezzanine Loan																Middle Market Credit Fund, Mezzanine Loan	—		—		—		—		—		—		—
Middle Market Credit Fund II LLC, Member's Interest	Middle Market Credit Fund II LLC, Member's Interest	77,395		—		—		—		748		78,143		7,539		Middle Market Credit Fund II LLC, Member's Interest	77,958		—		—		—		(2,961)		74,997		7,572
Total investments—controlled/affiliated	Total investments—controlled/affiliated	$	283,286	$	—	$	(23,000)	$	—	$	7,132	$	267,418	$	22,539	Total investments—controlled/affiliated	$	262,099	$	—	$	—	$	—	$	2,501	$	264,600	$	22,572

Investments—controlled/affiliated Fair Value as of December 31, 2020 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of September 30, 2021 Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan) $ 2,460 $ — $ (173) $ — $ — $ 2,287 $ 157
SolAero Technologies Corp. (A1 Term Loan) 1,214 — — — (12) 1,202 —
SolAero Technologies Corp. (A2 Term Loan) 3,338 — — — (33) 3,305 —
Solaero Technology Corp. (Equity) — — — — — — —
Total investments—controlled/affiliated $ 7,012 $ — $ (173) $ — $ (45) $ 6,794 $ 157

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, 2022

(dollar amounts in thousands) (unaudited)


Investments—controlled/affiliated	Fair Value as of December 31, 2021		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2022		Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)	$	2,251	$	—	$	(2,251)	$	—	$	—	$	—	$	8
SolAero Technologies Corp. (A1 Term Loan)	2,850		—		(3,166)		—		316		—		1,031
SolAero Technologies Corp. (A2 Term Loan)	7,835		—		(8,707)		—		872		—		2,834
Solaero Technology Corp. (Equity)	—		—		(4,786)		1,972		2,814		—		—
Total investments—controlled/affiliated	$	12,936	$	—	$	(18,910)	$	1,972	$	4,002	$	—	$	3,873

(11) In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

(12) Under the Investment Company Act, the Company is deemed an ~~"affiliated person"~~“affiliated person” of this portfolio company because the Company owns 5% or more of the portfolio company's outstanding voting securities. Transactions related to the portfolio company during the nine month period ended September 30, ~~2021~~2022 were as follows:


Investments—non-controlled/affiliated	Investments—non-controlled/affiliated	Fair Value as of December 31, 2020		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2021		Dividend and Interest Income		Investments—non-controlled/affiliated	Fair Value as of December 31, 2021		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2022		Dividend and Interest Income
Direct Travel, Inc.	Direct Travel, Inc.	$	24,949	$	—	$	(363)	$	2	$	3,091	$	27,679	$	—	Direct Travel, Inc.	$	27,555	$	7,193	$	(1,177)	$	—	$	5,561	$	39,132	$	8,059
Direct Travel, Inc.	Direct Travel, Inc.	1,231		1,372		—		—		128		2,731		130		Direct Travel, Inc.	2,731		—		—		—		—		2,731		100
Direct Travel, Inc. (Equity)	Direct Travel, Inc. (Equity)	—		—		—		—		—		—		—		Direct Travel, Inc. (Equity)	—		—		—		—		—		—		—
Total investments—non-controlled/affiliated	Total investments—non-controlled/affiliated	$	26,180	$	1,372	$	(363)	$	2	$	3,219	$	30,410	$	130	Total investments—non-controlled/affiliated	$	30,286	$	7,193	$	(1,177)	$	—	$	5,561	$	41,863	$	8,159

1516

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

(13)The investment is secured by receivables purchased from the portfolio company, with an implied discount of ~~8.75%~~12.11%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.

(14)As of September 30, ~~2021,~~2022, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


Investments—non-controlled/non-affiliated	Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value		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	First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments							First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
ADPD Holdings, LLC								ADPD Holdings, LLC	Delayed Draw	—%	$	1,083	$	(22)
ADPD Holdings, LLC								ADPD Holdings, LLC	Revolver	0.50	621		(12)
ADPD Holdings, LLC								ADPD Holdings, LLC	Delayed Draw	—	299		(6)
ADPD Holdings, LLC								ADPD Holdings, LLC	Delayed Draw	—	1,951		(39)
Advanced Web Technologies Holding Company	Advanced Web Technologies Holding Company	Delayed Draw	1.00%	$	2,299	$	23	Advanced Web Technologies Holding Company	Revolver	0.50	854		(9)
Advanced Web Technologies Holding Company	Advanced Web Technologies Holding Company	Revolver	0.50	906		9		Advanced Web Technologies Holding Company	Delayed Draw	1.00	1,602		(17)
Airnov, Inc.	Airnov, Inc.	Revolver	0.50	875		—		Airnov, Inc.	Revolver	0.50	688		(3)
Alpine Acquisition Corp II								Alpine Acquisition Corp II	Revolver	0.50	1,034		(37)
American Physician Partners, LLC	American Physician Partners, LLC	Revolver	0.50	550		—		American Physician Partners, LLC	Revolver	0.50	550		(2)
AMS Group HoldCo, LLC		Revolver	0.50	2,315		—
Analogic Corporation	Analogic Corporation	Revolver	0.50	168		(1)		Analogic Corporation	Revolver	0.50	29		(1)
Applied Technical Services, LLC		Delayed Draw	1.00	132		—
Applied Technical Services, LLC	Applied Technical Services, LLC	Revolver	0.50	53		—		Applied Technical Services, LLC	Revolver	0.50	42		—
Appriss Health, LLC	Appriss Health, LLC	Revolver	0.50	2,963		(45)		Appriss Health, LLC	Revolver	0.50	2,963		(69)
Apptio, Inc.	Apptio, Inc.	Revolver	0.50	1,420		11		Apptio, Inc.	Revolver	0.50	1,420		—
Ascend Buyer,LLC		Revolver	0.50	1,284		(26)
Ascend Buyer, LLC								Ascend Buyer, LLC	Revolver	0.50	1,113		(19)
Associations, Inc.	Associations, Inc.	Revolver	0.50	723		3		Associations, Inc.	Revolver	0.50	723		(17)
Associations, Inc.		Delayed Draw	1.00	1,753		6
Associations, Inc.		Delayed Draw	1.00	1,753		6
Associations, Inc.		Delayed Draw	2.50	715		3
Blackbird Purchaser, Inc.								Blackbird Purchaser, Inc.	Delayed Draw	1.00	4,597		(171)
BlueCat Networks (USA) Inc.								BlueCat Networks (USA) Inc.	Delayed Draw	0.50	240		(5)
BlueCat Networks (USA) Inc.								BlueCat Networks (USA) Inc.	Delayed Draw	0.50	446		(9)
BMS Holdings III Corp.	BMS Holdings III Corp.	Delayed Draw	1.00	9,688		(100)		BMS Holdings III Corp.	Delayed Draw	2.65	9,688		(137)
Captive Resources Midco, LLC		Revolver	0.50	2,143		—
Bubbles Bidco S.P.A. (Italy)								Bubbles Bidco S.P.A. (Italy)	Delayed Draw	2.80	855		(4)
Bubbles Bidco S.P.A. (Italy)								Bubbles Bidco S.P.A. (Italy)	Revolver	—	526		(3)
Chartis Holding, LLC	Chartis Holding, LLC	Revolver	0.50	217		—		Chartis Holding, LLC	Revolver	0.50	217		(1)
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	Revolver	0.50	29		—		Chemical Computing Group ULC (Canada)	Revolver	0.50	29		—
Chudy Group, LLC		Delayed Draw	1.00	138		(1)
Chudy Group, LLC		Revolver	0.50	34		—
Comar Holding Company, LLC	Comar Holding Company, LLC	Revolver	0.50	1,467		(1)		Comar Holding Company, LLC	Revolver	0.50	2,935		(127)
Cority Software Inc. (Canada)	Cority Software Inc. (Canada)	Revolver	0.50	3,000		—		Cority Software Inc. (Canada)	Revolver	0.50	3,000		(26)
DCA Investment Holding, LLC		Delayed Draw	1.00	1,970		—
DermaRite Industries, LLC		Revolver	0.50	579		(86)
DCA Investment Holding LLC								DCA Investment Holding LLC	Delayed Draw	1.00	618		(22)
Denali Midco 2, LLC								Denali Midco 2, LLC	Delayed Draw	1.00	2,857		(86)
Diligent Corporation	Diligent Corporation	Revolver	0.50	47		1		Diligent Corporation	Revolver	0.50	23		(1)
Diligent Corporation		Delayed Draw	1.00	110		2
Direct Travel Inc.		Delayed Draw	0.50	1,657		—
Dwyer Instruments, Inc		Revolver	0.50	626		(5)
Dwyer Instruments, Inc		Delayed Draw	1.00	1,003		(9)
Ellkay, LLC		Revolver	0.50	1,786		(36)
EPS Nass Parent, Inc.		Revolver	0.50	59		(1)
EPS Nass Parent, Inc.		Delayed Draw	1.00	85		(1)
EvolveIP, LLC		Delayed Draw	1.00	3,333		—
Direct Travel, Inc.								Direct Travel, Inc.	Delayed Draw	0.50	1,657		—
Dwyer Instruments, Inc.								Dwyer Instruments, Inc.	Revolver	0.50	994		(14)
Dwyer Instruments, Inc.								Dwyer Instruments, Inc.	Delayed Draw	1.00	161		(2)
Eliassen Group, LLC								Eliassen Group, LLC	Delayed Draw	1.00	3,310		(42)

1617

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
EvolveIP, LLC Revolver 0.50% $ 887 $ —
FWR Holding Corporation Revolver 0.50 4,444 —
Greenhouse Software, Inc. Revolver 0.50 1,471 (18)
Quantic Electronics, LLC Revolver 0.50 557 (7)
Heartland Home Services, Inc Delayed Draw — 14,181 43
Heartland Home Services, Inc Revolver 0.50 104 —
Hercules Borrower LLC Revolver 0.50 2,160 43
Higginbotham Insurance Agency, Inc. Delayed Draw 1.00 202 2
Individual FoodService Holdings, LLC Delayed Draw 1.00 103 1
Individual FoodService Holdings, LLC Delayed Draw 1.00 403 2
Individual FoodService Holdings, LLC Revolver 0.50 706 4
K2 Insurance Services, LLC Revolver 0.50 1,120 (15)
Kaseya Inc. Delayed Draw 1.00 1,008 (18)
Kaseya Inc. Revolver 0.50 1,543 (27)
Lifelong Learner Holdings, LLC Revolver 0.50 2 —
Lifelong Learner Holdings, LLC Delayed Draw 1.00 1,690 (113)
Liqui-Box Holdings, Inc. Revolver 0.50 123 (11)
LVF Holdings, Inc. Delayed Draw 1.00 4,670 (54)
LVF Holdings, Inc. Revolver 0.50 2,568 (30)
Mailgun Technologies, Inc. Revolver 0.50 1,342 —
Material Holdings, LLC Revolver 1.00 959 (19)
Material Holdings, LLC Delayed Draw — 1,916 (38)
Maverick Acquisition, Inc. Delayed Draw 1.00 12,818 (159)
MMIT Holdings, LLC Revolver 0.50 980 (20)
National Technical Systems, Inc. Revolver 0.50 835 6
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 (19)
Prophix Software Inc. (Canada) Revolver 0.50 1,993 60
PricewaterhouseCoopers Public Sector LLP Revolver 0.50 6,250 (16)
Quantic Electronics, LLC Delayed Draw 1.00 3,164 (39)
Quantic Electronics, LLC Revolver 0.50 824 (10)
Quantic Electronics, LLC Revolver 0.50 557 (7)
Redwood Services Group, LLC Delayed Draw 1.00 3,905 —
RSC Acquisition, Inc. Revolver 0.50 462 —
Sapphire Convention, Inc. Revolver 0.50 2,422 (286)
Smile Doctors, LLC Revolver 0.50 707 —
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 1,084 —
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 984 —
SPay, Inc. Revolver 0.50 648 (76)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
Ellkay, LLC	Revolver	0.50%	$	1,786	$	(110)
EPS Nass Parent, Inc.	Revolver	0.50	40		(1)
EPS Nass Parent, Inc.	Delayed Draw	1.00	37		(1)
EvolveIP, LLC	Revolver	0.50	655		(10)
Excel Fitness Holdings, Inc.	Revolver	0.50	828		(29)
Excelitas Technologies Corp.	Revolver	0.50	217		(4)
Excelitas Technologies Corp.	Delayed Draw	—	152		(3)
FPG Intermediate Holdco, LLC	Delayed Draw	1.00	3,973		(79)
Greenhouse Software, Inc.	Revolver	0.50	1,471		(41)
Greenhouse Software, Inc.	Revolver	0.50	733		(21)
Hadrian Acquisition Limited (United Kingdom)	Delayed Draw	2.33	2,589		(57)
Harbour Benefit Holdings, Inc.	Revolver	0.50	3,180		(11)
Heartland Home Services, Inc	Delayed Draw	0.75	8,098		(130)
Heartland Home Services, Inc	Revolver	0.50	619		(5)
Hercules Borrower LLC	Revolver	0.50	1,929		(45)
Hoosier Intermediate, LLC	Revolver	0.50	1,600		(81)
HS Spa Holdings Inc.	Revolver	0.50	1,235		(35)
iCIMS, Inc.	Revolver	0.50	2,432		(43)
iCIMS, Inc.	Delayed Draw	—	6,784		(119)
Individual FoodService Holdings, LLC	Revolver	0.50	739		(8)
Individual FoodService Holdings, LLC	Delayed Draw	1.00	3,290		(36)
IQN Holding Corp.	Delayed Draw	1.00	753		(5)
IQN Holding Corp.	Revolver	0.50	489		(3)
Jeg's Automotive, LLC	Revolver	0.50	677		(22)
Jeg's Automotive, LLC	Delayed Draw	1.00	4,167		(134)
K2 Insurance Services, LLC	Revolver	0.50	1,120		(4)
Kaseya, Inc.	Revolver	0.50	2,054		(46)
Kaseya, Inc.	Delayed Draw	0.50	1,146		(25)
Lifelong Learner Holdings, LLC	Revolver	0.50	2		—
Liqui-Box Holdings, Inc.	Revolver	0.50	544		(35)
LVF Holdings, Inc.	Revolver	0.50	759		(50)
LVF Holdings, Inc.	Delayed Draw	1.00	4,670		(306)
Material Holdings, LLC	Delayed Draw	—	977		(44)
Material Holdings, LLC	Revolver	1.00	499		(23)
Maverick Acquisition, Inc.	Delayed Draw	1.00	4,679		(503)
Maverick Acquisition, Inc.	Delayed Draw	1.00	1,290		(139)

1718

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)

Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
Speedstar Holding, LLC Delayed Draw 1.00% $ 3,775 $ 47
Superior Health Linens, LLC Revolver 0.50 1,833 —
T2 Systems, Inc. Revolver 0.50 2,933 —
TCFI Aevex LLC Delayed Draw 1.00 1,835 (179)
TCFI Aevex LLC Delayed Draw 1.00 214 (21)
The Leaders Romans Bidco Limited (United Kingdom) Delayed Draw 1.56 £ 1,927 322
Trafigura Trading LLC Revolver 0.50 13,774 (103)
Trump Card, LLC Revolver 0.50 199 (2)
Turbo Buyer, Inc. Revolver 0.50 1,217 (24)
US INFRA SVCS Buyer, LLC Revolver 0.50 1,488 (31)
US INFRA SVCS Buyer, LLC Delayed Draw 1.00 22,234 (458)
USLS Acquisition, Inc. Revolver 0.50 1,418 (41)
Westfall Technik, Inc. Revolver 0.50 216 (6)
YLG Holdings, Inc. Delayed Draw 1.00 102 1
Zemax Software Holdings, LLC Revolver 0.50 642 —
Zenith Merger Sub, Inc. Revolver 0.50 2,120 —
Total unfunded commitments $ 182,989 $ (1,557)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
Medical Manufacturing Technologies, LLC	Revolver	0.50%	$	1,446	$	(28)
Medical Manufacturing Technologies, LLC	Delayed Draw	1.00	7,107		(140)
MMIT Holdings, LLC	Revolver	0.50	808		(3)
NEFCO Holding Company LLC	Delayed Draw	1.00	380		(8)
NEFCO Holding Company LLC	Delayed Draw	1.00	553		(11)
NEFCO Holding Company LLC	Revolver	0.50	763		(15)
NMI AcquisitionCo, Inc.	Revolver	0.50	1,280		(30)
North Haven Fairway Buyer, LLC	Delayed Draw	0.50	432		(9)
North Haven Fairway Buyer, LLC	Revolver	0.50	2,404		(49)
Oak Purchaser, Inc.	Delayed Draw	0.50	1,623		(8)
Oak Purchaser, Inc.	Revolver	0.50	584		(3)
PF Atlantic Holdco 2, LLC	Delayed Draw	0.75	9,517		(165)
PF Atlantic Holdco 2, LLC	Revolver	0.50	2,759		(48)
PPT Management Holdings, LLC	Revolver	0.50	587		—
Prophix Software Inc. (Canada)	Revolver	0.50	1,993		8
PXO Holdings I Corp.	Delayed Draw	1.00	885		(28)
PXO Holdings I Corp.	Revolver	0.50	1,315		(42)
Quantic Electronics, LLC	Revolver	0.50	829		(31)
Quantic Electronics, LLC	Delayed Draw	1.00	2,126		(78)
RSC Acquisition, Inc.	Revolver	0.50	462		(20)
RSC Acquisition, Inc.	Delayed Draw	0.50	1,083		(46)
Sapphire Convention, Inc.	Revolver	0.50	3,849		(206)
Smarsh Inc.	Revolver	0.50	408		(20)
Smarsh Inc.	Delayed Draw	1.00	1,633		(80)
Spotless Brands, LLC	Revolver	0.50	303		(9)
Spotless Brands, LLC	Delayed Draw	1.00	2,214		(64)
Spotless Brands, LLC	Delayed Draw	1.00	944		(27)
Tank Holding Corp.	Revolver	0.38	1,655		(53)
TCFI Aevex LLC	Delayed Draw	1.00	214		(36)
TCFI Aevex LLC	Delayed Draw	1.00	1,835		(305)
The Carlstar Group LLC	Revolver	0.50	3,657		(72)
Trafigura Trading LLC	Revolver	0.50	3,127		(23)
Tufin Software North America, Inc.	Revolver	0.50	1,339		(27)
Tufin Software North America, Inc.	Delayed Draw	—	304		(6)
Turbo Buyer, Inc.	Delayed Draw	1.00	4,681		(93)
Turbo Buyer, Inc.	Revolver	0.50	1,217		(24)

1819

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands) (unaudited)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
U.S. Legal Support, Inc.	Delayed Draw	0.50%	$	2,032	$	(34)
U.S. Legal Support, Inc.	Revolver	0.50	1,061		(18)
Wineshipping.com LLC	Delayed Draw	1.00	1,609		(79)
Wineshipping.com LLC	Revolver	0.50	1,589		(78)
Total unfunded commitments			$	185,945	$	(5,119)

(15)Loans include a credit spread adjustment that ranges from 0.10% to 0.26%.

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, 2022

(dollar amounts in thousands) (unaudited)

As of September 30, ~~2021,~~2022, investments at fair value consisted of the following:


Type	Type	Amortized Cost		Fair Value		% of Fair Value		Type	Amortized Cost		Fair Value		% of Fair Value

First Lien Debt	First Lien Debt	$	1,322,133	$	1,275,553	65.5	%	First Lien Debt	$	1,380,925	$	1,328,594	68.2	%
Second Lien Debt	Second Lien Debt	354,319		352,570		18.1		Second Lien Debt	270,772		263,211		13.5
Equity Investments	Equity Investments	48,707		52,665		2.7		Equity Investments	89,393		92,552		4.7
Investment Funds	Investment Funds	271,096		267,418		13.7		Investment Funds	271,097		264,600		13.6
Total	Total	$	1,996,255	$	1,948,206	100.0	%	Total	$	2,012,187	$	1,948,957	100.0	%

The rate type of debt investments at fair value as of September 30, ~~2021~~2022 was as follows:


Rate Type	Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt		Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	Floating Rate	$	1,652,508	$	1,603,814	98.5	%	Floating Rate	$	1,627,527	$	1,568,730	98.6	%
Fixed Rate	Fixed Rate	23,944		24,309		1.5		Fixed Rate	24,170		23,075		1.4
Total	Total	$	1,676,452	$	1,628,123	100.0	%	Total	$	1,651,697	$	1,591,805	100.0	%

The industry composition of investments at fair value as of September 30, ~~2021~~2022 was as follows:


Industry	Industry	Amortized Cost		Fair Value		% of Fair Value		Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	Aerospace & Defense	$	178,765	$	176,390	9.1	%	Aerospace & Defense	$	139,565	$	131,981	6.8	%
Automotive	Automotive	61,064		64,390		3.3		Automotive	75,568		77,159		4.0
Banking, Finance, Insurance & Real Estate		74,180		78,958		4.1
Beverage, Food & Tobacco		104,831		103,879		5.4
Beverage & Food								Beverage & Food	77,073		69,532		3.6
Business Services	Business Services	114,068		114,103		5.9		Business Services	94,844		94,021		4.8
Capital Equipment	Capital Equipment	51,298		52,923		2.7		Capital Equipment	79,259		80,817		4.1
Chemicals, Plastics & Rubber	Chemicals, Plastics & Rubber	69,547		68,974		3.5		Chemicals, Plastics & Rubber	77,422		76,931		4.0
Construction & Building	Construction & Building	6,994		7,246		0.4		Construction & Building	18,513		18,310		0.9
Consumer Goods: Durable								Consumer Goods: Durable	438		427		—
Consumer Goods: Non-Durable								Consumer Goods: Non-Durable	5,315		4,360		0.2
Consumer Services	Consumer Services	27,492		27,814		1.4		Consumer Services	108,064		106,868		5.5
Containers, Packaging & Glass	Containers, Packaging & Glass	57,113		57,405		2.9		Containers, Packaging & Glass	54,054		52,132		2.8
Durable Consumer Goods		441		441		—
Diversified Financial Services								Diversified Financial Services	55,567		52,539		2.7
Energy: Oil & Gas	Energy: Oil & Gas	41,560		42,742		2.2		Energy: Oil & Gas	43,359		43,410		2.2
Environmental Industries	Environmental Industries	68,047		68,151		3.5		Environmental Industries	59,399		58,471		3.0
Healthcare & Pharmaceuticals	Healthcare & Pharmaceuticals	232,742		208,590		10.7		Healthcare & Pharmaceuticals	246,987		230,007		11.8
High Tech Industries	High Tech Industries	163,405		164,565		8.5		High Tech Industries	147,357		144,525		7.4
Hotel, Gaming & Leisure		98,900		85,700		4.4
Investment Funds	Investment Funds	271,096		267,418		13.7		Investment Funds	271,097		264,600		13.6
Leisure Products & Services								Leisure Products & Services	114,526		106,387		5.5
Media: Advertising, Printing & Publishing	Media: Advertising, Printing & Publishing	18,627		18,349		0.9		Media: Advertising, Printing & Publishing	318		181		—

Media: Diversified & Production	Media: Diversified & Production	19,683		19,666		1.0		Media: Diversified & Production	19,747		19,746		1.0
Metals & Mining	Metals & Mining	6,074		6,073		0.3		Metals & Mining	6,765		6,796		0.3

Retail		32,747		32,856		1.7

1921

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of September 30, ~~2021~~2022

(dollar amounts in thousands)

(unaudited)


Industry	Industry	Amortized Cost		Fair Value		% of Fair Value		Industry	Amortized Cost		Fair Value		% of Fair Value
Retail								Retail	$	31,678	$	31,616	1.6	%
Software	Software	$	112,475	$	112,359	5.8	%	Software	180,501		179,027		9.2
Sovereign & Public Finance	Sovereign & Public Finance	13,645		14,114		0.7		Sovereign & Public Finance	182		626		—
Telecommunications	Telecommunications	87,992		71,347		3.7		Telecommunications	72,014		66,223		3.4
Transportation: Cargo	Transportation: Cargo	27,570		27,660		1.4		Transportation: Cargo	19,668		19,292		1.0
Transportation: Consumer		26,808		27,131		1.4

Utilities: Electric	Utilities: Electric	836		846		—		Utilities: Electric	898		888		—
Wholesale	Wholesale	28,255		28,116		1.4		Wholesale	12,009		12,085		0.6
		$	1,996,255	$	1,948,206	100.0	%		$	2,012,187	$	1,948,957	100.0	%

The geographical composition of investments at fair value as of September 30, ~~2021~~2022 was as follows:


Geography	Geography	Amortized Cost		Fair Value		% of Fair Value		Geography	Amortized Cost		Fair Value		% of Fair Value
Canada	Canada	$	46,431	$	47,646	2.4	%	Canada	$	35,895	$	36,502	1.9	%

Cyprus	Cyprus	6,343		6,686		0.3		Cyprus	6,567		6,137		0.2

Italy								Italy	5,315		4,360		0.2
Luxembourg	Luxembourg	41,694		38,854		2.0		Luxembourg	41,499		38,243		2.0
Sweden								Sweden	1,168		142		—
United Kingdom	United Kingdom	92,436		95,584		4.9		United Kingdom	81,526		75,105		3.9
United States	United States	1,809,351		1,759,436		90.4		United States	1,840,217		1,788,468		91.8
Total	Total	$	1,996,255	$	1,948,206	100.0	%	Total	$	2,012,187	$	1,948,957	100.0	%

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

2022

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, ~~2020~~2021

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value(5)			% of Net Assets		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 (65.2% of fair value)
First Lien Debt (62.1% of fair value)															First Lien Debt (62.1% of fair value)
Advanced Web Technologies Holding Company	Advanced Web Technologies Holding Company	^	(2)(3)(13)	Containers, Packaging & Glass	L + 6.00%	7.00%	12/17/2020	12/17/2026	$	6,042	$	5,859	$	5,858		0.65	%	Advanced Web Technologies Holding Company		^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.75%		6.75%		12/17/2020		12/17/2026			$	7,177		$	6,970		$	7,297		0.77	%
Airnov, Inc.	Airnov, Inc.	^*	(2)(3)(13)	Containers, Packaging & Glass	L + 5.25%	6.25%	12/20/2019	12/19/2025	11,216		11,057		11,221			1.24		Airnov, Inc.		^*		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.00%		6.00%		12/20/2019		12/19/2025			1,862			1,833			1,862			0.20
Alpha Packaging Holdings, Inc.		*	(2)(3)	Containers, Packaging & Glass	L + 6.00%	7.00%	6/26/2015	11/12/2021	2,784		2,784		2,784			0.31
Alpine SG, LLC		*	(2)(3)	High Tech Industries	L + 5.75%	6.75%	2/2/2018	11/16/2022	10,890		10,835		10,808			1.20
Alpine SG, LLC		^	(2)(3)	High Tech Industries	L + 8.50%	9.50%	7/24/2020	11/16/2022	1,618		1,578		1,612			0.18
Alpine SG, LLC		^*	(2)(3)	High Tech Industries	L + 6.50%	7.50%	11/2/2020	11/16/2022	10,750		10,452		10,698			1.19
Allied Universal Holdco LLC															Allied Universal Holdco LLC				^		(2)(3)		Business Services		LIBOR		4.25%		4.46%		2/17/2021		7/10/2026		497				500			498			0.04
American Physician Partners, LLC	American Physician Partners, LLC	^*	(2)(3)(13)	Healthcare & Pharmaceuticals	L + 6.75%	7.75%	1/7/2019	12/21/2021	28,848		28,715		27,295			3.03		American Physician Partners, LLC		^*		(2)(3)(14)		Healthcare & Pharmaceuticals		LIBOR		6.75%, 1.50% PIK		9.25%		1/7/2019		2/21/2022			27,908			27,886			27,908			2.94
AMS Group HoldCo, LLC		^	(2)(3)(13)	Transportation: Cargo	L + 6.50%	7.50%	9/29/2017	9/29/2023	22,252		22,004		21,945			2.43
Analogic Corporation	Analogic Corporation	*	(2)(3)(13)	Capital Equipment	L + 5.25%	6.25%	6/22/2018	6/22/2024	2,361		2,332		2,361			0.26		Analogic Corporation		^*		(2)(3)(14)		Capital Equipment		LIBOR		5.25%		6.25%		6/22/2018		6/22/2024			2,434			2,412			2,408			0.25
Anchor Hocking, LLC		^	(2)(3)	Durable Consumer Goods	L + 11.75%	12.75%	1/25/2019	1/25/2024	9,758		9,547		9,358			1.04
Applied Technical Services, LLC	Applied Technical Services, LLC	^	(2)(3)(13)	Business Services	L + 5.75%	6.75%	12/29/2020	12/29/2026	395		382		382			0.04		Applied Technical Services, LLC		^		(2)(3)(14)		Business Services		LIBOR		5.75%		6.75%		12/29/2020		12/29/2026			536			525			536			0.06
Appriss Health, LLC															Appriss Health, LLC				^		(2)(3)(14)		Healthcare & Pharmaceuticals		LIBOR		7.25%		8.25%		5/6/2021		5/6/2027		43,247				42,406			43,295			4.56
Apptio, Inc.	Apptio, Inc.	^	(2)(3)(13)	Software	L + 7.25%	8.25%	1/10/2019	1/10/2025	5,184		5,073		5,297			0.59		Apptio, Inc.		^		(2)(3)(14)		Software		LIBOR		7.25%		8.25%		1/10/2019		1/10/2025			6,131			6,044			6,130			0.65
At Home Holding III, Inc.		^	(2)(3)(7)	Retail	L + 9.00%	10.00%	6/12/2020	7/27/2022	875		858		870			0.10
Ascend Buyer, LLC															Ascend Buyer, LLC				^		(2)(3)(14)		Containers, Packaging & Glass		LIBOR		5.75%		6.50%		9/30/2021		9/30/2028		12,838				12,569			12,618			1.33
Associations, Inc.															Associations, Inc.				^		(2)(3)(14)		Construction & Building		LIBOR		4.00%, 2.50% PIK		7.50%		7/2/2021		7/2/2027		11,570				11,457			11,599			1.22
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^*	(2)(3)(7)	Software	L + 5.75%	6.75%	12/24/2019	12/24/2026	32,819		32,093		29,970			3.32		Aurora Lux FinCo S.Á.R.L. (Luxembourg)		^*		(2)(3)(7)		Software		LIBOR		6.00%		7.00%		12/24/2019		12/24/2026			32,488			31,870			29,269			3.08
Avenu Holdings, LLC	Avenu Holdings, LLC	^*	(2)(3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2018	9/28/2024	37,276		36,883		37,276			4.14		Avenu Holdings, LLC		*		(2)(3)		Sovereign & Public Finance		LIBOR		5.25%		6.25%		9/28/2018		9/28/2024			13,545			13,451			13,545			1.43
Barnes & Noble, Inc.	Barnes & Noble, Inc.	^	(2)(3)(11)	Retail	L + 5.50%	6.50%	8/7/2019	8/7/2024	16,744		16,426		15,808			1.75		Barnes & Noble, Inc.		^		(2)(3)(11)		Retail		LIBOR		6.50%		7.50%		8/7/2019		12/20/2026			28,932			27,926			28,146			2.97
BlueCat Networks, Inc. (Canada)	BlueCat Networks, Inc. (Canada)	*	(2)(3)(7)	High Tech Industries	L + 6.25%	7.25%	10/30/2020	10/30/2026	11,468		11,243		11,239			1.25		BlueCat Networks, Inc. (Canada)		*		(2)(3)(7)		High Tech Industries		LIBOR		6.25%		7.25%		10/30/2020		10/30/2026			11,468			11,270			11,583			1.22
BMS Holdings III Corp.	BMS Holdings III Corp.	*	(2)(3)	Construction & Building	L + 5.25%	6.25%	9/30/2019	9/30/2026	1,596		1,554		1,578			0.18		BMS Holdings III Corp.		^		(2)(3)(14)		Construction & Building		LIBOR		5.50%		6.50%		9/30/2019		9/30/2026			—			(180)			(149)			(0.02)
Bubbles Bidco S.P.A. (Italy)															Bubbles Bidco S.P.A. (Italy)				^		(2)(3)(7)(14)		Consumer Goods: Non-Durable		LIBOR		9.25% (100% PIK)		9.25%		10/20/2021		10/20/2028		€	4,700			5,312			5,167			0.54
Bubbles Bidco S.P.A. (Italy)															Bubbles Bidco S.P.A. (Italy)				^		(2)(3)(7)(14)		Consumer Goods: Non-Durable		LIBOR		6.25%		6.25%		10/20/2021		10/20/2028		€	—			(9)			(9)			—
Captive Resources Midco, LLC	Captive Resources Midco, LLC	^*	(2)(3)(13)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	6/30/2015	5/31/2025	10,525		10,370		10,611			1.18		Captive Resources Midco, LLC		^*		(2)(3)(14)		Banking, Finance, Insurance & Real Estate		LIBOR		5.50%		6.25%		6/30/2015		5/31/2027			10,223			10,104			10,152			1.07
Central Security Group, Inc.		^*	(2)(3)	Consumer Services	L + 6.00%	7.00%	10/16/2020	10/16/2025	9,278		9,278		7,930			0.88
Chartis Holding, LLC	Chartis Holding, LLC	^*	(2)(3)(13)	Business Services	L + 5.50%	6.50%	5/1/2019	5/1/2025	16,266		15,969		16,275			1.81		Chartis Holding, LLC		^*		(2)(3)(14)		Business Services		LIBOR		5.50%		6.50%		5/1/2019		5/1/2025			694			686			694			0.07
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	^*	(2)(3)(7)(13)	Software	L + 5.00%	6.00%	8/30/2018	8/30/2023	471		469		471			0.05		Chemical Computing Group ULC (Canada)		^*		(2)(3)(7)(14)		Software		LIBOR		4.50%		5.50%		8/30/2018		8/30/2024			466			465			464			0.05
Chudy Group, LLC															Chudy Group, LLC				^		(2)(3)(14)		Healthcare & Pharmaceuticals		LIBOR		5.75%		6.75%		6/30/2021		6/30/2027		826				812			841			0.09
CircusTrix Holdings, LLC															CircusTrix Holdings, LLC				^*		(2)(3)		Hotel, Gaming & Leisure		LIBOR		5.50%, 2.50% PIK		9.00%		2/2/2018		1/16/2024		10,544				10,523			9,415			0.99
CircusTrix Holdings, LLC	CircusTrix Holdings, LLC	^*	(2)(3)	Hotel, Gaming & Leisure	L + 6.75% (100% PIK)	7.75%	2/2/2018	12/6/2021	10,023		9,987		8,093			0.90		CircusTrix Holdings, LLC		^		(2)(3)		Hotel, Gaming & Leisure		LIBOR		5.50%, 2.50% PIK		9.00%		1/8/2021		7/16/2023			697			640			697			0.07
Cobblestone Intermediate Holdco LLC	Cobblestone Intermediate Holdco LLC	^	(2)(3)(13)	Consumer Services	L + 4.75%	5.75%	1/29/2020	1/29/2026	720		713		723			0.08		Cobblestone Intermediate Holdco LLC		^		(2)(3)		Consumer Services		LIBOR		5.50%		6.25%		1/29/2020		1/29/2026			723			718			712			0.08
Comar Holding Company, LLC		^*	(2)(3)(13)	Containers, Packaging & Glass	L + 5.50%	6.50%	6/18/2018	6/18/2024	22,037		21,636		22,147			2.46
Cority Software Inc. (Canada)		^*	(2)(3)(7)(13)	Software	L + 5.25%	6.25%	7/2/2019	7/2/2026	10,622		10,401		10,718			1.19
Cority Software Inc. (Canada)		^	(2)(3)(7)	Software	L + 7.25%	8.25%	9/3/2020	7/2/2026	1,898		1,843		1,935			0.21
Derm Growth Partners III, LLC		^	(2)(3)(8)	Healthcare & Pharmaceuticals	L + 6.25% (100% PIK)	7.25%	5/31/2016	5/31/2022	56,320		56,046		28,212			3.13
DermaRite Industries, LLC		^*	(2)(3)(13)	Healthcare & Pharmaceuticals	L + 7.00%	8.00%	3/3/2017	3/3/2022	18,862		18,776		18,656			2.07
Designer Brands Inc.		^	(2)(3)(7)	Retail	L + 8.50%	9.75%	8/7/2020	8/7/2025	17,955		17,534		17,811			1.98

2123

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
Assets
Diligent Corporation ^ (2)(3)(13) Telecommunications L + 6.25% 7.25% 8/4/2020 8/4/2025 $ 579 $ 561 $ 588 0.07 %
DTI Holdco, Inc. * (2)(3) High Tech Industries L + 4.75% 5.75% 12/18/2018 9/30/2023 1,954 1,876 1,741 0.19
Emergency Communications Network, LLC ^* (2)(3) Telecommunications L + 2.625%, 5.125% PIK 8.75% 6/1/2017 6/1/2023 24,370 24,269 21,349 2.37
Ensono, LP * (2)(3) Telecommunications L + 5.25% 5.40% 4/30/2018 6/27/2025 2,158 2,142 2,142 0.24
Ensono, LP ^* (2)(3) Telecommunications L + 5.75% 5.90% 6/25/2020 6/27/2025 18,131 18,008 17,995 2.00
Ethos Veterinary Health LLC ^ (2)(3)(13) Consumer Services L + 4.75% 4.90% 5/17/2019 5/15/2026 2,612 2,570 2,540 0.28
EvolveIP, LLC ^ (2)(3)(13) Telecommunications L + 5.75% 6.75% 11/26/2019 6/7/2023 25,864 25,806 25,828 2.87
Frontline Technologies Holdings, LLC * (2)(3) Software L + 5.75% 6.75% 9/18/2017 9/18/2023 3,099 3,081 3,037 0.34
FWR Holding Corporation ^* (2)(3)(13) Beverage, Food & Tobacco L + 5.50%, 1.50% PIK 8.00% 8/21/2017 8/21/2023 34,555 34,175 31,216 3.46
Helios Buyer, Inc. ^ (2)(3)(13) Consumer Services L + 6.00% 7.00% 12/15/2020 12/15/2026 8,749 8,456 8,454 0.94
Hercules Borrower LLC ^ (2)(3)(13) Environmental Industries L + 6.50% 7.50% 12/14/2020 12/14/2026 18,592 18,077 18,073 2.01
Higginbotham Insurance Agency, Inc. ^ (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.75% 6.50% 11/25/2020 11/25/2026 3,902 3,828 3,827 0.42
iCIMS, Inc. ^ (2)(3) Software L + 6.50% 7.50% 9/12/2018 9/12/2024 1,670 1,646 1,666 0.18
Individual FoodService Holdings, LLC ^ (2)(3)(13) Wholesale L + 6.25% 7.25% 2/21/2020 11/22/2025 3,883 3,797 3,759 0.42
Individual FoodService Holdings, LLC ^ (2)(3)(13) Wholesale L + 6.25% 7.25% 12/31/2020 11/22/2025 2,197 2,134 2,134 0.24
Innovative Business Services, LLC ^* (2)(3) High Tech Industries L + 5.50% 6.50% 4/5/2018 4/5/2023 13,779 13,523 13,484 1.50
Integrity Marketing Acquisition, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 1/15/2020 8/27/2025 4,970 4,907 5,011 0.56
K2 Insurance Services, LLC ^* (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/3/2019 7/1/2024 18,651 18,323 18,653 2.07
Kaseya, Inc. ^ (2)(3)(13) High Tech Industries L + 4.00%, 3.00% PIK 8.00% 5/3/2019 5/2/2025 14,871 14,610 14,940 1.66
Legacy.com, Inc. ^ (2)(3)(11) High Tech Industries L + 6.00% 7.00% 3/20/2017 3/20/2023 17,066 16,886 16,055 1.78
Lifelong Learner Holdings, LLC ^* (2)(3)(13) Business Services L + 5.75% 6.75% 10/18/2019 10/18/2026 23,814 23,355 21,580 2.39
Liqui-Box Holdings, Inc. ^ (2)(3)(13) Containers, Packaging & Glass L + 4.50% 5.50% 6/3/2019 6/3/2024 1,368 1,346 1,112 0.12
Mailgun Technologies, Inc. ^ (2)(3)(13) High Tech Industries L + 5.00% 6.00% 3/26/2019 3/26/2025 3,256 3,185 3,175 0.35
National Technical Systems, Inc. ^ (2)(3)(13) Aerospace & Defense L + 5.50% 6.50% 10/28/2020 6/12/2023 1,175 1,150 1,160 0.13
NES Global Talent Finance US, LLC (United Kingdom) * (2)(3)(7) Energy: Oil & Gas L + 5.50% 6.50% 5/9/2018 5/11/2023 9,789 9,697 8,859 0.98
NMI AcquisitionCo, Inc. ^* (2)(3)(13) High Tech Industries L + 5.00% 6.00% 9/6/2017 9/6/2022 40,756 40,442 40,336 4.48
Paramit Corporation * (2)(3) Capital Equipment L + 4.50% 5.50% 5/3/2019 5/3/2025 5,213 5,174 5,109 0.57
Paramit Corporation ^ (2)(3)(13) Capital Equipment L + 5.25% 6.25% 11/24/2020 5/3/2025 3,029 2,912 2,909 0.32
Park Place Technologies, LLC ^ (2)(3) High Tech Industries L + 5.00% 6.00% 11/19/2020 11/19/2027 20,000 19,211 19,150 2.12


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
Comar Holding Company, LLC	^*	(2)(3)(14)	Containers, Packaging & Glass	LIBOR	5.75%	6.75%	6/18/2018	6/18/2024	$	26,443	$	26,152	$	25,855	2.73	%
Cority Software Inc. (Canada)	^*	(2)(3)(7)(14)	Software	LIBOR	5.00%	6.00%	7/2/2019	7/2/2026	10,515		10,334		10,510		1.11
Cority Software Inc. (Canada)	^	(2)(3)(7)	Software	LIBOR	7.00%	8.00%	9/3/2020	7/2/2026	1,879		1,833		1,900		0.20
DCA Investment Holding, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	6.25%	7.00%	3/11/2021	3/12/2027	10,841		10,680		10,777		1.14
Derm Growth Partners III, LLC	^	(2)(3)(8)	Healthcare & Pharmaceuticals	LIBOR	6.25%	7.25%	5/31/2016	5/31/2022	55,808		50,996		37,471		3.95
DermaRite Industries, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	7.00%	8.00%	3/3/2017	3/3/2022	19,558		19,546		15,961		1.68
Designer Brands Inc.	^	(2)(3)(7)	Retail	LIBOR	8.50%	9.75%	8/7/2020	8/7/2025	17,046		16,718		16,846		1.78
Diligent Corporation	^	(2)(3)(14)	Telecommunications	LIBOR	6.25%	7.25%	8/4/2020	8/4/2025	603		588		615		0.06
DTI Holdco, Inc.	^	(2)(3)	High Tech Industries	LIBOR	4.75%	5.75%	12/18/2018	9/30/2023	1,934		1,883		1,907		0.20
Dwyer Instruments, Inc	^*	(2)(3)(14)	Capital Equipment	LIBOR	5.50%	6.25%	7/21/2021	7/21/2027	2,463		2,383		2,452		0.26
Ellkay, LLC	^	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	5.75%	6.75%	9/14/2021	9/14/2027	14,249		13,943		13,923		1.47
Emergency Communications Network, LLC	^*	(2)(3)	Telecommunications	LIBOR	2.625%, 5.125% PIK	8.75%	6/1/2017	6/1/2023	25,261		25,201		21,814		2.30
EPS Nass Parent, Inc.	^	(2)(3)(14)	Utilities: Electric	LIBOR	5.75%	6.75%	4/19/2021	4/19/2028	887		869		878		0.09
Ethos Veterinary Health LLC	^	(2)(3)	Consumer Services	LIBOR	4.75%	4.85%	5/17/2019	5/15/2026	2,586		2,569		2,586		0.27
EvolveIP, LLC	^*	(2)(3)(14)	Telecommunications	LIBOR	5.50%	6.50%	11/26/2019	6/7/2025	5,468		5,461		5,436		0.57
Frontline Technologies Holdings, LLC	^*	(2)(3)	Software	LIBOR	5.25%	6.25%	9/18/2017	9/18/2023	3,068		3,056		3,068		0.32
Greenhouse Software, Inc.	^	(2)(3)(14)	Software	LIBOR	6.50%	7.50%	3/1/2021	3/1/2027	15,196		14,858		14,870		1.57
Harbour Benefit Holdings, Inc.	^*	(2)(3)(14)	Business Services	LIBOR	5.25%	6.25%	12/13/2017	12/13/2024	9,451		9,377		9,336		0.98
Heartland Home Services, Inc	^*	(2)(3)(14)	Consumer Services	LIBOR	6.00%	7.00%	12/15/2020	12/15/2026	7,314		7,169		7,371		0.78
Hercules Borrower LLC	^*	(2)(3)(14)	Environmental Industries	LIBOR	6.50%	7.50%	12/14/2020	12/14/2026	18,453		17,987		18,865		1.99
Higginbotham Insurance Agency, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	11/25/2020	11/25/2026	4,978		4,916		4,978		0.52
Hoosier Intermediate, LLC	^*	(2)(3)(14)	Healthcare & Pharmaceuticals	LIBOR	5.50%	6.50%	11/15/2021	11/15/2028	16,479		16,108		16,101		1.70
iCIMS, Inc.	^	(2)(3)	Software	LIBOR	6.50%	7.50%	9/12/2018	9/12/2024	1,671		1,652		1,670		0.18
Individual FoodService Holdings, LLC	^*	(2)(3)(14)	Wholesale	LIBOR	6.25%	7.25%	2/21/2020	11/22/2025	8,129		7,958		8,143		0.86
Infront Luxembourg Finance S.À R.L. (Luxembourg)	^	(2)(3)(7)	Hotel, Gaming & Leisure	LIBOR	9.00%	9.00%	5/28/2021	5/28/2027	€	8,250	9,777		9,134		0.96
Integrity Marketing Acquisition, LLC	*	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.75%	6.75%	1/15/2020	8/27/2025	4,920		4,864		4,896		0.52
Integrity Marketing Acquisition, LLC	^	(2)(3)(14)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	12/3/2021	8/27/2025	—		(75)		(51)		(0.01)

2224

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
Assets
PF Growth Partners, LLC ^* (2)(3)(13) Hotel, Gaming & Leisure L + 7.00% 8.00% 7/1/2019 7/11/2025 $ 7,294 $ 7,198 $ 6,778 0.75 %
Plano Molding Company, LLC ^ (2)(3) Hotel, Gaming & Leisure L + 7.50%, 1.50% PIK 10.00% 5/1/2015 5/12/2022 14,693 14,664 13,001 1.44
Plano Molding Company, LLC ^ (2)(3) Hotel, Gaming & Leisure L + 7.50%, 1.50% PIK 10.00% 8/7/2020 5/12/2022 1,081 1,073 1,081 0.12
PPC Flexible Packaging, LLC ^* (2)(3)(13) Containers, Packaging & Glass L + 6.00% 7.00% 11/23/2018 11/23/2024 11,338 11,234 11,300 1.25
PPT Management Holdings, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00%, 2.50% PIK 9.50% 12/15/2016 12/16/2022 27,896 27,817 22,798 2.53
PricewaterhouseCoopers Public Sector LLP ^ (2)(3)(13) Aerospace & Defense L + 3.25% 3.49% 5/1/2018 5/1/2023 — (74) (32) —
Product Quest Manufacturing, LLC ^ (2)(3)(8) Containers, Packaging & Glass L + 6.75% 10.00% 9/21/2017 3/31/2021 840 840 423 0.05
Propel Insurance Agency, LLC (2)(3) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 6/1/2018 6/1/2024 2,339 2,327 2,316 0.26
QW Holding Corporation ^* (2)(3)(13) Environmental Industries L + 6.25% 7.25% 8/31/2016 8/31/2022 43,119 42,771 40,990 4.55
Redwood Services Group, LLC * (2)(3) High Tech Industries L + 6.00% 7.00% 11/13/2018 6/6/2023 5,043 5,017 5,030 0.56
Redwood Services Group, LLC * (2)(3) High Tech Industries L + 8.50% 9.50% 8/14/2020 6/6/2023 3,474 3,378 3,494 0.39
Redwood Services Group, LLC ^* (2)(3)(13) High Tech Industries L + 7.25% 8.25% 10/19/2020 6/6/2023 12,957 12,628 13,024 1.44
Regency Entertainment, Inc. ^ (2)(3) Media: Diversified & Production L + 6.75% 7.75% 5/22/2020 10/22/2025 20,000 19,636 19,600 2.17
Reladyne, Inc. * (2)(3) Wholesale L + 5.00% 6.00% 8/21/2020 7/22/2022 10,100 10,017 10,146 1.13
Riveron Acquisition Holdings, Inc. * (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2019 5/22/2025 11,517 11,341 11,595 1.29
RSC Acquisition, Inc. ^ (2)(3)(13) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2019 11/1/2026 10,711 10,534 10,824 1.20
Sapphire Convention, Inc. ^* (2)(3)(13) Telecommunications L + 6.25% 7.25% 11/20/2018 11/20/2025 28,812 28,342 24,000 2.66
Smile Doctors, LLC ^* (2)(3)(13) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2017 10/6/2022 16,930 16,872 16,577 1.84
Southern Graphics, Inc. ^ (2)(3)(11) Media: Advertising, Printing & Publishing L + 6.50% 7.50% 10/30/2020 10/23/2023 9,959 9,769 9,849 1.09
Sovos Brands Intermediate, Inc. * (2)(3) Beverage, Food & Tobacco L + 4.75% 4.96% 11/16/2018 11/20/2025 17,498 17,360 17,348 1.92
SPay, Inc. ^* (2)(3)(13) Hotel, Gaming & Leisure L + 5.75%, 2.00% PIK 8.75% 6/15/2018 6/17/2024 21,365 21,099 17,318 1.92
Superior Health Linens, LLC ^* (2)(3)(13) Business Services L + 6.50% 7.50% 9/30/2016 9/30/2021 13,155 13,116 13,079 1.45
T2 Systems, Inc. ^* (2)(3)(13) Transportation: Consumer L + 6.75% 7.75% 9/28/2016 9/28/2022 26,605 26,356 26,605 2.95
Tank Holding Corp. ^ (2)(3)(13) Capital Equipment L + 3.50% 3.74% 3/26/2019 3/26/2024 — — (1) —
TCFI Aevex LLC ^* (2)(3)(13) Aerospace & Defense L + 6.00% 7.00% 3/18/2020 3/18/2026 9,693 9,503 9,650 1.07
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B ^ (2)(3)(7) Banking, Finance, Insurance & Real Estate L + 6.50%, 3.00% PIK 10.25% 7/23/2019 6/30/2024 £ 20,740 25,406 28,078 3.12


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
Jeg's Automotive, LLC	^*	(2)(3)(14)	Automotive	LIBOR	5.75%	6.75%	12/22/2021	12/22/2027	$	30,000	$	29,203	$	29,200	3.08	%
K2 Insurance Services, LLC	^*	(2)(3)(14)	Banking, Finance, Insurance & Real Estate	LIBOR	5.00%	6.00%	7/3/2019	7/1/2026	3,364		3,305		3,357		0.35
Kaseya, Inc.	^	(2)(3)(14)	High Tech Industries	LIBOR	5.50%, 1.00% PIK	7.50%	5/3/2019	5/3/2025	18,972		18,716		18,848		1.99
Lifelong Learner Holdings, LLC	^	(2)(3)(14)	Business Services	LIBOR	5.75%	6.75%	10/18/2019	10/18/2026	26,210		25,830		24,035		2.53
LinQuest Corporation	*	(2)(3)	Aerospace & Defense	LIBOR	5.75%	6.50%	7/28/2021	7/28/2028	9,975		9,785		9,816		1.03
Liqui-Box Holdings, Inc.	^	(2)(3)(14)	Containers, Packaging & Glass	LIBOR	4.50%	5.50%	6/3/2019	6/3/2024	1,490		1,475		1,229		0.13
LVF Holdings, Inc.	^*	(2)(3)(14)	Beverage, Food & Tobacco	LIBOR	6.25%	7.25%	6/10/2021	6/10/2027	41,227		40,356		40,056		4.22
Material Holdings, LLC	^*	(2)(3)(14)	Business Services	LIBOR	5.75%	6.50%	8/19/2021	8/19/2027	6,906		6,741		6,800		0.72
Maverick Acquisition, Inc.	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.00%	7.00%	6/1/2021	6/1/2027	35,962		35,192		35,061		3.70
Medical Manufacturing Technologies, LLC	^	(2)(3)(14)	Healthcare & Pharmaceuticals	SOFR	6.00%	7.00%	12/23/2021	12/23/2027	21,280		20,654		20,652		2.18
MMIT Holdings, LLC	^	(2)(3)(14)	High Tech Industries	LIBOR	6.25%	7.25%	9/15/2021	9/15/2027	11,087		10,858		10,853		1.14
National Technical Systems, Inc.	^	(2)(3)(14)	Aerospace & Defense	LIBOR	5.50%	6.50%	10/28/2020	6/12/2023	1,167		1,151		1,167		0.12
NES Global Talent Finance US, LLC (United Kingdom)	^	(2)(3)(7)	Energy: Oil & Gas	LIBOR	5.50%	6.50%	5/9/2018	5/11/2023	9,688		9,634		9,424		0.99
NMI AcquisitionCo, Inc.	^*	(2)(3)(14)	High Tech Industries	LIBOR	5.75%	6.50%	9/6/2017	9/6/2025	40,335		40,206		39,822		4.20
Performance Health Holdings, Inc.	*	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.00%	7.00%	7/12/2021	7/12/2027	7,182		7,048		7,083		0.75
PF Atlantic Holdco 2, LLC	^*	(2)(3)(14)	Hotel, Gaming & Leisure	LIBOR	6.00%	7.00%	11/12/2021	11/12/2027	27,723		26,941		26,923		2.84
PF Growth Partners, LLC	^*	(2)(3)	Hotel, Gaming & Leisure	LIBOR	5.50%	6.50%	7/1/2019	7/11/2025	8,039		7,962		7,922		0.83
PPT Management Holdings, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.00%, 2.00% PIK	9.00%	12/15/2016	12/16/2022	28,366		28,326		24,166		2.55
Product Quest Manufacturing, LLC	^	(2)(3)(8)	Containers, Packaging & Glass	LIBOR	6.75%	10.00%	9/21/2017	3/31/2021	840		840		840		0.09
Prophix Software Inc. (Canada)	^	(2)(3)(7)(14)	Software	LIBOR	6.50%	7.50%	2/1/2021	2/1/2026	10,963		10,735		11,093		1.17
Quantic Electronics, LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.25%	7.25%	11/19/2020	11/19/2026	14,625		14,333		14,418		1.52
Quantic Electronics, LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.25%	7.25%	3/1/2021	3/1/2027	8,882		8,662		8,727		0.92
QW Holding Corporation	^*	(2)(3)	Environmental Industries	LIBOR	6.25%	7.25%	8/31/2016	8/31/2024	42,671		42,530		41,933		4.42
Redwood Services Group, LLC	^*	(2)(3)	High Tech Industries	LIBOR	6.00%	7.00%	11/13/2018	6/6/2024	30,885		30,562		30,884		3.26
Regency Entertainment, Inc.	^	(2)(3)	Media: Diversified & Production	LIBOR	6.75%	7.75%	5/22/2020	10/22/2025	20,000		19,700		19,666		2.07
Riveron Acquisition Holdings, Inc.	*	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.75%	6.75%	5/22/2019	5/22/2025	11,401		11,262		11,401		1.20

2325

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

Investments—non-controlled/non-affiliated (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Acquisition Date Maturity Date Par/ Principal Amount **
Amortized Cost (4)
Fair Value(5)
% of Net
Assets
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C ^ (2)(3)(7)(13) Banking, Finance, Insurance & Real Estate L + 6.50%, 3.00% PIK 10.25% 7/23/2019 6/30/2024 £ 3,816 $ 4,748 $ 5,727 0.64 %
Trump Card, LLC ^* (2)(3)(13) Transportation: Cargo L + 5.50% 6.50% 6/26/2018 4/21/2022 7,594 7,572 7,444 0.83
TSB Purchaser, Inc. ^* (2)(3)(13) Media: Advertising, Printing & Publishing L + 6.00% 7.00% 5/14/2018 5/14/2024 18,666 18,354 18,501 2.05
Turbo Buyer, Inc. ^* (2)(3)(13) Automotive L + 5.25% 6.25% 12/2/2019 12/2/2025 24,323 23,766 24,567 2.73
Tweddle Group, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 9/17/2018 9/17/2023 1,825 1,808 1,678 0.19
U.S. Acute Care Solutions, LLC * (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 2/21/2019 5/15/2021 4,242 4,235 3,956 0.44
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 7.50%, 1.00% PIK 8.50% 9/15/2019 9/15/2026 € 4,575 4,832 5,464 0.61
Unifrutti Financing PLC (Cyprus) ^ (7) Beverage, Food & Tobacco 11.00% PIK 11.00% 10/22/2020 9/15/2026 € 647 724 754 0.08
US INFRA SVCS Buyer, LLC ^ (2)(3)(13) Environmental Industries L + 6.00% 7.00% 4/13/2020 4/13/2026 3,248 2,688 3,175 0.35
USLS Acquisition, Inc. ^* (2)(3)(13) Business Services L + 5.75% 6.75% 11/30/2018 11/30/2024 21,447 21,124 19,981 2.22
USLS Acquisition, Inc. ^ (2)(3)(13) Business Services L + 5.75% 6.75% 9/3/2020 11/30/2024 — (22) — —
VRC Companies, LLC ^* (2)(3)(13) Business Services L + 6.50% 7.50% 3/31/2017 3/31/2023 33,286 33,048 33,286 3.69
Westfall Technik, Inc. ^* (2)(3)(13) Chemicals, Plastics & Rubber L + 6.25% 7.25% 9/13/2018 9/13/2024 27,720 27,457 25,733 2.85
Wheel Pros, LLC * (2)(3) Automotive L + 5.25% 6.25% 11/18/2020 11/6/2027 18,750 18,286 18,390 2.04
YLG Holdings, Inc. ^ (2)(3)(13) Consumer Services L + 6.25% 7.25% 9/30/2020 11/1/2025 1,401 1,343 1,370 0.15
Zemax Software Holdings, LLC * (2)(3)(13) Software L + 5.75% 6.75% 6/25/2018 6/25/2024 6,285 6,216 6,119 0.68
Zenith Merger Sub, Inc. ^* (2)(3)(13) Business Services L + 5.25% 6.25% 12/13/2017 12/13/2023 14,164 14,034 14,031 1.56
First Lien Debt Total $ 1,246,281 $ 1,190,871 132.16 %
Second Lien Debt (15.6% of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3)(7) Aerospace & Defense L + 8.25% 9.25% 1/17/2020 1/17/2028 $ 24,814 $ 24,305 $ 25,546 2.83 %
Aimbridge Acquisition Co., Inc. ^ (2)(3) Hotel, Gaming & Leisure L + 7.50% 7.65% 2/1/2019 2/1/2027 9,241 9,104 7,993 0.89
AQA Acquisition Holding, Inc. ^ (2)(3) High Tech Industries L + 8.00% 9.00% 10/1/2018 5/24/2024 39,000 38,741 39,000 4.33
Brave Parent Holdings, Inc. ^* (2)(3) Software L + 7.50% 7.64% 10/3/2018 4/19/2026 19,062 18,711 19,062 2.11
Drilling Info Holdings, Inc. ^ (2)(3) Energy: Oil & Gas L + 8.25% 8.40% 2/11/2020 7/30/2026 18,600 18,145 18,228 2.02
Jazz Acquisition, Inc. ^ (2)(3) Aerospace & Defense L + 8.00% 8.15% 6/13/2019 6/18/2027 23,450 23,150 18,146 2.01
Outcomes Group Holdings, Inc. ^* (2)(3) Business Services L + 7.50% 7.75% 10/23/2018 10/26/2026 3,462 3,455 3,462 0.38
PAI Holdco, Inc. ^ (2)(3) Automotive L + 6.25%, 2.00% PIK 9.25% 10/28/2020 10/28/2028 13,530 13,132 13,329 1.48
Pharmalogic Holdings Corp. ^ (2)(3) Healthcare & Pharmaceuticals L + 8.00% 9.00% 6/7/2018 12/11/2023 800 798 783 0.09
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.15% 4/2/2019 4/2/2027 7,048 6,930 6,994 0.78
Reladyne, Inc. ^ (2)(3) Wholesale L + 9.50% 10.50% 4/19/2018 1/21/2023 12,242 12,133 11,956 1.33


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
RSC Acquisition, Inc.	^	(2)(3)(14)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	11/1/2019	11/1/2026	$	8,533	$	8,395	$	8,577	0.90	%
Sapphire Convention, Inc.	^*	(2)(3)(14)	Telecommunications	LIBOR	6.25%	7.25%	11/20/2018	11/20/2025	29,906		29,530		25,528		2.69
SPay, Inc.	^*	(2)(3)(14)	Hotel, Gaming & Leisure	LIBOR	2.30%, 6.95% PIK	10.25%	6/15/2018	6/17/2024	23,005		22,809		20,218		2.13
Speedstar Holding, LLC	^*	(2)(3)(14)	Automotive	LIBOR	7.00%	8.00%	1/22/2021	1/22/2027	27,225		26,686		27,535		2.90
Superior Health Linens, LLC	^*	(2)(3)(14)	Business Services	LIBOR	6.50%	7.50%	9/30/2016	3/31/2022	16,211		16,205		16,211		1.71
TCFI Aevex LLC	^*	(2)(3)(14)	Aerospace & Defense	LIBOR	6.00%	7.00%	3/18/2020	3/18/2026	11,168		10,979		9,276		0.98
The Leaders Romans Bidco Limited (United Kingdom) Term Loan B	^	(2)(3)(7)	Banking, Finance, Insurance & Real Estate	SONIA	6.25%, 2.50% PIK	9.50%	7/23/2019	6/30/2024	£	21,299	26,328		28,830		3.04
The Leaders Romans Bidco Limited (United Kingdom) Term Loan C	^	(2)(3)(7)(14)	Banking, Finance, Insurance & Real Estate	SONIA	6.25%, 2.50% PIK	9.50%	7/23/2019	6/30/2024	£	6,164	7,855		9,847		1.04
Trafigura Trading LLC	^	(2)(3)(13)(14)	Metals & Mining	LIBOR	8.40%	8.75%	7/26/2021	7/18/2022	2,236		2,237		2,086		0.22
Turbo Buyer, Inc.	^*	(2)(3)(14)	Automotive	LIBOR	6.00%	7.00%	12/2/2019	12/2/2025	20,377		20,002		19,945		2.10
Unifrutti Financing PLC (Cyprus)	^	(7)	Beverage, Food & Tobacco	FIXED	7.50%, 1.00% PIK	8.50%	9/15/2019	9/15/2026	€	4,621	4,917		5,353		0.56
Unifrutti Financing PLC (Cyprus)	^	(7)	Beverage, Food & Tobacco	FIXED	11.00% (100% PIK)	11.00%	10/22/2020	9/15/2026	€	756	858		887		0.09
US INFRA SVCS Buyer, LLC	^*	(2)(3)(14)	Environmental Industries	LIBOR	6.50%	7.50%	4/13/2020	4/13/2026	9,137		8,677		8,387		0.88
USALCO, LLC	*	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	7.00%	10/19/2021	10/19/2027	1,000		981		981		0.10
USLS Acquisition, Inc.	^	(2)(3)(14)	Business Services	LIBOR	5.50%	6.50%	11/30/2018	11/30/2024	15,279		15,101		15,098		1.59
Westfall Technik, Inc.	^*	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	5.75%	6.75%	9/13/2018	9/13/2024	21,477		21,313		21,277		2.24
Westfall Technik, Inc.	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.25%	7.25%	7/1/2021	9/13/2024	4,958		4,865		4,929		0.52
Wineshipping.com LLC	^*	(2)(3)(14)	Beverage, Food & Tobacco	LIBOR	5.75%	6.75%	10/29/2021	10/29/2027	14,459		14,111		14,111		1.49
Yellowstone Buyer Acquisition, LLC	^	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	6.75%	9/13/2021	9/13/2027	449		440		440		0.05
YLG Holdings, Inc.	^	(2)(3)	Consumer Services	LIBOR	5.25%	6.25%	9/30/2020	11/1/2025	1,980		1,930		1,980		0.21
First Lien Debt Total											$	1,219,219	$	1,188,862	125.30	%

Second Lien Debt (17.9% of fair value)
11852604 Canada Inc. (Canada)	^	(2)(3)(7)	Healthcare & Pharmaceuticals	LIBOR	9.50% (100% PIK)	10.50%	9/30/2021	9/30/2028	$	6,590	$	6,432	$	6,425	0.68	%
AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)(7)	Aerospace & Defense	LIBOR	8.25%	9.25%	1/17/2020	1/17/2028	24,814		24,359		25,744		2.71
Aimbridge Acquisition Co., Inc.	^	(2)(3)	Hotel, Gaming & Leisure	LIBOR	7.50%	7.60%	2/1/2019	2/1/2027	9,241		9,123		8,606		0.92

2426

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value(5)			% of Net Assets		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
AP Plastics Acquisition Holdings, LLC															AP Plastics Acquisition Holdings, LLC				^		(2)(3)		Chemicals, Plastics & Rubber		LIBOR		7.50%		8.25%		8/10/2021		8/10/2029		$	33,680			$	32,786			$	33,868			3.57	%
AQA Acquisition Holdings, Inc.															AQA Acquisition Holdings, Inc.				^*		(2)(3)		High Tech Industries		LIBOR		7.50%		8.00%		3/3/2021		3/3/2029		35,000				34,190				35,027				3.69
Blackbird Purchaser, Inc.															Blackbird Purchaser, Inc.				^		(2)(3)(14)		Capital Equipment		LIBOR		7.50%		8.25%		12/14/2021		4/8/2027		13,790				13,423				13,423				1.41
Brave Parent Holdings, Inc.															Brave Parent Holdings, Inc.				^*		(2)(3)		Software		LIBOR		7.50%		7.60%		10/3/2018		4/19/2026		18,197				17,916				18,197				1.92
Drilling Info Holdings, Inc.															Drilling Info Holdings, Inc.				^		(2)(3)		Energy: Oil & Gas		LIBOR		8.25%		8.35%		2/11/2020		7/30/2026		18,600				18,212				18,786				1.98
Jazz Acquisition, Inc.															Jazz Acquisition, Inc.				^*		(2)(3)		Aerospace & Defense		LIBOR		8.00%		8.10%		6/13/2019		6/18/2027		23,450				23,188				20,828				2.20
Outcomes Group Holdings, Inc.															Outcomes Group Holdings, Inc.				^*		(2)(3)		Business Services		LIBOR		7.50%		7.85%		10/23/2018		10/26/2026		1,731				1,728				1,731				0.18
PAI Holdco, Inc.															PAI Holdco, Inc.				^		(2)(3)		Automotive		LIBOR		5.50%, 2.00% PIK		8.50%		10/28/2020		10/28/2028		13,806				13,446				13,806				1.46
Peraton Corp.															Peraton Corp.				^*		(2)(3)		Aerospace & Defense		LIBOR		7.75%		8.50%		2/24/2021		2/1/2029		12,300				12,126				12,345				1.30
Quartz Holding Company															Quartz Holding Company				^		(2)(3)		Software		LIBOR		8.00%		8.10%		4/2/2019		4/2/2027		7,048				6,945				7,048				0.74
Stonegate Pub Company Bidco Limited (United Kingdom)	Stonegate Pub Company Bidco Limited (United Kingdom)	^	(2)(3)(7)	Beverage, Food & Tobacco	L + 8.50%	8.54%	3/12/2020	3/12/2028	£	20,000	24,729		21,902			2.43		Stonegate Pub Company Bidco Limited (United Kingdom)		^		(2)(3)(7)		Beverage, Food & Tobacco		SONIA		8.50%		8.60%		3/12/2020		3/12/2028			£	20,000			24,787				22,263				2.35
Tank Holding Corp.	Tank Holding Corp.		(2)(3)	Capital Equipment	L + 8.25%	8.40%	3/26/2019	3/26/2027	$	35,965	$	35,454	$	35,189		3.90	%	Tank Holding Corp.		^*		(2)(3)		Capital Equipment		LIBOR		8.25%		8.35%		3/26/2019		3/26/2027			35,965				35,600				36,325				3.83
TruGreen Limited Partnership	TruGreen Limited Partnership	^	(2)(3)	Consumer Services	L + 8.50%	9.25%	11/16/2020	11/2/2028	13,000		12,743		13,000			1.44		TruGreen Limited Partnership		^		(2)(3)		Consumer Services		LIBOR		8.50%		9.25%		11/16/2020		11/2/2028			13,000				12,769				13,260				1.40
Ultimate Baked Goods MIDCO, LLC		^	(2)(3)	Beverage, Food & Tobacco	L + 8.00%	9.00%	8/9/2018	8/9/2026	2,820		2,776		2,689			0.30
Watchfire Enterprises, Inc.	Watchfire Enterprises, Inc.	^	(2)(3)	Media: Advertising, Printing & Publishing	L + 8.00%	9.00%	10/2/2013	10/2/2021	7,000		6,985		6,988			0.78		Watchfire Enterprises, Inc.		^		(2)(3)		Media: Advertising, Printing & Publishing		LIBOR		8.25%		9.25%		10/2/2013		10/2/2024			7,000				7,000				7,000				0.74
World 50, Inc.	World 50, Inc.	^	(9)	Business Services	11.50%	11.50%	1/10/2020	1/9/2027	7,635		7,499		7,518			0.83		World 50, Inc.		^		(9)		Business Services		FIXED		11.50%		11.50%		1/10/2020		1/9/2027			18,552				18,215				18,405				1.94
WP CPP Holdings, LLC	WP CPP Holdings, LLC	^*	(2)(3)	Aerospace & Defense	L + 7.75%	8.75%	7/18/2019	4/30/2026	39,500		39,172		32,738			3.63		WP CPP Holdings, LLC		^		(2)(3)		Aerospace & Defense		LIBOR		7.75%		8.75%		7/18/2019		4/30/2026			29,500				29,293				28,689				3.02
Second Lien Debt Total	Second Lien Debt Total										$	297,962	$	284,523		31.56	%	Second Lien Debt Total																							$	341,538			$	341,776			36.02	%

Investments—non-controlled/non-affiliated (1)
Footnotes Industry Acquisition Date Shares/ Units Cost
Fair
Value (5)
%
of Net Assets
Equity Investments (1.9% of fair value)
Central Security Group, Inc. ^* (6) Consumer Services 10/16/2020 443 $ — $ — — %
ANLG Holdings, LLC ^ (6) Capital Equipment 6/22/2018 592 592 865 0.10
Avenu Holdings, LLC ^ (6) Sovereign & Public Finance 9/28/2018 172 172 345 0.04
BK Intermediate Company, LLC ^ (6) Healthcare & Pharmaceuticals 5/27/2020 288 288 209 0.02
Chartis Holding, LLC ^ (6) Business Services 5/1/2019 433 433 571 0.06
CIP Revolution Holdings, LLC ^ (6) Media: Advertising, Printing & Publishing 8/19/2016 318 318 245 0.03
Cority Software Inc. (Canada) ^ (6) Software 7/2/2019 250 250 295 0.03
DecoPac, Inc. ^ (6) Non-durable Consumer Goods 9/29/2017 1,500 1,500 1,664 0.18
Derm Growth Partners III, LLC ^ (6) Healthcare & Pharmaceuticals 5/31/2016 1,000 1,000 — —
GRO Sub Holdco, LLC ^ (6) Healthcare & Pharmaceuticals 3/29/2018 500 — — —
K2 Insurance Services, LLC ^ (6) Banking, Finance, Insurance & Real Estate 7/3/2019 433 433 676 0.07
Legacy.com, Inc. ^ (6) High Tech Industries 3/20/2017 1,500 1,500 613 0.07
Mailgun Technologies, Inc. ^ (6) High Tech Industries 3/26/2019 424 424 784 0.09
North Haven Goldfinch Topco, LLC ^ (6) Containers, Packaging & Glass 6/18/2018 2,315 2,315 3,043 0.34
PPC Flexible Packaging, LLC ^ (6) Containers, Packaging & Glass 2/1/2019 965 965 1,302 0.14
Paramit Corporation ^ (6) Capital Equipment 6/17/2019 150 500 758 0.08
Rough Country, LLC ^ (6) Durable Consumer Goods 5/25/2017 755 755 1,634 0.18
SiteLock Group Holdings, LLC ^ (6) High Tech Industries 4/5/2018 446 446 526 0.06
T2 Systems Parent Corporation ^ (6) Transportation: Consumer 9/28/2016 556 556 838 0.09
Tailwind HMT Holdings Corp. ^ (6) Energy: Oil & Gas 11/17/2017 20 1,334 2,001 0.22


Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (4.0% of fair value)
ANLG Holdings, LLC	^	(6)	Capital Equipment	6/22/2018	592	$	592	$	821	0.09	%
Appriss Health, LLC	^	(6)	Healthcare & Pharmaceuticals	5/6/2021	5	4,457		4,662		0.49
Atlas Ontario LP (Canada)	^	(6)(7)	Business Services	4/7/2021	5,114	5,114		5,114		0.54
Avenu Holdings, LLC	^	(6)	Sovereign & Public Finance	9/28/2018	172	172		491		0.05
Blackbird Holdco, Inc.	^	(6)	Capital Equipment	12/14/2021	10	9,461		9,461		1.00
Buckeye Parent, LLC	^	(6)	Automotive	12/22/2021	885	885		885		0.09
Chartis Holding, LLC	^	(6)	Business Services	5/1/2019	433	430		691		0.07
CIP Revolution Holdings, LLC	^	(6)	Media: Advertising, Printing & Publishing	8/19/2016	318	318		205		0.02
Cority Software Inc. (Canada)	^	(6)	Software	7/2/2019	250	250		454		0.05
Derm Growth Partners III, LLC	^	(6)	Healthcare & Pharmaceuticals	5/31/2016	1,000	1,000		—		—
Diligent Corporation	^	(6)	Telecommunications	4/5/2021	11	10,269		10,256		1.08
ECP Parent, LLC	^	(6)	Healthcare & Pharmaceuticals	3/29/2018	268	—		290		0.03

2527

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated (1)	Investments—non-controlled/non-affiliated (1)		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)			% of Net Assets		Investments—non-controlled/non-affiliated (1)				Footnotes		Industry		Acquisition Date		Shares/ Units			Cost				Fair Value (5)				% of Net Assets
GB Vino Parent, L.P.											GB Vino Parent, L.P.				^		(6)		Beverage, Food & Tobacco		10/29/2021		4		$	351			$	351			0.04	%
Integrity Marketing Group, LLC											Integrity Marketing Group, LLC				^		(6)		Banking, Finance, Insurance & Real Estate		12/21/2021		15,039		14,739				14,738				1.55
K2 Insurance Services, LLC											K2 Insurance Services, LLC				^		(6)		Banking, Finance, Insurance & Real Estate		7/3/2019		433		306				652				0.07
Legacy.com, Inc.											Legacy.com, Inc.				^		(6)		High Tech Industries		3/20/2017		1,500		1,500				1,178				0.12
Mailgun Technologies, Inc.											Mailgun Technologies, Inc.				^		(6)		High Tech Industries		3/26/2019		104		—				1,328				0.14
North Haven Goldfinch Topco, LLC											North Haven Goldfinch Topco, LLC				^		(6)		Containers, Packaging & Glass		6/18/2018		2,315		2,315				2,412				0.25
Pascal Ultimate Holdings, L.P											Pascal Ultimate Holdings, L.P				^		(6)		Capital Equipment		7/21/2021		36		364				364				0.04
Tailwind HMT Holdings Corp.											Tailwind HMT Holdings Corp.				^		(6)		Energy: Oil & Gas		11/17/2017		22		1,558				1,719				0.18
Tank Holding Corp.	Tank Holding Corp.	^	(6)	Capital Equipment	3/26/2019	850	482		944			0.10		Tank Holding Corp.		^		(6)		Capital Equipment		3/26/2019		850			482				1,261				0.13
Titan DI Preferred Holdings, Inc.	Titan DI Preferred Holdings, Inc.	^	(6)	Energy: Oil & Gas	2/11/2020	11,246	10,959		11,021			1.22		Titan DI Preferred Holdings, Inc.		^		(6)		Energy: Oil & Gas		2/11/2020		12,843			12,587				12,971				1.37
Turbo Buyer, Inc.	Turbo Buyer, Inc.	^	(6)	Automotive	12/2/2019	1,925	$	1,925	$	2,444		0.27	%	Turbo Buyer, Inc.		^		(6)		Automotive		12/2/2019		1,925			933				2,773				0.29
Tweddle Holdings, Inc.		^*	(6)	Media: Advertising, Printing & Publishing	9/17/2018	17	—		—			—
Unifrutti Financing PLC (Cyprus)	Unifrutti Financing PLC (Cyprus)	^	(6)	Beverage, Food & Tobacco	10/22/2020	—	556		575			0.06		Unifrutti Financing PLC (Cyprus)		^		(6)		Beverage, Food & Tobacco		10/22/2020		—			481				648				0.07
Unifrutti Financing PLC (Cyprus)	Unifrutti Financing PLC (Cyprus)	^	(6)	Beverage, Food & Tobacco	10/22/2020	—	—		—			—		Unifrutti Financing PLC (Cyprus)		^		(6)		Beverage, Food & Tobacco		10/22/2020		1			133				209				0.02
USLS Acquisition, Inc.	USLS Acquisition, Inc.	^	(6)	Business Services	11/30/2018	641	641		565			0.06		USLS Acquisition, Inc.		^		(6)		Business Services		11/30/2018		641			641				940				0.10
W50 Parent LLC	W50 Parent LLC	^	(6)	Business Services	1/10/2020	500	500		575			0.06		W50 Parent LLC		^		(6)		Business Services		1/10/2020		500			190				763				0.08
Zenith American Holding, Inc.	Zenith American Holding, Inc.	^	(6)	Business Services	12/13/2017	1,565	782		1,221			0.14		Zenith American Holding, Inc.		^		(6)		Business Services		12/13/2017		1,564			782				1,456				0.15
Zillow Topco LP		^	(6)	Software	6/25/2018	313	313		163			0.02
Equity Investments Total	Equity Investments Total						$	29,939	$	33,877		3.73	%	Equity Investments Total													$	70,310			$	77,093			8.13	%
Total investments—non-controlled/non-affiliated	Total investments—non-controlled/non-affiliated						$	1,574,182	$	1,509,271		167.45	%	Total investments—non-controlled/non-affiliated													$	1,631,067			$	1,607,731			169.45	%


Investments—non-controlled/affiliated	Investments—non-controlled/affiliated		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)			% of Net Assets		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 (1.4% of fair value)
First Lien Debt (1.6% of fair value)															First Lien Debt (1.6% of fair value)
Direct Travel, Inc.	Direct Travel, Inc.	^*	(2)(3)(8)(12)	Hotel, Gaming & Leisure	L + 1.00%, 7.50% PIK	9.50%	10/14/2016	10/1/2023	$	36,711	$	36,340	$	24,949		2.77	%	Direct Travel, Inc.	^*	(2)(3)(8)(12)	Hotel, Gaming & Leisure	LIBOR	1.00% (7.50% PIK)	9.50%	10/14/2016	10/1/2023	$	36,711	$	35,859	$	27,555	2.9	%
Direct Travel, Inc.	Direct Travel, Inc.	^	(2)(3)(12)(13)	Hotel, Gaming & Leisure	L + 6.00%	7.00%	10/1/2020	10/1/2023	1,231		1,231		1,231			0.14		Direct Travel, Inc.	^	(2)(3)(12)(14)	Hotel, Gaming & Leisure	LIBOR	6.00%	7.00%	10/1/2020	10/1/2023	2,731		2,603		2,731		0.29
First Lien Debt Total	First Lien Debt Total										$	37,571	$	26,180		2.91	%	First Lien Debt Total											$	38,462	$	30,286	3.19	%


Investments—non-controlled/affiliated	Investments—non-controlled/affiliated		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)			% of Net Assets		Investments—non-controlled/affiliated		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)		% of Net Assets
Equity Investments (0.00% of fair value)
Equity Investments (0.0% of fair value)											Equity Investments (0.0% of fair value)
Direct Travel, Inc.	Direct Travel, Inc.	^	(6)(12)	Hotel, Gaming & Leisure	10/1/2020	43	$	—	$	—		—	%	Direct Travel, Inc.	^	(6)(12)	Hotel, Gaming & Leisure	10/1/2020	43	$	—	$	—	—	%
Equity Investments Total	Equity Investments Total						$	—	$	—		—	%	Equity Investments Total					43	$	—	$	—	—	%
Total investments—non-controlled/affiliated	Total investments—non-controlled/affiliated						$	37,571	$	26,180		2.91	%	Total investments—non-controlled/affiliated						$	38,462	$	30,286	3.19	%

2628

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)


Investments—controlled/affiliated	Investments—controlled/affiliated		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par/ Principal Amount **		Amortized Cost (4)		Fair Value (5)			% of Net Assets		Investments—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 (0.4% of fair value)
First Lien Debt (0.7% of fair value)															First Lien Debt (0.7% of fair value)
SolAero Technologies Corp. (A1 Term Loan)	SolAero Technologies Corp. (A1 Term Loan)	^	(2)(3)(8)(10)	Telecommunications	L + 8.00% (100% PIK)	9.00%	4/12/2019	10/12/2022	$	3,166	$	3,166	$	1,214		0.13	%	SolAero Technologies Corp. (A1 Term Loan)	^	(2)(3)(8)(10)	Telecommunications	LIBOR	8.00% (100% PIK)	9.00%	4/12/2019	10/12/2022	$	3,166	$	3,166	$	2,850	0.30	%
SolAero Technologies Corp. (A2 Term Loan)	SolAero Technologies Corp. (A2 Term Loan)	^	(2)(3)(8)(10)	Telecommunications	L + 8.00% (100% PIK)	9.00%	4/12/2019	10/12/2022	8,707		8,707		3,338			0.37		SolAero Technologies Corp. (A2 Term Loan)	^	(2)(3)(8)(10)	Telecommunications	LIBOR	8.00% (100% PIK)	9.00%	4/12/2019	10/12/2022	8,707		8,707		7,835		0.83
SolAero Technologies Corp. (Priority Facilities)	SolAero Technologies Corp. (Priority Facilities)	^	(2)(3)(10)(13)	Telecommunications	L + 6.00%	7.00%	4/12/2019	10/12/2022	2,460		2,429		2,460			0.27		SolAero Technologies Corp. (Priority Facilities)	^	(2)(3)(10)(14)	Telecommunications	LIBOR	6.00%	7.00%	4/12/2019	10/12/2022	2,251		2,240		2,251		0.24
First Lien Debt Total	First Lien Debt Total										$	14,302	$	7,012		0.77	%	First Lien Debt Total											$	14,113	$	12,936	1.36	%


Investments—controlled/affiliated	Investments—controlled/affiliated		Footnotes	Industry	Acquisition Date	Shares/ Units	Cost		Fair Value (5)			% of Net Assets		Investments—controlled/affiliated			Footnotes		Industry		Acquisition Date		Shares/ Units			Cost				Fair Value (5)				% of Net Assets
Equity Investments (0.00% of fair value)
SolAero Technologies Corp.		^	(6)(10)	Telecommunications	4/12/2019	3	$	2,815	$	—		—	%
Equity Investments (0.0% of fair value)											Equity Investments (0.0% of fair value)
SolAero Technologies Corp. (Equity)											SolAero Technologies Corp. (Equity)				^	(6)(10)		Telecommunications		4/12/2019		3		$	2,815			$	—			—	%
Equity Investments Total	Equity Investments Total						$	2,815	$	—		—	%	Equity Investments Total												$	2,815			$	—			—	%


Investments—controlled/affiliated	Investments—controlled/affiliated		Footnotes	Industry	Reference Rate & Spread(2)	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ LLC Interest		Cost		Fair Value(7)			% of Net Assets		Investments—controlled/affiliated		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par Amount/ LLC Interest				Cost				Fair Value(7)				% of Net Assets
																																									Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Acquisition Date	Maturity Date	Par Amount/ LLC Interest	Cost	Fair Value(7)	% of Net Assets
Investment Funds (15.5% of fair value)
Investment Funds (13.7% of fair value)															Investment Funds (13.7% of fair value)
Middle Market Credit Fund II, LLC, Member's Interest	Middle Market Credit Fund II, LLC, Member's Interest	^	(10)(7)	Investment Funds	N/A	N/A	11/3/2020	12/31/2030	$	78,122	$	78,096	$	77,395		8.59	%	Middle Market Credit Fund II, LLC, Member's Interest	^	(7)(10)	Investment Funds	N/A		—%	11/3/2020	12/31/2030	$	78,122			$	78,096			$	77,958			8.22	%
Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest	Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest	^	(10)(7)	Investment Funds	N/A	N/A	2/29/2016	3/1/2021	216,000		216,000		205,891			22.84		Middle Market Credit Fund, LLC, Subordinated Loan and Member's Interest	^	(7)(10)	Investment Funds	N/A		—%	2/29/2016	12/31/2024	193,000				193,000				184,141				19.41
Middle Market Credit Fund, Mezzanine Loan	Middle Market Credit Fund, Mezzanine Loan	^	(2)(10)(7)(9)	Investment Funds	L + 9.00%	9.24%	6/30/2016	3/22/2021	—		—		—			—		Middle Market Credit Fund, Mezzanine Loan	^	(2)(7)(9)(10)	Investment Funds	LIBOR	9.00% (1.00% PIK)	9.210%	6/30/2016	5/21/2022	—				—				—				—
Investment Fund Total											$	294,096	$	283,286		31.43	%
Investment Funds Total															Investment Funds Total														$	271,096			$	262,099			27.62	%
Total investments—controlled/affiliated	Total investments—controlled/affiliated										$	311,213	$	290,298		32.20	%	Total investments—controlled/affiliated													$	288,024			$	275,035			29.00	%
Total investments	Total investments										$	1,922,966	$	1,825,749		202.56	%	Total investments													$	1,957,553			$	1,913,052			201.63	%

** Par amount is denominated in USD ("(“$"”) unless otherwise noted, as denominated in Euro (“€”) or British Pound (“£”)

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2021

(dollar amounts in thousands)

~~TCG BDC, INC.~~

~~CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)~~

~~As of December 31, 2020~~

~~(dollar amounts in thousands)~~

Under the Investment Company Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, ~~2020,~~2021, the Company is not an “affiliated person” of any of these portfolio companies. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, ~~2020.~~2021. As of December 31, ~~2020,~~2021, the reference rates for our variable rate loans were the 30-day LIBOR at ~~0.15%~~0.10%, the 90-day LIBOR at ~~0.25%~~0.22% and the 180-day LIBOR at ~~0.26%~~0.33%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(5)Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2, Significant Accounting Policies, and Note 3, Fair Value ~~Measurements)~~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, unless otherwise noted. As of December 31, ~~2020,~~2021, the aggregate fair value of these securities is ~~$33,877,~~$77,093, or ~~3.73%~~8.13% of the Company’s net assets.

(8)Loan was on non-accrual status as of December 31, ~~2020.~~2021.

(9)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company/investment fund.

(10)Under the Investment Company Act, the Company is deemed to be an “affiliated person” of and “control” this investment fund because the Company owns more than 25% of the investment fund’s outstanding voting securities and/or has the power to exercise control over management or policies of such investment fund. See Notes 5, Middle Market Credit Fund, LLC and 6.6, 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, ~~2020,~~2021, were as follows:


Investments—controlled/affiliated	Investments—controlled/affiliated	Fair Value as of December 31, 2019		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of December 31, 2020		Dividend and Interest Income		Investments—controlled/affiliated	Fair Value as of December 31, 2020		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of December 31, 2021		Dividend and Interest Income
Middle Market Credit Fund, LLC, Mezzanine Loan	Middle Market Credit Fund, LLC, Mezzanine Loan	$	93,000	$	63,500	$	(156,500)	$	—	$	—	$	—	$	3,049	Middle Market Credit Fund, LLC, Mezzanine Loan	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	111,596		92,500		—		—		1,795		205,891		19,750		Middle Market Credit Fund, LLC, Subordinated Loan and Member’s Interest	205,891		—		(23,000)		—		1,250		184,141		20,000
Middle Market Credit Fund II, LLC, Member’s Interest	Middle Market Credit Fund II, LLC, Member’s Interest	—		78,096		—		—		(701)		77,395		1,446		Middle Market Credit Fund II, LLC, Member’s Interest	77,395		—		—		—		563		77,958		10,063
Total investments—controlled/affiliated	Total investments—controlled/affiliated	$	204,596	$	234,096	$	(156,500)	$	—	$	1,094	$	283,286	$	24,245	Total investments—controlled/affiliated	$	283,286	$	—	$	(23,000)	$	—	$	1,813	$	262,099	$	30,063


Investments—controlled/affiliated	Investments—controlled/affiliated	Fair Value as of December 31, 2019		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of December 31, 2020		Dividend and Interest Income		Investments—controlled/affiliated	Fair Value as of December 31, 2020		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of December 31, 2021		Dividend and Interest Income
SolAero Technologies Corp. (Priority Term Loan)	SolAero Technologies Corp. (Priority Term Loan)	9,612		—		(7,152)		—		—		2,460		52		SolAero Technologies Corp. (Priority Term Loan)	2,460		—		(189)		—		(20)		2,251		185
SolAero Technologies Corp. (A1 Term Loan)	SolAero Technologies Corp. (A1 Term Loan)	3,166		—		—		—		(1,952)		1,214		—		SolAero Technologies Corp. (A1 Term Loan)	1,214		—		—		—		1,636		2,850		—
SolAero Technologies Corp. (A2 Term Loan)	SolAero Technologies Corp. (A2 Term Loan)	8,707		—		—		—		(5,369)		3,338		—		SolAero Technologies Corp. (A2 Term Loan)	3,338		—		—		—		4,497		7,835		—
Solaero Technology Corp. (Equity)	Solaero Technology Corp. (Equity)	826		—		—		—		(826)		—		—		Solaero Technology Corp. (Equity)	—		—		—		—		—		—		—
Total investments—controlled/affiliated	Total investments—controlled/affiliated	$	22,311	$	—	$	(7,152)	$	—	$	(8,147)	$	7,012	$	52	Total investments—controlled/affiliated	$	7,012	$	—	$	(189)	$	—	$	6,113	$	12,936	$	185

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2021

(dollar amounts in thousands)

(11)In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders. Pursuant to the agreement among lenders in respect of this loan, this investment represents a first lien/last out loan, which has a secondary priority behind the first lien/first out loan with respect to principal, interest and other payments.

(12)Under the Investment Company Act, the Company is deemed an “affiliated person” of this portfolio company 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, ~~2020~~2021 were as follows:

~~TCG BDC, INC.~~


Investments—non-controlled/affiliated	Fair Value as of December 31, 2020		Additions/Purchases		Reductions/Sales/ Paydowns		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of December 31, 2021		Dividend and Interest Income
Direct Travel, Inc.	$	24,949	$	—	$	(484)	$	3	$	3,087	$	27,555	$	—
Direct Travel, Inc.	1,231		1,372		—		—		128		2,731		173
Direct Travel, Inc. (Equity)	—		—		—		—		—		—		—
Total investments—non-controlled/affiliated	$	26,180	$	1,372	$	(484)	$	3	$	3,215	$	30,286	$	173

~~CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)~~

(13)The investment is secured by receivables purchased from the portfolio company, with an implied discount of 8.75%. The investment was made via a tranched participation arrangement between the purchaser of such receivables and the Company. The investment has a secondary priority behind the rights of such purchaser.

(14)As of December 31, ~~2020~~

~~(dollar amounts in thousands)~~

Investments—non-controlled/affiliated Fair Value as of December 31, 2019 Additions/Purchases Reductions/Sales/ Paydowns Net Realized Gain (Loss) Net Change in Unrealized Appreciation (Depreciation) Fair Value as of December 31, 2020 Dividend and Interest Income
Direct Travel, Inc. $ 36,757 $ — $ (176) $ 1 $ (11,633) $ 24,949 $ —
Direct Travel, Inc. — 1,231 — — — 1,231 18
Direct Travel, Inc. (Equity) — — — — — — —
Total investments—non-controlled/affiliated $ 36,757 $ 1,231 $ (176) $ 1 $ (11,633) $ 26,180 $ 18

~~(13)As of December 31, 2020,~~2021, the Company had the following unfunded commitments to fund delayed draw and revolving senior secured loans:

Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Advanced Web Technologies Holding Company Delayed Draw 1.00% $ 2,299 $ (46)
Advanced Web Technologies Holding Company Revolver 0.50 854 (17)
Airnov, Inc. Revolver 0.50 1,250 1
American Physician Partners, LLC Revolver 0.50 550 (29)
AMS Group HoldCo, LLC Revolver 0.50 2,315 (29)
Analogic Corporation Revolver 0.50 168 —
Applied Technical Services Delayed Draw 1.00 132 (3)
Applied Technical Services Revolver 0.50 53 (1)
Apptio, Inc. Revolver 0.50 2,367 36
Captive Resources Midco, LLC Revolver 0.50 2,143 15
Chartis Holding, LLC Delayed Draw 1.00 4,406 2
Chartis Holding, LLC Revolver 0.50 2,401 1
Chemical Computing Group ULC (Canada) Revolver 0.50 29 —
Cobblestone Intermediate Holdco LLC Delayed Draw 1.00 11 —
Comar Holding Company, LLC Revolver 0.50 2,935 11
Comar Holding Company, LLC Delayed Draw 1.00 4,655 17
Cority Software Inc.(Canada) Revolver 0.50 3,000 21
DermaRite Industries, LLC Revolver 0.50 3,103 (29)
Diligent Corporation Delayed Draw 1.00 141 2
Diligent Corporation Revolver 0.50 47 1
Direct Travel, Inc. Delayed Draw 0.50 3,029 —
Ethos Veterinary Health LLC Delayed Draw 1.00 2,696 (37)
EvolveIP, LLC Delayed Draw 1.00 3,333 (4)
EvolveIP, LLC Revolver 0.50 2,941 (3)
FWR Holding Corporation Revolver 0.50 4,444 (380)
Helios Buyer, Inc. Revolver 0.50 1,326 (27)
Helios Buyer, Inc. Delayed Draw — 4,672 (93)
Hercules Borrower LLC Revolver 0.50 2,160 (54)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
First and Second Lien Debt—unfunded delayed draw and revolving term loans commitments
Advanced Web Technologies Holding Company	Delayed Draw	1.00%	$	2,723	$	27
Advanced Web Technologies Holding Company	Delayed Draw	1.00	1,051		11
Advanced Web Technologies Holding Company	Revolver	0.50	906		9
Airnov, Inc.	Revolver	0.50	875		—
American Physician Partners, LLC	Revolver	0.50	550		—
Analogic Corporation	Revolver	0.50	72		(1)
Applied Technical Services, LLC	Revolver	0.50	40		—
Appriss Health, LLC	Revolver	0.50	2,963		3
Apptio, Inc.	Revolver	0.50	1,420		—
Ascend Buyer, LLC	Revolver	0.50	1,070		(17)
Associations, Inc.	Revolver	0.50	723		2
Blackbird Purchaser, Inc.	Delayed Draw	1.00	4,597		(92)
BMS Holdings III Corp.	Delayed Draw	1.00	9,688		(149)
Bubbles Bidco S.P.A. (Italy)	Delayed Draw	2.80	€	873	(30)
Bubbles Bidco S.P.A. (Italy)	Delayed Draw	—	€	537	(9)
Captive Resources Midco, LLC	Revolver	0.50	2,143		(12)
Chartis Holding, LLC	Revolver	0.50	217		—
Chemical Computing Group ULC (Canada)	Revolver	0.50	29		—
Chudy Group, LLC	Delayed Draw	1.00	138		2
Chudy Group, LLC	Revolver	0.50	34		1
Comar Holding Company, LLC	Revolver	0.50	2,935		(59)

2931

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
Higginbotham Insurance Agency, Inc. Delayed Draw 1.00 1,098 (16)
Individual FoodService Holdings, LLC Revolver 0.50 436 (11)
Individual FoodService Holdings, LLC Delayed Draw 1.00 645 (16)
Individual FoodService Holdings, LLC Delayed Draw 1.00 165 (4)
Individual FoodService Holdings, LLC Revolver 0.50 139 (3)
Innovative Business Services, LLC Revolver 0.50 2,232 (41)
K2 Insurance Services, LLC Revolver 0.50 2,290 —
K2 Insurance Services, LLC Delayed Draw 1.00 1,571 —
Kaseya, Inc. Delayed Draw 1.00 1,852 7
Kaseya, Inc. Revolver 0.50 787 3
Lifelong Learner Holdings, LLC Delayed Draw 1.00 1,690 (140)
Lifelong Learner Holdings, LLC Revolver 0.50 1,377 (114)
Liqui-Box Holdings, Inc. Revolver 0.50 1,262 (123)
Mailgun Technologies, Inc. Revolver 0.50 1,342 (23)
National Technical Systems, Inc. Revolver 0.50 835 (6)
NMI AcquisitionCo, Inc. Revolver 0.50 1,280 (13)
Paramit Corporation Delayed Draw — 2,931 (59)
PF Growth Partners, LLC Delayed Draw 1.00 823 (52)
PPC Flexible Packaging, LLC Revolver 0.50 881 (3)
PricewaterhouseCoopers Public Sector LLP Revolver 0.50 6,250 (32)
QW Holding Corporation Delayed Draw 1.00 600 (29)
Redwood Services Group, LLC Delayed Draw 3.63 4,639 18
RSC Acquisition, Inc. Revolver 0.50 608 6
Sapphire Convention, Inc. Revolver 0.50 3,655 (542)
Smile Doctors, LLC Revolver 0.50 707 (14)
SolAero Technologies Corp. (Priority Facilities) Revolver 0.50 2,068 —
SPay, Inc. Revolver 0.50 655 (120)
Superior Health Linens, LLC Revolver 0.50 1,667 (8)
T2 Systems, Inc. Revolver 0.50 2,933 —
Tank Holding Corp. Revolver 0.25 47 (1)
TCFI Aevex LLC Delayed Draw 1.00 1,787 (7)
The Leaders Romans Bidco Limited (United Kingdom) Delayed Draw 1.63 £ 204 26
Trump Card, LLC Revolver 0.50 635 (12)
TSB Purchaser, Inc. Revolver 0.50 1,891 (15)
Turbo Buyer, Inc. Revolver 0.50 2,151 20
US INFRA SVCS Buyer, LLC Revolver 0.50 2,275 (5)
US INFRA SVCS Buyer, LLC Delayed Draw 1.00 26,153 (60)
USLS Acquisition, Inc. Revolver 0.50 1,418 (91)
USLS Acquisition, Inc. Delayed Draw 0.50 591 —


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
Cority Software Inc. (Canada)	Revolver	0.50%	$	3,000	$	(1)
DCA Investment Holding, LLC	Delayed Draw	1.00	1,495		(8)
DermaRite Industries, LLC	Revolver	0.50	579		(103)
Diligent Corporation	Delayed Draw	1.00	110		2
Diligent Corporation	Revolver	0.50	47		1
Direct Travel, Inc.	Delayed Draw	0.50	1,657		—
Dwyer Instruments, Inc	Delayed Draw	1.00	1,003		(3)
Dwyer Instruments, Inc	Revolver	0.50	411		(1)
Ellkay, LLC	Revolver	0.50	1,786		(36)
EPS Nass Parent, Inc.	Delayed Draw	1.00	85		(1)
EPS Nass Parent, Inc.	Revolver	0.50	25		—
EvolveIP, LLC	Revolver	0.50	798		(4)
Greenhouse Software, Inc.	Revolver	0.50	1,471		(29)
Harbour Benefit Holdings, Inc.	Revolver	0.50	2,120		(21)
Heartland Home Services, Inc	Delayed Draw	1.00	6,902		27
Heartland Home Services, Inc	Revolver	0.50	598		2
Hercules Borrower LLC	Revolver	0.50	2,160		43
Hoosier Intermediate, LLC	Revolver	0.50	2,400		(48)
Individual FoodService Holdings, LLC	Delayed Draw	1.00	48		—
Individual Foodservice Holdings, LLC	Delayed Draw	1.00	890		3
Individual FoodService Holdings, LLC	Delayed Draw	1.00	188		—
Individual FoodService Holdings, LLC	Revolver	0.50	706		—
Integrity Marketing Acquisition, LLC	Delayed Draw	—	5,000		(51)
Jeg's Automotive, LLC	Delayed Draw	1.00	6,667		(133)
Jeg's Automotive, LLC	Revolver	0.50	3,333		(67)
K2 Insurance Services, LLC	Revolver	0.50	1,120		(2)
Kaseya, Inc.	Delayed Draw	1.00	585		(3)
Kaseya, Inc.	Revolver	0.50	1,543		(9)
Lifelong Learner Holdings, LLC	Revolver	0.50	2		—
Liqui-Box Holdings, Inc.	Revolver	0.50	1,140		(113)
LVF Holdings, Inc.	Delayed Draw	1.00	4,670		(116)
LVF Holdings, Inc.	Revolver	0.50	1,459		(36)
Material Holdings, LLC	Delayed Draw	—	1,916		(21)
Material Holdings, LLC	Revolver	1.00	806		(9)
Maverick Acquisition, Inc.	Delayed Draw	1.00	4,679		(101)
Maverick Acquisition, Inc.	Delayed Draw	1.00	1,290		(28)
Medical Manufacturing Technologies, LLC	Delayed Draw	1.00	8,264		(165)

3032

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

Investments—non-controlled/non-affiliated Type Unused Fee Par/ Principal Amount Fair Value
VRC Companies, LLC Revolver 0.50 1,646 —
Westfall Technik, Inc. Revolver 0.50 431 (30)
YLG Holdings, Inc. Delayed Draw 1.00 596 (9)
Zemax Software Holdings, LLC Revolver 0.50 642 (15)
Zenith Merger Sub, Inc. Revolver 0.50 1,590 (12)
Zenith Merger Sub, Inc. Delayed Draw 1.00 2,573 (19)
Total unfunded commitments $ 149,508 $ (2,210)

~~As of December 31, 2020, investments at fair value consisted of the following:~~

Type Amortized Cost Fair Value % of Fair Value
First Lien Debt $ 1,298,154 $ 1,224,063 67.0 %
Second Lien Debt 297,962 284,523 15.6
Equity Investments 32,754 33,877 1.9
Investment Funds 294,096 283,286 15.5
Total $ 1,922,966 $ 1,825,749 100.0 %


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
Medical Manufacturing Technologies, LLC	Revolver	0.50%	$	1,859	$	(37)
MMIT Holdings, LLC	Revolver	0.50	857		(17)
National Technical Systems, Inc.	Revolver	0.50	835		—
NMI AcquisitionCo, Inc.	Revolver	0.50	1,280		(16)
PF Atlantic HoldCo 2, LLC	Delayed Draw	0.75	9,517		(190)
PF Atlantic HoldCo 2, LLC	Revolver	0.50	2,759		(55)
Prophix Software Inc. (Canada)	Revolver	0.50	1,993		20
Quantic Electronics, LLC	Revolver	0.50	557		(7)
Quantic Electronics, LLC	Delayed Draw	1.00	3,164		(41)
Quantic Electronics, LLC	Revolver	0.50	824		(11)
RSC Acquisition, Inc.	Delayed Draw	0.50	2,435		9
RSC Acquisition, Inc.	Revolver	0.50	215		1
Sapphire Convention, Inc.	Revolver	0.50	2,561		(345)
SolAero Technologies Corp. (Priority Facilities)	Revolver	0.50	984		—
SolAero Technologies Corp. (Priority Facilities)	Revolver	0.50	1,084		—
Speedstar Holding, LLC	Delayed Draw	1.00	3,775		38
Superior Health Linens, LLC	Revolver	0.50	417		—
TCFI Aevex LLC	Delayed Draw	1.00	1,835		(263)
TCFI Aevex LLC	Delayed Draw	1.00	214		(31)
The Leaders Romans Bidco Limited (United Kingdom)	Delayed Draw	1.60	£	1,902	399
Trafigura Trading LLC	Revolver	0.50	7,762		(133)
Turbo Buyer, Inc.	Revolver	0.50	1,217		(24)
US INFRA SVCS Buyer, LLC	Delayed Draw	1.00	22,234		(527)
US INFRA SVCS Buyer, LLC	Revolver	0.50	263		(6)
USLS Acquisition, Inc.	Revolver	0.50	1,135		(12)
Wineshipping.com LLC	Delayed Draw	1.00	1,986		(39)
Wineshipping.com LLC	Revolver	0.50	1,430		(28)

3133

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)


Investments—non-controlled/non-affiliated	Type	Unused Fee	Par/ Principal Amount		Fair Value
Total unfunded commitments			$	180,498	$	(2,660)

As of December 31, 2021, investments at fair value consisted of the following:


Type	Amortized Cost		Fair Value		% of Fair Value


First Lien Debt	$	1,271,794	$	1,232,084	64.4	%
Second Lien Debt	341,538		341,776		17.9
Equity Investments	73,125		77,093		4.0
Investment Funds	271,096		262,099		13.7
Total	$	1,957,553	$	1,913,052	100.0	%

CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, 2021

(dollar amounts in thousands)

The rate type of debt investments at fair value as of December 31, ~~2020~~2021 was as follows:


Rate Type	Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt		Rate Type	Amortized Cost		Fair Value		% of Fair Value of First and Second Lien Debt
Floating Rate	Floating Rate	$	1,583,061	$	1,494,850	99.1	%	Floating Rate	$	1,589,342	$	1,549,215	98.4	%
Fixed Rate	Fixed Rate	13,055		13,736		0.9		Fixed Rate	23,990		24,645		1.6
Total	Total	$	1,596,116	$	1,508,586	100.0	%	Total	$	1,613,332	$	1,573,860	100.0	%

The industry composition of investments at fair value as of December 31, ~~2019~~2021 was as follows:

Industry Amortized Cost Fair Value % of Fair Value
Aerospace & Defense $ 97,206 $ 87,208 4.8 %
Automotive 57,109 58,730 3.2
Banking, Finance, Insurance & Real Estate 92,217 97,318 5.3
Beverage, Food & Tobacco 85,152 79,948 4.4
Business Services 134,316 132,526 7.3
Capital Equipment 47,446 48,134 2.6
Chemicals, Plastics & Rubber 27,457 25,733 1.4
Construction & Building 1,554 1,578 0.1
Consumer Services 35,103 34,017 1.9
Containers, Packaging & Glass 58,036 59,190 3.2
Durable Consumer Goods 10,302 10,992 0.6
Energy: Oil & Gas 40,135 40,109 2.2
Environmental Industries 63,536 62,238 3.4
Healthcare & Pharmaceuticals 154,547 118,486 6.5
High Tech Industries 205,975 205,709 11.3
Hotel, Gaming & Leisure 100,696 80,444 4.4
Investment Funds 294,096 283,286 15.5
Media: Advertising, Printing & Publishing 37,234 37,261 2.0
Media: Diversified & Production 19,636 19,600 1.1
Non-durable Consumer Goods 1,500 1,664 0.1
Retail 34,818 34,489 1.9
Software 87,026 85,727 4.7
Sovereign & Public Finance 37,055 37,621 2.1
Telecommunications 116,245 98,914 5.4
Transportation: Cargo 29,576 29,389 1.6
Transportation: Consumer 26,912 27,443 1.5
Wholesale 28,081 27,995 1.5
Total $ 1,922,966 $ 1,825,749 100.0 %


Industry	Amortized Cost		Fair Value		% of Fair Value
Aerospace & Defense	$	169,068	$	166,071	8.7	%
Automotive	91,155		94,144		4.9
Beverage & Food	91,999		97,377		5.1
Business Services	85,994		83,878		4.4
Capital Equipment	102,065		102,308		5.4
Chemicals, Plastics & Rubber	64,717		66,515		3.5
Construction & Building	59,945		61,055		3.2
Consumer Goods: Durable	11,277		11,450		0.6
Consumer Goods: Non-Durable	440		440		—
Consumer Services	5,303		5,158		0.3
Containers, Packaging & Glass	25,155		25,909		1.4
Diversified Financial Services	52,154		52,113		2.7
Energy: Oil & Gas	41,991		42,900		2.2
Environmental Industries	69,194		69,185		3.6
Healthcare & Pharmaceuticals	250,294		229,555		12.0
High Tech Industries	149,185		151,430		7.9
Investment Funds	126,237		113,201		5.9
Leisure Products & Services	271,096		262,099		13.7
Media: Advertising, Printing & Publishing	7,318		7,205		0.4

Media: Diversified & Production	19,700		19,666		1.0
Metals & Mining	2,237		2,086		0.1
Retail	44,644		44,992		2.4
Software	105,958		104,673		5.5
Sovereign & Public Finance	13,623		14,036		0.7
Telecommunications	87,977		76,585		4.0


Utilities: Electric	869		878		—
Wholesale	7,958		8,143		0.4
Total	$	1,957,553	$	1,913,052	100.0	%

3235

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

As of December 31, ~~2020~~2021

(dollar amounts in thousands)

The geographical composition of investments at fair value as of December 31, ~~2020~~2021 was as follows:


Geography	Geography	Amortized Cost		Fair Value		% of Fair Value		Geography	Amortized Cost		Fair Value		% of Fair Value
Canada	Canada	$	24,206	$	24,658	1.4	%	Canada	$	46,433	$	47,543	2.5	%
Cyprus	Cyprus	6,112		6,793		0.4		Cyprus	6,389		7,097		0.4

Italy								Italy	5,303		5,158		0.3
Luxembourg	Luxembourg	32,093		29,970		1.6		Luxembourg	41,647		38,403		2.0
United Kingdom	United Kingdom	88,885		90,112		4.9		United Kingdom	92,963		96,108		5.0
United States	United States	1,771,670		1,674,216		91.7		United States	1,764,818		1,718,743		89.8
Total	Total	$	1,922,966	$	1,825,749	100.0	%	Total	$	1,957,553	$	1,913,052	100.0	%

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

3336

~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of September 30, ~~2021~~2022

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

~~TCG BDC,~~Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” ~~“TCG BDC”~~“CSL” or the “Company”) is a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. The Company is managed by its investment adviser, Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or “Investment Adviser”), a wholly owned subsidiary of The Carlyle Group Inc. ~~(formerly, The Carlyle Group L.P.).~~ The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In addition, the Company has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”).

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through secured debt ~~investments.~~investments in U.S. middle market companies. The Company's core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, which the Company defines as companies with approximately $25 million to $100 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Company believes is a useful proxy for cash flow. This core strategy is supplemented with complementary specialty lending and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk diversifying portfolio benefits. The Company seeks to achieve its investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with the balance of its assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, the Company expects that between 70% and 80% of the value of its assets will be invested in Middle Market Senior Loans. The Company expects that the composition of its portfolio will change over time given the Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which the Company is operating.

The Company invests primarily in loans to middle market companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal.

On May 2, 2013, the Company completed its initial closing of capital commitments (the “Initial Closing”) and subsequently commenced substantial investment operations. Effective March 15, 2017, the Company changed its name from “Carlyle GMS Finance, Inc.” to “TCG BDC, Inc.” On June 19, 2017, the Company closed its initial public offering, ~~(“IPO”),~~ issuing 9,454,200 shares of its common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, the Company received cash proceeds of ~~$169,488.~~$169,488 Shares of common stock of ~~TCG BDC~~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.”

Until December 31, 2017, the Company was an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012. As of June 30, 2017, the market value of the common stock held by non-affiliates exceeded $700,000. Accordingly, the Company ceased to be an emerging growth company as of December 31, 2017.

The Company is externally managed by the Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940 (“Advisers Act”), as amended. Carlyle Global Credit Administration L.L.C. (the “Administrator”) provides the administrative services necessary for the Company to operate. Both the Investment Adviser and the Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C. (“CIM”), a subsidiary of The Carlyle Group Inc. “Carlyle” refers to The Carlyle Group Inc. and its affiliates and its consolidated subsidiaries (other than portfolio companies of its affiliated funds), a global ~~investment firm~~alternative asset manager publicly traded on the Nasdaq Global Select Market under the symbol “CG”. Refer to the sec.gov website for further information on Carlyle.

3437

TCG BDC SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on January 3, 2013. Prior to the termination of its senior secured credit facility on December 11, 2020, the SPV invested in first and second lien senior secured loans. The SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation, January 3, 2013. Effective March 15, 2017, the SPV changed its name from “Carlyle GMS Finance SPV LLC” to “TCG BDC SPV LLC”.

On June 26, 2015, the Company completed a $400,000 term debt securitization (the “2015-1 Debt Securitization”). The notes offered in the 2015-1 Debt Securitization (the “2015-1 Notes”) were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of the Company. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. Refer to Note 8, Notes Payable, for details. The 2015-1 Issuer is consolidated in these consolidated financial statements commencing from the date of its formation, May 8, 2015.

On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, which was subsequently amended on June 24, 2016, ~~and~~ February 22, 2021 and May 16, 2022 (as amended, the “Limited Liability Company Agreement”) to co-manage Middle Market Credit Fund, LLC (“Credit Fund”). Credit Fund primarily invests in first lien loans of middle market companies. Credit Fund is managed by a six-member board of managers, on which the Company and Credit Partners each have equal representation. The Company and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each. Refer to Note 5, Middle Market Credit Fund, LLC, for details.

On May 5, 2020, the Company issued and sold 2,000,000 shares of cumulative convertible preferred stock, par value $0.01 per share (the ~~"Preferred Stock"~~“Preferred Stock”), to an affiliate of Carlyle in a private placement at a price of $25 per share. See Note 10, Net Assets, for further information about the Preferred Stock.

On November 3, 2020, the Company and Cliffwater Corporate Lending Fund ~~("CCLF"~~(“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"~~II”). Credit Fund II invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board of managers, on which the Company and CCLF each have equal representation. The Company and CCLF have approximately 84.13% and 15.87% economic ownership of Credit Fund II, respectively. The Company contributed certain senior secured debt investments with an aggregate principal balance of approximately $250 million to Credit Fund II in exchange for its 84.13% economic interest and gross cash proceeds of approximately $170 million. See Note 6, Middle Market Credit Fund II, LLC, to these consolidated financial statements for details.

As a BDC, the Company is required to comply with certain regulatory requirements. As part of these requirements, the Company must not acquire any assets other than “qualifying assets” specified in the Investment Company Act unless, at the time the acquisition is made, at least 70% of its total assets are qualifying assets (with certain limited exceptions).

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Company generally does not have to pay corporate level taxes on any income that it distributes to stockholders, provided that the Company satisfies those requirements.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ~~("FASB"~~(“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.

3538

The interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim periods presented have been included. These adjustments are of a normal, recurring nature. This Form 10-Q should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, ~~2020.~~2021. The results of operations for the three and nine month periods ended September 30, ~~2021~~2022 are not necessarily indicative of the operating results to be expected for the full year.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statements of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. The Company’s cash, cash equivalents and restricted cash are held with two large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had restricted cash balances of ~~$21,787~~$29,643 and ~~$16,184,~~$70,081, respectively, which represent amounts that are collected by trustees who have been appointed as custodians of the assets securing certain of the Company's financing transactions, and held for payment of interest expense and principal on the outstanding borrowings, or reinvestment into new assets.

Revenue Recognition

Interest from Investments and Realized Gain/Loss on Investments

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. At time of exit, the realized gain or loss on an investment is the difference between the amortized cost at time of exit and the cash received at exit using the specific identification method.

The Company ~~has~~may have loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. ~~Such income is included in interest income in the Consolidated Statements of Operations.~~ As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value of the loans in the portfolio with PIK provisions was ~~$254,295~~$194,694 and ~~$240,861,~~$243,220, respectively, which represents approximately ~~13.1%~~10.0% and ~~13.2%~~12.7% of total investments at fair value, respectively. For the three month and nine month periods ended September 30, ~~2021,~~2022, the Company earned ~~$2,441~~$11,146 and ~~$6,884~~$18,595 in PIK income, respectively. For the three month and nine month periods ended

September 30, ~~2020,~~2021, the Company earned ~~$1,810~~

$2,441 and ~~$3,655~~$6,884 in PIK income, respectively. Prior to September 30, 2022, PIK income iswas included in interest income in the accompanying Consolidated Statements of Operations. 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 other assets in the accompanying Consolidated Statements of Assets and Liabilities. For the three month and nine month periods ended September 30, 2021, the Company earned $759 and $4,636 in other income, respectively. For the three month and nine month periods ended September 30, 2020, the Company earned $2,110 and $8,001 in other income, respectively.

Non-Accrual Income

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may ~~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 September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value of the loans in the portfolio on non-accrual status was ~~$67,465~~$37,404 and ~~$58,136,~~$76,551, respectively. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

The ~~Facilities,~~Credit Facility, Senior Notes, and 2015-1R Notes – Related Costs, Expenses and Deferred Financing Costs

The Company entered into a senior secured revolving credit facility (as amended, the ~~"Credit Facility"~~“Credit Facility”) ~~and the SPV entered into a senior secured credit facility (as amended, the "SPV Credit Facility", and together with the Credit Facility, the "Facilities"), which was terminated on December 11, 2020.~~. Interest expense and unused commitment fees on the ~~Facilities~~Credit Facility are recorded on an accrual basis. Unused commitment fees are included in credit facility fees in the accompanying Consolidated Statements of Operations.

On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the ~~"2019 Notes"~~“2019 Notes”). On December 11, 2020, the Company issued $75.0 million in aggregate principal amount of 4.500% Senior Unsecured Notes due December 31, 2024 (the ~~"2020 Notes"~~“2020 Notes”, and together with the 2019 Notes, the ~~"Senior Notes"~~“Senior Notes”). The ~~Facilities,~~Credit Facility, the 2015-1R Notes and the Senior Notes are recorded at carrying value, which approximates fair value.

Deferred financing costs include capitalized expenses related to the closing or amendments of the ~~Facilities.~~Credit Facility. Amortization of deferred financing costs for ~~each credit facility~~the Credit Facility is computed on the straight-line basis over ~~the respective term of each credit facility.~~its term. The unamortized balance of such costs is included in deferred financing costs in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in credit facility fees in the accompanying Consolidated Statements of Operations.

Debt issuance costs include capitalized expenses including structuring and arrangement fees related to the offering of the 2015-1R Notes and Senior Notes. Amortization of debt issuance costs for the notes is computed on the effective yield method over the term of the notes. The unamortized balance of such costs is presented as a direct deduction to the carrying amount of the notes in the accompanying Consolidated Statements of Assets and Liabilities. The amortization of such costs is included in interest expense in the accompanying Consolidated Statements of Operations.

Income Taxes

minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year, although depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of 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 Company intends to make sufficient distributions each taxable year to satisfy the ~~three month and nine month periods ended September 30, 2021, the Company incurred $163 and $426 in~~ excise ~~tax expense, respectively. For the three month and nine month periods ended September 30, 2020, the Company incurred $387 and $539 in excise tax expense, respectively.~~distribution requirements.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. The SPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the three month and nine month periods ended September 30, 2022, the Company incurred $449 and $978 in excise tax expense, respectively. For the three month and nine month periods ended September 30, 2021, the Company incurred $163 and $426 in excise tax expense, respectively.

Dividends and Distributions to Common Stockholders

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed is determined by the Board of Directors each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

Prior to July 5, 2017, the Company had an “opt in” dividend reinvestment plan. Effective on July 5, 2017, the Company converted the “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the common stockholders, other than those 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 Translations

The functional currency of the Company is the U.S. Dollar. Investments are generally made in the local currency of the country in which the 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.

3841

Earnings Per Common Share

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share ("“ASC ~~260"~~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.

Recent Accounting Standards Updates

In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies. Under Rules 3-09 and 4-08(g) of Regulation S-X, investment companies are required to include separate financial statements or summary financial information, respectively, in their periodic reports for any portfolio company that meets the definition of "significant subsidiary." The rule amendments adopted in May 2020 create a new definition of "significant subsidiary", as set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act, which are applicable only to investment companies. This new definition modifies the investment test and income test, and eliminates the asset test, and is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The rule amendments are effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The Company adopted the rule amendments for the quarter ended September 30, 2020, which did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its consolidated financial statements. The Company does not expect this guidance to impact its consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. 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 ~~Company~~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 ~~Company~~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 ~~Company~~Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The ~~Company~~Investment Adviser may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.

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”) ~~reviews~~reviewed the assessments of the Investment Adviser and the third-party valuation ~~firm~~firm; and ~~provides~~(v) if applicable, prior to September 8, 2022, the Board of Directors ~~with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses~~discussed the valuation recommendations of the Audit Committee and ~~determines~~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 certificate received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

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 in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The ~~Company~~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 interest, 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 quarter in which the transfers occur. For the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, there were no transfers between levels.

The following tables summarize the Company’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021									September 30, 2022
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
First Lien Debt	First Lien Debt	$	—	$	—	$	1,275,553	$	1,275,553	First Lien Debt	$	—	$	—	$	1,328,594	$	1,328,594
Second Lien Debt	Second Lien Debt	—		—		352,570		352,570		Second Lien Debt	—		—		263,211		263,211
Equity Investments	Equity Investments	—		—		52,665		52,665		Equity Investments	—		—		92,552		92,552
Investment Funds	Investment Funds									Investment Funds
Mezzanine Loan	Mezzanine Loan	—		—		—		—		Mezzanine Loan	—		—		—		—
Subordinated Loan and Member's Interest	Subordinated Loan and Member's Interest	—		—		189,275		189,275		Subordinated Loan and Member's Interest	—		—		189,603		189,603
Total	Total	$	—	$	—	$	1,870,063	$	1,870,063	Total	$	—	$	—	$	1,873,960	$	1,873,960
Investments measured at net asset value (1)	Investments measured at net asset value (1)							78,143		Investments measured at net asset value (1)							74,997
Total	Total							$	1,948,206	Total							$	1,948,957


		December 31, 2020									December 31, 2021
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Assets	Assets									Assets
First Lien Debt	First Lien Debt	$	—	$	—	$	1,224,063	$	1,224,063	First Lien Debt	$	—	$	—	$	1,232,084	$	1,232,084
Second Lien Debt	Second Lien Debt	—		—		284,523		284,523		Second Lien Debt	—		—		341,776		341,776
Equity Investments	Equity Investments	—		—		33,877		33,877		Equity Investments	—		—		77,093		77,093
Investment Funds	Investment Funds									Investment Funds
Mezzanine Loan	Mezzanine Loan	—		—		—		—		Mezzanine Loan	—		—		—		—
Subordinated Loan and Member's Interest	Subordinated Loan and Member's Interest	—		—		205,891		205,891		Subordinated Loan and Member's Interest	—		—		184,141		184,141
Total	Total	$	—	$	—	$	1,748,354	$	1,748,354	Total	$	—	$	—	$	1,835,094	$	1,835,094
Investments measured at net asset value (1)	Investments measured at net asset value (1)							77,395		Investments measured at net asset value (1)							77,958
Total	Total							$	1,825,749	Total							$	1,913,052

(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.

4144

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								Financial Assets
		For the three month period ended September 30, 2021								For the three month period ended September 30, 2022
		First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest			Total			First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest		Total
Balance, beginning of period	Balance, beginning of period	$	1,246,018	$	313,130	$	53,379	$	181,343		$	1,793,870	Balance, beginning of period	$	1,257,282	$	290,683	$	78,633	$	186,767	$	1,813,365
Purchases	Purchases	213,790		57,365		1,490		—			272,645		Purchases	212,886		285		14,623		—		227,794
Sales	Sales	(122,671)		(3,038)		(8,942)		—			(134,651)		Sales	(79,406)		(19,690)		—		—		(99,096)
Paydowns	Paydowns	(72,567)		(15,130)		(436)		—			(88,133)		Paydowns	(66,139)		(7,000)		—		—		(73,139)
Accretion of discount	Accretion of discount	1,987		502		12		—			2,501		Accretion of discount	2,615		171		49		—		2,835
Net realized gains (losses)	Net realized gains (losses)	590		(12)		6,987		—			7,565		Net realized gains (losses)	151		(4,659)		—		—		(4,508)
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	8,406		(247)		175		7,932			16,266		Net change in unrealized appreciation (depreciation)	1,205		3,421		(753)		2,836		6,709
Balance, end of period	Balance, end of period	$	1,275,553	$	352,570	$	52,665	$	189,275		$	1,870,063	Balance, end of period	$	1,328,594	$	263,211	$	92,552	$	189,603	$	1,873,960
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	8,359	$	(207)	$	2,046	$	7,932		$	18,130	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	780	$	(834)	$	(753)	$	2,836	$	2,029


		Financial Assets								Financial Assets
		For the nine month period ended September 30, 2021								For the nine month period ended September 30, 2022
		First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest			Total			First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest		Total
Balance, beginning of period	Balance, beginning of period	$	1,224,063	$	284,523	$	33,877	$	205,891		$	1,748,354	Balance, beginning of period	$	1,232,084	$	341,776	$	77,093	$	184,141	$	1,835,094
Purchases	Purchases	492,348		120,678		21,523		—			634,549		Purchases	518,528		966		18,297		—		537,791
Sales	Sales	(277,066)		(7,913)		(14,151)		—			(299,130)		Sales	(177,776)		(23,703)		(5,034)		—		(206,513)
Paydowns	Paydowns	(198,882)		(57,526)		(436)		(23,000)			(279,844)		Paydowns	(241,555)		(43,325)		(1,083)		—		(285,963)
Accretion of discount	Accretion of discount	5,360		1,146		24		—			6,530		Accretion of discount	6,833		912		189		—		7,934
Net realized gains (losses)	Net realized gains (losses)	2,218		(28)		8,993		—			11,183		Net realized gains (losses)	3,102		(5,615)		3,898		—		1,385
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	27,512		11,690		2,835		6,384			48,421		Net change in unrealized appreciation (depreciation)	(12,622)		(7,800)		(808)		5,462		(15,768)
Balance, end of period	Balance, end of period	$	1,275,553	$	352,570	$	52,665	$	189,275		$	1,870,063	Balance, end of period	$	1,328,594	$	263,211	$	92,552	$	189,603	$	1,873,960
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	24,914	$	11,847	$	4,553	$	6,384		$	47,698	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(8,132)	$	(7,679)	$	(2,295)	$	5,462	$	(12,644)

4245


		Financial Assets													Financial Assets
		For the three month period ended September 30, 2020													For the three month period ended September 30, 2021
		First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Mezzanine Loan		Investment Fund - Subordinated Loan and Member's Interest		Total			First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest		Total
Balance, beginning of period	Balance, beginning of period	$	1,394,913	$	278,623	$	31,756	$	—	$	202,263	$	1,907,555	Balance, beginning of period	$	1,246,018	$	313,130	$	53,379	$	181,343	$	1,793,870
Purchases	Purchases	59,529		—		358		—		—		59,887		Purchases	213,790		57,365		1,490		—		272,645
Sales	Sales	(6,045)		—		—		—		—		(6,045)		Sales	(122,671)		(3,038)		(8,942)		—		(134,651)
Paydowns	Paydowns	(29,034)		(4)		(468)		—		—		(29,506)		Paydowns	(72,567)		(15,130)		(436)		—		(88,133)
Accretion of discount	Accretion of discount	1,269		176		6		—		—		1,451		Accretion of discount	1,987		502		12		—		2,501
Net realized gains (losses)	Net realized gains (losses)	(677)		—		468		—		—		(209)		Net realized gains (losses)	590		(12)		6,987		—		7,565
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	3,236		8,864		867		—		2,073		15,040		Net change in unrealized appreciation (depreciation)	8,406		(247)		175		7,932		16,266
Balance, end of period	Balance, end of period	$	1,423,191	$	287,659	$	32,987	$	—	$	204,336	$	1,948,173	Balance, end of period	$	1,275,553	$	352,570	$	52,665	$	189,275	$	1,870,063
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	2,161	$	8,864	$	867	$	—	$	2,073	$	13,965	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held at the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	8,359	$	(207)	$	2,046	$	7,932	$	18,130


		Financial Assets													Financial Assets
		For the nine month period ended September 30, 2020													For the nine month period ended September 30, 2021
		First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Mezzanine Loan		Investment Fund - Subordinated Loan and Member's Interest		Total			First Lien Debt		Second Lien Debt		Equity Investments		Investment Fund - Subordinated Loan and Member's Interest		Total
Balance, beginning of period	Balance, beginning of period	$	1,663,138	$	234,532	$	21,698	$	93,000	$	111,596	$	2,123,964	Balance, beginning of period	$	1,224,063	$	284,523	$	33,877	$	205,891	$	1,748,354
Purchases	Purchases	196,562		89,776		11,076		63,500		92,500		453,414		Purchases	492,348		120,678		21,523		—		634,549
Sales	Sales	(242,324)		(2,760)		—		(156,500)		—		(401,584)		Sales	(277,066)		(7,913)		(14,151)		—		(299,130)
Paydowns	Paydowns	(118,446)		(15,236)		(1,492)		—		—		(135,174)		Paydowns	(198,882)		(57,526)		(436)		(23,000)		(279,844)
Accretion of discount	Accretion of discount	4,774		722		14		—		—		5,510		Accretion of discount	5,360		1,146		24		—		6,530
Net realized gains (losses)	Net realized gains (losses)	(50,302)		(213)		825		—		—		(49,690)		Net realized gains (losses)	2,218		(28)		8,993		—		11,183
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	(30,211)		(19,162)		866		—		240		(48,267)		Net change in unrealized appreciation (depreciation)	27,512		11,690		2,835		6,384		48,421
Balance, end of period	Balance, end of period	$	1,423,191	$	287,659	$	32,987	$	—	$	204,336	$	1,948,173	Balance, end of period	$	1,275,553	$	352,570	$	52,665	$	189,275	$	1,870,063
Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	(66,484)	$	(18,905)	$	866	$	—	$	240	$	(84,283)	Net change in unrealized appreciation (depreciation) included in earnings related to investments still held as of the reporting date included in net change in unrealized appreciation (depreciation) on investments on the Consolidated Statements of Operations	$	24,914	$	11,847	$	4,553	$	6,384	$	47,698

The Company generally uses the following framework when determining the fair value of investments that are categorized as Level 3:

Investments in debt securities are initially evaluated to determine whether the enterprise value of the portfolio company is greater than the applicable debt. The enterprise value of the portfolio company is estimated using a market approach and an income approach. The market approach utilizes market value (EBITDA) multiples of publicly traded comparable companies and available precedent sales transactions of comparable companies. The ~~Company~~Investment Adviser carefully considers numerous factors when selecting the appropriate companies whose multiples are used to value ~~its~~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.

4346

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 September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		Fair Value as of September 30, 2021		Valuation Techniques	Significant Unobservable Inputs	Range							Fair Value as of September 30, 2022		Valuation Techniques	Significant Unobservable Inputs	Range
						Low		High		Weighted Average							Low		High		Weighted Average
Investments in First Lien Debt	Investments in First Lien Debt	$	1,034,819	Discounted Cash Flow	Discount Rate	3.68	%	14.29	%	7.95	%	Investments in First Lien Debt	$	1,151,132	Discounted Cash Flow	Discount Rate	4.82	%	17.13	%	8.67	%
		173,692		Consensus Pricing	Indicative Quotes	95.75		100.00		98.16			111,546		Consensus Pricing	Indicative Quotes	97.00		100.00		98.27
		67,042		Income Approach	Discount Rate	11.27	%	12.63	%	11.92	%		65,916		Income Approach	Discount Rate	11.85	%	15.31	%	13.91	%
				Market Approach	Comparable Multiple	3.15x		8.32x		7.30x					Market Approach	Comparable Multiple	9.17x		9.34x		9.24x
Total First Lien Debt	Total First Lien Debt	1,275,553										Total First Lien Debt	1,328,594
Investments in Second Lien Debt	Investments in Second Lien Debt	252,002		Discounted Cash Flow	Discount Rate	7.18	%	14.44	%	9.30	%	Investments in Second Lien Debt	263,211		Discounted Cash Flow	Discount Rate	9.05	%	13.25	%	9.86	%
		100,568		Consensus Pricing	Indicative Quotes	97.25		98.31		97.81

Total Second Lien Debt	Total Second Lien Debt	352,570										Total Second Lien Debt	263,211

Investments in Equity	Investments in Equity	52,665		Income Approach	Discount Rate	7.22	%	11.27	%	8.67	%	Investments in Equity	92,552		Income Approach	Discount Rate	7.22	%	11.85	%	8.76	%
				Market Approach	Comparable Multiple	8.32x		16.43x		11.11x					Market Approach	Comparable Multiple	9.07x		18.47x		10.85x
Total Equity Investments	Total Equity Investments	52,665										Total Equity Investments	92,552
Investments in Investment Fund	Investments in Investment Fund											Investments in Investment Fund

Subordinated Loan and Member's Interest	Subordinated Loan and Member's Interest	189,275		Discounted Cash Flow	Discount Rate	8.50	%	8.50	%	8.50	%	Subordinated Loan and Member's Interest	189,603		Discounted Cash Flow	Discount Rate	10.00	%	10.00	%	10.00	%
				Discounted Cash Flow	Default Rate	3.00	%	3.00	%	3.00	%				Discounted Cash Flow	Default Rate	3.00	%	3.00	%	3.00	%
				Discounted Cash Flow	Recovery Rate	65.00	%	65.00	%	65.00	%				Discounted Cash Flow	Recovery Rate	65.00	%	65.00	%	65.00	%
Total Investments in Investment Fund	Total Investments in Investment Fund	189,275										Total Investments in Investment Fund	189,603
Total Level 3 Investments	Total Level 3 Investments	$	1,870,063									Total Level 3 Investments	$	1,873,960

4447


		Fair Value as of December 31, 2020		Valuation Techniques	Significant Unobservable Inputs	Range							Fair Value as of December 31, 2021		Valuation Techniques	Significant Unobservable Inputs	Range
						Low		High		Weighted Average							Low		High		Weighted Average
Investments in First Lien Debt	Investments in First Lien Debt	$	879,159	Discounted Cash Flow	Discount Rate	3.96	%	16.60	%	8.80	%	Investments in First Lien Debt	$	981,627	Discounted Cash Flow	Discount Rate	3.90	%	14.21	%	7.70	%
		287,191		Consensus Pricing	Indicative Quotes	89.11		100.00		97.70			185,432		Consensus Pricing	Indicative Quotes	90.00		100.00		97.69
		57,713		Income Approach	Discount Rate	12.80	%	14.70	%	13.50	%		65,025		Income Approach	Discount Rate	11.55	%	13.18	%	12.24	%
				Market Approach	Comparable Multiple	3.17x		6.99x		6.43x					Market Approach	Comparable Multiple	6.68x		8.16x		7.53x
Total First Lien Debt	Total First Lien Debt	1,224,063										Total First Lien Debt	1,232,084
Investments in Second Lien Debt	Investments in Second Lien Debt	238,785		Discounted Cash Flow	Discount Rate	7.14	%	15.27	%	9.67	%	Investments in Second Lien Debt	299,664		Discounted Cash Flow	Discount Rate	7.11	%	15.83	%	9.46	%
		45,738		Consensus Pricing	Indicative Quotes	82.88		100.00		87.75			42,112		Consensus Pricing	Indicative Quotes	97.25		98.00		97.49
Total Second Lien Debt	Total Second Lien Debt	284,523										Total Second Lien Debt	341,776
Investments in Equity	Investments in Equity	33,877		Income Approach	Discount Rate	7.22	%	12.80	%	8.84	%	Investments in Equity	77,093		Income Approach	Discount Rate	7.22	%	11.55	%	8.38	%
				Market Approach	Comparable Multiple	6.99x		16.43x		10.50x					Market Approach	Comparable Multiple	8.16x		16.43x		11.26x
Total Equity Investments	Total Equity Investments	33,877										Total Equity Investments	77,093
Investment in Investment Fund	Investment in Investment Fund											Investment in Investment Fund
Mezzanine Loan		—		Collateral Analysis	Recovery Rate	100.00	%	100.00	%	100.00	%

Subordinated Loan and Member's Interest	Subordinated Loan and Member's Interest	205,891		Discounted Cash Flow	Discount Rate	8.50	%	8.50	%	8.50	%	Subordinated Loan and Member's Interest	184,141		Discounted Cash Flow	Discount Rate	8.50	%	8.50	%	8.50	%
				Discounted Cash Flow	Default Rate	3.00	%	3.00	%	3.00	%				Discounted Cash Flow	Default Rate	3.00	%	3.00	%	3.00	%
				Discounted Cash Flow	Recovery Rate	65.00	%	65.00	%	65.00	%				Discounted Cash Flow	Recovery Rate	65.00	%	65.00	%	65.00	%
Total Investments in Investment Fund	Total Investments in Investment Fund	205,891										Total Investments in Investment Fund	184,141
Total Level 3 Investments	Total Level 3 Investments	$	1,748,354									Total Level 3 Investments	$	1,835,094

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates, indicative quotes and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes or comparable EBITDA multiples in isolation may result in a significantly lower fair value measurement.

The significant unobservable inputs used in the fair value measurement of the Company’s investments in equities are discount rates and comparable EBITDA multiples. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in comparable EBITDA multiples in isolation would result in a significantly lower fair value measurement.

The significant unobservable input used in the fair value measurement of the Company’s 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.

Financial instruments disclosed but not carried at fair value

The following table presents the carrying value and fair value of the Company’s secured borrowings and senior unsecured notes disclosed but not carried at fair value as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
Secured borrowings	Secured borrowings	$	425,545	$	425,545	$	347,949	$	347,949	Secured borrowings	$	423,959	$	423,959	$	407,655	$	407,655
2019 Notes	2019 Notes	115,000		116,250		115,000		116,250		2019 Notes	115,000		105,191		115,000		117,300
2020 Notes	2020 Notes	75,000		75,000		75,000		75,000		2020 Notes	75,000		69,012		75,000		75,530
Total	Total	$	615,545	$	616,795	$	537,949	$	539,199	Total	$	613,959	$	598,162	$	597,655	$	600,485

The carrying values of the secured borrowings ~~and Senior Notes~~generally approximate their respective fair values ~~and~~due to their variable interest rates. Secured borrowings are categorized as Level 3 within the hierarchy. ~~Secured borrowings~~

The carrying values of the Senior Notes approximate their respective fair values. The Senior 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 ~~secured borrowings and senior unsecured notes~~Senior Notes are discount rates. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement.

The following table represents the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes disclosed but not carried at fair value as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
Aaa/AAA Class A-1-1-R Notes	Aaa/AAA Class A-1-1-R Notes	$	234,800	$	234,917	$	234,800	$	230,996	Aaa/AAA Class A-1-1-R Notes	$	234,800	$	227,592	$	234,800	$	234,941
Aaa/AAA Class A-1-2-R Notes	Aaa/AAA Class A-1-2-R Notes	50,000		50,000		50,000		49,645		Aaa/AAA Class A-1-2-R Notes	50,000		48,710		50,000		50,075
Aaa/AAA Class A-1-3-R Notes	Aaa/AAA Class A-1-3-R Notes	25,000		25,038		25,000		25,017		Aaa/AAA Class A-1-3-R Notes	25,000		23,595		25,000		24,680
AA Class A-2-R Notes	AA Class A-2-R Notes	66,000		66,007		66,000		64,895		AA Class A-2-R Notes	66,000		63,327		66,000		66,003
A Class B Notes	A Class B Notes	46,400		46,405		46,400		45,291		A Class B Notes	46,400		45,296		46,400		46,430
BBB- Class C Notes	BBB- Class C Notes	27,000		26,849		27,000		24,592		BBB- Class C Notes	27,000		26,123		27,000		26,714
Total	Total	$	449,200	$	449,216	$	449,200	$	440,436	Total	$	449,200	$	434,643	$	449,200	$	448,843

The fair value determination of the Company’s notes payable was based on the market quotation(s) received from broker/dealer(s). These fair value measurements were based on significant inputs not observable and thus represent Level 3 measurements as defined in the accounting guidance for fair value measurement.

The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.

4. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On April 3, 2013, the Company’s Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved an investment advisory agreement (the “Original Investment Advisory Agreement”) between the Company and the Investment Adviser in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act. The Original Investment Advisory Agreement was amended on September 15, 2017 and August 6, 2018 after receipt of requisite Board and stockholders' approvals, as applicable (as amended, the “Investment Advisory Agreement”). Unless terminated earlier, the Investment Advisory Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the vote of the ~~Company's~~ Board of Directors and by the vote of a majority of the Independent Directors. On May ~~26, 2021,~~9, 2022, the Company’s Board of Directors, including a majority of the 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. Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the "Order") and a determination by the Board of Directors that reliance on the order was appropriate due to circumstances related to the current or potential side-effects of COVID-19, the May 26 meeting was held by video- and telephone-conference. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party. Subject to the overall supervision of the Board of Directors, the Adviser provides investment advisory services to the Company. For providing these services, the Adviser receives fees from the Company consisting of two components—a base management fee and an incentive fee.

The base management fee has been calculated and payable quarterly in arrears at an annual rate of 1.50% of the average value of the gross assets at the end of the two most recently completed fiscal quarters; provided, however, effective July 1, 2018, the base management fee is calculated at an annual rate of 1.00% of the average value of the gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (A) 200% and (B) the average value of the Company’s net asset value at the end of the two most recently completed calendar quarters. The base management fee will be appropriately adjusted for any share issuances or repurchases during such fiscal quarter and the base management fees for any partial month or quarter will be pro-rated. The Company’s gross assets exclude any cash and cash equivalents and include assets acquired through the incurrence of debt from the use of leverage. For purposes of this calculation, cash and cash equivalents include any temporary investments in cash-equivalents, U.S. government securities and other high quality investment grade debt investments that mature in 12 months or less from the date of investment.

4649

The incentive fee has two parts. The first part is calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding calendar quarter. The second part is determined and payable in arrears based on capital gains as of the end of each calendar year.

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the operating expenses accrued for the quarter (including the base management fee, expenses payable under the administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature, accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, has been compared to a “hurdle rate” of 1.50% per quarter (6% annualized) or a “catch-up rate” of 1.82% per quarter (7.28% annualized), as applicable.

Pursuant to the Investment Advisory Agreement, the Company pays its Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:

•no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;

•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.82% in any calendar quarter (7.28% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.82%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.82% in any calendar quarter; and

•17.5% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.82% in any calendar quarter (7.28% annualized) will be payable to the Investment Adviser. This reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee 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 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.

4750

Below is a summary of the base management fees and incentive fees incurred during the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020.~~2021.


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Base management fees	Base management fees	$	7,233	$	7,134	$	21,024	$	21,585	Base management fees	$	7,262	$	7,233	$	21,425	$	21,024
Incentive fees on pre-incentive fee net investment income	Incentive fees on pre-incentive fee net investment income	4,516		4,322		13,193		14,075		Incentive fees on pre-incentive fee net investment income	6,451		4,516		16,137		13,193
Realized capital gains incentive fees	Realized capital gains incentive fees	—		—		—		—		Realized capital gains incentive fees	—		—		—		—
Accrued capital gains incentive fees	Accrued capital gains incentive fees	—		—		—		—		Accrued capital gains incentive fees	—		—		—		—
Total capital gains incentive fees	Total capital gains incentive fees	—		—		—		—		Total capital gains incentive fees	—		—		—		—
Total incentive fees	Total incentive fees	4,516		4,322		13,193		14,075		Total incentive fees	6,451		4,516		16,137		13,193
Total base management fees and incentive fees	Total base management fees and incentive fees	$	11,749	$	11,456	$	34,217	$	35,660	Total base management fees and incentive fees	$	13,713	$	11,749	$	37,562	$	34,217

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.

As of September 30, ~~2021~~2022 and December 31, ~~2020, $11,752~~2021, $13,748 and ~~$11,549,~~$11,819, 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.~~Agreement (the “Administration Agreement”) between the Company and the Administrator. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Financial Officer, Chief Compliance Officer, and Treasurer) and respective staff who provide services to the Company, operations staff who provide services to the Company, and any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), internal control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.

Unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May ~~26, 2021,~~9, 2022, the Company's Board of Directors, including a majority of the Independent Directors, approved the continuance of the Administration Agreement for a one-year period. The Administration Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

For the three month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$400~~$470 and ~~$167,~~$400, respectively, in fees under the Administration Agreement. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$1,057~~$1,337 and ~~$539,~~$1,057, respectively, in fees under the Administration Agreement. These fees are included in administrative service fees in the accompanying Consolidated Statements of Operations. As of September 30, ~~2021~~2022 and December 31, ~~2020, $661~~2021, $1,409 and ~~$85,~~$482, respectively, was unpaid and included in administrative service fees payable in the accompanying Consolidated Statements of Assets and Liabilities.

4851

Sub-Administration Agreements

On April 3, 2013, the Administrator entered into a sub-administration agreement with Carlyle Employee Co. (the “Carlyle Sub-Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the Administrator with access to personnel.

On April 3, 2013, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company (“State Street” and, such agreement, the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreement, the “Sub-Administration Agreements”). Unless terminated earlier, the State Street Sub-Administration Agreement ~~will~~ renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. On May ~~26, 2021,~~9, 2022, 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 three month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$169~~$271 and ~~$193,~~$169, respectively, in fees under the State Street Sub-Administration Agreement. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$504~~$620 and ~~$578,~~$504, respectively, in fees under the ~~Administration~~State Street Sub-Administration Agreement. These fees are included in other general and administrative expenses in the accompanying Consolidated Statements of Operations. As of September 30, ~~2021~~2022 and December 31, ~~2020, $502~~2021, $887 and ~~$334,~~$682, respectively, was unpaid and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

License Agreement

The Company has entered into a royalty free license agreement with CIM, which wholly owns our Adviser and is a wholly owned subsidiary of Carlyle, pursuant to which CIM has granted the Company a non-exclusive, revocable and non-transferable license to use the name and mark “Carlyle.”

Board of Directors

The Company’s Board of Directors currently consists of seven members, ~~five~~four of whom are Independent Directors. The Board of Directors has established an Audit Committee, a Pricing Committee, a Nominating and Governance Committee and a Compensation Committee, the members of each of which consist entirely of the Company’s Independent Directors. The Board of Directors may establish additional committees in the future. For the three month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$154~~$173 and ~~$86,~~$154, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company incurred ~~$420~~$519 and ~~$303,~~$420, respectively, in fees and expenses associated with its Independent Directors' services on the Company's Board of Directors and its committees. As of September 30, ~~2021~~2022 and December 31, ~~2020, $147~~2021, $1 and ~~$96,~~$142, respectively, in fees or expenses associated with its Independent Directors were payable, and included in other accrued expenses and liabilities in the accompanying Consolidated Statements of Assets and Liabilities.

Transactions with Investment Funds

For the three and nine month periods ended September 30, 2022, the Company sold 3 and 6 investments, respectively, to Credit Fund for proceeds of $31,014 and $84,534, respectively, and realized gain (loss) of $121 and $48, respectively. For the three and nine month periods ended September 30, 2021, the Company sold 5 and 8 investments, respectively, to Credit Fund for proceeds of $67,519 and $118,204, respectively, and realized gain (loss) of $388 and $1,075, respectively. For the three and nine month periods ended September 30, 2020, the Company sold 0 and 4 investments, respectively, to Credit Fund for proceeds of $0 and $62,754, respectively, and realized gain (loss) of $0 and $(2,289), respectively. See Note 5, Middle Market Credit Fund, LLC, for further information about Credit Fund.

For the three and nine month periods ended September 30, 2022, the Company sold 5 and 9 investments, respectively, to Credit Fund II for proceeds of $27,429 and $59,222, respectively, and realized gain (loss) of $(421) and $(842), respectively. For the three and nine month periods ended September 30, 2021, the Company sold 5 and 10 investments, respectively, to Credit Fund II for proceeds of $20,923 and $40,687, respectively, and realized gain (loss) of $155 and $237, respectively. See Note 6, Middle Market Credit Fund II, LLC, for further information about Credit Fund II.

Cumulative Convertible Preferred Stock

On May 5, 2020, the Company issued and sold 2,000,000 shares of the Preferred Stock to an affiliate of Carlyle in a private placement at a price of $25 per share. For the three and nine month periods ended September 30, ~~2021,~~2022, the Company declared and paid ~~a dividend~~dividends on the Preferred Stock of $875 and $2,625, respectively. For the three and nine month ~~period~~periods ended

September 30, ~~2020 and for the period from May 5, 2020 through September 30, 2020,~~2021, the Company declared and paid ~~a dividend~~dividends on the Preferred Stock of ~~$856~~$875 and ~~$1,410, respectively.~~$2,625. See Note 10, Net Assets, for further information about the Preferred Stock.

5. MIDDLE MARKET CREDIT FUND, LLC

Overview

On February 29, 2016, the Company and Credit Partners entered into an amended and restated limited liability company agreement, which was subsequently amended and restated on June 24, 2016, ~~and~~ February 22, 2021 and May 16, 2022 (as amended, the ~~"Limited~~“Limited Liability Company ~~Agreement"~~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”), MMCF CLO ~~2017-1 LLC (the “2017-1 Issuer”), MMCF CLO~~ 2019-2, LLC (the ~~"2019-2 Issuer", formerly known as MMCF Warehouse, LLC (the "Credit Fund Warehouse")~~“2019-2 Issuer”) and MMCF Warehouse II, LLC (the ~~"Credit~~“Credit Fund Warehouse ~~II"~~II”), each a Delaware limited liability company, were formed on April 5, 2016, ~~October 6, 2017,~~ November 26, 2018 and August 16, 2019, respectively. Credit Fund Sub, ~~the 2017-1 Issuer,~~ the 2019-2 Issuer, and Credit Fund Warehouse II are wholly owned subsidiaries of Credit Fund and are consolidated in Credit Fund’s consolidated financial statements commencing from the date of their respective formations. In ~~December 2020, the 2017-1 Notes, as defined below, were redeemed in full and notes outstanding were repaid in full. In~~ August 2021, the 2019-2 Notes, as defined below, were redeemed ~~in full~~ and ~~the notes outstanding were~~ repaid in full. Credit Fund Sub and Credit Fund Warehouse II primarily invest in first lien loans of middle market companies. Credit Fund and its wholly owned subsidiaries follow the same Internal Risk Rating System as the Company. Refer to ~~"Debt"~~“Debt” below for discussions regarding the credit facilities entered into and the notes issued by such wholly-owned subsidiaries.

Credit Fund, the Company and Credit Partners entered into an administration agreement with Carlyle Global Credit Administration L.L.C., the administrative agent of Credit Fund (in such capacity, the ~~“Administrative~~“Credit Fund Administrative Agent”), pursuant to which the Credit Fund Administrative Agent is delegated certain administrative and non-discretionary functions, is authorized to enter into sub-administration agreements at the expense of Credit Fund with the approval of the board of managers of Credit Fund, and is reimbursed by Credit Fund for its costs and expenses and Credit Fund’s allocable portion of overhead incurred by the Credit Fund Administrative Agent in performing its obligations thereunder.

5053

~~Selected Financial Data~~

Since inception of Credit Fund and through September 30, 2021 and December 31, 2020, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $216,000 in subordinated loans, respectively, to Credit Fund. On May 25, 2021, the Company and Credit Partners received a return of capital of $46,000, of which the Company received $23,000. Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2021 and December 31, 2020.

As of
September 30, 2021 December 31, 2020
(unaudited)
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $1,086,729 and $1,080,538, respectively) $ 1,078,265 $ 1,056,381
Cash, cash equivalents and restricted cash (1)
62,544 119,796
Other assets 13,489 7,553
Total assets $ 1,154,298 $ 1,183,730
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings $ 757,034 $ 514,261
Notes payable, net of unamortized debt issuance costs of $0 and $1,559, respectively — 253,933
Other liabilities 27,069 15,543
Subordinated loans and members’ equity (2)
370,195 399,993
Liabilities and members’ equity $ 1,154,298 $ 1,183,730

~~(1)~~ ~~As of September 30, 2021 and December 31, 2020, $9,121 and $83,574, respectively, of Credit Fund's cash and cash equivalents was restricted.~~

~~(2)~~ ~~As of September 30, 2021 and December 31, 2020, the fair value of Company's ownership interest in the subordinated loans and members’ equity was $189,275 and $205,891, respectively.~~

For the three month periods ended For the nine month periods ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
(unaudited) (unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income $ 17,124 $ 22,863 $ 50,951 $ 64,276
Expenses
Interest and credit facility expenses 6,701 7,696 17,437 31,175
Other expenses 510 602 1,532 1,695
Total expenses 7,211 8,298 18,969 32,870
Net investment income (loss) 9,913 14,565 31,982 31,406
Net realized gain (loss) on investments 220 — (1,473) —
Net change in unrealized appreciation (depreciation) on investments 1,500 18,351 15,693 (23,114)
Net increase (decrease) resulting from operations $ 11,633 $ 32,916 $ 46,202 $ 8,292

~~Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 2021 and December 31, 2020:~~

As of
September 30, 2021 December 31, 2020
Senior secured loans (1)
$ 1,091,142 $ 1,084,491
Weighted average yields of senior secured loans based on amortized cost (2)
6.07 % 6.03 %
Weighted average yields of senior secured loans based on fair value (2)
6.09 % 6.15 %
Number of portfolio companies in Credit Fund 55 54
Average amount per portfolio company (1)
$ 19,839 $ 20,083
Number of loans on non-accrual status — —
Fair value of loans on non-accrual status $ — $ —
Percentage of portfolio at floating interest rates (3)(4)
100.0 % 97.7 %
Percentage of portfolio at fixed interest rates (4)
— % 2.3 %
Fair value of loans with PIK provisions $ — $ 24,113
Percentage of portfolio with PIK provisions (4)
— % 2.3 %

~~(1)At par/principal amount.~~

~~(2)~~Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2021 and December 31, 2020. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount ("OID") and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

~~(3)Floating rate debt investments are generally subject to interest rate floors.~~

~~(4)Percentages based on fair value.~~

Consolidated Schedule of Investments as of September 30, 2021
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC ^+ (2)(3)(6) Aerospace & Defense L + 4.50% 5.50% 3/31/2028 $ 34,563 $ 33,977 $ 34,547
Acrisure, LLC +# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.63% 2/15/2027 25,441 25,422 25,171
Alpha Packaging Holdings, Inc. + (2)(3) Containers, Packaging & Glass L + 6.00% 7.00% 5/12/2022 15,866 15,866 15,866
Alpine SG, LLC + (2)(3) High Tech Industries L + 5.75% 6.75% 11/16/2022 10,890 10,772 10,773
AmeriLife Holdings LLC # (2)(3) Banking, Finance, Insurance & Real Estate L + 4.00% 4.08% 3/18/2027 9,877 9,857 9,877
Analogic Corporation ^+ (2)(3)(6) Capital Equipment L + 5.25% 6.25% 6/22/2024 18,714 18,698 18,534
Anchor Packaging, Inc. +# (2)(3) Containers, Packaging & Glass L + 4.00% 4.08% 7/18/2026 24,535 24,443 24,483
API Technologies Corp. ^+# (2)(3) Aerospace & Defense L + 4.25% 4.33% 5/9/2026 14,663 14,614 14,223
Aptean, Inc. +# (2)(3) Software L + 4.25% 4.33% 4/23/2026 12,188 12,141 12,084
Astra Acquisition Corp. +# (2)(3) Software L + 4.75% 5.50% 2/28/2027 28,639 28,290 28,639
Avalign Technologies, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 4.50% 4.63% 12/22/2025 14,480 14,390 14,364
Avenu Holdings, LLC + (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2024 23,410 23,410 23,410
BK Medical Holding Company, Inc. ^+ (2)(3)(6) Healthcare & Pharmaceuticals L + 5.25% 6.25% 6/22/2024 23,983 23,814 23,983
BMS Holdings III Corp. + (2)(3) Construction & Building L + 5.50% 6.50% 9/30/2026 11,272 11,166 11,157
Chartis Holding, LLC + (2)(3)(6) Business Services L + 5.50% 6.50% 5/1/2025 6,982 6,982 6,982
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6) Software L + 4.50% 5.50% 8/30/2024 13,948 13,453 13,883
Chudy Group, LLC ^+ (2)(3)(6) Healthcare & Pharmaceuticals L + 5.75% 6.75% 6/30/2027 33,103 32,526 32,912
Diligent Corporation ^+ (2)(3)(6) Telecommunications L + 6.25% 7.25% 8/4/2025 9,072 8,828 9,301
Divisions Holding Corporation +# (2)(3) Business Services L + 4.75% 5.50% 5/27/2028 25,000 24,759 25,077
DTI Holdco, Inc. + (2)(3) High Tech Industries L + 4.75% 5.75% 9/30/2023 18,543 18,491 18,130
Eliassen Group, LLC + (2)(3) Business Services L + 4.25% 4.33% 11/5/2024 9,927 9,895 9,877
EPS Nass Parent, Inc. ^+ (2)(3)(6) Utilities: Electric L + 5.75% 6.75% 4/19/2028 31,670 30,970 31,316
EvolveIP, LLC ^+ (2)(3)(6) Telecommunications L + 5.75% 6.75% 6/7/2023 39,925 39,840 39,924
Exactech, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,362 21,274 21,050
Excel Fitness Holdings, Inc. +# (2)(3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,563 24,388 24,359
Frontline Technologies Holdings, LLC + (2)(3) Software L + 5.75% 6.75% 9/18/2023 14,773 14,249 14,773
Golden West Packaging Group LLC + (2)(3) Containers, Packaging & Glass L + 5.75% 6.75% 6/20/2023 27,305 27,228 27,237
Heartland Home Services, Inc + (2)(3)(6) Consumer Services L + 6.00% 7.00% 12/15/2026 18,325 18,325 18,380
HMT Holding Inc. ^+ (2)(3)(6) Energy: Oil & Gas L + 5.75% 6.75% 11/17/2023 32,568 32,301 31,623
Integrity Marketing Acquisition, LLC + (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.50% 6.25% 8/27/2025 15,574 15,111 15,479
Jensen Hughes, Inc. + (2)(3)(6) Utilities: Electric L + 4.50% 5.50% 3/22/2024 34,480 34,442 33,818
K2 Insurance Services, LLC + (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/1/2026 12,961 12,961 12,772
KAMC Holdings, Inc. +# (2)(3) Energy: Electricity L + 4.00% 4.12% 8/14/2026 13,720 13,670 12,982
KBP Investments, LLC ^+ (2)(3)(6) Beverage, Food & Tobacco L + 5.00% 5.75% 5/25/2027 19,238 18,828 18,926

Consolidated Schedule of Investments as of September 30, 2021
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Marco Technologies, LLC + (2)(3) Media: Advertising, Printing & Publishing L + 4.00% 5.00% 10/30/2023 $ 7,314 $ 7,298 $ 7,314
Mold-Rite Plastics, LLC + (2)(3) Chemicals, Plastics & Rubber L + 4.25% 5.25% 6/14/2022 14,408 14,402 14,408
Newport Group Holdings II, Inc. +# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.63% 9/13/2025 23,295 23,136 23,272
Odyssey Logistics & Technology Corp. +# (2)(3) Transportation: Cargo L + 4.00% 5.00% 10/12/2024 11,210 11,228 11,098
Output Services Group ^+ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 3/27/2024 19,272 19,241 16,537
Premise Health Holding Corp. +# (2)(3) Healthcare & Pharmaceuticals L + 3.50% 3.63% 7/10/2025 13,480 13,443 13,442
Q Holding Company +# (2)(3) Automotive L + 5.00% 6.00% 12/31/2023 21,570 21,466 21,167
QW Holding Corporation ^+ (2)(3)(6) Environmental Industries L + 6.25% 7.25% 8/31/2024 13,324 13,064 12,800
Radiology Partners, Inc. +# (2)(3) Healthcare & Pharmaceuticals L + 4.25% 4.33% 7/9/2025 27,686 27,597 27,655
RevSpring Inc. +# (2)(3) Media: Advertising, Printing & Publishing L + 4.25% 4.38% 10/11/2025 29,224 29,068 29,125
Situs Group Holdings Corporation + (2)(3) Banking, Finance, Insurance & Real Estate L + 4.75% 5.75% 6/28/2025 14,669 14,591 14,638
Striper Buyer, LLC + (2)(3) Containers, Packaging & Glass L + 5.50% 6.25% 12/30/2026 14,887 14,751 14,887
T2 Systems, Inc. ^+ (2)(3)(6) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 28,893 28,678 28,893
Turbo Buyer, Inc. + (2)(3)(6) Automotive L + 5.75% 6.75% 12/2/2025 13,995 13,995 13,697
U.S. TelePacific Holdings Corp. + (2)(3) Telecommunications L + 5.50% 6.50% 5/2/2023 6,660 6,640 5,448
VRC Companies, LLC ^+ (2)(3)(6) Business Services L + 5.50% 6.25% 6/29/2027 25,249 24,814 24,799
Water Holdings Acquisition LLC ^+ (2)(3)(6) Utilities: Water L + 5.00% 6.00% 12/18/2026 30,047 29,345 30,047
Welocalize, Inc. + (2)(3)(6) Business Services L + 4.75% 5.75% 12/23/2024 35,638 35,282 35,255
WRE Holding Corp. ^+ (2)(3)(6) Environmental Industries L + 5.50% 6.50% 1/3/2023 8,761 8,739 8,671
Yellowstone Buyer Acquisition, LLC + (2)(3) Durable Consumer Goods L + 5.75% 6.75% 9/13/2027 40,000 39,206 39,200
First Lien Debt Total $ 1,081,365 $ 1,078,265
Equity Investments (0.0% of fair value)
DBI Holding, LLC ^ Transportation: Cargo 2,961 $ — $ —
DBI Holding, LLC ^ Transportation: Cargo 13,996 5,364 —
Equity Investments Total $ 5,364 $ —
Total Investments $ 1,086,729 $ 1,078,265

^ 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 or Credit Fund Warehouse II.

+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility (the “Credit Fund Sub Facility”). The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Warehouse II.

# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II Facility"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, or the Credit Fund Sub.

~~(1)~~Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2021, the geographical composition of investments as a percentage of fair value was 1.3% in Canada and 98.7% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

~~(2)~~Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2021. As of September 30, 2021, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 0.08%, the 90-day LIBOR at 0.13% and the 180-day LIBOR at 0.16%.

~~(3)Loan includes interest rate floor feature, which is generally 1.00%.~~

~~(4)~~Amortized cost represents original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion/amortization of discounts/premiums, as applicable, on debt investments using the effective interest method.

~~(5)~~Fair value is determined in good faith by or under the direction of the board of managers of Credit Fund, pursuant to Credit Fund’s valuation policy, with the fair value of all investments determined using significant unobservable inputs, which is substantially similar to the valuation policy of the Company provided in Note 3, Fair Value Measurements.

~~(6)As of September 30, 2021, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:~~

First Lien Debt – unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
ACR Group Borrower, LLC Revolver 0.38% $ 7,350 $ (3)
Analogic Corporation Revolver 0.50 1,975 (17)
BK Medical Holding Company, INC. Revolver 0.50 2,609 —
Chartis Holding, LLC Revolver 0.50 2,183 —
Chemical Computing Group ULC (Canada) Revolver 0.50 873 (4)
Chudy Group, LLC Delayed Draw 1.00 5,517 (26)
Chudy Group, LLC Revolver 0.50 1,379 (7)
Diligent Corporation Delayed Draw 1.00 1,653 33
Diligent Corporation Revolver 0.50 703 14
EPS Nass Parent, Inc. Delayed Draw 1.00 3,136 (30)
EPS Nass Parent, Inc. Revolver 0.50 2,195 (21)
EvolveIP, LLC Delayed Draw 1.00 1,904 —
EvolveIP, LLC Revolver 0.50 3,734 —
Helios Buyer, Inc. Revolver 0.50 130 —
HMT Holding Inc. Revolver 0.50 6,173 (151)
Integrity Marketing Acquisition, LLC Delayed Draw 1.00 21,816 (56)
Jensen Hughes, Inc. Revolver 0.50 2,000 (36)
K2 Insurance Services, LLC Revolver 0.50 1,170 (16)
KBP Investments, LLC Delayed Draw 1.00 20,190 (157)
KBP Investments, LLC Delayed Draw 1.00 503 (4)
QW Holding Corporation Delayed Draw 1.00 9,338 (179)
QW Holding Corporation Revolver 0.50 4,619 (89)
T2 Systems, Inc. Revolver 0.50 1,955 —
Turbo Buyer, Inc. Revolver 0.50 933 (19)
VRC Companies, LLC Delayed Draw 0.75 3,856 (58)
VRC Companies, LLC Revolver 0.50 833 (12)
Water Holdings Acquisition LLC Delayed Draw 1.00 5,326 —
Water Holdings Acquisition LLC Revolver 0.50 4,421 —
Welocalize, Inc. Revolver 0.50 2,025 (19)
Welocalize, Inc. Revolver 0.50 2,250 (22)
WRE Holding Corp. Delayed Draw 1.00 337 (3)
WRE Holding Corp. Revolver 0.50 624 (6)
Total unfunded commitments $ 123,710 $ (888)

Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (97.5% of fair value)
Acrisure, LLC \# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.65% 2/15/2027 $ 25,634 $ 25,606 $ 25,104
Alku, LLC +# (2)(3) Business Services L + 5.50% 5.75% 7/29/2026 23,666 23,466 23,512
Alpha Packaging Holdings, Inc. +\ (2)(3) Containers, Packaging & Glass L + 6.00% 7.00% 11/12/2021 16,378 16,378 16,378
AmeriLife Holdings LLC # (2)(3) Banking, Finance, Insurance & Real Estate L + 4.00% 4.15% 3/18/2027 9,951 9,929 9,802
Analogic Corporation ^+ (2)(3)(6) Capital Equipment L + 5.25% 6.25% 6/22/2024 18,857 18,837 18,857
Anchor Packaging, Inc. +# (2)(3) Containers, Packaging & Glass L + 4.00% 4.15% 7/18/2026 24,723 24,617 24,656
API Technologies Corp. +\ (2)(3) Aerospace & Defense L + 4.25% 4.49% 5/9/2026 14,775 14,713 13,999
Aptean, Inc. +\ (2)(3) Software L + 4.25% 4.40% 4/23/2026 12,281 12,227 12,077
AQA Acquisition Holding, Inc. +\ (2)(3)(6) High Tech Industries L + 4.25% 5.25% 5/24/2023 18,759 18,752 18,757
Astra Acquisition Corp. +# (2)(3) Software L + 5.50% 6.50% 3/1/2027 28,783 28,392 28,783
Avalign Technologies, Inc. +\ (2)(3) Healthcare & Pharmaceuticals L + 4.50% 4.73% 12/22/2025 14,592 14,481 14,334
Big Ass Fans, LLC +\# (2)(3) Capital Equipment L + 3.75% 4.75% 5/21/2024 13,766 13,714 13,766
BK Medical Holding Company, Inc. ^+ (2)(3)(6) Healthcare & Pharmaceuticals L + 5.25% 6.25% 6/22/2024 24,165 23,951 22,363
Chemical Computing Group ULC (Canada) ^+ (2)(3)(6) Software L + 5.00% 6.00% 8/30/2023 14,055 13,378 14,055
Clarity Telecom LLC. + Media: Broadcasting & Subscription L + 4.25% 4.40% 8/30/2026 14,813 14,773 14,813
Clearent Newco, LLC ^ (2)(3)(6) High Tech Industries L + 6.50% 7.50% 3/20/2025 4,079 4,079 3,907
Clearent Newco, LLC ^+\ (2)(3) High Tech Industries L + 5.50% 6.50% 3/20/2025 29,486 29,236 28,722
DecoPac, Inc. ^+\ (2)(3)(6) Non-durable Consumer Goods L + 4.25% 5.25% 9/29/2024 12,336 12,253 12,318
Diligent Corporation ^+ (2)(3)(6) Telecommunications L + 6.25% 7.25% 8/4/2025 8,683 8,411 8,819
DTI Holdco, Inc. ^+\ (2)(3) High Tech Industries L + 4.75% 5.75% 9/30/2023 18,690 18,642 16,655
Eliassen Group, LLC +\ (2)(3) Business Services L + 4.25% 4.40% 11/5/2024 7,543 7,516 7,483
EvolveIP, LLC ^+ (2)(3)(6) Telecommunications L + 5.75% 6.75% 6/7/2023 19,800 19,759 19,775
Exactech, Inc. +\# (2)(3) Healthcare & Pharmaceuticals L + 3.75% 4.75% 2/14/2025 21,528 21,416 20,422
Excel Fitness Holdings, Inc. +# (2)(3) Hotel, Gaming & Leisure L + 5.25% 6.25% 10/7/2025 24,750 24,546 22,780
Frontline Technologies Holdings, LLC + (2)(3) Software L + 5.75% 6.75% 9/18/2023 14,886 14,198 14,589
Golden West Packaging Group LLC +\ (2)(3) Containers, Packaging & Glass L + 5.25% 6.25% 6/20/2023 29,012 28,896 28,974
HMT Holding Inc. +\ (2)(3)(6) Energy: Oil & Gas L + 5.00% 6.00% 11/17/2023 32,821 32,458 30,984
Integrity Marketing Acquisition, LLC ^+ (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 6.25% 7.25% 8/27/2025 7,836 7,701 7,956
Jensen Hughes, Inc. +\ (2)(3)(6) Utilities: Electric L + 4.50% 5.50% 3/22/2024 34,584 34,489 33,424
KAMC Holdings, Inc. +# (2)(3) Energy: Electricity L + 4.00% 4.23% 8/14/2026 13,825 13,768 12,531
KBP Investments, LLC ^+ (2)(3)(6) Beverage, Food & Tobacco L + 5.00% 6.00% 5/15/2023 9,292 9,059 9,350
Marco Technologies, LLC ^+\ (2)(3)(6) Media: Advertising, Printing & Publishing L + 4.00% 5.00% 10/30/2023 7,332 7,293 7,332
Mold-Rite Plastics, LLC +\ (2)(3) Chemicals, Plastics & Rubber L + 4.25% 5.25% 12/14/2021 $ 14,520 $ 14,501 $ 14,520
Newport Group Holdings II, Inc. +\# (2)(3) Banking, Finance, Insurance & Real Estate L + 3.50% 3.75% 9/13/2025 23,475 23,285 23,405
Odyssey Logistics & Technology Corp. +\# (2)(3) Transportation: Cargo L + 4.00% 5.00% 10/12/2024 38,897 38,773 37,766
Output Services Group ^+\ (2)(3) Media: Advertising, Printing & Publishing L + 4.50% 5.50% 3/27/2024 19,421 19,382 14,178

Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Pasternack Enterprises, Inc. +\ (2)(3) Capital Equipment L + 4.00% 5.00% 7/2/2025 $ 22,524 $ 22,513 $ 22,218
Pharmalogic Holdings Corp. +\ (2)(3) Healthcare & Pharmaceuticals L + 4.00% 5.00% 6/11/2023 11,205 11,189 11,158
Premise Health Holding Corp. +\# (2)(3) Healthcare & Pharmaceuticals L + 3.50% 3.75% 7/10/2025 13,584 13,538 13,503
Propel Insurance Agency, LLC ^+\ (2)(3)(6) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 6/1/2024 38,134 37,662 37,716
Q Holding Company +\# (2)(3) Automotive L + 5.00% 6.00% 12/31/2023 21,735 21,604 20,229
QW Holding Corporation + (2)(3)(6) Environmental Industries L + 6.25% 7.25% 8/31/2022 11,566 11,465 10,727
Radiology Partners, Inc. +\# (2)(3) Healthcare & Pharmaceuticals L + 4.25% 4.81% 7/9/2025 27,686 27,581 27,193
RevSpring Inc. +\# (2)(3) Media: Advertising, Printing & Publishing L + 4.25% 4.40% 10/11/2025 29,449 29,265 29,199
Situs Group Holdings Corporation +\ (2)(3) Banking, Finance, Insurance & Real Estate L + 4.75% 5.75% 6/28/2025 14,781 14,689 14,636
T2 Systems, Inc. ^+ (2)(3)(6) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 29,119 28,743 29,118
The Original Cakerie, Ltd. (Canada) +\ (2)(3)(6) Beverage, Food & Tobacco L + 4.50% 5.50% 7/20/2022 6,295 6,281 6,289
The Original Cakerie, Ltd. (Canada) + (2)(3) Beverage, Food & Tobacco L + 5.00% 6.00% 7/20/2022 8,837 8,815 8,829
Thoughtworks, Inc. \# (2)(3) Business Services L + 3.75% 4.75% 10/11/2024 11,704 11,683 11,704
U.S. Acute Care Solutions, LLC +\ (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 5/15/2021 31,211 31,184 29,104
U.S. TelePacific Holdings Corp. +\ (2)(3) Telecommunications L + 5.50% 6.50% 5/2/2023 26,660 26,585 23,984
VRC Companies, LLC + (2)(3)(6) Business Services L + 6.50% 7.50% 3/31/2023 30,582 29,464 30,582
Water Holdings Acquisition LLC ^+ (2)(3)(6) Utilities: Water L + 5.25% 6.25% 12/18/2026 26,316 25,520 25,516
Welocalize, Inc. + (2)(3)(6) Business Services L + 4.50% 5.50% 12/23/2023 22,629 22,414 22,584
WRE Holding Corp. ^+ (2)(3)(6) Environmental Industries L + 5.25% 6.25% 1/3/2023 8,367 8,336 8,252
First Lien Debt Total $ 1,051,406 $ 1,029,687
Second Lien Debt (2.3% of fair value)
DBI Holding, LLC ^ (2) Transportation: Cargo 9.00% PIK 9.00% 2/1/2026 $ 24,113 $ 23,768 $ 24,113
Second Lien Debt Total $ 23,768 $ 24,113
Equity Investments (0.2%of fair value)
DBI Holding, LLC ^ Transportation: Cargo 2,961 $ — $ —
DBI Holding, LLC ^ Transportation: Cargo 13,996 5,364 2,581
Equity Investments Total $ 5,364 $ 2,581
Total Investments $ 1,080,538 $ 1,056,381

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the "Credit Fund Facility"). Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.

\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with a $399,900 term debt securitization completed by Credit Fund on May 21, 2019 (the “2019-2 Debt Securitization”). Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or Credit Fund Warehouse II.

# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the "Credit Fund Warehouse II"). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or 2019-2 Issuer.

~~(1)~~Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2020, the geographical composition of investments as a percentage of fair value was 2.8% in Canada and 97.2% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

~~(2)~~Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.15%, the 90-day LIBOR at 0.25% and the 180-day LIBOR at 0.26%.

~~(3)Loan includes interest rate floor feature, which is generally 1.00%.~~

~~(6)As of December 31, 2020, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:~~

First Lien Debt—unfunded delayed draw and revolving term loans commitments Type Unused Fee Par/ Principal Amount Fair Value
Analogic Corporation Revolver 0.50 % $ 1,975 $ —
AQA Acquisition Holding, Inc. Revolver 0.50 2,459 —
BK Medical Holding Company, Inc. Revolver 0.50 2,609 (176)
Chemical Computing Group ULC (Canada) Revolver 0.50 873 —
Clearent Newco, LLC Delayed Draw 1.00 2,549 (66)
DecoPac, Inc. Revolver 0.50 2,143 (3)
Diligent Corporation Delayed Draw 1.00 2,109 25
Diligent Corporation Revolver 0.50 703 8
EvolveIP, LLC Delayed Draw 1.00 1,904 (2)
EvolveIP, LLC Revolver 0.50 1,680 (2)
HMT Holding Inc. Revolver 0.50 6,173 (291)
Integrity Marketing Acquistion, LLC Delayed Draw 1.00 4,144 41
Jensen Hughes, Inc. Delayed Draw 1.00 1,127 (35)
Jensen Hughes, Inc. Revolver 0.50 1,364 (43)
KBP Investments, LLC Delayed Draw 1.00 503 1
KBP Investments, LLC Delayed Draw 1.00 10,190 30
Marco Technologies, LLC Delayed Draw 1.00 7,500 —
Propel Insurance Agency, LLC Revolver 0.50 1,905 (19)
Propel Insurance Agency, LLC Delayed Draw 1.00 1,733 (17)
QW Holding Corporation Revolver 0.50 5,498 (268)
QW Holding Corporation Delayed Draw 1.00 161 (8)
T2 Systems, Inc. Revolver 0.50 1,955 —
The Original Cakerie, Ltd. (Canada) Revolver 0.50 1,665 (1)
VRC Companies, LLC Revolver 0.50 858 —
Water Holdings Acquisition LLC Delayed Draw 1.00 8,421 (168)
Water Holdings Acquisition LLC Revolver 0.50 5,263 (105)
Welocalize, Inc. Revolver 0.50 2,250 (4)
WRE Holding Corp. Revolver 0.50 852 (10)
WRE Holding Corp. Delayed Draw 1.00 563 (7)
Total unfunded commitments $ 81,129 $ (1,120)

~~Debt~~

~~Credit Fund Facilities~~

The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. As of September 30, 2021 and December 31, 2020, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements.

Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended 2021 and 2020, and the outstanding balances under the credit facilities for the respective periods.

Credit Fund
Facility Credit Fund Sub
Facility Credit Fund Warehouse II Facility
2021 2020 2021 2020 2021 2020
Three Month Periods Ended September 30,
Outstanding Borrowing, beginning of period $ — $ — $ 515,121 $ 353,006 $ 82,163 $ 108,994
Borrowings — — 167,500 25,000 44,250 5,000
Repayments — — (52,000) — — (6,590)
Outstanding Borrowing, end of period $ — $ — $ 630,621 $ 378,006 $ 126,413 $ 107,404
Nine Month Periods Ended September 30,
Outstanding Borrowing, beginning of period $ — $ 93,000 $ 420,859 $ 343,506 $ 93,402 $ 97,571
Borrowings — 63,500 393,000 125,000 52,250 38,373
Repayments — (156,500) (183,238) (90,500) (19,239) (28,540)
Outstanding Borrowing, end of period $ — $ — $ 630,621 $ 378,006 $ 126,413 $ 107,404

~~Credit Fund Facility~~. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, March 20, 2020 and February 22, 2021, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is May 21, 2022. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.

~~Credit Fund Sub Facility~~. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019, March 11, 2020 and May 3, 2021. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2024. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of LIBOR plus 2.25%.

~~Credit Fund Warehouse II Facility~~. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the "Credit Fund Warehouse II Facility") with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Warehouse II. The maturity date of the Credit Fund Warehouse II Facility is August 16, 2022. Amounts borrowed under the Credit Fund Warehouse II Facility bear interest at a rate of LIBOR plus 1.05% for the first 12 months, LIBOR plus 1.15% for the next 12 months, and LIBOR plus 1.50% in the final 12 months.

~~2017-1 Notes~~

On December 19, 2017, Credit Fund completed the 2017-1 Debt Securitization. The notes offered in the 2017-1 Debt Securitization (the “2017-1 Notes”) were issued by the 2017-1 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and are secured by a diversified portfolio of the 2017-1 Issuer consisting primarily of first and second lien senior secured loans. The 2017-1 Debt Securitization was executed through a private placement of the 2017-1 Notes, consisting of:

•~~$231,700 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.17%;~~

•~~$48,300 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 1.50%;~~

•~~$15,000 of A2/A Class B-1 Notes, which bore interest at the three-month LIBOR plus 2.25%;~~

•~~$9,000 of A2/A Class B-2 Notes which bore interest at 4.30%;~~

•~~$22,900 of Baa2/BBB Class C Notes which bore interest at the three-month LIBOR plus 3.20%; and~~

•~~$25,100 of Ba2/BB Class D Notes which bore interest at the three-month LIBOR plus 6.38%.~~

exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests did not bear interest and had a nominal value of $47,900 at closing.

~~The 2017-1 Notes were fully redeemed during the year ended December 31, 2020. As of the redemption date, the 2017-1 Issuer was in compliance with all covenants and other requirements of the indenture.~~

~~2019-2 Notes~~

On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and were secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:

•~~$233,000 of Aaa/AAA Class A-1 Notes, which bear interest at the three-month LIBOR plus 1.50%;~~

•~~$48,000 of Aa2/AA Class A-2 Notes, which bear interest at the three-month LIBOR plus 2.40%;~~

•~~$23,000 of A2/A Class B Notes, which bear interest at the three-month LIBOR plus 3.45%;~~

•~~$27,000 of Baa2/BBB- Class C Notes which bear interest at the three-month LIBOR plus 4.55%; and~~

•~~$21,000 of Ba2/BB- Class D Notes which bear interest at the three-month LIBOR plus 8.03%.~~

The 2019-2 Notes were scheduled to mature on April 15, 2029. Credit Fund received 100% of the preferred interests issued by the 2019-2 Issuer (the “2019-2 Issuer Preferred Interests”) on the closing date of the 2019-2 Debt Securitization in exchange for Credit Fund’s contribution to the 2019-2 Issuer of the initial closing date loan portfolio. The 2019-2 Issuer Preferred Interests did not bear interest and had a nominal value of $48,300 at closing.

The 2019-2 Notes were fully redeemed during the three months ended September 30, 2021. As of December 31, 2020, the outstanding balance of the 2019-2 Notes was $255,832. As of the redemption date and as of December 31, 2020, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.

~~6. MIDDLE MARKET CREDIT FUND II, LLC~~

~~Overview~~

On November 3, 2020, the Company and CCLF entered into a limited liability company agreement to co-manage Credit Fund II, a Delaware limited liability company that is not consolidated in the Company's consolidated financial statements. Credit Fund II primarily invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board, on which the Company and CCLF have equal representation. Establishing a quorum for Credit Fund II's board requires at least one of the Company's representatives and one of CCLF's representatives. The Company and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of its membership interest, each of the Company and CCLF indirectly bears an allocable share of all expenses and other obligations of Credit Fund II.

Credit Fund II's initial portfolio 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 (see below).

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.

~~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. 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 (the "A-1 Notes") totaled $147,500 and bear interest at a rate of LIBOR plus 2.70%, and amounts issued for the Class A-2 notes (the "A-2 Notes") totaled $10,000 and bear interest at LIBOR plus 3.20%. The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to $50,000 is available from principal proceeds for reinvestment, and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of September 30, 2021 and December 31, 2020, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.

Selected Financial Data

Since inception of Credit Fund and through September 30, 2022 and December 31, 2021, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $216,000 in subordinated loans, respectively, to Credit Fund. On May 25, 2021, the Company and Credit Partners received an aggregate return of capital on the subordinated loans of $46,000, of which the Company received $23,000. Below is certain summarized consolidated financial information for Credit Fund as of September 30, 2022 and December 31, 2021.


	As of
	September 30, 2022		December 31, 2021
	(unaudited)
Selected Consolidated Balance Sheet Information
ASSETS
Investments, at fair value (amortized cost of $941,134 and $940,092, respectively)	$	896,207	$	926,959
Cash, cash equivalents and restricted cash (1)	24,991		54,041
Other assets	8,340		7,698
Total assets	$	929,538	$	988,698
LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings	$	571,621	$	600,651



Other liabilities	21,122		19,828
Subordinated loans and members’ equity (2)	336,795		368,219
Liabilities and members’ equity	$	929,538	$	988,698

(1) As of September 30, 2022 and December 31, 2021, $10,950 and $10,816, respectively, of Credit Fund's cash and cash equivalents was restricted.

(2) As of September 30, 2022 and December 31, 2021, the fair value of Company's ownership interest in the subordinated loans and members’ equity was $189,603 and $184,141, respectively.


	For the three month periods ended				For the nine month periods ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
	(unaudited)				(unaudited)
Selected Consolidated Statement of Operations Information:
Total investment income	$	18,563	$	17,124	$	48,049	$	50,951
Expenses
Interest and credit facility expenses	6,858		6,701		15,983		17,437
Other expenses	410		510		1,507		1,532
Total expenses	7,268		7,211		17,490		18,969
Net investment income (loss)	11,295		9,913		30,559		31,982
Net realized gain (loss) on investments	(189)		220		(189)		(1,473)
Net change in unrealized appreciation (depreciation) on investments	(4,757)		1,500		(31,795)		15,693
Net increase (decrease) resulting from operations	$	6,349	$	11,633	$	(1,425)	$	46,202

Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund’s portfolio as of September 30, 2022 and December 31, 2021:


	As of
	September 30, 2022			December 31, 2021
Senior secured loans (1)	$	942,952		$	942,930
Weighted average yields of senior secured loans based on amortized cost (2)	8.59		%	6.04		%
Weighted average yields of senior secured loans based on fair value (2)	8.96		%	6.09		%
Number of portfolio companies in Credit Fund	44			45
Average amount per portfolio company (1)	$	21,431		$	20,954
Number of loans on non-accrual status	—			—
Fair value of loans on non-accrual status	$	—		$	—
Percentage of portfolio at floating interest rates (3)(4)	100.0		%	100.0		%
Percentage of portfolio at fixed interest rates (4)	—		%	—		%
Fair value of loans with PIK provisions	$	16,302		$	—
Percentage of portfolio with PIK provisions (4)	1.8		%	—		%

(1)At par/principal amount.

(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2022 and December 31, 2021. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(3)Floating rate debt investments are generally subject to interest rate floors.

(4)Percentages based on fair value.


Consolidated Schedule of Investments as of September 30, 2022
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)(7)	Aerospace & Defense	LIBOR	4.50%	8.12%	3/31/2028	$	37,278	$	36,780	$	36,368
Acrisure, LLC	+	(2)(3)	Diversified Financial Services	LIBOR	3.50%	6.62%	2/13/2027	25,182		25,162		23,294
Analogic Corporation	^+	(2)(3)(7)	Capital Equipment	LIBOR	5.25%	8.07%	6/22/2024	20,161		20,150		19,630
Anchor Packaging, Inc.	+	(2)(3)	Containers, Packaging & Glass	LIBOR	4.00%	7.12%	7/18/2026	24,284		24,210		23,464
API Technologies Corp.	+	(2)(3)	Aerospace & Defense	LIBOR	4.25%	7.92%	5/9/2026	14,512		14,471		13,227
Aptean, Inc.	+	(2)(3)	Software	LIBOR	4.25%	7.32%	4/23/2026	12,062		12,026		11,459
Avalign Technologies, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.50%	7.62%	12/22/2025	14,331		14,259		14,003
BMS Holdings III Corp.	+	(2)(3)	Construction & Building	LIBOR	5.50%	9.17%	9/30/2026	11,160		11,073		11,002
Chartis Holding, LLC	^+	(2)(3)(7)	Business Services	LIBOR	5.25%	6.38%	5/1/2025	6,911		6,911		6,862
Chemical Computing Group ULC (Canada)	^+	(2)(3)(7)	Software	LIBOR	4.50%	7.64%	8/30/2024	13,805		13,563		13,576
Diligent Corporation	^+	(2)(3)(7)	Telecommunications	LIBOR	6.25%	9.11%	8/4/2025	10,044		9,855		9,715
Divisions Holding Corporation	+	(2)(3)	Business Services	LIBOR	4.75%	7.87%	5/27/2028	24,750		24,543		23,667
DTI Holdco, Inc.	+	(2)(3)	High Tech Industries	SOFR	4.75%	7.33%	4/26/2029	30,000		29,429		28,450
Eliassen Group, LLC	+	(2)(3)	Business Services	SOFR	5.75%	9.30%	4/14/2028	19,424		19,187		19,178
EPS Nass Parent, Inc.	^+	(2)(3)(7)	Utilities: Electric	LIBOR	5.75%	9.42%	4/19/2028	33,810		33,208		32,851
EvolveIP, LLC	^+	(2)(3)(6)(7)	Telecommunications	SOFR	5.50%	9.20%	6/7/2025	40,494		40,460		39,816
Exactech, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	6.87%	2/14/2025	21,138		21,071		18,882
Frontline Technologies Holdings, LLC	+	(2)(3)	Software	LIBOR	5.75%	8.89%	9/18/2023	14,552		14,277		14,552
GSM Acquisition Corp.	^+	(2)(3)(6)(7)	Leisure Products & Services	SOFR	5.00%	8.73%	11/16/2026	30,207		29,944		28,849
Heartland Home Services, Inc	+	(2)(3)	Consumer Services	LIBOR	5.75%	8.80%	12/15/2026	7,260		7,171		7,143
Heartland Home Services, Inc	+	(2)(3)(7)	Consumer Services	LIBOR	6.00%	9.12%	12/15/2026	24,317		24,233		24,121
Higginbotham Insurance Agency, Inc.	+	(2)(3)	Diversified Financial Services	LIBOR	5.25%	8.37%	11/25/2026	4,500		4,438		4,417
HMT Holding Inc.	^+	(2)(3)(6)(7)	Energy: Oil & Gas	SOFR	6.25%	9.27%	11/17/2025	32,232		32,086		30,289
Integrity Marketing Acquisition, LLC	^+	(2)(3)	Diversified Financial Services	LIBOR	5.50%	8.00%	8/27/2025	44,004		43,572		41,830
Jensen Hughes, Inc.	^+	(2)(3)(7)	Utilities: Electric	LIBOR	4.50%	7.29%	3/22/2024	34,127		34,097		33,105
K2 Insurance Services, LLC	^+	(2)(3)(7)	Diversified Financial Services	LIBOR	5.00%	8.63%	7/1/2026	12,831		12,832		12,780
KAMC Holdings, Inc.	+	(2)(3)	Energy: Electricity	LIBOR	4.00%	7.07%	8/14/2026	13,580		13,540		10,983
KBP Investments, LLC	+	(2)(3)(7)	Beverage & Food	LIBOR	5.50%	8.40%	5/25/2027	37,173		36,966		34,700
Odyssey Logistics & Technology Corp.	^+	(2)(3)	Transportation: Cargo	LIBOR	4.00%	6.81%	10/12/2024	9,530		9,512		9,196
Output Services Group	+	(2)(3)	Media: Advertising, Printing & Publishing	SOFR	5.25%, 1.50% PIK	9.80%	6/27/2026	19,168		19,145		13,519
PF Atlantic Holdco 2, LLC	+	(2)(3)	Leisure Products & Services	LIBOR	5.50%	8.77%	11/12/2027	15,435		15,196		15,167
Premise Health Holding Corp.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	7.92%	7/10/2025	13,341		13,312		13,244


Consolidated Schedule of Investments as of September 30, 2022
Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
QW Holding Corporation	^+	(2)(3)(7)	Environmental Industries	LIBOR	5.50%	8.05%	8/31/2026	$	21,630	$	21,483	$	21,147
Radiology Partners, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.25%	7.32%	7/9/2025	27,686		27,619		24,173
RevSpring Inc.	+	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.00%	7.67%	10/11/2025	28,924		28,803		27,694
Riveron Acquisition Holdings, Inc.	+	(2)(3)	Diversified Financial Services	LIBOR	5.75%	9.42%	5/22/2025	11,314		11,314		11,314
Striper Buyer, LLC	+	(2)(3)	Containers, Packaging & Glass	LIBOR	5.50%	8.62%	12/30/2026	14,738		14,625		14,715
Turbo Buyer, Inc.	+	(2)(3)(7)	Automotive	LIBOR	6.00%	8.88%	12/2/2025	34,339		34,115		33,641
U.S. TelePacific Holdings Corp.	+	(2)(3)(6)	Telecommunications	SOFR	1.00%, 7.25% PIK	11.32%	5/2/2026	6,957		6,944		2,783
USALCO, LLC	+	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	9.67%	10/19/2027	14,883		14,625		14,300
VRC Companies, LLC	^+	(2)(3)(7)	Business Services	LIBOR	5.50%	9.25%	6/29/2027	28,965		28,599		28,093
Welocalize, Inc.	^+	(2)(3)(7)	Business Services	LIBOR	4.75%	7.87%	12/23/2024	33,885		33,617		32,764
WRE Holding Corp.	^+	(2)(3)(6)(7)	Environmental Industries	SOFR	5.25%	8.79%	1/3/2025	8,428		8,426		8,268
Yellowstone Buyer Acquisition, LLC	+	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	8.80%	9/13/2027	39,600		38,921		37,976
























First Lien Debt Total										$	935,770	$	896,207




Equity Investments (—% of fair value)
DBI Holding, LLC	^		Transportation: Cargo					2,961		$	—	$	—
DBI Holding, LLC	^		Transportation: Cargo					13,996		5,364		—
Equity Investments Total										$	5,364	$	—
Total Investments										$	941,134	$	896,207

^ 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.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, 2022, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR, 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, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2022. As of September 30, 2022, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at 3.14%, the 90-day LIBOR at 3.75%, the 180-day LIBOR at 4.23%, the 30-day SOFR at 3.04%, and the 90-day SOFR at 3.59%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(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 ranges from 0.10% to 0.43%.

(7)As of September 30, 2022, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


First Lien Debt – unfunded delayed draw and revolving term loans commitments	Type	Unused Fee	Par/ Principal Amount		Fair Value
ACR Group Borrower, LLC	Revolver	0.38%	$	4,289	$	(94)
Analogic Corporation	Revolver	0.50	339		(9)
Chartis Holding, LLC	Revolver	0.50	2,183		(12)
Chemical Computing Group ULC (Canada)	Revolver	0.50	873		(14)
Diligent Corporation	Revolver	0.50	351		(11)
EPS Nass Parent, Inc.	Delayed Draw	0.50	1,488		(39)
EPS Nass Parent, Inc.	Revolver	1.00	1,380		(36)
EvolveIP, LLC	Revolver	0.50	2,757		(43)
GSM Acquisition Corp.	Delayed Draw	1.00	825		(36)
Heartland Home Services, Inc	Revolver	0.50	771		(6)
HMT Holding Inc.	Revolver	0.50	6,173		(312)
Jensen Hughes, Inc.	Revolver	0.50	2,000		(57)
K2 Insurance Services, LLC	Revolver	0.50	1,170		(4)
KBP Investments, LLC	Delayed Draw	1.00	2,598		(162)
QW Holding Corporation	Revolver	0.50	5,498		(98)
Turbo Buyer, Inc.	Revolver	0.50	933		(18)
VRC Companies, LLC	Revolver	0.50	708		(21)
Welocalize, Inc.	Revolver	0.50	3,375		(96)
Welocalize, Inc.	Revolver	0.50	2,250		(64)
WRE Holding Corp.	Revolver	0.50	849		(15)



Total unfunded commitments			$	40,810	$	(1,147)


Consolidated Schedule of Investments as of December 31, 2021
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)(6)	Aerospace & Defense	LIBOR	4.25%	5.50%	3/31/2028	$	34,477	$	33,913	$	34,477
Acrisure, LLC	+#	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	3.50%	3.78%	2/13/2027	25,376		25,353		25,203
Acrisure, LLC	+	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	4.25%	4.75%	2/13/2027	6,700		6,650		6,687
Analogic Corporation	^+	(2)(3)(6)	Capital Equipment	LIBOR	5.25%	6.25%	6/22/2024	19,796		19,781		19,587
Anchor Packaging, Inc.	+#	(2)(3)	Containers, Packaging & Glass	LIBOR	4.00%	4.10%	7/18/2026	24,472		24,385		24,215
API Technologies Corp.	+#	(2)(3)	Aerospace & Defense	LIBOR	4.25%	4.35%	5/9/2026	14,625		14,575		14,251
Aptean, Inc.	+#	(2)(3)	Software	LIBOR	4.25%	4.35%	4/23/2026	12,157		12,113		12,087
Avalign Technologies, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.50%	4.63%	12/22/2025	14,443		14,354		14,320
Avenu Holdings, LLC	+	(2)(3)	Sovereign & Public Finance	LIBOR	5.25%	6.25%	9/28/2024	23,350		23,350		23,350
BMS Holdings III Corp.	+	(2)(3)	Construction & Building	LIBOR	5.50%	6.50%	9/30/2026	11,244		11,143		11,071
Chartis Holding, LLC	+	(2)(3)(6)	Business Services	LIBOR	5.50%	6.50%	5/1/2025	6,964		6,964		6,964
Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)	Software	LIBOR	4.50%	5.50%	8/30/2024	13,912		13,480		13,845
Chudy Group, LLC	^+	(2)(3)(6)	Healthcare & Pharmaceuticals	LIBOR	5.75%	6.75%	6/30/2027	33,021		32,465		33,657
Diligent Corporation	^+	(2)(3)(6)	Telecommunications	LIBOR	6.25%	7.25%	8/4/2025	9,049		8,816		9,228
Divisions Holding Corporation	+#	(2)(3)	Business Services	LIBOR	4.75%	5.50%	5/27/2028	24,938		24,706		24,953
DTI Holdco, Inc.	+	(2)(3)	High Tech Industries	LIBOR	4.75%	5.75%	9/30/2023	18,495		18,442		18,237
Eliassen Group, LLC	+	(2)(3)	Business Services	LIBOR	4.50%	4.60%	11/5/2024	15,159		15,103		15,152
EPS Nass Parent, Inc.	^+	(2)(3)(6)	Utilities: Electric	LIBOR	5.75%	6.75%	4/19/2028	32,846		32,169		32,507
EvolveIP, LLC	^+	(2)(3)(6)	Telecommunications	LIBOR	5.50%	6.50%	6/7/2025	40,196		40,126		39,973
Exactech, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	4.75%	2/14/2025	21,307		21,221		21,073
Excel Fitness Holdings, Inc.	+#	(2)(3)	Hotel, Gaming & Leisure	LIBOR	5.25%	6.25%	10/7/2025	24,500		24,336		24,500
Frontline Technologies Holdings, LLC	+	(2)(3)	Software	LIBOR	5.25%	6.25%	9/18/2023	14,736		14,269		14,736
GSM Acquisition Corp.	^+	(2)(3)(6)	Hotel, Gaming & Leisure	LIBOR	5.00%	6.00%	11/16/2026	25,623		25,331		25,396
Heartland Home Services, Inc	+	(2)(3)(6)	Consumer Services	LIBOR	6.00%	7.00%	12/15/2026	17,664		17,664		17,735
HMT Holding Inc.	^+	(2)(3)(6)	Energy: Oil & Gas	LIBOR	5.75%	6.75%	11/17/2023	32,484		32,245		31,086
Integrity Marketing Acquisition, LLC	^+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	8/27/2025	32,853		32,309		32,403
Jensen Hughes, Inc.	+	(2)(3)(6)	Utilities: Electric	LIBOR	4.50%	5.50%	3/22/2024	34,392		34,347		33,395
K2 Insurance Services, LLC	+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	LIBOR	5.00%	6.00%	7/1/2026	12,929		12,929		12,906
KAMC Holdings, Inc.	+#	(2)(3)	Energy: Electricity	LIBOR	4.00%	4.18%	8/14/2026	13,685		13,638		11,450
KBP Investments, LLC	+	(2)(3)(6)	Beverage, Food & Tobacco	LIBOR	5.00%	5.75%	5/25/2027	36,973		36,599		36,570


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
Odyssey Logistics & Technology Corp.	+#	(2)(3)	Transportation: Cargo	LIBOR	4.00%	5.00%	10/12/2024	$	9,605	$	9,580	$	9,509
Output Services Group	^+	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.50%	5.50%	3/27/2024	19,222		19,194		16,467
Premise Health Holding Corp.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.50%	3.72%	7/10/2025	13,445		13,409		13,419
Q Holding Company	+#	(2)(3)	Automotive	LIBOR	5.00%	6.00%	12/31/2023	21,515		21,421		21,098
QW Holding Corporation	^+	(2)(3)(6)	Environmental Industries	LIBOR	6.25%	7.25%	8/31/2024	14,116		13,887		13,645
Radiology Partners, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.25%	4.36%	7/9/2025	27,686		27,603		27,245
RevSpring Inc.	+#	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.25%	4.47%	10/11/2025	29,149		29,001		29,067
Striper Buyer, LLC	+	(2)(3)	Containers, Packaging & Glass	LIBOR	5.50%	6.25%	12/30/2026	14,850		14,720		14,850
Turbo Buyer, Inc.	+	(2)(3)(6)	Automotive	LIBOR	6.00%	7.00%	12/2/2025	13,960		13,960		13,661
U.S. TelePacific Holdings Corp.	+	(2)(3)	Telecommunications	LIBOR	5.50%	6.50%	5/2/2023	6,660		6,643		4,995
USALCO, LLC	+	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	7.00%	10/19/2027	14,995		14,704		14,704
VRC Companies, LLC	^+	(2)(3)(6)	Business Services	LIBOR	5.50%	6.25%	6/29/2027	26,520		26,103		26,162
Welocalize, Inc.	+	(2)(3)(6)	Business Services	LIBOR	4.75%	5.75%	12/23/2024	34,201		33,868		33,444
WRE Holding Corp.	^+	(2)(3)(6)	Environmental Industries	SOFR	5.50%	6.50%	1/3/2025	8,740		8,724		8,584
Yellowstone Buyer Acquisition, LLC	+	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	6.75%	9/13/2027	39,900		39,135		39,095




















First Lien Debt Total										$	934,728	$	926,959



Equity Investments (0.0% of fair value)
DBI Holding, LLC	^		Transportation: Cargo					2,961		$	—	$	—
DBI Holding, LLC	^		Transportation: Cargo					13,996		5,364		—
Equity Investments Total										$	5,364	$	—
Total Investments										$	940,092	$	926,959

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into a revolving credit facility (the “Credit Fund Facility”). Accordingly, such assets are not available to creditors of Credit Fund Sub or Credit Fund Warehouse II.

# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into a revolving credit facility (the “Credit Fund Warehouse II Facility”). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund Sub.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, 2021, the geographical composition of investments as a percentage of fair value was 1.5% in Canada and 98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. As of December 31, 2021, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at 0.10%, the 90-day LIBOR at 0.22% and the 180-day LIBOR at 0.33%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(6)As of December 31, 2021, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


First Lien Debt—unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value
ACR Group Borrower, LLC	Revolver	0.38	%	$	7,350	$	—
Analogic Corporation	Revolver	0.50		847		(9)
Chartis Holding, LLC	Revolver	0.50		2,183		—
Chemical Computing Group ULC (Canada)	Revolver	0.50		873		(4)
Chudy Group, LLC	Delayed Draw	1.00		5,517		88
Chudy Group, LLC	Revolver	0.50		1,379		22
Diligent Corporation	Delayed Draw	1.00		1,653		26
Diligent Corporation	Revolver	0.50		703		11
EPS Nass Parent, Inc.	Delayed Draw	1.00		3,136		(29)
EPS Nass Parent, Inc.	Revolver	0.50		941		(9)
EvolveIP, LLC	Revolver	0.50		3,360		(17)
GSM Acquisition Corp.	Delayed Draw	1.00		4,313		(33)
Heartland Home Services, Inc	Revolver	0.50		746		3
HMT Holding Inc.	Revolver	0.50		6,173		(223)
Integrity Marketing Acquisition, LLC	Delayed Draw	—		7,000		(71)
Integrity Marketing Acquisition, LLC	Delayed Draw	1.00		4,453		(45)
Jensen Hughes, Inc.	Revolver	0.50		2,000		(55)
K2 Insurance Services, LLC	Revolver	0.50		1,170		(2)
KBP Investments, LLC	Delayed Draw	1.00		503		(5)
KBP Investments, LLC	Delayed Draw	1.00		2,415		(24)
QW Holding Corporation	Delayed Draw	1.00		9,338		(162)
QW Holding Corporation	Revolver	0.50		3,794		(66)
Turbo Buyer, Inc.	Revolver	0.50		933		(19)
VRC Companies, LLC	Delayed Draw	0.75		2,521		(30)
VRC Companies, LLC	Revolver	0.50		833		(10)
Welocalize, Inc.	Revolver	0.50		3,375		(64)
Welocalize, Inc.	Revolver	0.50		2,250		(43)
WRE Holding Corp.	Revolver	0.50		624		(10)



Total unfunded commitments				$	80,383	$	(780)

Debt

The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. As of September 30, 2022 and December 31, 2021, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended September 30, 2022 and 2021, and the outstanding balances under the credit facilities for the respective periods.


	Credit Fund Facility				Credit Fund Sub Facility				Credit Fund Warehouse II Facility
	2022		2021		2022		2021			2022		2021
Three Month Periods Ended September 30,
Outstanding Borrowing, beginning of period	$	—	$	—	$	532,621	$	515,121		$	—	$	82,163
Borrowings	—		—		51,000		167,500			—		44,250
Repayments	—		—		(12,000)		(52,000)			—		—
Outstanding Borrowing, end of period	$	—	$	—	$	571,621	$	630,621		$	—	$	126,413

Nine Month Periods Ended September 30,
Outstanding Borrowing, beginning of period	$	—	$	—	$	514,621	$	420,859		$	86,030	$	93,402
Borrowings	—		—		138,000		393,000			—		52,250
Repayments	—		—		(81,000)		(183,238)			(86,030)		(19,239)
Outstanding Borrowing, end of period	$	—	$	—	$	571,621	$	630,621		$	—	$	126,413

Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, March 20, 2020, February 22, 2021 and May 19, 2022, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is May 21, 2023. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.

Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019, March 11, 2020, May 3, 2021 and May 3, 2022. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, 2025. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of SOFR plus 2.35%.

Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the “Credit Fund Warehouse II Facility”) with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by 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 LIBOR plus 1.15%. Other amounts borrowed under the Credit Fund Warehouse II Facility bore interest at a rate of LIBOR plus 1.50%.

2019-2 Notes

•$233,000 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.50%;

•$48,000 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 2.40%;

•$23,000 of A2/A Class B Notes, which bore interest at the three-month LIBOR plus 3.45%;

•$27,000 of Baa2/BBB- Class C Notes which bore interest at the three-month LIBOR plus 4.55%; and

•$21,000 of Ba2/BB- Class D Notes which bore interest at the three-month LIBOR plus 8.03%.

The 2019-2 Notes were fully redeemed during the year ended December 31, 2021. As of the redemption date, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.

6. MIDDLE MARKET CREDIT FUND II, LLC

Overview

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.

Credit Fund II Senior Notes

On November 3, 2020 and as amended on December 29, 2021 and June 30, 2022, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders. The Credit Fund II Senior Notes provides for secured borrowings totaling $157,500 with two tranches, A-1 and A-2 outstanding. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund II Sub. The maturity date of the Credit Fund II Senior Notes Sub Facility is November 3, 2030. Amounts issued for the Class A-1 notes totaled $147,500 and bear interest at a rate of Term SOFR plus 2.85% (LIBOR plus 2.70% prior to the June 30, 2022 amendment), and amounts issued for the Class A-2 notes totaled $10,000 and bear interest at Term SOFR plus 3.35% (LIBOR plus 3.20% prior to the June 30, 2022 amendment). 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 ($50,000 prior to the June 30, 2022 amendment), and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of September 30, 2022 and December 31, 2021, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.

Selected Financial Data

Since inception of Credit Fund II and through September 30, ~~2021,~~2022, the Company and CCLF made capital contributions of $78,096 and $12,709 in members’ equity, respectively, to Credit Fund II. Below is certain summarized consolidated information for Credit Fund II as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


		As of					As of
		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021

ASSETS	ASSETS					ASSETS
Investments, at fair value (amortized cost of $243,412 and $245,312, respectively)		$	244,388	$	246,421
Cash, cash equivalents and restricted cash (1)		3,139		1,385
Investments, at fair value (amortized cost of $241,485 and $238,615, respectively)						Investments, at fair value (amortized cost of $241,485 and $238,615, respectively)	$	238,651	$	239,289
Cash and cash equivalents(1)						Cash and cash equivalents(1)	10,514		10,092
Other assets	Other assets	7,003		3,436		Other assets	4,125		5,606
Total assets	Total assets	$	254,530	$	251,242	Total assets	$	253,290	$	254,987
LIABILITIES AND MEMBERS’ EQUITY	LIABILITIES AND MEMBERS’ EQUITY					LIABILITIES AND MEMBERS’ EQUITY

Notes payable, net of unamortized debt issuance costs of $820 and $875, respectively		$	156,679	$	156,625
Notes payable, net of unamortized debt issuance costs of $746 and $802, respectively						Notes payable, net of unamortized debt issuance costs of $746 and $802, respectively	$	156,754	$	156,698
Other liabilities	Other liabilities	4,999		2,675		Other liabilities	7,350		5,557

Total members' equity (2)	Total members' equity (2)	92,852		91,942		Total members' equity (2)	89,186		92,732
Total liabilities and members’ equity	Total liabilities and members’ equity	$	254,530	$	251,242	Total liabilities and members’ equity	$	253,290	$	254,987

(1) As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, all of Credit Fund II's cash and cash equivalents was restricted.

(2) As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value of Company's ownership interest in the members' equity was ~~$78,143~~$74,997 and ~~$77,395,~~$77,958, respectively.


		For the three month period ended		For the nine month period ended		For the three month period ended		For the nine month period ended
		September 30, 2021			September 30, 2021			September 30, 2022	September 30, 2021		September 30, 2022	September 30, 2021
		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Selected Consolidated Statement of Operations Information:	Selected Consolidated Statement of Operations Information:						Selected Consolidated Statement of Operations Information:
Total investment income	Total investment income	$	4,838		14,205		Total investment income	5,183	$	4,838	14,263	$	14,205
Expenses	Expenses						Expenses
Interest and credit facility expenses	Interest and credit facility expenses	1,190			3,588		Interest and credit facility expenses	2,076	1,190		4,756	3,588
Other expenses	Other expenses	177			558		Other expenses	199	177		545	558
Total expenses	Total expenses	1,367			4,146		Total expenses	2,275	1,367		5,301	4,146
Net investment income (loss)	Net investment income (loss)	3,471			10,059		Net investment income (loss)	2,908	3,471		8,962	10,059
Net realized gain (loss) on investments		—			—

Net change in unrealized appreciation (depreciation) on investments	Net change in unrealized appreciation (depreciation) on investments	(850)			(138)		Net change in unrealized appreciation (depreciation) on investments	(908)	(850)		(3,508)	(138)
Net increase (decrease) resulting from operations	Net increase (decrease) resulting from operations	$	2,621		9,921		Net increase (decrease) resulting from operations	2,000	$	2,621	5,454	$	9,921

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 September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Senior secured loans (1)	Senior secured loans (1)	$	245,584		$	248,172		Senior secured loans (1)	$	244,688		$	240,878
Weighted average yields of senior secured loans based on amortized cost (2)	Weighted average yields of senior secured loans based on amortized cost (2)	7.32		%	7.32		%	Weighted average yields of senior secured loans based on amortized cost (2)	9.57		%	7.26		%
Weighted average yields of senior secured loans based on fair value (2)	Weighted average yields of senior secured loans based on fair value (2)	7.29		%	7.29		%	Weighted average yields of senior secured loans based on fair value (2)	9.68		%	7.24		%
Number of portfolio companies in Credit Fund II	Number of portfolio companies in Credit Fund II	36			44			Number of portfolio companies in Credit Fund II	34			36
Average amount per portfolio company (1)	Average amount per portfolio company (1)	$	6,822		$	5,640		Average amount per portfolio company (1)	$	7,197		$	6,691
Percentage of portfolio at floating interest rates (3) (4)	Percentage of portfolio at floating interest rates (3) (4)	97.8		%	99.1		%	Percentage of portfolio at floating interest rates (3) (4)	97.8		%	97.7		%
Percentage of portfolio at fixed interest rates (4)	Percentage of portfolio at fixed interest rates (4)	2.2		%	0.9		%	Percentage of portfolio at fixed interest rates (4)	2.2		%	2.3		%
Fair value of loans with PIK provisions	Fair value of loans with PIK provisions	$	17,440		$	8,856		Fair value of loans with PIK provisions	$	11,894		$	17,453
Percentage of portfolio with PIK provisions (4)	Percentage of portfolio with PIK provisions (4)	7.1		%	3.6		%	Percentage of portfolio with PIK provisions (4)	5.0		%	7.3		%

(1)At par/principal amount.

(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(3)Floating rate debt investments are generally subject to interest rate floors.

(4)Percentages based on fair value.

6364

Consolidated Schedule of Investments as of September 30, 2021
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mailgun Technologies, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 3/26/2025 $ 8,414 $ 8,304 $ 8,414
National Technical Systems, Inc. ^ (2)(3) Aerospace & Defense L + 5.50% 6.50% 6/12/2023 8,756 8,740 8,822
NMI AcquisitionCo, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 9/6/2023 8,731 8,693 8,600
Redwood Services Group, LLC ^ (2)(3) High Tech Industries L + 6.00% 7.00% 6/6/2023 8,760 8,744 8,760
Reladyne, Inc. ^ (2)(3) Wholesale L + 5.00% 6.00% 7/22/2024 6,451 6,423 6,356
Riveron Acquisition Holdings, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2025 8,194 8,088 8,194
RSC Acquisition, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2026 8,422 8,293 8,422
Smile Doctors, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2022 6,460 6,459 6,460
Superior Health Linens, LLC ^ (2)(3) Business Services L + 6.50% 7.50% 12/31/2021 6,924 6,924 6,924
T2 Systems, Inc. ^ (2)(3) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 8,731 8,681 8,731
TCFI Aevex LLC ^ (2)(3) Aerospace & Defense L + 6.00% 7.00% 3/18/2026 1,705 1,679 1,539
Turbo Buyer, Inc. ^ (2)(3) Automotive L + 5.75% 6.75% 12/2/2025 8,113 7,962 7,950
US INFRA SVCS Buyer, LLC ^ (2)(3) Environmental Industries L + 6.50% 7.50% 4/13/2026 3,275 3,223 3,208
Zemax Software Holdings, LLC ^ (2)(3) Software L + 5.75% 6.75% 6/25/2024 4,353 4,324 4,353
Zenith Merger Sub, Inc. ^ (2)(3) Business Services L + 5.25% 6.25% 12/13/2023 7,386 7,361 7,386
First Lien Debt Total $ 217,536 $ 217,958
Second Lien Debt (10.8% of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3) Aerospace & Defense L + 8.25% 9.25% 1/17/2028 $ 5,514 $ 5,410 $ 5,720
AQA Acquisition Holdings, Inc. ^ (2)(3) High Tech Industries L + 7.50% 8.00% 3/3/2029 5,000 4,878 4,934
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.09% 4/2/2027 4,852 4,779 4,852
Tank Holding Corp. ^ (2)(3) Capital Equipment L + 8.25% 8.45% 3/26/2027 5,514 5,444 5,569
World 50, Inc. ^ (6) Business Services 11.50% 11.50% 1/9/2027 5,465 5,365 5,355
Second Lien Debt Total $ 25,876 $ 26,430
Total Investments $ 243,412 $ 244,388


Consolidated Schedule of Investments as of September 30, 2022
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 (89.5% of fair value)
Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.00%	8.58%	12/19/2025	$	9,870	$	9,858	$	9,833
Alpine Acquisition Corp II	^	(2)(3)(7)	Transportation: Cargo	SOFR	5.50%	8.42%	11/30/2026	3,300		3,190		3,181
American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.75%, 3.50% PIK	13.39%	10/21/2022	8,968		8,968		8,939
Appriss Health, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	7.25%	9.93%	5/6/2027	7,512		7,379		7,338
Apptio, Inc.	^	(2)(3)	Software	LIBOR	6.00%	8.46%	1/10/2025	5,357		5,309		5,357
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	LIBOR	6.00%	8.78%	12/24/2026	4,322		4,250		4,065
BMS Holdings III Corp.	^	(2)(3)	Construction & Building	LIBOR	5.50%	9.17%	9/30/2026	3,250		3,199		3,204
Chartis Holding, LLC	^	(2)(3)	Business Services	LIBOR	5.25%	6.38%	5/1/2025	9,848		9,835		9,796
Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.75%	9.39%	6/18/2024	8,642		8,588		8,269
Cority Software Inc. (Canada)	^	(2)(3)	Software	SOFR	5.50%	7.78%	7/2/2026	8,646		8,543		8,569
Dwyer Instruments, Inc.	^	(2)(3)	Capital Equipment	LIBOR	6.00%	9.38%	7/21/2027	9,939		9,885		9,797
EvolveIP, LLC	^	(2)(3)(7)	Telecommunications	SOFR	5.50%	9.20%	6/7/2025	8,643		8,639		8,508
Harbour Benefit Holdings, Inc.	^	(2)(3)	Business Services	LIBOR	5.25%	8.79%	12/13/2024	9,926		9,903		9,891
Hoosier Intermediate, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	5.50%	8.56%	11/15/2028	6,463		6,270		6,135
Integrity Marketing Acquisition, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.75%	8.85%	8/27/2025	4,883		4,718		4,655
Integrity Marketing Acquisition, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.50%	8.00%	8/27/2025	4,546		4,366		4,321
K2 Insurance Services, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.00%	8.63%	7/1/2026	8,944		8,850		8,911
Material Holdings, LLC	^	(2)(3)	Business Services	SOFR	6.00%	9.64%	8/19/2027	7,920		7,846		7,561
Maverick Acquisition, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	6.25%	9.92%	6/1/2027	7,920		7,774		7,069
NMI AcquisitionCo, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.75%	8.87%	9/6/2025	8,640		8,640		8,435
PF Atlantic Holdco 2, LLC	^	(2)(3)	Leisure Products & Services	LIBOR	5.50%	8.77%	11/12/2027	9,975		9,669		9,802
QW Holding Corporation	^	(2)(3)	Environmental Industries	LIBOR	5.50%	8.05%	8/31/2026	9,973		9,825		9,796
Riveron Acquisition Holdings, Inc.	^	(2)(3)	Diversified Financial Services	LIBOR	5.75%	9.42%	5/22/2025	8,111		8,032		8,111
RSC Acquisition, Inc.	^	(2)(3)(7)	Diversified Financial Services	SOFR	5.50%	8.38%	11/1/2026	8,337		8,231		7,983
TCFI Aevex LLC	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	8.69%	3/18/2026	1,688		1,667		1,407
Turbo Buyer, Inc.	^	(2)(3)	Automotive	LIBOR	6.00%	8.88%	12/2/2025	8,029		7,913		7,870
U.S. Legal Support, Inc.	^	(2)(3)(7)	Business Services	SOFR	5.75%	9.29%	11/30/2024	6,186		6,178		6,082
US INFRA SVCS Buyer, LLC	^	(2)(3)	Environmental Industries	LIBOR	6.50%, 0.25% PIK	8.78%	4/13/2026	3,111		3,071		2,955
Westfall Technik, Inc.	^	(2)(3)	Chemicals, Plastics & Rubber	SOFR	6.25%	9.80%	9/13/2024	6,433		6,374		6,304


Consolidated Schedule of Investments as of September 30, 2022
Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
Wineshipping.com LLC	^	(2)(3)	Beverage & Food	LIBOR	5.75%	7.63%	10/29/2027	$	9,975	$	9,618	$	9,483


















First Lien Debt Total										$	216,588	$	213,627
Second Lien Debt (10.5% of fair value)
AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)	Aerospace & Defense	LIBOR	8.25%	9.80%	1/17/2028	$	5,514	$	5,422	$	5,734
AP Plastics Acquisition Holdings, LLC	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	7.50%	10.49%	8/10/2029	4,500		4,417		4,406
AQA Acquisition Holdings, Inc.	^	(2)(3)	High Tech Industries	LIBOR	7.50%	10.57%	3/3/2029	5,000		4,890		4,843
Quartz Holding Company	^	(2)(3)	Software	LIBOR	8.00%	11.12%	4/2/2027	4,852		4,789		4,821
World 50, Inc.	^	(6)	Business Services	FIXED	11.50%	11.50%	1/9/2027	5,465		5,379		5,220





Second Lien Debt Total										$	24,897	$	25,024
Total Investments										$	241,485	$	238,651

^ 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 September 30, 2022, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.7% in Luxembourg, 2.4% in the United Kingdom and 92.3% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR, 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, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2022. As of September 30, 2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 3.14%, the 90-day LIBOR at 3.75%, the 180-day LIBOR at 4.23%, the 30-day SOFR at 3.04%, and the 90-day SOFR at 3.59%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(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 ranges from 0.10% to 0.25%.


Consolidated Schedule of Investments as of December 31, 2021
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 (87.0% of fair value)
Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.00%	6.00%	12/19/2025	$	9,946	$	9,930	$	9,946
American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.75%, 1.50% PIK	9.25%	2/21/2022	8,415		8,415		8,415
Appriss Health, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	7.25%	8.25%	5/6/2027	1,197		1,178		1,198
Apptio, Inc.	^	(2)(3)	Software	LIBOR	7.25%	8.25%	1/10/2025	5,357		5,295		5,357
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	LIBOR	6.00%	7.00%	12/24/2026	4,355		4,273		3,924
Avenu Holdings, LLC	^	(2)(3)	Sovereign & Public Finance	LIBOR	5.25%	6.25%	9/28/2024	987		980		987
BMS Holdings III Corp.	^	(2)(3)	Construction & Building	LIBOR	5.50%	6.50%	9/30/2026	3,275		3,216		3,224
Captive Resources Midco, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	5/31/2027	8,193		8,108		8,147
Chartis Holding, LLC	^	(2)(3)	Business Services	LIBOR	5.50%	6.50%	5/1/2025	9,924		9,907		9,924
Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.75%	6.75%	6/18/2024	8,710		8,632		8,536
Cority Software Inc. (Canada)	^	(2)(3)	Software	LIBOR	5.00%	6.00%	7/2/2026	8,712		8,591		8,707
Dwyer Instruments, Inc	^	(2)(3)	Capital Equipment	LIBOR	5.50%	6.25%	7/21/2027	10,000		9,939		9,974
Ethos Veterinary Health LLC	^	(2)(3)	Consumer Services	LIBOR	4.75%	4.85%	5/15/2026	8,134		8,080		8,134
EvolveIP, LLC	^	(2)(3)	Telecommunications	LIBOR	5.50%	6.50%	6/7/2025	8,710		8,701		8,666
Harbour Benefit Holdings, Inc.	^	(2)(3)	Business Services	LIBOR	5.25%	6.25%	12/13/2024	4,717		4,707		4,669
K2 Insurance Services, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.00%	6.00%	7/1/2026	9,012		8,914		8,998
Kaseya, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.50%, 1.00% PIK	7.50%	5/3/2025	9,092		8,987		9,038
Material Holdings, LLC	^	(2)(3)	Business Services	LIBOR	5.75%	6.50%	8/19/2027	7,980		7,896		7,891
Maverick Acquisition, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	7.00%	6/1/2027	7,980		7,814		7,808
National Technical Systems, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	5.50%	6.50%	6/12/2023	8,733		8,720		8,733
NMI AcquisitionCo, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.75%	6.50%	9/6/2025	8,708		8,680		8,601
Redwood Services Group, LLC	^	(2)(3)	High Tech Industries	LIBOR	6.00%	7.00%	6/6/2024	8,736		8,724		8,737
Riveron Acquisition Holdings, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.75%	6.75%	5/22/2025	8,173		8,074		8,173
RSC Acquisition, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	11/1/2026	8,401		8,277		8,434
Superior Health Linens, LLC	^	(2)(3)	Business Services	LIBOR	6.50%	7.50%	3/31/2022	6,875		6,875		6,875
TCFI Aevex LLC	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	7.00%	3/18/2026	1,701		1,676		1,458
Turbo Buyer, Inc.	^	(2)(3)	Automotive	LIBOR	6.00%	7.00%	12/2/2025	8,091		7,950		7,929
US INFRA SVCS Buyer, LLC	^	(2)(3)	Environmental Industries	LIBOR	6.50%	7.50%	4/13/2026	3,267		3,217		3,189


Consolidated Schedule of Investments as of December 31, 2021
Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
USLS Acquisition, Inc.	^	(2)(3)	Business Services	LIBOR	5.50%	6.50%	11/30/2024	$	6,234	$	6,223	$	6,165
Westfall Technik, Inc.	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	5.75%	6.75%	9/13/2024	6,418		6,337		6,359


















First Lien Debt Total										$	208,316	$	208,196
Second Lien Debt (13.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)	Aerospace & Defense	LIBOR	8.25%	9.25%	1/17/2028	$	5,514	$	5,413	$	5,720
AP Plastics Acquisition Holdings, LLC	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	7.50%	8.25%	8/10/2029	4,500		4,410		4,526
AQA Acquisition Holdings, Inc.	^	(2)(3)	High Tech Industries	LIBOR	7.50%	8.00%	3/3/2029	5,000		4,881		5,004
Quartz Holding Company	^	(2)(3)	Software	LIBOR	8.00%	8.10%	4/2/2027	4,852		4,781		4,852
Tank Holding Corp.	^	(2)(3)	Capital Equipment	LIBOR	8.25%	8.35%	3/26/2027	5,514		5,446		5,569
World 50, Inc.	^	(6)	Business Services	FIXED	11.50%	11.50%	1/9/2027	5,465		5,368		5,422




Second Lien Debt Total										$	30,299	$	31,093
Total Investments										$	238,615	$	239,289

(1) Unless otherwise indicated, issuers of investments held by Credit Fund II are domiciled in the United States. As of ~~September 30,~~December 31, 2021, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, ~~2.3%~~2.4% in the United Kingdom and ~~92.5%~~92.4% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2021. As of September 30, 2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at 0.08%, the 90-day LIBOR at 0.13% and the 180-day LIBOR at 0.16%.

~~(3)Loan includes interest rate floor feature, which is generally 1.00%.~~

~~(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~~.

Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
First Lien Debt (90.10% of fair value)
Airnov, Inc. ^ (2)(3) Containers, Packaging & Glass L + 5.25% 6.25% 12/19/2025 $ 1,500 $ 1,481 $ 1,501
Alpine SG, LLC ^ (2)(3) High Tech Industries L + 5.75% 6.75% 11/16/2022 4,411 4,390 4,378
American Physician Partners, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.75% 7.75% 12/21/2021 8,725 8,679 8,265
AMS Group HoldCo, LLC ^ (2)(3) Transportation: Cargo L + 6.50% 7.50% 9/29/2023 8,182 8,096 8,079
Apptio, Inc. ^ (2)(3) Software L + 7.25% 8.25% 1/10/2025 5,357 5,278 5,437
Aurora Lux FinCo S.Á.R.L. (Luxembourg) ^ (2)(3) Software L + 5.75% 6.75% 12/24/2026 4,400 4,303 4,018
Avenu Holdings, LLC ^ (2)(3) Sovereign & Public Finance L + 5.25% 6.25% 9/28/2024 997 987 997
BMS Holdings III Corp. ^ (2)(3) Construction & Building L + 5.25% 6.25% 9/30/2026 3,308 3,239 3,270
Captive Resources Midco, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/31/2025 8,406 8,297 8,463
Chartis Holding, LLC ^ (2)(3) Business Services L + 5.50% 6.50% 5/1/2025 1,496 1,474 1,497
Comar Holding Company, LLC ^ (2)(3) Containers, Packaging & Glass L + 5.50% 6.50% 6/18/2024 8,799 8,692 8,832
Cority Software Inc. (Canada) ^ (2)(3) Software L + 5.25% 6.25% 7/2/2026 8,800 8,655 8,862
Ensono, LP ^ (2)(3) Telecommunications L + 5.25% 5.40% 6/27/2025 6,292 6,246 6,245
Ethos Veterinary Health LLC ^ (2)(3) Consumer Services L + 4.75% 4.90% 5/15/2026 8,182 8,117 8,070
EvolveIP, LLC ^ (2)(3) Telecommunications L + 5.75% 6.75% 6/7/2023 8,799 8,784 8,790
Innovative Business Services, LLC ^ (2)(3) High Tech Industries L + 5.50% 6.50% 4/5/2023 2,200 2,162 2,159
K2 Insurance Services, LLC ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.00% 6.00% 7/1/2024 6,927 6,827 6,928
Kaseya, Inc. ^ (2)(3) High Tech Industries L + 4.00%, 3.00% PIK 8.00% 5/2/2025 8,822 8,688 8,856
Mailgun Technologies, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 3/26/2025 8,478 8,347 8,330
National Technical Systems, Inc. ^ (2)(3) Aerospace & Defense L + 5.50% 6.50% 6/12/2023 8,800 8,778 8,733
NMI AcquisitionCo, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 9/6/2022 8,799 8,732 8,711
Paramit Corporation ^ (2)(3) Capital Equipment L + 4.50% 5.50% 5/3/2025 1,000 992 980
PPC Flexible Packaging, LLC ^ (2)(3) Containers, Packaging & Glass L + 6.00% 7.00% 11/23/2024 4,400 4,358 4,386
Redwood Services Group, LLC ^ (2)(3) High Tech Industries L + 6.00% 7.00% 6/6/2023 3,300 3,279 3,291
Reladyne, Inc. ^ (2)(3) Wholesale L + 5.00% 6.00% 7/22/2022 6,484 6,431 6,514
Riveron Acquisition Holdings, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2025 8,257 8,131 8,312
RSC Acquisition, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2026 8,487 8,341 8,572
Smile Doctors, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2022 6,509 6,507 6,379
Sovos Brands Intermediate, Inc. ^ (2)(3) Beverage, Food & Tobacco L + 4.75% 4.96% 11/20/2025 2,200 2,182 2,181
Superior Health Linens, LLC ^ (2)(3) Business Services L + 6.50% 7.50% 9/30/2021 7,199 7,178 7,162
T2 Systems, Inc. ^ (2)(3) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 8,799 8,713 8,799
TCFI Aevex LLC ^ (2)(3) Aerospace & Defense L + 6.00% 7.00% 3/18/2026 1,718 1,688 1,712
TSB Purchaser, Inc. ^ (2)(3) Media: Advertising, Printing & Publishing L + 6.00% 7.00% 5/14/2024 8,799 8,663 8,729
Turbo Buyer, Inc. ^ (2)(3) Automotive L + 5.25% 6.25% 12/2/2025 8,174 8,001 8,249

Consolidated Schedule of Investments as of December 31, 2020
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
US INFRA SVCS Buyer, LLC ^ (2)(3) Environmental Industries L + 6.00% 7.00% 4/13/2026 $ 3,300 $ 3,240 $ 3,292
VRC Companies, LLC ^ (2)(3) Business Services L + 6.50% 7.50% 3/31/2023 4,311 4,271 4,311
Zemax Software Holdings, LLC ^ (2)(3) Software L + 5.75% 6.75% 6/25/2024 4,400 4,363 4,294
Zenith Merger Sub, Inc. ^ (2)(3) Business Services L + 5.25% 6.25% 12/13/2023 4,399 4,370 4,367
First Lien Debt Total $ 220,960 $ 221,951
Second Lien Debt (9.90% of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3) Aerospace & Defense L + 8.25% 9.25% 1/17/2028 $ 5,514 $ 5,401 $ 5,676
AQA Acquisition Holding, Inc. ^ (2)(3) High Tech Industries L + 8.00% 9.00% 5/24/2024 1,000 993 1,000
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.15% 4/2/2027 4,852 4,771 4,815
Tank Holding Corp. ^ (2)(3) Capital Equipment L + 8.25% 8.40% 3/26/2027 5,514 5,436 5,394
Ultimate Baked Goods MIDCO, LLC ^ (2)(3) Beverage, Food & Tobacco L + 8.00% 9.00% 8/9/2026 5,514 5,428 5,257
World 50, Inc. (6) Business Services 11.50% 11.50% 1/9/2027 2,365 2,323 2,328
Second Lien Debt Total $ 24,352 $ 24,470
Total Investments $ 245,312 $ 246,421

(1) Unless otherwise indicated, issuers of investments held by Credit Fund II are domiciled in the United States. As of December 31, 2020, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, 2.3% in the United Kingdom and 92.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

~~(2)~~Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, ~~2020.~~2021. As of December 31, ~~2020,~~2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at ~~0.15%~~0.10%, the 90-day LIBOR at ~~0.25%~~0.22% and the 180-day LIBOR at ~~0.26%~~0.33%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio ~~company~~.company.

7. BORROWINGS

The Company is party to the ~~Credit Facility and, until its termination on December 11, 2020, the SPV was party to the SPV~~ Credit Facility as described below. In accordance with the Investment Company Act, the Company is currently only allowed to borrow amounts such that its asset coverage, as defined in the Investment Company Act, is at least 150% after such borrowing. For the purposes of the asset coverage ratio under the Investment Company Act, the Preferred Stock, as defined in Note 1, is considered a senior security and is included in the denominator of the calculation. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, asset coverage was ~~180.23%~~179.56% and ~~182.09%~~181.94%, respectively.

Below is a summary of the borrowings and repayments under the ~~Facilities~~Credit Facility for the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, and the outstanding balances under the Facilities for the respective periods.


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Outstanding Borrowing, beginning of period	Outstanding Borrowing, beginning of period	$	365,060	$	474,386	$	347,949	$	616,543	Outstanding Borrowing, beginning of period	$	443,395	$	365,060	$	407,655	$	347,949
Borrowings	Borrowings	157,552		36,500		337,031		293,792		Borrowings	111,011		157,552		313,511		337,031
Repayments	Repayments	(95,000)		—		(257,500)		(397,484)		Repayments	(125,000)		(95,000)		(284,746)		(257,500)
Foreign currency translation	Foreign currency translation	(2,067)		2,446		(1,935)		481		Foreign currency translation	(5,447)		(2,067)		(12,461)		(1,935)
Outstanding Borrowing, end of period	Outstanding Borrowing, end of period	$	425,545	$	513,332	$	425,545	$	513,332	Outstanding Borrowing, end of period	$	423,959	$	425,545	$	423,959	$	425,545

~~SPV Credit Facility~~

The SPV closed on the SPV Credit Facility on May 24, 2013, which was subsequently amended on June 30, 2014, June 19, 2015, June 9, 2016, May 26, 2017 and August 9, 2018. On December 11, 2020, the SPV repaid all outstanding amounts under the SPV Credit Facility and the facility was terminated. The SPV Credit Facility provided for secured borrowings during the applicable revolving period up to an amount equal to the lesser of $275,000, subject to restrictions imposed on borrowings under the Investment Company Act and certain restrictions and conditions set forth in the SPV Credit Facility, including adequate collateral to support such borrowings. The SPV Credit Facility had a revolving period through May 21, 2021 and a maturity date of May 23, 2023. Borrowings under the SPV Credit Facility bore interest initially at the applicable commercial paper rate (if the lender is a conduit lender) or LIBOR (or, if applicable, a rate based on the prime rate or federal funds rate) plus 2.00% per year. The SPV was also required to pay an undrawn commitment fee of between 0.50% and 0.75% per year depending on the drawings under the SPV Credit Facility. Payments under the SPV Credit Facility were made quarterly. The lenders had a first lien security interest on substantially all of the assets of the SPV.

Credit Facility

The Company closed on the Credit Facility on March 21, 2014, which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, June 14, 2019, ~~and~~November 8, 2019, October 28, ~~2020.~~2020, October 11, 2021 and May 25, 2022. The maximum principal amount of the Credit Facility is $688,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased to $900,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either (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. Prior to the May 25, 2022 amendment, amounts drawn under the Credit Facility bore interest at either LIBOR plus an applicable spread of 2.25%, or an ~~“alternative~~alternative base ~~rate”~~rate (which iswas the highest of a prime rate, the federal funds effective rate plus 0.50%, or one month LIBOR plus 1.00%) plus an applicable spread of 1.25%. The Company may elect either the ~~LIBOR~~term benchmark rate or the ~~“alternative base rate”~~Alternative Base Rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375% on undrawn amounts under the Credit Facility and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then-applicable margin under the Credit Facility while the letter of credit is outstanding. The availability period under the Credit Facility will terminate on ~~October~~May 25, 2026 (October 28, 2024 prior to the May 25, 2022 amendment) and the Credit Facility will mature on ~~October~~May 25, 2027 (October 28, ~~2025.~~2025 prior to the May 25, 2022 amendment). During the period from ~~October 29, 2024~~May 25, 2026 to ~~October 28, 2025,~~May 25, 2027, 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 September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company was in compliance with all covenants and other requirements of ~~its credit facility agreements.~~

the Credit Facility.

Summary of ~~Borrowings~~the Credit Facility

The Credit Facility consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021									September 30, 2022
		Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)			Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

Credit Facility	Credit Facility	$	688,000	$	425,545	$	262,455	$	261,252	Credit Facility	$	688,000	$	423,959	$	264,041	$	265,350
Total	Total	$	688,000	$	425,545	$	262,455	$	261,252	Total	$	688,000	$	423,959	$	264,041	$	265,350

		December 31, 2020									December 31, 2021
		Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)			Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

Credit Facility	Credit Facility	$	688,000	$	347,949	$	340,051	$	207,365	Credit Facility	$	688,000	$	407,655	$	280,345	$	280,706
Total	Total	$	688,000	$	347,949	$	340,051	$	207,365	Total	$	688,000	$	407,655	$	280,345	$	280,706

(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 three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the components of interest expense and credit facility fees were as follows:


		For the three month periods ended						For the nine month periods ended							For the three month periods ended						For the nine month periods ended
		September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020				September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Interest expense	Interest expense	$	2,638		$	2,985		$	6,809		$	13,564		Interest expense	$	4,292		$	2,638		$	9,395		$	6,809
Facility unused commitment fee	Facility unused commitment fee	243			542			885			1,269			Facility unused commitment fee	175			243			805			885
Amortization of deferred financing costs	Amortization of deferred financing costs	192			159			574			754			Amortization of deferred financing costs	271			192			746			574
Other fees		—			27			—			83

Total interest expense and credit facility fees	Total interest expense and credit facility fees	$	3,073		$	3,713		$	8,268		$	15,670		Total interest expense and credit facility fees	$	4,738		$	3,073		$	10,946		$	8,268
Cash paid for interest expense	Cash paid for interest expense	$	2,730		$	3,287		$	7,094		$	14,959		Cash paid for interest expense	$	2,242		$	2,730		$	7,717		$	7,094

Average principal debt outstanding	Average principal debt outstanding	$	432,039		$	495,469		$	376,421		$	584,032		Average principal debt outstanding	$	423,487		$	432,039		$	385,509		$	376,421
Weighted average interest rate	Weighted average interest rate	2.39		%	2.36		%	2.39		%	3.05		%	Weighted average interest rate	3.97		%	2.39		%	3.21		%	2.39		%

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the components of interest and credit facilities payable were as follows:


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Interest expense payable	Interest expense payable	$	790		$	119		Interest expense payable	$	875		$	264
Unused commitment fees payable	Unused commitment fees payable	55			4			Unused commitment fees payable	—			3
Other credit facility fees payable	Other credit facility fees payable	—			14			Other credit facility fees payable	25			—
Interest and credit facilities payable	Interest and credit facilities payable	$	845		$	137		Interest and credit facilities payable	$	900		$	267

Weighted average interest rate (based on floating LIBOR rates)		2.36		%	2.59		%
Weighted average interest rate (based on floating benchmark rates)								Weighted average interest rate (based on floating benchmark rates)	4.28		%	2.39		%

8. NOTES PAYABLE

Senior Notes

On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024. Interest is payable quarterly, beginning March 31, 2020. On December 11, 2020, the Company issued an additional $75.0 million aggregate principal amount of senior unsecured notes due

December 31, 2024. The 2020 Notes bear interest at an interest rate of 4.500% and the interest is payable quarterly, beginning December 31, 2020.

The interest rate on the Senior Notes is subject to increase (up to an additional 1.00% over the stated rate of such notes) in the event that, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Company is obligated to offer to repay the notes at par if certain change in control events occur. The Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. Interest expense on the Senior Notes for the three month periods ended September 30, 2022 and 2021 was $2,210 and ~~2020 was~~ $2,209, ~~and $1,366,~~ respectively. Interest expense on the Senior Notes for the nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 was $6,628 and ~~$4,082,~~$6,628, respectively.

The note purchase agreement, as supplemented by the first supplement, for the Senior Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act and a regulated investment company under the Code, minimum asset coverage ratio and interest coverage ratio, and prohibitions on certain fundamental changes at the Company or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, material breach of representation or warranty under the note purchase agreement, cross-acceleration under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy. As of September 30, ~~2021,~~2022, the Company was in compliance with these terms and conditions.

2015-1R Notes

On June 26, 2015, the Company completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by the 2015-1 Issuer, a wholly-owned and consolidated subsidiary of the Company. The 2015-1 Debt Securitization was executed through a private placement of the 2015-1 Notes, consisting of:

•$160,000 of Aaa/AAA Class A-1A Notes;

•$40,000 of Aaa/AAA Class A-1B Notes;

•$27,000 of Aaa/AAA Class A-1C Notes; and

•$46,000 of Aa2 Class A-2 Notes.

The 2015-1 Notes were issued at par and were scheduled to mature on July 15, 2027. The Company received 100% of the preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization in exchange for the Company’s contribution to the 2015-1 Issuer of the initial closing date loan portfolio. The 2015-1 Issuer Preferred Interests do not bear interest and had a nominal value of $125,900 at closing. In connection with the contribution, the Company made customary representations, warranties and covenants to the 2015-1 Issuer in the purchase agreement. The Class A-1A, Class A-1B and Class A-1C and Class A-2 Notes are included in these consolidated financial statements. The 2015-1 Issuer Preferred Interests were eliminated in consolidation.

On the closing date of the 2015-1 Debt Securitization, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1 Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility (which terminated on December 11, 2020) and the Credit Facility. As part of the 2015-1 Debt Securitization, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement.

On August 30, 2018, the Company and the 2015-1 Issuer closed the 2015-1 Debt Securitization Refinancing. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:

(a) refinanced the issued Class A-1A Notes by redeeming in full the Class A-1A Notes and issuing new AAA Class A-1-1-R Notes in an aggregate principal amount of $234,800 which bear interest at the three-month LIBOR plus 1.55%;

(b) refinanced the issued Class A-1B Notes by redeeming in full the Class A-1B Notes and issuing new AAA Class A-1-2-R Notes in an aggregate principal amount of $50,000 which bear interest at the three-month LIBOR plus 1.48% for the first 24 months and the three-month LIBOR plus 1.78% thereafter;

(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;

(d) refinanced the issued Class A-2 Notes by redeeming in full the Class A-2 Notes and issuing new Class A-2-R Notes in an aggregate principal amount of $66,000 which bear interest at the three-month LIBOR plus 2.20%;

(e) issued new single-A Class B Notes and BBB- Class C Notes in aggregate principal amounts of $46,400 and $27,000, respectively, which bear interest at the three-month LIBOR plus 3.15% and the three-month LIBOR plus 4.00%, respectively;

(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and

(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively.

Following the 2015-1 Debt Securitization Refinancing, the Company retained the 2015-1 Issuer Preferred Interests. The 2015-1R Notes in the 2015-1 Debt Securitization Refinancing were issued by the 2015-1 Issuer and are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.

On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer effected a one-time distribution to the Company of a substantial portion of the proceeds of the private placement of the 2015-1R Notes, net of expenses, which distribution was used to repay a portion of certain amounts outstanding under the SPV Credit Facility and the Credit Facility. As part of the 2015-1 Debt Securitization Refinancing, certain first and second lien senior secured loans were distributed by the SPV to the Company pursuant to a distribution and contribution agreement. The Company contributed the loans that comprised the initial closing date loan portfolio (including the loans distributed to the Company from the SPV) to the 2015-1 Issuer

pursuant to a contribution agreement. Future loan transfers from the Company to the 2015-1 Issuer will be made pursuant to a sale agreement and are subject to the approval of the Company’s Board of Directors. Assets of the 2015-1 Issuer are not available to the creditors of the SPV or the Company. In connection with the issuance and sale of the 2015-1R Notes, the Company made customary representations, warranties and covenants in the purchase agreement.

During the reinvestment period, pursuant to the indenture governing the 2015-1R Notes, all principal collections received on the underlying collateral may be used by the 2015-1 Issuer to purchase new collateral under the direction of Investment Adviser in its capacity as collateral manager of the 2015-1 Issuer and in accordance with the Company’s investment strategy.

The Investment Adviser serves as collateral manager to the 2015-1 Issuer under a collateral management agreement (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement, the 2015-1 Issuer pays management fees (comprised of base management fees, subordinated management fees and incentive management fees) to the Investment Adviser for rendering collateral management services. As per the Collateral Management Agreement, for the period the Company retains all of the 2015-1 Issuer Preferred Interests, the Investment Adviser does not earn management fees for providing such collateral management services. The Company currently retains all of the 2015-1 Issuer Preferred Interests, thus the Investment Adviser did not earn any management fees from the 2015-1 Issuer for the three and nine month periods ended September 30, ~~2021~~2022 and ~~2020.~~2021. 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 September 30, ~~2021,~~2022, the Company was in compliance with its undertaking.

The 2015-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2015-1 Issuer.

As of September 30, ~~2021,~~2022, the 2015-1R Notes were secured by 6267 first lien and second lien senior secured loans with a total fair value of approximately ~~$523,848~~$550,981 and cash of ~~$21,787.~~$29,643. The pool of loans in the securitization must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2015-1R Notes.

For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the effective annualized weighted average interest rates, which include amortization of debt issuance costs on the 2015-1R Notes, were ~~2.33%~~3.27% and ~~2.56%~~2.33%, respectively, based on floating LIBOR rates. As of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 the weighted average interest rates were ~~2.27%~~4.52% and ~~2.42%~~2.27% respectively, based on floating LIBOR rates.

For the for the three and nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the components of interest expense on the 2015-1R Notes were as follows:


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Interest expense	Interest expense	$	2,609	$	2,878	$	7,926	$	11,081	Interest expense	$	4,927	$	2,609	$	10,964	$	7,926
Amortization of deferred financing costs	Amortization of deferred financing costs	63		62		186		185		Amortization of deferred financing costs	62		63		185		186
Total interest expense and credit facility fees	Total interest expense and credit facility fees	$	2,672	$	2,940	$	8,112	$	11,266	Total interest expense and credit facility fees	$	4,989	$	2,672	$	11,149	$	8,112
Cash paid for interest expense	Cash paid for interest expense	$	2,637	$	3,708	$	8,028	$	12,667	Cash paid for interest expense	$	5,293	$	2,637	$	10,558	$	8,028

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, $4,340 and $2,200, ~~and $2,302,~~ respectively, of interest expense was included in interest and credit facility fees payable.

9. ~~COMMMITMENTS~~COMMITMENTS AND CONTINGENCIES

A summary of significant contractual payment obligations was as follows as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


Payment Due by Period	Payment Due by Period	September 30, 2021		December 31, 2020		Payment Due by Period	September 30, 2022		December 31, 2021
Less than one year	Less than one year	$	—	$	—	Less than one year	$	—	$	—
1-3 years	1-3 years	—		—		1-3 years	190,000		190,000
3-5 years	3-5 years	615,545		537,949		3-5 years	423,959		407,655
More than 5 years	More than 5 years	449,200		449,200		More than 5 years	449,200		449,200
Total	Total	$	1,064,745	$	987,149	Total	$	1,063,159	$	1,046,855

In the ordinary course of its business, the Company enters into contracts or agreements that contain indemnification or warranties. Future events could occur that lead to the execution of these provisions against the Company. The Company believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 for any such exposure.

~~We have~~The Company has in the past, currently ~~are~~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 Value as of					Par Value as of
		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Unfunded delayed draw commitments	Unfunded delayed draw commitments	$	99,450	$	73,292	Unfunded delayed draw commitments	$	111,141	$	112,985
Unfunded revolving loan commitments	Unfunded revolving loan commitments	83,539		76,216		Unfunded revolving loan commitments	74,804		67,513
Total unfunded commitments	Total unfunded commitments	$	182,989	$	149,508	Total unfunded commitments	$	185,945	$	180,498

10. NET ASSETS

The Company has the authority to issue 198,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share.

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.~~articles supplementary (the “Articles Supplementary”) that establishes the terms of the Preferred Stock. The conversion price as of September 30, ~~2021~~2022 was ~~$9.48.~~$9.37. At any time after May 5, 2023, the Company, with the approval of the Board of Directors, including a majority of the Independent Directors, will have the option to redeem all of the Preferred Stock for cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends. The holders of the Preferred Stock will have the right to convert all or a portion of their shares of Preferred Stock prior to the date fixed for such redemption. At any time after May 5, 2027, the holders of the Preferred Stock will have the option to require the Company to redeem any or all of the then-outstanding Preferred Stock upon 90 days’ notice. The form of consideration used in any such redemption is at the option of the Board of Directors, including a majority of the Independent Directors, and may be cash consideration equal to the Liquidation Preference plus any accumulated but unpaid dividends, or shares of common stock. Holders also have the right to redeem the Preferred Stock upon a Change in Control (as defined in the ~~Article~~Articles Supplementary).

The following table summarizes the Company’s dividends declared on ~~its preferred stock~~the Preferred Stock during the prior year and the current fiscal year to-date. Unless otherwise noted, dividends were declared and paid, or are payable, in cash.

Date Declared

Record Date

Payment Date

Per Share Amount

~~June 30, 2020~~March 31, 2021

~~September 30, 2020~~March 31, 2021

~~0.277~~ 0.438

~~September~~June 30, ~~2020~~2021

~~0.423~~ 0.438

~~December 31, 2020~~September 30, 2021

0.438

December 29, 2021

December 31, 2021

0.438

March 25, 2022

March 31, 2022

0.438

June 27, 2022

June 30, 2022

0.438

September 22, 2022

September 30, 2022

0.438

Total

~~1.138~~

~~March 31, 2021~~

~~0.438~~

~~June 30, 2021~~

~~0.438~~

~~September 30, 2021~~

~~0.438~~

~~Total~~

~~1.314~~ 3.066

Company Stock Repurchase Program

On ~~November~~August 1, ~~2021,~~2022, the Company's Board of Directors approved the continuation of the Company's ~~$150 million common~~ stock repurchase program (the ~~"Company~~“Company Stock Repurchase ~~Program"~~Program”) until November 5, ~~2022,~~2023, or until the approved dollar amount has been used to repurchase shares of common ~~stock.~~stock, and increased the size of the Company Stock Repurchase Program by $50 million to an aggregate amount of $200 million. This program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. The Company's Stock Repurchase Program was originally approved by the Company's Board of Directors on November 5, 2018 and announced on November 6, 2018. Since the inception of the Company Stock Repurchase Program through September 30, ~~2021,~~2022, the Company has repurchased ~~8,854,215~~10,951,887 shares of the Company's common stock at an average cost of ~~$13.25~~$13.37 per share, or ~~$117,345~~$146,407 in the aggregate, resulting in accretion to net assets per share of ~~$0.48.~~$0.60.

Changes in Net Assets

For the three and nine month periods ended September 30, 2022, the Company repurchased and extinguished 531,439 and 1,525,682 shares, respectively, for $7,144 and $21,120, respectively. The following tables summarize capital activity for the three and nine month periods ended September 30, 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, July 1, 2022	2,000,000	$	50,000	52,148,211	$	521	$	1,038,462	$	(1,633)	$	23,268	$	(117,811)	$	(66,314)	$	926,493
Repurchase of common stock	—	—		(531,439)	(4)		(7,140)		—		—		—		—		(7,144)

Net investment income (loss)	—	—		—	—		—		—		31,153		—		—		31,153
Net realized gain (loss)	—	—		—	—		—		—		—		(4,579)		—		(4,579)
Net change in unrealized appreciation (depreciation)	—	—		—	—		—		—		—		—		11,256		11,256
Dividends declared on common stock and preferred stock	—	—		—	—		—		—		(21,528)		—		—		(21,528)
Balance, September 30, 2022	2,000,000	$	50,000	51,616,772	$	517	$	1,031,322	$	(1,633)	$	32,893	$	(122,390)	$	(55,058)	$	935,651



	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	—	—		(1,525,682)	(15)		(21,105)		—		—		—		—		(21,120)

Net investment income (loss)	—	—		—	—		—		—		78,542		—		—		78,542
Net realized gain (loss)	—	—		—	—		—		—		—		907		—		907
Net change in unrealized appreciation (depreciation)	—	—		—	—		—		—		—		—		(6,271)		(6,271)
Dividends declared on common stock and preferred stock	—	—		—	—		—		—		(65,211)		—		—		(65,211)
Balance, September 30, 2022	2,000,000	$	50,000	51,616,772	$	517	$	1,031,322	$	(1,633)	$	32,893	$	(122,390)	$	(55,058)	$	935,651

For the three and nine month periods ended September 30, 2021, the Company repurchased and extinguished 495,871 and 1,605,865 shares, respectively, for $6,770 and $20,497 respectively. The following tables summarize capital activity for the three and nine month periods ended September 30, 2021:

Preferred Stock

Common Stock
Capital in Excess of Par Value Offering
Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
Shares Amount Shares Amount
Balance, July 1, 2021 2,000,000 $ 50,000 54,210,315 $ 542 $ 1,067,720 $ (1,633) $ 15,307 $ (136,653) $ (70,452) $ 924,831
Repurchase of common stock — — (495,871) (5) (6,765) — — — — (6,770)
Net investment income (loss) — — — — — — 22,086 — — 22,086
Net realized gain (loss) — — — — — — — 7,556 — 7,556
Net change in unrealized appreciation (depreciation) — — — — — �� — — 17,978 17,978
Dividends declared on common stock and preferred stock — — — — — — (21,287) — — (21,287)
Balance, September 30, 2021 2,000,000 $ 50,000 53,714,444 $ 537 $ 1,060,955 $ (1,633) $ 16,106 $ (129,097) $ (52,474) $ 944,394


																					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
		Preferred Stock			Common Stock			Capital in Excess of Par Value		Offering Costs		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss) on Investments		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets			Shares	Amount		Shares	Amount
Balance, July 1, 2021																				Balance, July 1, 2021	2,000,000	$	50,000	54,210,315	$	542	$	1,067,720	$	(1,633)	$	15,307	$	(136,653)	$	(70,452)	$	924,831
Repurchase of common stock																				Repurchase of common stock	—	—		(495,871)	(5)		(6,765)		—		—		—		—		(6,770)
		Shares	Amount		Shares	Amount		Capital in Excess of Par Value		Offering Costs		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss) on Investments		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
Balance, January 1, 2021		2,000,000	$	50,000	55,320,309	$	553
Repurchase of common stock		—	—		(1,605,865)	(16)		(20,481)		—		—		—		—		(20,497)
Issuance of Preferred Stock		—	—		—	—		—		—		—		—		—		—

Net investment income (loss)	Net investment income (loss)	—	—		—	—		—		—		64,402		—		—		64,402		Net investment income (loss)	—	—		—	—		—		—		22,086		—		—		22,086
Net realized gain (loss)	Net realized gain (loss)	—	—		—	—		—		—		—		11,036		—		11,036		Net realized gain (loss)	—	—		—	—		—		—		—		7,556		—		7,556
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)	—	—		—	—		—		—		—		—		50,954		50,954		Net change in unrealized appreciation (depreciation)	—	—		—	—		—		—		—		—		17,978		17,978
Dividends declared on common stock and preferred stock		—	—		—	—		—		—		(62,864)		—		—		(62,864)
Dividends declared																				Dividends declared	—	—		—	—		—		—		(21,287)		—		—		(21,287)

Balance, September 30, 2021	Balance, September 30, 2021	2,000,000	$	50,000	53,714,444	$	537	$	1,060,955	$	(1,633)	$	16,106	$	(129,097)	$	(52,474)	$	944,394	Balance, September 30, 2021	2,000,000	$	50,000	53,714,444	$	537	$	1,060,955	$	(1,633)	$	16,106	$	(129,097)	$	(52,474)	$	944,394

7375

For the three and nine month periods ended September 30, 2020, the Company repurchased and extinguished 0 and 1,455,195 shares, respectively, for $0 and $16,003, respectively. The following tables summarize capital activity for the three and nine month periods ended September 30, 2020:

Preferred Stock
Common Stock Capital in Excess of Par Value Offering Costs Accumulated Net Investment Income (Loss) Accumulated Net Realized Gain (Loss) Accumulated Net Unrealized Appreciation (Depreciation) Total Net Assets
Shares Amount Shares Amount
Balance, July 1, 2020 2,000,000 $ 50,000 56,308,616 $ 563 $ 1,093,250 $ (1,633) $ 13,810 $ (131,650) $ (141,036) $ 883,304
Issuance of Preferred Stock — — — — — — — — — —
Net investment income (loss) — — — — — — 21,234 — — 21,234
Net realized gain (loss) — — — — — — — (220) — (220)
Net change in unrealized appreciation (depreciation) — — — — — — — — 12,594 12,594
Dividends declared — — — — — — (21,690) — — (21,690)
Balance, September 30, 2020 2,000,000 $ 50,000 56,308,616 $ 563 $ 1,093,250 $ (1,633) $ 13,354 $ (131,870) $ (128,442) $ 895,222

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, 2020 — $ — 57,763,811 $ 578 $ 1,109,238 $ (1,633) $ 10,368 $ (82,654) $ (79,426) $ 956,471
Repurchase of common stock — — (1,455,195) (15) (15,988) — — — — (16,003)
Issuance of Preferred Stock 2,000,000 50,000 — — — — — — — 50,000
Net investment income (loss) — — — — — — 66,898 — — 66,898
Net realized gain (loss) on investments — — — — — — — (49,216) — (49,216)
Net change in unrealized appreciation (depreciation) on investments — — — — — — — — (49,016) (49,016)
Dividends declared — — — — — — (63,912) — — (63,912)
Balance, September 30, 2020 2,000,000 $ 50,000 56,308,616 $ 563 $ 1,093,250 $ (1,633) $ 13,354 $ (131,870) $ (128,442) $ 895,222



	Preferred Stock			Common Stock			Capital in Excess of Par Value		Offering Costs		Accumulated Net Investment Income (Loss)		Accumulated Net Realized Gain (Loss)		Accumulated Net Unrealized Appreciation (Depreciation)		Total Net Assets
	Shares	Amount		Shares	Amount
Balance, January 1, 2021	2,000,000	$	50,000	55,320,309	$	553	$	1,081,436	$	(1,633)	$	14,568	$	(140,133)	$	(103,428)	$	901,363
Repurchase of common stock	—	—		(1,605,865)	(16)		(20,481)		—		—		—		—		(20,497)


Net investment income (loss)	—	—		—	—		—		—		64,402		—		—		64,402
Net realized gain (loss)	—	—		—	—		—		—		—		11,036		—		11,036
Net change in unrealized appreciation (depreciation)	—	—		—	—		—		—		—		—		50,954		50,954
Dividends declared	—	—		—	—		—		—		(62,864)		—		—		(62,864)

Balance, September 30, 2021	2,000,000	$	50,000	53,714,444	$	537	$	1,060,955	$	(1,633)	$	16,106	$	(129,097)	$	(52,474)	$	944,394

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. 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. Basic and diluted earnings per common share were as follows:


	For the three month period ended September 30, 2022				For the nine month period ended September 30, 2022
	Basic		Diluted		Basic		Diluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders	$	36,955	$	37,830	$	70,553	$	73,178
Weighted-average common shares outstanding	51,863,022		57,182,634		52,388,355		57,707,967
Basic and diluted earnings per share	$	0.71	$	0.66	$	1.35	$	1.27


	For the three month period ended September 30, 2021				For the nine month period ended September 30, 2021
	Basic		Diluted		Basic		Diluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders	$	46,745	$	47,620	$	123,767	$	126,392
Weighted-average common shares outstanding	53,955,338		59,230,725		54,506,760		59,782,147
Basic and diluted earnings per share	$	0.87	$	0.80	$	2.27	$	2.11

For the three month period ended September 30, 2020 For the nine month period ended September 30, 2020
Basic Diluted Basic Diluted
Net increase (decrease) in net assets resulting from operations attributable to Common Stockholders $ 32,752 $ 33,608 $ (32,744) $ (32,744)
Weighted-average common shares outstanding 56,308,616 61,571,773 56,575,498 56,575,498
Basic and diluted earnings per share $ 0.58 $ 0.55 $ (0.58) $ (0.58)

Common Stock Dividends

The following table summarizes the Company’s dividends declared on its common stock during the two most recent fiscal years and the current fiscal year to-date:

Date Declared

Record Date

Payment Date

Per Common Share Amount

Date Declared

Record Date

Payment Date

Per Common Share Amount

February 22, 2019

March 29, 2019

April 17, 2019

0.37

May 6, 2019

June 28, 2019

July 17, 2019

0.37

June 17, 2019

June 28, 2019

July 17, 2019

0.08

(1)

August 5, 2019

September 30, 2019

October 17, 2019

0.37

November 4, 2019

December 31, 2019

January 17, 2020

0.37

December 12, 2019

December 31, 2019

January 17, 2020

0.18

(1)

February 24, 2020

March 31, 2020

April 17, 2020

0.37

February 24, 2020

March 31, 2020

April 17, 2020

0.37

May 4, 2020

June 30, 2020

July 17, 2020

0.37

May 4, 2020

June 30, 2020

July 17, 2020

0.37

August 3, 2020

September 30, 2020

October 16, 2020

0.32

(2)

August 3, 2020

September 30, 2020

October 16, 2020

0.32

(2)

August 3, 2020

September 30, 2020

October 16, 2020

0.05

(1)

August 3, 2020

September 30, 2020

October 16, 2020

0.05

(1)

November 2, 2020

December 31, 2020

January 15, 2021

0.32

November 2, 2020

December 31, 2020

January 15, 2021

0.32

November 2, 2020

December 31, 2020

January 15, 2021

0.04

(1)

November 2, 2020

December 31, 2020

January 15, 2021

0.04

(1)

February 22, 2021

March 31, 2021

April 16, 2021

0.32

February 22, 2021

March 31, 2021

April 16, 2021

0.32

February 22, 2021

March 31, 2021

April 16, 2021

0.05

(1)

February 22, 2021

March 31, 2021

April 16, 2021

0.05

(1)

May 3, 2021

June 30, 2021

July 15, 2021

0.32

May 3, 2021

June 30, 2021

July 15, 2021

0.32

May 3, 2021

June 30, 2021

July 15, 2021

0.04

(1)

May 3, 2021

June 30, 2021

July 15, 2021

0.04

(1)

August 2, 2021

September 30, 2021

October 15, 2021

0.32

August 2, 2021

September 30, 2021

October 15, 2021

0.32

August 2, 2021

September 30, 2021

October 15, 2021

0.06

(1)

August 2, 2021

September 30, 2021

October 15, 2021

0.06

(1)

November 1, 2021

December 31, 2021

January 14, 2022

0.32

November 1, 2021

December 31, 2021

January 14, 2022

0.07

(1)

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

(2)

August 8, 2022

September 30, 2022

October 14, 2022

0.06

(1)

(1)Represents a special/supplemental dividend.

(2)The Company updated its dividend policy such that the base dividend iswas $0.32 per share of common stock, effective with the third quarter 2020 dividend through the second quarter 2022 dividend. The Company further updated its dividend policy such that the base dividend is $0.34 per share of common stock, effective with the third quarter 2022 dividend.

7577

11. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of consolidated financial highlights for the nine month periods ended September 30, ~~2021~~2022 and ~~2020:~~2021:


		For the nine month periods ended							For the nine month periods ended
		September 30, 2021			September 30, 2020				September 30, 2022			September 30, 2021
Per Common Share Data:	Per Common Share Data:							Per Common Share Data:
Net asset value per common share, beginning of period	Net asset value per common share, beginning of period	$	15.39		$	16.56		Net asset value per common share, beginning of period	$	16.91		$	15.39
Net investment income (loss) (1)	Net investment income (loss) (1)	1.13			1.16			Net investment income (loss) (1)	1.45			1.13
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	1.14			(1.74)			Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and non-investment assets and liabilities	(0.10)			1.14
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations	2.27			(0.58)			Net increase (decrease) in net assets resulting from operations	1.35			2.27
Dividends declared (2)	Dividends declared (2)	(1.11)			(1.11)			Dividends declared (2)	(1.20)			(1.11)
Other	Other	0.03			—			Other	0.01			0.03
Accretion due to share repurchases	Accretion due to share repurchases	0.07			0.14			Accretion due to share repurchases	0.09			0.07
Net asset value per common share, end of period	Net asset value per common share, end of period	$	16.65		$	15.01		Net asset value per common share, end of period	$	17.16		$	16.65
Market price per common share, end of period	Market price per common share, end of period	$	13.41		$	8.91		Market price per common share, end of period	$	11.44		$	13.41

Number of common shares outstanding, end of period	Number of common shares outstanding, end of period	53,714,444			56,308,616			Number of common shares outstanding, end of period	51,616,772			53,714,444
Total return based on net asset value (3)	Total return based on net asset value (3)	15.40		%	(2.66)		%	Total return based on net asset value (3)	8.57		%	15.40		%
Total return based on market price (4)	Total return based on market price (4)	41.52		%	(25.11)		%	Total return based on market price (4)	(7.94)		%	41.52		%
Net assets attributable to Common Stockholders, end of period	Net assets attributable to Common Stockholders, end of period	$	894,394		$	845,222		Net assets attributable to Common Stockholders, end of period	$	885,651		$	894,394
Ratio to average net assets attributable to Common Stockholders(5):	Ratio to average net assets attributable to Common Stockholders(5):							Ratio to average net assets attributable to Common Stockholders(5):
Expenses before incentive fees	Expenses before incentive fees	5.71		%	6.87		%	Expenses before incentive fees	6.35		%	5.71		%
Expenses after incentive fees	Expenses after incentive fees	7.22		%	8.51		%	Expenses after incentive fees	8.16		%	7.22		%
Net investment income (loss)	Net investment income (loss)	7.40		%	7.62		%	Net investment income (loss)	8.82		%	7.40		%
Interest expense and credit facility fees	Interest expense and credit facility fees	2.64		%	3.61		%	Interest expense and credit facility fees	3.23		%	2.64		%
Ratios/Supplemental Data:	Ratios/Supplemental Data:							Ratios/Supplemental Data:
Asset coverage, end of period	Asset coverage, end of period	180.23		%	174.96		%	Asset coverage, end of period	179.56		%	180.23		%
Portfolio turnover	Portfolio turnover	30.72		%	21.94		%	Portfolio turnover	25.70		%	30.72		%
Weighted-average shares outstanding	Weighted-average shares outstanding	54,506,760			56,575,498			Weighted-average shares outstanding	52,388,355			54,506,760

(1)Net investment income (loss) per common share was calculated as net investment income (loss) less the preferred dividend for the period divided by the weighted average number of common shares outstanding for the period.

(2)Dividends declared per common share was calculated as the sum of dividends on common stock declared during the period divided by the number of common shares outstanding at each respective quarter-end date (refer to Note 10, Net Assets).

(3)Total return based on net asset value (not annualized) is based on the change in net asset 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 net asset value for the period.

(4)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.

(5)These ratios to average net assets attributable to Common Stockholders have not been annualized.

12. LITIGATION

The Company may become party to certain lawsuits in the ordinary course of business. The Company does not believe that the outcome of current matters, if any, will materially impact the Company or its consolidated financial statements. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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.

7678

In addition, portfolio investments of the Company could be the subject of litigation or regulatory investigations in the ordinary course of business. The Company does not believe that the outcome of any current contingent liabilities of its portfolio investments, if any, will materially affect the Company or these consolidated financial statements.

13. TAX

The Company has not recorded a liability for any uncertain tax positions pursuant to the provisions of ASC 740, Income Taxes, as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax regulators. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had filed tax returns and therefore is subject to examination.

The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of dividends declared on preferred stock and common stock for nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 was as follows:


		For the nine month periods ended					For the nine month periods ended
		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021
Ordinary income	Ordinary income	$	62,864	$	63,912	Ordinary income	$	65,211	$	62,864
Tax return of capital	Tax return of capital	$	—	$	—	Tax return of capital	$	—	$	—

14. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below and elsewhere in the consolidated financial statements.

On ~~November 1, 2021,~~October 31, 2022, the Board of Directors declared a base quarterly common dividend of ~~$0.32~~$0.36 plus a supplemental common dividend of ~~$0.07,~~$0.08, which are payable on January ~~14, 2022~~16, 2023 to common stockholders of record on December ~~31, 2021.~~

30, 2022.

7779

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

(dollar amounts in thousands, except per share data, unless otherwise indicated)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have included or incorporated by reference in this Form 10-Q, and from time to time our management may make, “forward-looking statements”. These forward-looking statements are not historical facts, but instead relate to future events or the future performance or financial condition of ~~TCG BDC,~~Carlyle Secured Lending, Inc. (together with its consolidated subsidiaries, “we,” “us,” “our,” ~~“TCG BDC”~~“CSL” or the “Company”). These statements are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. The forward-looking statements contained in this Form 10-Q involve a number of risks and uncertainties, including statements concerning:

•our, or our portfolio companies’, future business, operations, operating results or prospects, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•the return or impact of current and future investments;

•the general economy and its impact on the industries in which we invest and the impact of the COVID-19 pandemic thereon;

•the impact of any protracted decline in the liquidity of credit markets on our business and the impact of the COVID-19 pandemic thereon;

•the impact of fluctuations in interest rates on our business, including from ~~changes in or~~ the discontinuation of LIBOR ~~on our business;~~

•~~the valuation of investments in portfolio companies, particularly those having no liquid trading market,~~ and the ~~impact~~implementation of ~~the COVID-19 pandemic thereon;~~alternatives to LIBOR;

•~~the impact of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;~~

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market, and the impact of the COVID-19 pandemic thereon;

•the impact of supply chain constraints on our portfolio companies and the global economy;

•the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•the impact on our business of changes in laws, policies or regulations (including the interpretation thereof) affecting our operations or the operations of our portfolio companies;

•our ability to recover unrealized losses;

•market conditions and our ability to access alternative debt markets and additional debt and equity capital, and the impact of the COVID-19 pandemic thereon;

•our contractual arrangements and relationships with third parties;

•uncertainty surrounding the financial stability of the United States, Europe and China;

•the social, geopolitical, financial, trade and legal implications of the exit of the United Kingdom from the European Union, or Brexit;

•competition with other entities and our affiliates for investment opportunities;

•the speculative and illiquid nature of our investments;

•the use of borrowed money to finance a portion of our investments;

•our expected financings and investments;

•the adequacy of our cash resources and working capital;

•the timing, form and amount of any dividend distributions;

•the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;

•the ability to consummate acquisitions;

•the ability of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the “Investment Adviser”), to locate suitable investments for us and to monitor and administer our investments;

•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

•the ability of The Carlyle Group Employee Co., L.L.C. to attract and retain highly talented professionals that can provide services to our investment adviser and administrator;

•our ability to maintain our status as a business development ~~company;~~company (“BDC”); and

•our intent to satisfy the requirements of a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as ~~amended.~~amended (the “Code”).

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Part II, Item 1A of our annual report on Form 10-K for the year ended December 31, ~~2020~~2021 (our ~~"2020~~“2021 Form ~~10-K"~~10-K”).

We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1 of this Form 10-Q “Financial Statements.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in “Risk Factors” in Part I, Item 1A of our ~~2020~~2021 Form 10-K. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” in our ~~2020~~2021 Form 10-K and “Cautionary Statements Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

We are a Maryland corporation formed on February 8, 2012, and structured as an externally managed, non-diversified closed-end investment company. We have elected to be regulated as a BDC under the Investment Company ~~Act.~~Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). We have elected to be treated, and intend to continue to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies supported by financial sponsors, which we define as companies with approximately $25 million to $100 million of ~~EBITDA,~~earnings before interest, taxes, depreciation and amortization, which we believe is a useful proxy for cash flow. ~~We complement this~~This core strategy is supplemented with ~~additive, diversifying assets including, but not limited to,~~complementary specialty lending ~~investments.~~and opportunistic investing strategies, which take advantage of the broad capabilities of Carlyle’s Global Credit platform while offering risk diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct origination of ~~Middle~~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,~~Loans”), with the balance of our assets invested in higher yielding investments (which may include unsecured debt, mezzanine debt and investments in equities). We generally make Middle Market Senior Loans to private U.S. middle market companies that are, in many cases, controlled by private equity firms. Depending on market conditions, we expect that between 70% and 80% of the value of our assets will be invested in Middle Market Senior Loans. We expect that the composition of our portfolio will change over time given our Investment Adviser’s view on, among other things, the economic and credit environment (including with respect to interest rates) in which we are operating.

On June 19, 2017, we closed our ~~IPO,~~initial public offering, issuing 9,454,200 shares of our common stock (including shares issued pursuant to the exercise of the underwriters’ over-allotment option on July 5, 2017) at a public offering price of $18.50 per share. Net of underwriting costs, we received cash proceeds of $169,488. Shares of common stock of ~~TCG BDC~~CSL began trading on the Nasdaq Global Select Market under the symbol “CGBD” on June 14, 2017.

On June 9, 2017, we acquired NF Investment Corp. (“NFIC”), a BDC managed by our Investment ~~Advisor~~Adviser (the “NFIC Acquisition”). As a result, we issued 434,233 shares of common stock to the NFIC stockholders and approximately $145,602 in cash, and acquired approximately $153,648 in net assets.

We are externally managed by our Investment Adviser, an investment adviser registered under the Investment Advisers ~~Act.~~Act of 1940, as amended. Our Administrator provides the administrative services necessary for us to operate. Both our Investment Adviser and our Administrator are wholly owned subsidiaries of Carlyle Investment Management L.L.C., a subsidiary of Carlyle. ~~Our~~As of September 30, 2022, our Investment Adviser’s ~~five-person~~investment team included a team of more than 220 investment professionals across the Carlyle Global Credit segment. Subject to certain delegated authorities, our Investment Adviser’s investment committee (the “Investment Committee”) is responsible for reviewing and approving our investment opportunities. The members of the ~~investment committee~~Investment Committee have experience investing through different credit cycles. ~~Our~~The Investment ~~Adviser’s investment committee~~Committee comprises ~~five~~several of the most senior credit ~~professional~~professionals within the Carlyle Global

Credit segment, with backgrounds and expertise across multiple asset classes ~~and over 26 years of average~~with significant industry experience and ~~10 years~~tenure. The Investment Committee has delegated approval of ~~average tenure.~~certain amendments, follow-on investments with existing borrowers, investments below certain size thresholds (existing or new platforms), and other matters as determined by the Investment Committee to a screening committee. In addition, our Investment Adviser and its investment team are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned subsidiary of Carlyle.

In conducting our investment activities, we believe that we benefit from the significant scale and resources of Carlyle, including our Investment Adviser and its affiliates.

In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including our Investment Adviser and its affiliates. We have operated our business as a BDC since we began our investment activities in May 2013.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as ~~LIBOR.~~LIBOR or SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the ~~Investment Advisory Agreement~~investment advisory agreement between us and our Investment ~~Adviser;~~Adviser (as amended, the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator; and (iii) other operating expenses as detailed below:

•administration fees payable under our Administration Agreement and Sub-Administration Agreements, including related expenses;

•the costs of any offerings of our common stock and other securities, if any;

•calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

•expenses, including travel expenses, incurred by our Investment Adviser, or members of our Investment Adviser team managing our investments, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing our rights;

•certain costs and expenses relating to distributions paid on our shares;

•debt service and other costs of borrowings or other financing arrangements;

•the allocated costs incurred by our Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•federal and state registration fees;

•any U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall portfolio, including any development costs incurred prior to the filing of our election to be regulated as a BDC;

•our fidelity bond;

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

•indemnification payments;

•direct fees and expenses associated with independent audits, agency, consulting and legal costs; and

•all other expenses incurred by us or our Administrator in connection with administering our business, including our allocable share of certain officers and their staff compensation.

We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Below is a summary of certain characteristics of our investment portfolio as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Fair value of investments	Fair value of investments	$	1,948,206		$	1,825,749		Fair value of investments	$	1,948,957		$	1,913,052
Count of investments	Count of investments	163			160			Count of investments	165			154
Count of portfolio companies / investment funds	Count of portfolio companies / investment funds	123			117			Count of portfolio companies / investment funds	127			117
Count of industries	Count of industries	28			27			Count of industries	28			27

Percentage of total investment fair value:	Percentage of total investment fair value:							Percentage of total investment fair value:

First lien debt	First lien debt	65.5		%	67.0		%	First lien debt	68.2		%	64.4		%
Second lien debt	Second lien debt	18.1		%	15.6		%	Second lien debt	13.5		%	17.9		%
Total secured debt	Total secured debt	83.6		%	82.6		%	Total secured debt	81.7		%	82.3		%
Investment Funds	Investment Funds	13.7		%	15.5		%	Investment Funds	13.6		%	13.7		%
Equity investments	Equity investments	2.7		%	1.9		%	Equity investments	4.7		%	4.0		%

Percentage of debt investment fair value:	Percentage of debt investment fair value:							Percentage of debt investment fair value:
Floating rate (1)	Floating rate (1)	98.5		%	99.1		%	Floating rate (1)	98.6		%	98.4		%
Fixed interest rate	Fixed interest rate	1.5		%	0.9		%	Fixed interest rate	1.4		%	1.6		%

(1) Primarily subject to interest rate floors.

Our investment activity for the three month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 is presented below (information presented herein is at amortized cost unless otherwise indicated):


		For the three month periods ended							For the three month periods ended
		September 30, 2021			September 30, 2020				September 30, 2022			September 30, 2021
Investments:	Investments:							Investments:
Total investments, beginning of period	Total investments, beginning of period	$	1,936,328		$	2,048,349		Total investments, beginning of period	$	1,958,301		$	1,936,328
New investments purchased	New investments purchased	272,645			59,887			New investments purchased	227,794			272,645
Net accretion of discount on investments	Net accretion of discount on investments	2,501			1,451			Net accretion of discount on investments	2,835			2,501
Net realized gain (loss) on investments	Net realized gain (loss) on investments	7,565			(209)			Net realized gain (loss) on investments	(4,508)			7,565
Investments sold or repaid	Investments sold or repaid	(222,784)			(35,551)			Investments sold or repaid	(172,235)			(222,784)
Total Investments, end of period	Total Investments, end of period	$	1,996,255		$	2,073,927		Total Investments, end of period	$	2,012,187		$	1,996,255
Principal amount of investments funded:	Principal amount of investments funded:							Principal amount of investments funded:

First Lien Debt	First Lien Debt	$	217,652		$	60,468		First Lien Debt	$	267,262		$	217,652
Second Lien Debt	Second Lien Debt	58,857			—			Second Lien Debt	285			58,857

Equity Investments	Equity Investments	446			358			Equity Investments	918			446
Investment Funds		—			—

Total	Total	$	276,955		$	60,826		Total	$	268,465		$	276,955
Principal amount of investments sold or repaid:	Principal amount of investments sold or repaid:							Principal amount of investments sold or repaid:

First Lien Debt	First Lien Debt	$	(195,020)		$	(36,437)		First Lien Debt	$	(180,937)		$	(195,020)
Second Lien Debt	Second Lien Debt	(18,230)			(4)			Second Lien Debt	(31,500)			(18,230)

Equity Investments	Equity Investments	(1,870)			—			Equity Investments	—			(1,870)
Investment Funds		—			—

Total	Total	$	(215,120)		$	(36,441)		Total	$	(212,437)		$	(215,120)
Number of new funded investments	Number of new funded investments	15			7			Number of new funded investments	16			15
Average amount of new funded investments	Average amount of new funded investments	$	10,319		$	5,877		Average amount of new funded investments	$	16,147		$	10,319
Percentage of new funded debt investments at floating interest rates	Percentage of new funded debt investments at floating interest rates	100		%	100		%	Percentage of new funded debt investments at floating interest rates	100		%	100		%
Percentage of new funded debt investments at fixed interest rates	Percentage of new funded debt investments at fixed interest rates	—		%	—		%	Percentage of new funded debt investments at fixed interest rates	—		%	—		%

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, investments consisted of the following:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value

First Lien Debt	First Lien Debt	$	1,322,133	$	1,275,553	$	1,298,154	$	1,224,063	First Lien Debt	$	1,380,925	$	1,328,594	$	1,271,794	$	1,232,084
Second Lien Debt	Second Lien Debt	354,319		352,570		297,962		284,523		Second Lien Debt	270,772		263,211		341,538		341,776
Equity Investments	Equity Investments	48,707		52,665		32,754		33,877		Equity Investments	89,393		92,552		73,125		77,093
Investment Funds	Investment Funds	271,096		267,418		294,096		283,286		Investment Funds	271,097		264,600		271,096		262,099
Total	Total	$	1,996,255	$	1,948,206	$	1,922,966	$	1,825,749	Total	$	2,012,187	$	1,948,957	$	1,957,553	$	1,913,052

The weighted average yields (1) for our first and second lien debt, based on the amortized cost and fair value as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, were as follows:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value

First Lien Debt	First Lien Debt	7.31	%	7.58	%	7.21	%	7.65	%	First Lien Debt	9.91	%	10.31	%	7.31	%	7.55	%
Second Lien Debt	Second Lien Debt	9.12	%	9.17	%	9.15	%	9.59	%	Second Lien Debt	11.18	%	11.50	%	9.04	%	9.04	%
First and Second Lien Debt Total	First and Second Lien Debt Total	7.69	%	7.92	%	7.57	%	8.01	%	First and Second Lien Debt Total	10.12	%	10.50	%	7.68	%	7.87	%

(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Weighted average yield on debt and income producing securities at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount ~~"OID"~~“OID”) and market

discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

Total weighted average yields (which includes the effect of accretion of discount and amortization of premiums) of our first and second lien debt investments as measured on an amortized cost basis increased from ~~7.57%~~7.68% to ~~7.69%~~10.12% from December 31, ~~2020~~2021 to September 30, ~~2021.~~2022.

The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Fair Value		Percentage		Fair Value		Percentage			Fair Value		Percentage		Fair Value		Percentage
Performing	Performing	$	1,880,741	96.5	%	$	1,767,613	96.8	%	Performing	$	1,911,553	98.1	%	$	1,836,501	96.0	%
Non-accrual (1)	Non-accrual (1)	67,465		3.5		58,136		3.2		Non-accrual (1)	37,404		1.9		76,551		4.0
Total	Total	$	1,948,206	100.0	%	$	1,825,749	100.0	%	Total	$	1,948,957	100.0	%	$	1,913,052	100.0	%

(1)For information regarding our non-accrual policy, see Note 2 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

See the Consolidated Schedules of Investments as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 in our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on categories, which we refer to as “Internal Risk Ratings”. Pursuant to these risk policies, an Internal Risk Rating of 1 – 5, which are defined below, is assigned to each debt investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.

Internal Risk Ratings Definitions


Rating						Definition
1						Borrower is operating above expectations, and the trends and risk factors are generally favorable.

2						Borrower is operating generally as expected or at an acceptable level of performance. The level of risk to our initial cost bases is similar to the risk to our initial cost basis at the time of origination. This is the initial risk rating assigned to all new borrowers.

3						Borrower is operating below expectations and level of risk to our cost basis has increased since the time of origination. The borrower may be out of compliance with debt covenants. Payments are generally current although there may be higher risk of payment default.

4						Borrower is operating materially below expectations and the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due, but generally not by more than 120 days. It is anticipated that we may not recoup our initial cost basis and may realize a loss of our initial cost basis upon exit.

5						Borrower is operating substantially below expectations and the loan’s risk has increased substantially since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. It is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser monitors and, when appropriate, changes the ~~investment~~risk ratings assigned to each debt investment in our portfolio. Our Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings assigned as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


	September 30, 2022				December 31, 2021
	Fair Value		% of Fair Value		Fair Value		% of Fair Value
(dollar amounts in millions)
Internal Risk Rating 1	$	33.9	2.1	%	$	3.8	0.2	%
Internal Risk Rating 2	1,261.1		79.3		1,205.5		76.6
Internal Risk Rating 3	259.5		16.3		299.5		19.0
Internal Risk Rating 4	37.4		2.3		27.6		1.8
Internal Risk Rating 5	—		—		37.5		2.4
Total	$	1,591.8	100.0	%	$	1,573.9	100.0	%

September 30, 2021 December 31, 2020
Fair Value % of Fair Value Fair Value % of Fair Value
(dollar amounts in millions)
Internal Risk Rating 1 $ 3.8 0.2 % $ 19.1 1.3 %
Internal Risk Rating 2 1,245.1 76.5 1,047.5 69.4
Internal Risk Rating 3 311.8 19.2 361.1 23.9
Internal Risk Rating 4 28.1 1.7 48.2 3.2
Internal Risk Rating 5 39.4 2.4 32.8 2.2
Total $ 1,628.1 100.0 % $ 1,508.6 100.0 %

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the weighted average Internal Risk Rating of our debt investment portfolio was ~~2.3~~2.2 and ~~2.4,~~2.3, respectively. As of September 30, ~~2021, five~~2022, two of our debt investments, with an aggregate fair value of ~~$67.5~~$37.4 million were assigned an Internal Risk Rating of 4-5. As of December 31, ~~2020, six~~2021, two of our debt investments, with an aggregate fair value of ~~$80.9~~$65.1 million were assigned an Internal Risk Rating of 4-5. As of September 30, ~~2021~~2022 and December 31, ~~2020, five~~2021, two and five of our debt investments were on non-accrual status, respectively. Our debt investments non-accrual status had a fair value of ~~$67.5~~$37.4 million and ~~$58.1~~$76.6 million, respectively, which represented approximately ~~3.5%~~1.9% and ~~3.2%~~4.0%, respectively, of our total investments at fair value as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

CONSOLIDATED RESULTS OF OPERATIONS

For the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021

The net increase or decrease in net assets from operations may vary substantially from period to period as a result of various factors, including the recognition of realized gains and losses and net change in unrealized appreciation and depreciation. As a result, quarterly comparisons may not be meaningful.

Investment Income

Investment income for the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 was as follows:


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Investment income	Investment income									Investment income
First Lien Debt	First Lien Debt	$	27,524	$	29,587	$	80,706	$	97,058	First Lien Debt	$	42,436	$	27,524	$	102,309	$	80,706
Second Lien Debt	Second Lien Debt	7,790		7,084		21,319		22,814		Second Lien Debt	7,322		7,790		22,392		21,319
Equity Investments	Equity Investments	925		362		2,702		880		Equity Investments	1,861		925		3,947		2,702
Investment Funds	Investment Funds	7,523		5,750		22,539		17,799		Investment Funds	7,524		7,523		22,572		22,539
Cash		—		1		—		53

Total investment income	Total investment income	$	43,762	$	42,784	$	127,266	$	138,604	Total investment income	$	59,143	$	43,762	$	151,220	$	127,266

The increase in investment income for the three month period ended September 30, ~~2021~~2022 from the comparable period in ~~2020~~2021 was primarily driven by ~~higher~~an increase in interest income from ~~Investment Funds. The decrease in investment~~higher weighted average interest rates, higher other income ~~for the nine month period ended September 30, 2021~~and one-time income from ~~the comparable period in 2020 was primarily driven by a lower average loan balance.~~restoring our Direct Travel, Inc. debt investments to accrual status. As of September 30, ~~2021,~~2022, the size of our portfolio ~~decreased~~increased to ~~$1,996,255~~$2,012,187 from ~~$2,073,927~~$1,996,255 as of September 30, ~~2020,~~2021, at amortized cost. As of September 30, ~~2021,~~2022, the weighted average yield of our first and second lien debt investments increased to ~~7.69%~~10.12% from ~~7.44%~~7.69% as of September 30, ~~2020~~2021 on amortized cost, primarily due to ~~new fundings being originated at a higher weighted average yield than~~ the ~~yield of positions being repaid or sold.~~increase in benchmark interest rates and the reduction in non accruals.

Interest income on our first and second lien debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2022 and 2021, two and ~~2020,~~ five ~~and six~~ first lien debt investments, respectively, were on non-accrual status. Non-accrual investments had a fair value of ~~$67,465~~$37,404 and ~~$67,371~~$67,465 respectively, which represented approximately

~~3.5%~~ 1.9% and 3.5% of total investments at fair value, respectively, as of September 30, ~~2021~~2022 and ~~2020.~~2021. The remaining first and second lien debt investments were performing and current on their interest payments as of September 30, ~~2021~~2022 and ~~2020.~~2021.

For the three month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company earned ~~$759~~$2,974 and ~~$2,110,~~$759, respectively, in other income. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company earned ~~$4,636~~$6,844 and ~~$8,001,~~$4,636, respectively, in other income. The ~~decrease~~increase in other income for the three ~~month period ended September 30, 2021 from the comparable period in 2020 was primarily driven by lower amendment~~ and ~~underwriting fees. The decrease in other income for the~~ nine month period ended September 30, ~~2021~~2022 from the comparable period in ~~2020~~2021 was primarily driven by ~~lower~~higher underwriting, amendment and prepayment fees.

For the three month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company earned ~~$7,523~~$7,524 and ~~$5,750,~~$7,523, respectively, in dividend and interest income from the ~~Investment Funds.~~investment funds. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company earned ~~$22,539~~$22,572 and ~~$17,799,~~$22,539, respectively, in dividend and interest income from the Investment Funds. The increase for the three month period ended September 30, 2021 from the comparable period in 2020 was driven by the formation of Credit Fund II during the fourth quarter of 2020 and by a higher dividend from Credit Fund. The increase for the nine month period ended September 30, 2021 from the comparable period in 2020 was driven by the formation of Credit Fund II during the fourth quarter of 2020 and by a higher dividend from Credit Fund, partially offset by a decrease in interest income on the Mezzanine Loan to Credit Fund.investment funds.

Net investment income (loss) for the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 was as follows:

For the three month periods ended For the nine month periods ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Total investment income $ 43,762 $ 42,784 $ 127,266 $ 138,604
Net expenses (including excise tax expense) (21,676) (21,550) (62,864) (71,706)
Net investment income (loss) $ 22,086 $ 21,234 $ 64,402 $ 66,898

~~Expenses~~

For the three month periods ended For the nine month periods ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Base management fees $ 7,233 $ 7,134 $ 21,024 $ 21,585
Incentive fees 4,516 4,322 13,193 14,075
Professional fees 836 937 2,444 2,282
Administrative service fees 400 167 1,057 539
Interest expense 7,519 7,291 21,549 28,913
Credit facility fees 435 728 1,459 2,106
Directors’ fees and expenses 154 86 420 303
Other general and administrative 420 498 1,292 1,364
Excise tax expense 163 387 426 539
Expenses $ 21,676 $ 21,550 $ 62,864 $ 71,706


	For the three month periods ended				For the nine month periods ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Total investment income	$	59,143	$	43,762	$	151,220	$	127,266
Net expenses (including excise tax expense)	(27,990)		(21,676)		(72,678)		(62,864)
Net investment income (loss)	$	31,153	$	22,086	$	78,542	$	64,402

8587

Expenses


	For the three month periods ended				For the nine month periods ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Base management fees	$	7,262	$	7,233	$	21,425	$	21,024
Incentive fees	6,451		4,516		16,137		13,193
Professional fees	787		836		2,322		2,444
Administrative service fees	470		400		1,337		1,057
Interest expense	11,491		7,519		27,172		21,549
Credit facility fees	446		435		1,551		1,459
Directors’ fees and expenses	173		154		519		420
Other general and administrative	461		420		1,237		1,292
Excise tax expense	449		163		978		426
Expenses	$	27,990	$	21,676	$	72,678	$	62,864

Interest expense and credit facility fees for the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 comprised the following:


		For the three month periods ended						For the nine month periods ended							For the three month periods ended						For the nine month periods ended
		September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020				September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Interest expense	Interest expense	$	7,519		$	7,291		$	21,549		$	28,913		Interest expense	$	11,491		$	7,519		$	27,172		$	21,549
Facility unused commitment fee	Facility unused commitment fee	243			542			885			1,269			Facility unused commitment fee	175			243			805			885
Amortization of deferred financing costs	Amortization of deferred financing costs	192			159			574			754			Amortization of deferred financing costs	271			192			746			574
Other fees	Other fees	—			27			—			83			Other fees	—			—			—			—
Total interest expense and credit facility fees	Total interest expense and credit facility fees	$	7,954		$	8,019		$	23,008		$	31,019		Total interest expense and credit facility fees	$	11,937		$	7,954		$	28,723		$	23,008
Cash paid for interest expense	Cash paid for interest expense	$	7,575		$	8,361		$	21,750		$	31,708		Cash paid for interest expense	$	9,460		$	7,576		$	24,902		$	21,750

Average principal debt outstanding	Average principal debt outstanding	$	1,071,239		$	1,059,669		$	1,015,621		$	1,148,232		Average principal debt outstanding	$	1,062,687		$	1,071,239		$	898,738		$	1,015,621
Weighted average interest rate	Weighted average interest rate	2.75		%	2.70		%	2.77		%	3.30		%	Weighted average interest rate	4.23		%	2.75		%	3.96		%	2.77		%

The ~~decrease~~increase in interest expense and credit facility fees for the three month ~~period~~and nine month periods ended September 30, ~~2021~~2022 compared to the comparable period in ~~2020~~2021 was primarily driven by ~~lower unused commitment fees, largely offset by higher average principal balances outstanding and~~ higher weighted average interest ~~rates. The decrease in interest expense and credit facility fees for the nine month period ended September 30, 2021 compared~~rates due to ~~the comparable period in 2020 was primarily driven by lower average principal balances outstanding and lower weighted average interest~~higher benchmark rates.

Below is a summary of the base management fees and incentive fees incurred during the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020.~~2021.


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Base management fees	Base management fees	$	7,233	$	7,134	$	21,024	$	21,585	Base management fees	$	7,262	$	7,233	$	21,425	$	21,024
Incentive fees on pre-incentive fee net investment income	Incentive fees on pre-incentive fee net investment income	4,516		4,322		13,193		14,075		Incentive fees on pre-incentive fee net investment income	6,451		4,516		16,137		13,193
Realized capital gains incentive fees	Realized capital gains incentive fees	—		—		—		—		Realized capital gains incentive fees	—		—		—		—
Accrued capital gains incentive fees	Accrued capital gains incentive fees	—		—		—		—		Accrued capital gains incentive fees	—		—		—		—
Total capital gains incentive fees	Total capital gains incentive fees	—		—		—		—		Total capital gains incentive fees	—		—		—		—
Total incentive fees	Total incentive fees	4,516		4,322		13,193		14,075		Total incentive fees	6,451		4,516		16,137		13,193
Total base management fees and incentive fees	Total base management fees and incentive fees	$	11,749	$	11,456	$	34,217	$	35,660	Total base management fees and incentive fees	$	13,713	$	11,749	$	37,562	$	34,217

The increase in base management fees and incentive fees related to pre-incentive fee net investment income for the three and nine month period ended September 30, ~~2021~~2022 from the comparable period in ~~2020~~2021 was driven by higher ~~investment fair value~~gross assets and higher pre-incentive fee net investment ~~income. The decrease in base management fees and incentive fees related to pre-incentive fee net investment~~ income, ~~for the nine month period ended September 30, 2021 from the comparable period in 2020 was driven by lower investment fair value and lower pre-incentive fee net investment income.~~respectively.

For the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of September 30, ~~2021~~2022 and ~~2020.~~2021. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“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. See Note 4 to the consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information on the incentive and base management fees.

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the ~~administration agreement,~~Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three month and nine month periods ended September 30, 2022, we had realized gains on 7 and 17 investments, respectively, totaling approximately $598 and $7,953, respectively, which were partially offset by realized losses on 6 and 13 investments, respectively, totaling approximately $5,106 and $6,568, respectively. During the three month and nine month periods ended September 30, 2021, we had realized gains on 9 and 25 investments, respectively, totaling approximately $7,692 and $11,330, respectively, which ~~was~~were partially offset by realized losses on 4 and 6 investments, respectively, totaling approximately $127 and $147, respectively. During the three month and nine month periods ended September 30, ~~2020,~~2022, we had ~~realized gains~~unrealized appreciation on 262 and 838 investments, respectively, totaling approximately ~~$1,018~~$25,319 and ~~$1,775,~~$39,047, respectively, which was offset by ~~realized losses~~unrealized depreciation on 1103 and 18141 investments, respectively, totaling approximately ~~$1,227~~$19,524 and ~~$51,465,~~$57,776, respectively. During the three month and nine month periods ended September 30, 2021, we had unrealized appreciation on 74 and 105 investments, respectively, totaling approximately $28,462 and $63,658, respectively, which was offset by unrealized depreciation on 81 and 73 investments, respectively, totaling approximately $12,475 and $14,524, respectively. During the three month and nine month periods ended September 30, 2020, we had unrealized appreciation on 104 and 59 investments, respectively, totaling approximately $26,841 and $51,354, respectively, which was offset by unrealized depreciation on 35 and 95 investments, respectively, totaling approximately $11,801 and $99,621, respectively.

Net realized gain (loss) and net change in unrealized appreciation (depreciation) by the type of investments for the three month and nine month periods ended September 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net realized gain (loss) on investments	Net realized gain (loss) on investments	$	7,565	$	(209)	$	11,183	$	(49,690)	Net realized gain (loss) on investments	$	(4,508)	$	7,565	$	1,385	$	11,183
Net change in unrealized appreciation (depreciation) on investments	Net change in unrealized appreciation (depreciation) on investments	15,987		15,040		49,134		(48,267)		Net change in unrealized appreciation (depreciation) on investments	5,795		15,987		(18,729)		49,134
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	$	23,552	$	14,831	$	60,317	$	(97,957)	Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments	$	1,287	$	23,552	$	(17,344)	$	60,317


		For the three month periods ended								For the nine month periods ended									For the three month periods ended								For the nine month periods ended
		September 30, 2021				September 30, 2020				September 30, 2021				September 30, 2020					September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
Type	Type	Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Type	Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)		Net realized gain (loss)		Net change in unrealized appreciation (depreciation)
First Lien Debt	First Lien Debt	$	590	$	8,406	$	(677)	$	3,236	$	2,218	$	27,512	$	(50,302)	$	(30,211)	First Lien Debt	$	151	$	1,205	$	590	$	8,406	$	3,102	$	(12,622)	$	2,218	$	27,512
Second Lien Debt	Second Lien Debt	(12)		(247)		—		8,864		(28)		11,690		(213)		(19,162)		Second Lien Debt	(4,659)		3,421		(12)		(247)		(5,615)		(7,800)		(28)		11,690
Equity Investments	Equity Investments	6,987		175		468		867		8,993		2,835		825		866		Equity Investments	—		(753)		6,987		175		3,898		(808)		8,993		2,835
Investment Funds	Investment Funds	—		7,653		—		2,073		—		7,132		—		240		Investment Funds	—		1,922		—		7,653		—		2,501		—		6,384
Total	Total	$	7,565	$	15,987	$	(209)	$	15,040	$	11,183	$	49,169	$	(49,690)	$	(48,267)	Total	$	(4,508)	$	5,795	$	7,565	$	15,987	$	1,385	$	(18,729)	$	11,183	$	48,421

~~Net~~We recorded net change in unrealized appreciation and net change in unrealized depreciation in our investments for the three and nine month period ended September 30, 2022, respectively, compared to net change in unrealized appreciation in our

investments for ~~the three month period ended September 30, 2021 improved compared to~~ the comparable period in ~~2020 primarily due to improving credit fundamentals~~2021 reflecting the negative impact of ~~underlying borrowers and~~widening market yields partially offset by an increase in the value of the investment in Credit Fund. Net change in unrealized appreciation in our investments for the nine month period ended September 30, 2021 improved compared to the comparable period in 2020 primarily due to improving credit fundamentals and tightening market yields in 2021, as well as an increase in the value of the investment in Credit Fund.borrowers on non-accrual status. Net change in unrealized appreciation (depreciation) is also driven by changes in other inputs utilized under our valuation methodology, including, but not limited to, enterprise value multiples, borrower leverage multiples and borrower ratings, and the impact of exits.

MIDDLE MARKET CREDIT FUND, LLC

Overview

On February 29, 2016, the Company and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability agreement, which was subsequently amended and restated on June 24, 2016, ~~and~~ February 22, 2021 and May 16, 2022 (as amended, the ~~"Limited~~“Limited Liability Company ~~Agreement"~~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.

8890

Selected Financial Data

Since inception of Credit Fund and through September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company and Credit Partners each made capital contributions of $1 and $1 in members’ equity, respectively, and $216,000 and $216,000 in subordinated loans, respectively, to Credit Fund. On May 25, 2021, the Company and Credit Partners received aan aggregate return of capital on the subordinated loans of $46,000, of which the Company received $23,000. Below is certain summarized consolidated financial information for Credit Fund as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Selected Consolidated Balance Sheet Information	Selected Consolidated Balance Sheet Information					Selected Consolidated Balance Sheet Information
ASSETS	ASSETS					ASSETS
Investments, at fair value (amortized cost of $1,086,729 and $1,080,538, respectively)		$	1,078,265	$	1,056,381
Investments, at fair value (amortized cost of $941,134 and $940,092, respectively)						Investments, at fair value (amortized cost of $941,134 and $940,092, respectively)	$	896,207	$	926,959
Cash, cash equivalents and restricted cash (1)	Cash, cash equivalents and restricted cash (1)	62,544		119,796		Cash, cash equivalents and restricted cash (1)	24,991		54,041
Other assets	Other assets	13,489		7,553		Other assets	8,340		7,698
Total assets	Total assets	$	1,154,298	$	1,183,730	Total assets	$	929,538	$	988,698
LIABILITIES AND MEMBERS’ EQUITY	LIABILITIES AND MEMBERS’ EQUITY					LIABILITIES AND MEMBERS’ EQUITY
Secured borrowings	Secured borrowings	$	757,034	$	514,261	Secured borrowings	$	571,621	$	600,651
Notes payable, net of unamortized debt issuance costs of $0 and $1,559, respectively		—		253,933

Other liabilities	Other liabilities	27,069		15,543		Other liabilities	21,122		19,828
Subordinated loans and members’ equity (2)	Subordinated loans and members’ equity (2)	370,195		399,993		Subordinated loans and members’ equity (2)	336,795		368,219
Liabilities and members’ equity	Liabilities and members’ equity	$	1,154,298	$	1,183,730	Liabilities and members’ equity	$	929,538	$	988,698

(1) As of September 30, ~~2021~~2022 and December 31, ~~2020, $9,121~~2021, $10,950 and ~~$83,574,~~$10,816, respectively, of Credit Fund's cash and cash equivalents was restricted.

(2) As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the fair value of the Company’s ownership interest in the subordinated loans and members’ equity was ~~$189,275~~$189,603 and ~~$205,891,~~$184,141, respectively.


		For the three month periods ended				For the nine month periods ended					For the three month periods ended				For the nine month periods ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
		(unaudited)				(unaudited)					(unaudited)				(unaudited)
Selected Consolidated Statement of Operations Information:	Selected Consolidated Statement of Operations Information:									Selected Consolidated Statement of Operations Information:
Total investment income	Total investment income	$	17,124	$	22,863	$	50,951	$	64,276	Total investment income	$	18,563	$	17,124	$	48,049	$	50,951
Expenses	Expenses									Expenses
Interest and credit facility expenses	Interest and credit facility expenses	6,701		7,696		17,437		31,175		Interest and credit facility expenses	6,858		6,701		15,983		17,437
Other expenses	Other expenses	510		602		1,532		1,695		Other expenses	410		510		1,507		1,532
Total expenses	Total expenses	7,211		8,298		18,969		32,870		Total expenses	7,268		7,211		17,490		18,969
Net investment income (loss)	Net investment income (loss)	9,913		14,565		31,982		31,406		Net investment income (loss)	11,295		9,913		30,559		31,982
Net realized gain (loss) on investments	Net realized gain (loss) on investments	220		—		(1,473)		—		Net realized gain (loss) on investments	(189)		220		(189)		(1,473)
Net change in unrealized appreciation (depreciation) on investments	Net change in unrealized appreciation (depreciation) on investments	1,500		18,351		15,693		(23,114)		Net change in unrealized appreciation (depreciation) on investments	(4,757)		1,500		(31,795)		15,693
Net increase (decrease) resulting from operations	Net increase (decrease) resulting from operations	$	11,633	$	32,916	$	46,202	$	8,292	Net increase (decrease) resulting from operations	$	6,349	$	11,633	$	(1,425)	$	46,202

8991

Below is a summary of Credit Fund’s portfolio, followed by a listing of the loans in Credit Fund's portfolio, as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Senior secured loans (1)	Senior secured loans (1)	$	1,091,142		$	1,084,491		Senior secured loans (1)	$	942,952		$	942,930
Weighted average yields of senior secured loans based on amortized cost (2)	Weighted average yields of senior secured loans based on amortized cost (2)	6.07		%	6.03		%	Weighted average yields of senior secured loans based on amortized cost (2)	8.59		%	6.04		%
Weighted average yields of senior secured loans based on fair value (2)	Weighted average yields of senior secured loans based on fair value (2)	6.09		%	6.15		%	Weighted average yields of senior secured loans based on fair value (2)	8.96		%	6.09		%
Number of portfolio companies in Credit Fund	Number of portfolio companies in Credit Fund	55			54			Number of portfolio companies in Credit Fund	44			45
Average amount per portfolio company (1)	Average amount per portfolio company (1)	$	19,839		$	20,083		Average amount per portfolio company (1)	$	21,431		$	20,954
Number of loans on non-accrual status	Number of loans on non-accrual status	—			—			Number of loans on non-accrual status	—			—
Fair value of loans on non-accrual status	Fair value of loans on non-accrual status	$	—		$	—		Fair value of loans on non-accrual status	$	—		$	—
Percentage of portfolio at floating interest rates (3)(4)	Percentage of portfolio at floating interest rates (3)(4)	100.0		%	97.7		%	Percentage of portfolio at floating interest rates (3)(4)	100.0		%	100.0		%
Percentage of portfolio at fixed interest rates (4)	Percentage of portfolio at fixed interest rates (4)	—		%	2.3		%	Percentage of portfolio at fixed interest rates (4)	—		%	—		%
Fair value of loans with PIK provisions	Fair value of loans with PIK provisions	$	—		$	24,113		Fair value of loans with PIK provisions	$	16,302		$	—
Percentage of portfolio with PIK provisions (4)	Percentage of portfolio with PIK provisions (4)	—		%	2.3		%	Percentage of portfolio with PIK provisions (4)	1.8		%	—		%

(1)At par/principal amount.

(3)Floating rate debt investments are primarily subject to interest rate floors.

(4)Percentages based on fair value.

9092


Consolidated Schedule of Investments as of September 30, 2021
Consolidated Schedule of Investments as of September 30, 2022														Consolidated Schedule of Investments as of September 30, 2022
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		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)	First Lien Debt (100.0% of fair value)													First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC	ACR Group Borrower, LLC	^+	(2)(3)(6)	Aerospace & Defense	L + 4.50%	5.50%	3/31/2028	$	34,563	$	33,977	$	34,547	ACR Group Borrower, LLC	^+	(2)(3)(7)	Aerospace & Defense	LIBOR	4.50%	8.12%	3/31/2028	$	37,278	$	36,780	$	36,368
Acrisure, LLC	Acrisure, LLC	+#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 3.50%	3.63%	2/15/2027	25,441		25,422		25,171		Acrisure, LLC	+	(2)(3)	Diversified Financial Services	LIBOR	3.50%	6.62%	2/13/2027	25,182		25,162		23,294
Alpha Packaging Holdings, Inc.		+	(2)(3)	Containers, Packaging & Glass	L + 6.00%	7.00%	5/12/2022	15,866		15,866		15,866
Alpine SG, LLC		+	(2)(3)	High Tech Industries	L + 5.75%	6.75%	11/16/2022	10,890		10,772		10,773
AmeriLife Holdings LLC		#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 4.00%	4.08%	3/18/2027	9,877		9,857		9,877
Analogic Corporation	Analogic Corporation	^+	(2)(3)(6)	Capital Equipment	L + 5.25%	6.25%	6/22/2024	18,714		18,698		18,534		Analogic Corporation	^+	(2)(3)(7)	Capital Equipment	LIBOR	5.25%	8.07%	6/22/2024	20,161		20,150		19,630
Anchor Packaging, Inc.	Anchor Packaging, Inc.	+#	(2)(3)	Containers, Packaging & Glass	L + 4.00%	4.08%	7/18/2026	24,535		24,443		24,483		Anchor Packaging, Inc.	+	(2)(3)	Containers, Packaging & Glass	LIBOR	4.00%	7.12%	7/18/2026	24,284		24,210		23,464
API Technologies Corp.	API Technologies Corp.		(2)(3)	Aerospace & Defense	L + 4.25%	4.33%	5/9/2026	14,663		14,614		14,223		API Technologies Corp.	+	(2)(3)	Aerospace & Defense	LIBOR	4.25%	7.92%	5/9/2026	14,512		14,471		13,227
Aptean, Inc.	Aptean, Inc.	+#	(2)(3)	Software	L + 4.25%	4.33%	4/23/2026	12,188		12,141		12,084		Aptean, Inc.	+	(2)(3)	Software	LIBOR	4.25%	7.32%	4/23/2026	12,062		12,026		11,459
Astra Acquisition Corp.		+#	(2)(3)	Software	L + 4.75%	5.50%	2/28/2027	28,639		28,290		28,639
Avalign Technologies, Inc.	Avalign Technologies, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	L + 4.50%	4.63%	12/22/2025	14,480		14,390		14,364		Avalign Technologies, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.50%	7.62%	12/22/2025	14,331		14,259		14,003
Avenu Holdings, LLC		+	(2)(3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2024	23,410		23,410		23,410
BK Medical Holding Company, Inc.		^+	(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.25%	6.25%	6/22/2024	23,983		23,814		23,983
BMS Holdings III Corp.	BMS Holdings III Corp.	+	(2)(3)	Construction & Building	L + 5.50%	6.50%	9/30/2026	11,272		11,166		11,157		BMS Holdings III Corp.	+	(2)(3)	Construction & Building	LIBOR	5.50%	9.17%	9/30/2026	11,160		11,073		11,002
Chartis Holding, LLC	Chartis Holding, LLC	+	(2)(3)(6)	Business Services	L + 5.50%	6.50%	5/1/2025	6,982		6,982		6,982		Chartis Holding, LLC	^+	(2)(3)(7)	Business Services	LIBOR	5.25%	6.38%	5/1/2025	6,911		6,911		6,862
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)	Software	L + 4.50%	5.50%	8/30/2024	13,948		13,453		13,883		Chemical Computing Group ULC (Canada)	^+	(2)(3)(7)	Software	LIBOR	4.50%	7.64%	8/30/2024	13,805		13,563		13,576
Chudy Group, LLC		^+	(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.75%	6.75%	6/30/2027	33,103		32,526		32,912
Diligent Corporation	Diligent Corporation	^+	(2)(3)(6)	Telecommunications	L + 6.25%	7.25%	8/4/2025	9,072		8,828		9,301		Diligent Corporation	^+	(2)(3)(7)	Telecommunications	LIBOR	6.25%	9.11%	8/4/2025	10,044		9,855		9,715
Divisions Holding Corporation	Divisions Holding Corporation	+#	(2)(3)	Business Services	L + 4.75%	5.50%	5/27/2028	25,000		24,759		25,077		Divisions Holding Corporation	+	(2)(3)	Business Services	LIBOR	4.75%	7.87%	5/27/2028	24,750		24,543		23,667
DTI Holdco, Inc.	DTI Holdco, Inc.	+	(2)(3)	High Tech Industries	L + 4.75%	5.75%	9/30/2023	18,543		18,491		18,130		DTI Holdco, Inc.	+	(2)(3)	High Tech Industries	SOFR	4.75%	7.33%	4/26/2029	30,000		29,429		28,450
Eliassen Group, LLC	Eliassen Group, LLC	+	(2)(3)	Business Services	L + 4.25%	4.33%	11/5/2024	9,927		9,895		9,877		Eliassen Group, LLC	+	(2)(3)	Business Services	SOFR	5.75%	9.30%	4/14/2028	19,424		19,187		19,178
EPS Nass Parent, Inc.	EPS Nass Parent, Inc.	^+	(2)(3)(6)	Utilities: Electric	L + 5.75%	6.75%	4/19/2028	31,670		30,970		31,316		EPS Nass Parent, Inc.	^+	(2)(3)(7)	Utilities: Electric	LIBOR	5.75%	9.42%	4/19/2028	33,810		33,208		32,851
EvolveIP, LLC	EvolveIP, LLC	^+	(2)(3)(6)	Telecommunications	L + 5.75%	6.75%	6/7/2023	39,925		39,840		39,924		EvolveIP, LLC	^+	(2)(3)(6)(7)	Telecommunications	SOFR	5.50%	9.20%	6/7/2025	40,494		40,460		39,816
Exactech, Inc.	Exactech, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	L + 3.75%	4.75%	2/14/2025	21,362		21,274		21,050		Exactech, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	6.87%	2/14/2025	21,138		21,071		18,882
Excel Fitness Holdings, Inc.		+#	(2)(3)	Hotel, Gaming & Leisure	L + 5.25%	6.25%	10/7/2025	24,563		24,388		24,359
Frontline Technologies Holdings, LLC	Frontline Technologies Holdings, LLC	+	(2)(3)	Software	L + 5.75%	6.75%	9/18/2023	14,773		14,249		14,773		Frontline Technologies Holdings, LLC	+	(2)(3)	Software	LIBOR	5.75%	8.89%	9/18/2023	14,552		14,277		14,552
Golden West Packaging Group LLC		+	(2)(3)	Containers, Packaging & Glass	L + 5.75%	6.75%	6/20/2023	27,305		27,228		27,237
GSM Acquisition Corp.														GSM Acquisition Corp.	^+	(2)(3)(6)(7)	Leisure Products & Services	SOFR	5.00%	8.73%	11/16/2026	30,207		29,944		28,849
Heartland Home Services, Inc	Heartland Home Services, Inc	+	(2)(3)(6)	Consumer Services	L + 6.00%	7.00%	12/15/2026	18,325		18,325		18,380		Heartland Home Services, Inc	+	(2)(3)	Consumer Services	LIBOR	5.75%	8.80%	12/15/2026	7,260		7,171		7,143
Heartland Home Services, Inc														Heartland Home Services, Inc	+	(2)(3)(7)	Consumer Services	LIBOR	6.00%	9.12%	12/15/2026	24,317		24,233		24,121
Higginbotham Insurance Agency, Inc.														Higginbotham Insurance Agency, Inc.	+	(2)(3)	Diversified Financial Services	LIBOR	5.25%	8.37%	11/25/2026	4,500		4,438		4,417
HMT Holding Inc.	HMT Holding Inc.	^+	(2)(3)(6)	Energy: Oil & Gas	L + 5.75%	6.75%	11/17/2023	32,568		32,301		31,623		HMT Holding Inc.	^+	(2)(3)(6)(7)	Energy: Oil & Gas	SOFR	6.25%	9.27%	11/17/2025	32,232		32,086		30,289
Integrity Marketing Acquisition, LLC	Integrity Marketing Acquisition, LLC		(2)(3)(6)	Banking, Finance, Insurance & Real Estate	L + 5.50%	6.25%	8/27/2025	15,574		15,111		15,479		Integrity Marketing Acquisition, LLC	^+	(2)(3)	Diversified Financial Services	LIBOR	5.50%	8.00%	8/27/2025	44,004		43,572		41,830
Jensen Hughes, Inc.	Jensen Hughes, Inc.	+	(2)(3)(6)	Utilities: Electric	L + 4.50%	5.50%	3/22/2024	34,480		34,442		33,818		Jensen Hughes, Inc.	^+	(2)(3)(7)	Utilities: Electric	LIBOR	4.50%	7.29%	3/22/2024	34,127		34,097		33,105
K2 Insurance Services, LLC	K2 Insurance Services, LLC	+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	L + 5.00%	6.00%	7/1/2026	12,961		12,961		12,772		K2 Insurance Services, LLC	^+	(2)(3)(7)	Diversified Financial Services	LIBOR	5.00%	8.63%	7/1/2026	12,831		12,832		12,780
KAMC Holdings, Inc.	KAMC Holdings, Inc.	+#	(2)(3)	Energy: Electricity	L + 4.00%	4.12%	8/14/2026	13,720		13,670		12,982		KAMC Holdings, Inc.	+	(2)(3)	Energy: Electricity	LIBOR	4.00%	7.07%	8/14/2026	13,580		13,540		10,983
KBP Investments, LLC	KBP Investments, LLC	^+	(2)(3)(6)	Beverage, Food & Tobacco	L + 5.00%	5.75%	5/25/2027	19,238		18,828		18,926		KBP Investments, LLC	+	(2)(3)(7)	Beverage & Food	LIBOR	5.50%	8.40%	5/25/2027	37,173		36,966		34,700
Odyssey Logistics & Technology Corp.														Odyssey Logistics & Technology Corp.	^+	(2)(3)	Transportation: Cargo	LIBOR	4.00%	6.81%	10/12/2024	9,530		9,512		9,196
Output Services Group														Output Services Group	^+	(2)(3)	Media: Advertising, Printing & Publishing	SOFR	5.25%, 1.50% PIK	9.80%	6/27/2026	19,168		19,145		13,519
PF Atlantic Holdco 2, LLC														PF Atlantic Holdco 2, LLC	+	(2)(3)	Leisure Products & Services	LIBOR	5.50%	8.77%	11/12/2027	15,435		15,196		15,167
Premise Health Holding Corp.														Premise Health Holding Corp.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	7.92%	7/10/2025	13,341		13,312		13,244

9193


Consolidated Schedule of Investments as of September 30, 2021
Consolidated Schedule of Investments as of September 30, 2022														Consolidated Schedule of Investments as of September 30, 2022
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
Marco Technologies, LLC		+	(2)(3)	Media: Advertising, Printing & Publishing	L + 4.00%	5.00%	10/30/2023	$	7,314	$	7,298	$	7,314
Mold-Rite Plastics, LLC		+	(2)(3)	Chemicals, Plastics & Rubber	L + 4.25%	5.25%	6/14/2022	14,408		14,402		14,408
Newport Group Holdings II, Inc.		+#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 3.50%	3.63%	9/13/2025	23,295		23,136		23,272
Odyssey Logistics & Technology Corp.		+#	(2)(3)	Transportation: Cargo	L + 4.00%	5.00%	10/12/2024	11,210		11,228		11,098
Output Services Group		^+	(2)(3)	Media: Advertising, Printing & Publishing	L + 4.50%	5.50%	3/27/2024	19,272		19,241		16,537
Premise Health Holding Corp.		+#	(2)(3)	Healthcare & Pharmaceuticals	L + 3.50%	3.63%	7/10/2025	13,480		13,443		13,442
Q Holding Company		+#	(2)(3)	Automotive	L + 5.00%	6.00%	12/31/2023	21,570		21,466		21,167
QW Holding Corporation	QW Holding Corporation	^+	(2)(3)(6)	Environmental Industries	L + 6.25%	7.25%	8/31/2024	13,324		13,064		12,800		QW Holding Corporation	^+	(2)(3)(7)	Environmental Industries	LIBOR	5.50%	8.05%	8/31/2026	$	21,630	$	21,483	$	21,147
Radiology Partners, Inc.	Radiology Partners, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	L + 4.25%	4.33%	7/9/2025	27,686		27,597		27,655		Radiology Partners, Inc.	+	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.25%	7.32%	7/9/2025	27,686		27,619		24,173
RevSpring Inc.	RevSpring Inc.	+#	(2)(3)	Media: Advertising, Printing & Publishing	L + 4.25%	4.38%	10/11/2025	29,224		29,068		29,125		RevSpring Inc.	+	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.00%	7.67%	10/11/2025	28,924		28,803		27,694
Situs Group Holdings Corporation		+	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 4.75%	5.75%	6/28/2025	14,669		14,591		14,638
Riveron Acquisition Holdings, Inc.														Riveron Acquisition Holdings, Inc.	+	(2)(3)	Diversified Financial Services	LIBOR	5.75%	9.42%	5/22/2025	11,314		11,314		11,314
Striper Buyer, LLC	Striper Buyer, LLC	+	(2)(3)	Containers, Packaging & Glass	L + 5.50%	6.25%	12/30/2026	14,887		14,751		14,887		Striper Buyer, LLC	+	(2)(3)	Containers, Packaging & Glass	LIBOR	5.50%	8.62%	12/30/2026	14,738		14,625		14,715
T2 Systems, Inc.		^+	(2)(3)(6)	Transportation: Consumer	L + 6.75%	7.75%	9/28/2022	28,893		28,678		28,893
Turbo Buyer, Inc.	Turbo Buyer, Inc.	+	(2)(3)(6)	Automotive	L + 5.75%	6.75%	12/2/2025	13,995		13,995		13,697		Turbo Buyer, Inc.	+	(2)(3)(7)	Automotive	LIBOR	6.00%	8.88%	12/2/2025	34,339		34,115		33,641
U.S. TelePacific Holdings Corp.	U.S. TelePacific Holdings Corp.	+	(2)(3)	Telecommunications	L + 5.50%	6.50%	5/2/2023	6,660		6,640		5,448		U.S. TelePacific Holdings Corp.	+	(2)(3)(6)	Telecommunications	SOFR	1.00%, 7.25% PIK	11.32%	5/2/2026	6,957		6,944		2,783
USALCO, LLC														USALCO, LLC	+	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	9.67%	10/19/2027	14,883		14,625		14,300
VRC Companies, LLC	VRC Companies, LLC	^+	(2)(3)(6)	Business Services	L + 5.50%	6.25%	6/29/2027	25,249		24,814		24,799		VRC Companies, LLC	^+	(2)(3)(7)	Business Services	LIBOR	5.50%	9.25%	6/29/2027	28,965		28,599		28,093
Water Holdings Acquisition LLC		^+	(2)(3)(6)	Utilities: Water	L + 5.00%	6.00%	12/18/2026	30,047		29,345		30,047
Welocalize, Inc.	Welocalize, Inc.	+	(2)(3)(6)	Business Services	L + 4.75%	5.75%	12/23/2024	35,638		35,282		35,255		Welocalize, Inc.	^+	(2)(3)(7)	Business Services	LIBOR	4.75%	7.87%	12/23/2024	33,885		33,617		32,764
WRE Holding Corp.	WRE Holding Corp.	^+	(2)(3)(6)	Environmental Industries	L + 5.50%	6.50%	1/3/2023	8,761		8,739		8,671		WRE Holding Corp.	^+	(2)(3)(6)(7)	Environmental Industries	SOFR	5.25%	8.79%	1/3/2025	8,428		8,426		8,268
Yellowstone Buyer Acquisition, LLC	Yellowstone Buyer Acquisition, LLC	+	(2)(3)	Durable Consumer Goods	L + 5.75%	6.75%	9/13/2027	40,000		39,206		39,200		Yellowstone Buyer Acquisition, LLC	+	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	8.80%	9/13/2027	39,600		38,921		37,976

First Lien Debt Total	First Lien Debt Total									$	1,081,365	$	1,078,265	First Lien Debt Total										$	935,770	$	896,207

Equity Investments (0.0% of fair value)	Equity Investments (0.0% of fair value)													Equity Investments (0.0% of fair value)
DBI Holding, LLC	DBI Holding, LLC	^		Transportation: Cargo				2,961		$	—	$	—	DBI Holding, LLC	^		Transportation: Cargo					2,961		$	—	$	—
DBI Holding, LLC	DBI Holding, LLC	^		Transportation: Cargo				13,996		5,364		—		DBI Holding, LLC	^		Transportation: Cargo					13,996		5,364		—
Equity Investments Total	Equity Investments Total									$	5,364	$	—	Equity Investments Total										$	5,364	$	—
Total Investments	Total Investments									$	1,086,729	$	1,078,265	Total Investments										$	941,134	$	896,207

^ 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~~“Credit Fund ~~Facility"~~Facility”). Accordingly, such assets are not available to creditors of Credit Fund ~~Sub or Credit Fund Warehouse II.~~Sub.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of September 30, ~~2021,~~2022, the geographical composition of investments as a percentage of fair value was ~~1.3%~~1.5% in Canada and ~~98.7%~~98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR, 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, Credit Fund has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, the reference rates for Credit Fund’s variable rate loans were the 30-day LIBOR at ~~0.08%~~3.14%, the 90-day LIBOR at ~~0.13% and~~3.75%, the 180-day LIBOR at ~~0.16%~~4.23%, the 30-day SOFR at 3.04%, and the 90-day SOFR at 3.59%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(6)As of September 30, ~~2021,~~2022, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


First Lien Debt – unfunded delayed draw and revolving term loans commitments	First Lien Debt – unfunded delayed draw and revolving term loans commitments	Type	Unused Fee	Par/ Principal Amount		Fair Value		First Lien Debt – unfunded delayed draw and revolving term loans commitments	Type	Unused Fee	Par/ Principal Amount		Fair Value
ACR Group Borrower, LLC	ACR Group Borrower, LLC	Revolver	0.38%	$	7,350	$	(3)	ACR Group Borrower, LLC	Revolver	0.38%	$	4,289	$	(94)
Analogic Corporation	Analogic Corporation	Revolver	0.50	1,975		(17)		Analogic Corporation	Revolver	0.50	339		(9)
BK Medical Holding Company, INC.		Revolver	0.50	2,609		—
Chartis Holding, LLC	Chartis Holding, LLC	Revolver	0.50	2,183		—		Chartis Holding, LLC	Revolver	0.50	2,183		(12)
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	Revolver	0.50	873		(4)		Chemical Computing Group ULC (Canada)	Revolver	0.50	873		(14)
Chudy Group, LLC		Delayed Draw	1.00	5,517		(26)
Chudy Group, LLC		Revolver	0.50	1,379		(7)
Diligent Corporation		Delayed Draw	1.00	1,653		33
Diligent Corporation	Diligent Corporation	Revolver	0.50	703		14		Diligent Corporation	Revolver	0.50	351		(11)
EPS Nass Parent, Inc.	EPS Nass Parent, Inc.	Delayed Draw	1.00	3,136		(30)		EPS Nass Parent, Inc.	Delayed Draw	0.50	1,488		(39)
EPS Nass Parent, Inc.	EPS Nass Parent, Inc.	Revolver	0.50	2,195		(21)		EPS Nass Parent, Inc.	Revolver	1.00	1,380		(36)
EvolveIP, LLC	EvolveIP, LLC	Delayed Draw	1.00	1,904		—		EvolveIP, LLC	Revolver	0.50	2,757		(43)
EvolveIP, LLC		Revolver	0.50	3,734		—
Helios Buyer, Inc.		Revolver	0.50	130		—
GSM Acquisition Corp.								GSM Acquisition Corp.	Delayed Draw	1.00	825		(36)
Heartland Home Services, Inc								Heartland Home Services, Inc	Revolver	0.50	771		(6)
HMT Holding Inc.	HMT Holding Inc.	Revolver	0.50	6,173		(151)		HMT Holding Inc.	Revolver	0.50	6,173		(312)
Integrity Marketing Acquisition, LLC		Delayed Draw	1.00	21,816		(56)
Jensen Hughes, Inc.	Jensen Hughes, Inc.	Revolver	0.50	2,000		(36)		Jensen Hughes, Inc.	Revolver	0.50	2,000		(57)
K2 Insurance Services, LLC	K2 Insurance Services, LLC	Revolver	0.50	1,170		(16)		K2 Insurance Services, LLC	Revolver	0.50	1,170		(4)
KBP Investments, LLC	KBP Investments, LLC	Delayed Draw	1.00	20,190		(157)		KBP Investments, LLC	Delayed Draw	1.00	2,598		(162)
KBP Investments, LLC		Delayed Draw	1.00	503		(4)
QW Holding Corporation	QW Holding Corporation	Delayed Draw	1.00	9,338		(179)		QW Holding Corporation	Revolver	0.50	5,498		(98)
QW Holding Corporation		Revolver	0.50	4,619		(89)
T2 Systems, Inc.		Revolver	0.50	1,955		—
Turbo Buyer, Inc.	Turbo Buyer, Inc.	Revolver	0.50	933		(19)		Turbo Buyer, Inc.	Revolver	0.50	933		(18)
VRC Companies, LLC	VRC Companies, LLC	Delayed Draw	0.75	3,856		(58)		VRC Companies, LLC	Revolver	0.50	708		(21)
VRC Companies, LLC		Revolver	0.50	833		(12)
Water Holdings Acquisition LLC		Delayed Draw	1.00	5,326		—
Water Holdings Acquisition LLC		Revolver	0.50	4,421		—
Welocalize, Inc.	Welocalize, Inc.	Revolver	0.50	2,025		(19)		Welocalize, Inc.	Revolver	0.50	3,375		(96)
Welocalize, Inc.	Welocalize, Inc.	Revolver	0.50	2,250		(22)		Welocalize, Inc.	Revolver	0.50	2,250		(64)
WRE Holding Corp.	WRE Holding Corp.	Delayed Draw	1.00	337		(3)		WRE Holding Corp.	Revolver	0.50	849		(15)
WRE Holding Corp.		Revolver	0.50	624		(6)

Total unfunded commitments	Total unfunded commitments			$	123,710	$	(888)	Total unfunded commitments			$	40,810	$	(1,147)

(7)Loans include a credit spread adjustment that ranges from 0.10% to 0.43%.

9395


Consolidated Schedule of Investments as of December 31, 2020
Consolidated Schedule of Investments as of December 31, 2021														Consolidated Schedule of Investments as of December 31, 2021
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		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 (97.5% of fair value)
First Lien Debt (100.0% of fair value)														First Lien Debt (100.0% of fair value)
ACR Group Borrower, LLC														ACR Group Borrower, LLC	^+	(2)(3)(6)	Aerospace & Defense	LIBOR	4.25%	5.50%	3/31/2028	$	34,477	$	33,913	$	34,477
Acrisure, LLC	Acrisure, LLC	\#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 3.50%	3.65%	2/15/2027	$	25,634	$	25,606	$	25,104	Acrisure, LLC	+#	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	3.50%	3.78%	2/13/2027	25,376		25,353		25,203
Alku, LLC		+#	(2)(3)	Business Services	L + 5.50%	5.75%	7/29/2026	23,666		23,466		23,512
Alpha Packaging Holdings, Inc.		+\	(2)(3)	Containers, Packaging & Glass	L + 6.00%	7.00%	11/12/2021	16,378		16,378		16,378
AmeriLife Holdings LLC		#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 4.00%	4.15%	3/18/2027	9,951		9,929		9,802
Acrisure, LLC														Acrisure, LLC	+	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	4.25%	4.75%	2/13/2027	6,700		6,650		6,687
Analogic Corporation	Analogic Corporation	^+	(2)(3)(6)	Capital Equipment	L + 5.25%	6.25%	6/22/2024	18,857		18,837		18,857		Analogic Corporation	^+	(2)(3)(6)	Capital Equipment	LIBOR	5.25%	6.25%	6/22/2024	19,796		19,781		19,587
Anchor Packaging, Inc.	Anchor Packaging, Inc.	+#	(2)(3)	Containers, Packaging & Glass	L + 4.00%	4.15%	7/18/2026	24,723		24,617		24,656		Anchor Packaging, Inc.	+#	(2)(3)	Containers, Packaging & Glass	LIBOR	4.00%	4.10%	7/18/2026	24,472		24,385		24,215
API Technologies Corp.	API Technologies Corp.	+\	(2)(3)	Aerospace & Defense	L + 4.25%	4.49%	5/9/2026	14,775		14,713		13,999		API Technologies Corp.	+#	(2)(3)	Aerospace & Defense	LIBOR	4.25%	4.35%	5/9/2026	14,625		14,575		14,251
Aptean, Inc.	Aptean, Inc.	+\	(2)(3)	Software	L + 4.25%	4.40%	4/23/2026	12,281		12,227		12,077		Aptean, Inc.	+#	(2)(3)	Software	LIBOR	4.25%	4.35%	4/23/2026	12,157		12,113		12,087
AQA Acquisition Holding, Inc.		+\	(2)(3)(6)	High Tech Industries	L + 4.25%	5.25%	5/24/2023	18,759		18,752		18,757
Astra Acquisition Corp.		+#	(2)(3)	Software	L + 5.50%	6.50%	3/1/2027	28,783		28,392		28,783
Avalign Technologies, Inc.	Avalign Technologies, Inc.	+\	(2)(3)	Healthcare & Pharmaceuticals	L + 4.50%	4.73%	12/22/2025	14,592		14,481		14,334		Avalign Technologies, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.50%	4.63%	12/22/2025	14,443		14,354		14,320
Big Ass Fans, LLC		+\#	(2)(3)	Capital Equipment	L + 3.75%	4.75%	5/21/2024	13,766		13,714		13,766
BK Medical Holding Company, Inc.		^+	(2)(3)(6)	Healthcare & Pharmaceuticals	L + 5.25%	6.25%	6/22/2024	24,165		23,951		22,363
Avenu Holdings, LLC														Avenu Holdings, LLC	+	(2)(3)	Sovereign & Public Finance	LIBOR	5.25%	6.25%	9/28/2024	23,350		23,350		23,350
BMS Holdings III Corp.														BMS Holdings III Corp.	+	(2)(3)	Construction & Building	LIBOR	5.50%	6.50%	9/30/2026	11,244		11,143		11,071
Chartis Holding, LLC														Chartis Holding, LLC	+	(2)(3)(6)	Business Services	LIBOR	5.50%	6.50%	5/1/2025	6,964		6,964		6,964
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)	Software	L + 5.00%	6.00%	8/30/2023	14,055		13,378		14,055		Chemical Computing Group ULC (Canada)	^+	(2)(3)(6)	Software	LIBOR	4.50%	5.50%	8/30/2024	13,912		13,480		13,845
Clarity Telecom LLC.		+		Media: Broadcasting & Subscription	L + 4.25%	4.40%	8/30/2026	14,813		14,773		14,813
Clearent Newco, LLC		^	(2)(3)(6)	High Tech Industries	L + 6.50%	7.50%	3/20/2025	4,079		4,079		3,907
Clearent Newco, LLC		^+\	(2)(3)	High Tech Industries	L + 5.50%	6.50%	3/20/2025	29,486		29,236		28,722
DecoPac, Inc.		^+\	(2)(3)(6)	Non-durable Consumer Goods	L + 4.25%	5.25%	9/29/2024	12,336		12,253		12,318
Chudy Group, LLC														Chudy Group, LLC	^+	(2)(3)(6)	Healthcare & Pharmaceuticals	LIBOR	5.75%	6.75%	6/30/2027	33,021		32,465		33,657
Diligent Corporation	Diligent Corporation	^+	(2)(3)(6)	Telecommunications	L + 6.25%	7.25%	8/4/2025	8,683		8,411		8,819		Diligent Corporation	^+	(2)(3)(6)	Telecommunications	LIBOR	6.25%	7.25%	8/4/2025	9,049		8,816		9,228
Divisions Holding Corporation														Divisions Holding Corporation	+#	(2)(3)	Business Services	LIBOR	4.75%	5.50%	5/27/2028	24,938		24,706		24,953
DTI Holdco, Inc.	DTI Holdco, Inc.	^+\	(2)(3)	High Tech Industries	L + 4.75%	5.75%	9/30/2023	18,690		18,642		16,655		DTI Holdco, Inc.	+	(2)(3)	High Tech Industries	LIBOR	4.75%	5.75%	9/30/2023	18,495		18,442		18,237
Eliassen Group, LLC	Eliassen Group, LLC	+\	(2)(3)	Business Services	L + 4.25%	4.40%	11/5/2024	7,543		7,516		7,483		Eliassen Group, LLC	+	(2)(3)	Business Services	LIBOR	4.50%	4.60%	11/5/2024	15,159		15,103		15,152
EPS Nass Parent, Inc.														EPS Nass Parent, Inc.	^+	(2)(3)(6)	Utilities: Electric	LIBOR	5.75%	6.75%	4/19/2028	32,846		32,169		32,507
EvolveIP, LLC	EvolveIP, LLC	^+	(2)(3)(6)	Telecommunications	L + 5.75%	6.75%	6/7/2023	19,800		19,759		19,775		EvolveIP, LLC	^+	(2)(3)(6)	Telecommunications	LIBOR	5.50%	6.50%	6/7/2025	40,196		40,126		39,973
Exactech, Inc.	Exactech, Inc.	+\#	(2)(3)	Healthcare & Pharmaceuticals	L + 3.75%	4.75%	2/14/2025	21,528		21,416		20,422		Exactech, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.75%	4.75%	2/14/2025	21,307		21,221		21,073
Excel Fitness Holdings, Inc.	Excel Fitness Holdings, Inc.	+#	(2)(3)	Hotel, Gaming & Leisure	L + 5.25%	6.25%	10/7/2025	24,750		24,546		22,780		Excel Fitness Holdings, Inc.	+#	(2)(3)	Hotel, Gaming & Leisure	LIBOR	5.25%	6.25%	10/7/2025	24,500		24,336		24,500
Frontline Technologies Holdings, LLC	Frontline Technologies Holdings, LLC	+	(2)(3)	Software	L + 5.75%	6.75%	9/18/2023	14,886		14,198		14,589		Frontline Technologies Holdings, LLC	+	(2)(3)	Software	LIBOR	5.25%	6.25%	9/18/2023	14,736		14,269		14,736
Golden West Packaging Group LLC		+\	(2)(3)	Containers, Packaging & Glass	L + 5.25%	6.25%	6/20/2023	29,012		28,896		28,974
GSM Acquisition Corp.														GSM Acquisition Corp.	^+	(2)(3)(6)	Hotel, Gaming & Leisure	LIBOR	5.00%	6.00%	11/16/2026	25,623		25,331		25,396
Heartland Home Services, Inc														Heartland Home Services, Inc	+	(2)(3)(6)	Consumer Services	LIBOR	6.00%	7.00%	12/15/2026	17,664		17,664		17,735
HMT Holding Inc.	HMT Holding Inc.	+\	(2)(3)(6)	Energy: Oil & Gas	L + 5.00%	6.00%	11/17/2023	32,821		32,458		30,984		HMT Holding Inc.	^+	(2)(3)(6)	Energy: Oil & Gas	LIBOR	5.75%	6.75%	11/17/2023	32,484		32,245		31,086
Integrity Marketing Acquisition, LLC	Integrity Marketing Acquisition, LLC	^+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	L + 6.25%	7.25%	8/27/2025	7,836		7,701		7,956		Integrity Marketing Acquisition, LLC	^+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	8/27/2025	32,853		32,309		32,403
Jensen Hughes, Inc.	Jensen Hughes, Inc.	+\	(2)(3)(6)	Utilities: Electric	L + 4.50%	5.50%	3/22/2024	34,584		34,489		33,424		Jensen Hughes, Inc.	+	(2)(3)(6)	Utilities: Electric	LIBOR	4.50%	5.50%	3/22/2024	34,392		34,347		33,395
K2 Insurance Services, LLC														K2 Insurance Services, LLC	+	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	LIBOR	5.00%	6.00%	7/1/2026	12,929		12,929		12,906
KAMC Holdings, Inc.	KAMC Holdings, Inc.	+#	(2)(3)	Energy: Electricity	L + 4.00%	4.23%	8/14/2026	13,825		13,768		12,531		KAMC Holdings, Inc.	+#	(2)(3)	Energy: Electricity	LIBOR	4.00%	4.18%	8/14/2026	13,685		13,638		11,450
KBP Investments, LLC	KBP Investments, LLC	^+	(2)(3)(6)	Beverage, Food & Tobacco	L + 5.00%	6.00%	5/15/2023	9,292		9,059		9,350		KBP Investments, LLC	+	(2)(3)(6)	Beverage, Food & Tobacco	LIBOR	5.00%	5.75%	5/25/2027	36,973		36,599		36,570
Marco Technologies, LLC		^+\	(2)(3)(6)	Media: Advertising, Printing & Publishing	L + 4.00%	5.00%	10/30/2023	7,332		7,293		7,332
Mold-Rite Plastics, LLC		+\	(2)(3)	Chemicals, Plastics & Rubber	L + 4.25%	5.25%	12/14/2021	14,520		14,501		14,520
Newport Group Holdings II, Inc.		+\#	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 3.50%	3.75%	9/13/2025	23,475		23,285		23,405
Odyssey Logistics & Technology Corp.	Odyssey Logistics & Technology Corp.	+\#	(2)(3)	Transportation: Cargo	L + 4.00%	5.00%	10/12/2024	38,897		38,773		37,766		Odyssey Logistics & Technology Corp.	+#	(2)(3)	Transportation: Cargo	LIBOR	4.00%	5.00%	10/12/2024	9,605		9,580		9,509
Output Services Group		^+\	(2)(3)	Media: Advertising, Printing & Publishing	L + 4.50%	5.50%	3/27/2024	19,421		19,382		14,178

9496


Consolidated Schedule of Investments as of December 31, 2020
Consolidated Schedule of Investments as of December 31, 2021														Consolidated Schedule of Investments as of December 31, 2021
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
Pasternack Enterprises, Inc.		+\	(2)(3)	Capital Equipment	L + 4.00%	5.00%	7/2/2025	$	22,524	$	22,513	$	22,218
Pharmalogic Holdings Corp.		+\	(2)(3)	Healthcare & Pharmaceuticals	L + 4.00%	5.00%	6/11/2023	11,205		11,189		11,158
Output Services Group														Output Services Group	^+	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.50%	5.50%	3/27/2024	$	19,222	$	19,194	$	16,467
Premise Health Holding Corp.	Premise Health Holding Corp.	+\#	(2)(3)	Healthcare & Pharmaceuticals	L + 3.50%	3.75%	7/10/2025	13,584		13,538		13,503		Premise Health Holding Corp.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	3.50%	3.72%	7/10/2025	13,445		13,409		13,419
Propel Insurance Agency, LLC		^+\	(2)(3)(6)	Banking, Finance, Insurance & Real Estate	L + 5.00%	6.00%	6/1/2024	38,134		37,662		37,716
Q Holding Company	Q Holding Company	+\#	(2)(3)	Automotive	L + 5.00%	6.00%	12/31/2023	21,735		21,604		20,229		Q Holding Company	+#	(2)(3)	Automotive	LIBOR	5.00%	6.00%	12/31/2023	21,515		21,421		21,098
QW Holding Corporation	QW Holding Corporation	+	(2)(3)(6)	Environmental Industries	L + 6.25%	7.25%	8/31/2022	11,566		11,465		10,727		QW Holding Corporation	^+	(2)(3)(6)	Environmental Industries	LIBOR	6.25%	7.25%	8/31/2024	14,116		13,887		13,645
Radiology Partners, Inc.	Radiology Partners, Inc.	+\#	(2)(3)	Healthcare & Pharmaceuticals	L + 4.25%	4.81%	7/9/2025	27,686		27,581		27,193		Radiology Partners, Inc.	+#	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	4.25%	4.36%	7/9/2025	27,686		27,603		27,245
RevSpring Inc.	RevSpring Inc.	+\#	(2)(3)	Media: Advertising, Printing & Publishing	L + 4.25%	4.40%	10/11/2025	29,449		29,265		29,199		RevSpring Inc.	+#	(2)(3)	Media: Advertising, Printing & Publishing	LIBOR	4.25%	4.47%	10/11/2025	29,149		29,001		29,067
Situs Group Holdings Corporation		+\	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 4.75%	5.75%	6/28/2025	14,781		14,689		14,636
T2 Systems, Inc.		^+	(2)(3)(6)	Transportation: Consumer	L + 6.75%	7.75%	9/28/2022	29,119		28,743		29,118
The Original Cakerie, Ltd. (Canada)		+\	(2)(3)(6)	Beverage, Food & Tobacco	L + 4.50%	5.50%	7/20/2022	6,295		6,281		6,289
The Original Cakerie, Ltd. (Canada)		+	(2)(3)	Beverage, Food & Tobacco	L + 5.00%	6.00%	7/20/2022	8,837		8,815		8,829
Thoughtworks, Inc.		\#	(2)(3)	Business Services	L + 3.75%	4.75%	10/11/2024	11,704		11,683		11,704
U.S. Acute Care Solutions, LLC		+\	(2)(3)	Healthcare & Pharmaceuticals	L + 6.00%	7.00%	5/15/2021	31,211		31,184		29,104
Striper Buyer, LLC														Striper Buyer, LLC	+	(2)(3)	Containers, Packaging & Glass	LIBOR	5.50%	6.25%	12/30/2026	14,850		14,720		14,850
Turbo Buyer, Inc.														Turbo Buyer, Inc.	+	(2)(3)(6)	Automotive	LIBOR	6.00%	7.00%	12/2/2025	13,960		13,960		13,661
U.S. TelePacific Holdings Corp.	U.S. TelePacific Holdings Corp.	+\	(2)(3)	Telecommunications	L + 5.50%	6.50%	5/2/2023	26,660		26,585		23,984		U.S. TelePacific Holdings Corp.	+	(2)(3)	Telecommunications	LIBOR	5.50%	6.50%	5/2/2023	6,660		6,643		4,995
USALCO, LLC														USALCO, LLC	+	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	6.00%	7.00%	10/19/2027	14,995		14,704		14,704
VRC Companies, LLC	VRC Companies, LLC	+	(2)(3)(6)	Business Services	L + 6.50%	7.50%	3/31/2023	30,582		29,464		30,582		VRC Companies, LLC	^+	(2)(3)(6)	Business Services	LIBOR	5.50%	6.25%	6/29/2027	26,520		26,103		26,162
Water Holdings Acquisition LLC		^+	(2)(3)(6)	Utilities: Water	L + 5.25%	6.25%	12/18/2026	26,316		25,520		25,516
Welocalize, Inc.	Welocalize, Inc.	+	(2)(3)(6)	Business Services	L + 4.50%	5.50%	12/23/2023	22,629		22,414		22,584		Welocalize, Inc.	+	(2)(3)(6)	Business Services	LIBOR	4.75%	5.75%	12/23/2024	34,201		33,868		33,444
WRE Holding Corp.	WRE Holding Corp.	^+	(2)(3)(6)	Environmental Industries	L + 5.25%	6.25%	1/3/2023	8,367		8,336		8,252		WRE Holding Corp.	^+	(2)(3)(6)	Environmental Industries	SOFR	5.50%	6.50%	1/3/2025	8,740		8,724		8,584
Yellowstone Buyer Acquisition, LLC														Yellowstone Buyer Acquisition, LLC	+	(2)(3)	Consumer Goods: Durable	LIBOR	5.75%	6.75%	9/13/2027	39,900		39,135		39,095

First Lien Debt Total	First Lien Debt Total									$	1,051,406	$	1,029,687	First Lien Debt Total										$	934,728	$	926,959
Second Lien Debt (2.3% of fair value)
DBI Holding, LLC		^	(2)	Transportation: Cargo	9.00% PIK	9.00%	2/1/2026	$	24,113	$	23,768	$	24,113
Second Lien Debt Total										$	23,768	$	24,113
Equity Investments (0.2%of fair value)

Equity Investments (0.0% of fair value)														Equity Investments (0.0% of fair value)
DBI Holding, LLC	DBI Holding, LLC	^		Transportation: Cargo				$	2,961	$	—	$	—	DBI Holding, LLC	^		Transportation: Cargo					2,961		$	—	$	—
DBI Holding, LLC	DBI Holding, LLC	^		Transportation: Cargo				13,996		5,364		2,581		DBI Holding, LLC	^		Transportation: Cargo					13,996		5,364		—
Equity Investments Total	Equity Investments Total									$	5,364	$	2,581	Equity Investments Total										$	5,364	$	—
Total Investments	Total Investments									$	1,080,538	$	1,056,381	Total Investments										$	940,092	$	926,959

^ Denotes that all or a portion of the assets are owned by Credit Fund. Credit Fund has entered into the Credit Fund Facility. Accordingly, such assets are not available to creditors of Credit Fund Sub, the 2019-2 Issuer or Credit Fund Warehouse II.

+ Denotes that all or a portion of the assets are owned by Credit Fund Sub. Credit Fund Sub has entered into a revolving credit facility the Credit Fund Sub Facility. The lenders of the Credit Fund Sub Facility have a first lien security interest in substantially all of the assets of Credit Fund Sub. Accordingly, such assets are not available to creditors of Credit Fund, the 2019-2 Issuer or Credit Fund Warehouse II.

\ Denotes that all or a portion of the assets are owned by the 2019-2 Issuer and secure the notes issued in connection with the 2019-2 Debt Securitization. Accordingly, such assets are not available to creditors of Credit Fund, Credit Fund Sub, or Credit Fund Warehouse II.

# Denotes that all or a portion of the assets are owned by the Credit Fund Warehouse II. Credit Fund Warehouse II has entered into ~~the Credit~~a revolving credit facility (the “Credit Fund Warehouse II ~~Facility.~~Facility”). The lenders of the Credit Fund Warehouse II Facility have a first lien security interest in substantially all of the assets of the Credit Fund Warehouse II. Accordingly, such assets are not available to creditors of Credit Fund or Credit Fund ~~Sub, or the 2019-2 Issuer.~~Sub.

(1)Unless otherwise indicated, issuers of investments held by Credit Fund are domiciled in the United States. As of December 31, ~~2020,~~2021, the geographical composition of investments as a percentage of fair value was ~~2.8%~~1.5% in Canada and ~~97.2%~~98.5% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

December 31, ~~2020,~~2021, the reference rates for Credit Fund's variable rate loans were the 30-day LIBOR at ~~0.15%~~0.10%, the 90-day LIBOR at ~~0.25%~~0.22% and the 180-day LIBOR at ~~0.26%~~0.33%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(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.~~Measurements, to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

(6)As of December 31, ~~2020,~~2021, Credit Fund and Credit Fund Sub had the following unfunded commitments to fund delayed draw and revolving senior secured loans:


First Lien Debt—unfunded delayed draw and revolving term loans commitments	First Lien Debt—unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value		First Lien Debt—unfunded delayed draw and revolving term loans commitments	Type	Unused Fee		Par/ Principal Amount		Fair Value
ACR Group Borrower, LLC									ACR Group Borrower, LLC	Revolver	0.38	%	$	7,350	$	—
Analogic Corporation	Analogic Corporation	Revolver	0.50	%	$	1,975	$	—	Analogic Corporation	Revolver	0.50		847		(9)
AQA Acquisition Holding, Inc.		Revolver	0.50		2,459		—
BK Medical Holding Company, Inc.		Revolver	0.50		2,609		(176)
Chartis Holding, LLC									Chartis Holding, LLC	Revolver	0.50		2,183		—
Chemical Computing Group ULC (Canada)	Chemical Computing Group ULC (Canada)	Revolver	0.50		873		—		Chemical Computing Group ULC (Canada)	Revolver	0.50		873		(4)
Clearent Newco, LLC		Delayed Draw	1.00		2,549		(66)
DecoPac, Inc.		Revolver	0.50		2,143		(3)
Chudy Group, LLC									Chudy Group, LLC	Delayed Draw	1.00		5,517		88
Chudy Group, LLC									Chudy Group, LLC	Revolver	0.50		1,379		22
Diligent Corporation	Diligent Corporation	Delayed Draw	1.00		2,109		25		Diligent Corporation	Delayed Draw	1.00		1,653		26
Diligent Corporation	Diligent Corporation	Revolver	0.50		703		8		Diligent Corporation	Revolver	0.50		703		11
EPS Nass Parent, Inc.									EPS Nass Parent, Inc.	Delayed Draw	1.00		3,136		(29)
EPS Nass Parent, Inc.									EPS Nass Parent, Inc.	Revolver	0.50		941		(9)
EvolveIP, LLC	EvolveIP, LLC	Delayed Draw	1.00		1,904		(2)		EvolveIP, LLC	Revolver	0.50		3,360		(17)
EvolveIP, LLC		Revolver	0.50		1,680		(2)
GSM Acquisition Corp.									GSM Acquisition Corp.	Delayed Draw	1.00		4,313		(33)
Heartland Home Services, Inc									Heartland Home Services, Inc	Revolver	0.50		746		3
HMT Holding Inc.	HMT Holding Inc.	Revolver	0.50		6,173		(291)		HMT Holding Inc.	Revolver	0.50		6,173		(223)
Integrity Marketing Acquistion, LLC		Delayed Draw	1.00		4,144		41
Integrity Marketing Acquisition, LLC									Integrity Marketing Acquisition, LLC	Delayed Draw	—		7,000		(71)
Integrity Marketing Acquisition, LLC									Integrity Marketing Acquisition, LLC	Delayed Draw	1.00		4,453		(45)
Jensen Hughes, Inc.	Jensen Hughes, Inc.	Delayed Draw	1.00		1,127		(35)		Jensen Hughes, Inc.	Revolver	0.50		2,000		(55)
Jensen Hughes, Inc.		Revolver	0.50		1,364		(43)
K2 Insurance Services, LLC									K2 Insurance Services, LLC	Revolver	0.50		1,170		(2)
KBP Investments, LLC	KBP Investments, LLC	Delayed Draw	1.00		503		1		KBP Investments, LLC	Delayed Draw	1.00		503		(5)
KBP Investments, LLC	KBP Investments, LLC	Delayed Draw	1.00		10,190		30		KBP Investments, LLC	Delayed Draw	1.00		2,415		(24)
Marco Technologies, LLC		Delayed Draw	1.00		7,500		—
Propel Insurance Agency, LLC		Revolver	0.50		1,905		(19)
Propel Insurance Agency, LLC		Delayed Draw	1.00		1,733		(17)
QW Holding Corporation	QW Holding Corporation	Revolver	0.50		5,498		(268)		QW Holding Corporation	Delayed Draw	1.00		9,338		(162)
QW Holding Corporation	QW Holding Corporation	Delayed Draw	1.00		161		(8)		QW Holding Corporation	Revolver	0.50		3,794		(66)
T2 Systems, Inc.		Revolver	0.50		1,955		—
The Original Cakerie, Ltd. (Canada)		Revolver	0.50		1,665		(1)
Turbo Buyer, Inc.									Turbo Buyer, Inc.	Revolver	0.50		933		(19)
VRC Companies, LLC	VRC Companies, LLC	Revolver	0.50		858		—		VRC Companies, LLC	Delayed Draw	0.75		2,521		(30)
Water Holdings Acquisition LLC		Delayed Draw	1.00		8,421		(168)
Water Holdings Acquisition LLC		Revolver	0.50		5,263		(105)
VRC Companies, LLC									VRC Companies, LLC	Revolver	0.50		833		(10)
Welocalize, Inc.	Welocalize, Inc.	Revolver	0.50		2,250		(4)		Welocalize, Inc.	Revolver	0.50		3,375		(64)
WRE Holding Corp.		Revolver	0.50		852		(10)
Welocalize, Inc.									Welocalize, Inc.	Revolver	0.50		2,250		(43)
WRE Holding Corp.	WRE Holding Corp.	Delayed Draw	1.00		563		(7)		WRE Holding Corp.	Revolver	0.50		624		(10)

Total unfunded commitments	Total unfunded commitments				$	81,129	$	(1,120)	Total unfunded commitments				$	80,383	$	(780)

~~(7)Loan was on non-accrual status as of December 31, 2020.~~

Debt

The Credit Fund, Credit Fund Sub and Credit Fund Warehouse II are party to separate credit facilities as described below. ~~In addition, until May 15, 2019, the 2019-2 Issuer (formerly known as Credit Fund Warehouse) was a party to the Credit Warehouse Facility.~~ As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Credit Fund, Credit Fund Sub and Credit Fund Warehouse II were in compliance with all covenants and other requirements of their respective credit facility agreements. Below is a summary of the borrowings and repayments under the credit facilities for the three month and nine month periods ended ~~2021~~2022 and ~~2020,~~2021, and the outstanding balances under the credit facilities for the respective periods.

9698


		Credit Fund Facility				Credit Fund Sub Facility				Credit Fund Warehouse II Facility					Credit Fund Facility				Credit Fund Sub Facility						Credit Fund Warehouse II Facility
		2021		2020		2021		2020			2021		2020				2022		2021		2022		2021			2022		2021
Three Month Periods Ended September 30,	Three Month Periods Ended September 30,															Three Month Periods Ended September 30,
Outstanding Borrowing, beginning of period	Outstanding Borrowing, beginning of period	$	—	$	—	$	515,121	$	353,006		$	82,163	$	108,994		Outstanding Borrowing, beginning of period	$	—	$	—	$	532,621	$	515,121		$	—	$	82,163
Borrowings	Borrowings	—		—		167,500		25,000			44,250		5,000			Borrowings	—		—		51,000		167,500			—		44,250
Repayments	Repayments	—		—		(52,000)		—			—		(6,590)			Repayments	—		—		(12,000)		(52,000)			—		—
Outstanding Borrowing, end of period	Outstanding Borrowing, end of period	$	—	$	—	$	630,621	$	378,006		$	126,413	$	107,404		Outstanding Borrowing, end of period	$	—	$	—	$	571,621	$	630,621		$	—	$	126,413

Nine Month Periods Ended September 30,	Nine Month Periods Ended September 30,															Nine Month Periods Ended September 30,
Outstanding Borrowing, beginning of period	Outstanding Borrowing, beginning of period	$	—	$	93,000	$	420,859	$	343,506		$	93,402	$	97,571		Outstanding Borrowing, beginning of period	$	—	$	—	$	514,621	$	420,859		$	86,030	$	93,402
Borrowings	Borrowings	—		63,500		393,000		125,000			52,250		38,373			Borrowings	—		—		138,000		393,000			—		52,250
Repayments	Repayments	—		(156,500)		(183,238)		(90,500)			(19,239)		(28,540)			Repayments	—		—		(81,000)		(183,238)			(86,030)		(19,239)
Outstanding Borrowing, end of period	Outstanding Borrowing, end of period	$	—	$	—	$	630,621	$	378,006		$	126,413	$	107,404		Outstanding Borrowing, end of period	$	—	$	—	$	571,621	$	630,621		$	—	$	126,413

Credit Fund Facility. On June 24, 2016, Credit Fund entered into the Credit Fund Facility with the Company, which was subsequently amended on June 5, 2017, October 2, 2017, November 3, 2017, June 22, 2018, June 29, 2018, February 21, 2019, March 20, 2020, ~~and~~ February 22, 2021 and May 19, 2022, pursuant to which Credit Fund may from time to time request mezzanine loans from the Company. The maximum principal amount of the Credit Fund Facility is $175,000. The maturity date of the Credit Fund Facility is May 21, ~~2022.~~2023. Amounts borrowed under the Credit Fund Facility bear interest at a rate of LIBOR plus 9.00%.

Credit Fund Sub Facility. On June 24, 2016, Credit Fund Sub closed on the Credit Fund Sub Facility with lenders, which was subsequently amended on May 31, 2017, October 27, 2017, August 24, 2018, December 12, 2019, March 11, 2020, May 3, 2021 and May 3, ~~2021.~~2022. The Credit Fund Sub Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $640,000. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Sub. The maturity date of the Credit Fund Sub Facility is May 22, ~~2024.~~2025. Amounts borrowed under the Credit Fund Sub Facility bear interest at a rate of ~~LIBOR~~SOFR plus ~~2.25%~~2.35%.

Credit Fund Warehouse II Facility. On August 16, 2019, Credit Fund Warehouse II closed on a revolving credit facility (the ~~"Credit~~“Credit Fund Warehouse II ~~Facility"~~Facility”) with lenders. The Credit Fund Warehouse II Facility provides for secured borrowings during the applicable revolving period up to an amount equal to $150,000. The Credit Fund Warehouse II Facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund Warehouse ~~II.~~II Facility. The maturity date of the Credit Fund Warehouse II Facility iswas 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 ~~bear~~during the first 12 months bore interest at a rate of LIBOR plus 1.05% ~~for the first 12 months, LIBOR plus 1.15% for the next 12 months,~~, and ~~LIBOR plus 1.50%~~amounts borrowed in the ~~final~~second 12 ~~months.~~

~~2017-1 Notes~~

•~~$231,700 of Aaa/AAA Class A-1 Notes, which~~months bore interest at ~~the three-month~~ LIBOR plus ~~1.17%;~~

•~~$48,300 of Aa2/AA Class A-2 Notes, which~~1.15%. Other amounts borrowed under the Credit Fund Warehouse II Facility bore interest at ~~the three-month~~a rate of LIBOR plus 1.50%;

•~~$15,000 of A2/A Class B-1 Notes, which bore interest at the three-month LIBOR plus 2.25%;~~

•~~$9,000 of A2/A Class B-2 Notes which bore interest at 4.30%;~~

•~~$22,900 of Baa2/BBB Class C Notes which bore interest at the three-month LIBOR plus 3.20%; and~~

•~~$25,100 of Ba2/BB Class D Notes which bore interest at the three-month LIBOR plus 6.38%~~.

The 2017-1 Notes were scheduled to mature on January 15, 2028. Credit Fund received 100% of the preferred interests issued by the 2017-1 Issuer (the “2017-1 Issuer Preferred Interests”) on the closing date of the 2017-1 Debt Securitization in exchange for Credit Fund’s contribution to the 2017-1 Issuer of the initial closing date loan portfolio. The 2017-1 Issuer Preferred Interests did not bear interest and had a nominal value of $47,900 at closing.

2019-2 Notes

On May 21, 2019, Credit Fund completed the 2019-2 Debt Securitization. The notes offered in the 2019-2 Debt Securitization (the “2019-2 Notes”) were issued by the 2019-2 Issuer, a wholly owned and consolidated subsidiary of Credit Fund, and ~~were~~are secured by a diversified portfolio of the 2019-2 Issuer consisting primarily of first and second lien senior secured loans. The 2019-2 Debt Securitization was executed through a private placement of the 2019-2 Notes, consisting of:

•$233,000 of Aaa/AAA Class A-1 Notes, which bore interest at the three-month LIBOR plus 1.50%;

•$48,000 of Aa2/AA Class A-2 Notes, which bore interest at the three-month LIBOR plus 2.40%;

•$23,000 of A2/A Class B Notes, which bore interest at the three-month LIBOR plus 3.45%;

•$27,000 of Baa2/BBB- Class C Notes which bore interest at the three-month LIBOR plus 4.55%; and

•$21,000 of Ba2/BB- Class D Notes which bore interest at the three-month LIBOR plus 8.03%.

The 2019-2 Notes were fully redeemed during the ~~three months~~year ended ~~September 30, 2021. As of~~ December 31, ~~2020, the outstanding balance of the 2019-2 Notes was $255,832.~~2021. As of the redemption date and as of December 31, ~~2020,~~2021, the 2019-2 Issuer was in compliance with all covenants and other requirements of the indenture.

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. Middle Market Credit Fund II, LLC (“Credit Fund II”) primarily invests in senior secured loans of middle market companies. Credit Fund II is managed by a four-member board, on which the Company and CCLF have equal representation. Establishing a quorum for Credit Fund II's board requires at least one of the Company's representatives and one of CCLF's representatives. The Company and CCLF have 84.13% and 15.87% economic ownership of Credit Fund II, respectively. By virtue of its membership interest, each of the Company and CCLF indirectly bears an allocable share of all expenses and other obligations of Credit Fund II.

Credit Fund II is expected to make only limited new investments in senior secured loans of middle market companies. Portfolio and investment decisions with respect to Credit Fund II must be unanimously approved by a quorum of Credit Fund II’s board members consisting of at least one of the Company's representatives and one of CCLF's representatives. Therefore, although the Company owns more than 25% of the voting securities of Credit Fund II, the Company does not believe that it has control over Credit Fund (other than for purposes of the Investment Company Act).

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.

Credit Fund II Senior Notes

On November 3, 2020 and as amended on December 29, 2021, Credit Fund II Sub closed on the Credit Fund II Senior Notes (the “Credit Fund II Senior Notes”) with lenders. The Credit Fund II Senior Notes provides for secured borrowings totaling $157,500 with two tranches, A-1 and A-2 outstanding. The facility is secured by a first lien security interest in substantially all of the portfolio investments held by Credit Fund II Sub. The maturity date of the Credit Fund II Senior Notes Sub Facility is November 3, 2030. Amounts issued for the Class A-1 notes ~~(the "A-1 Notes")~~ totaled $147,500 and bear interest at a rate of ~~LIBOR~~Term SOFR plus 2.85% (LIBOR plus 2.70% prior to the June 30, 2022 amendment), and amounts issued for the Class A-2 notes ~~(the "A-2 Notes")~~ totaled $10,000 and bear interest at LIBOR plus 3.20% Term SOFR plus 3.35% (LIBOR plus 3.20% prior to the June 30, 2022 amendment). The A-1 Notes were rated AAA, and the A-2 Notes were rated AA by DBRS Morningstar. The terms of the Credit Fund II Senior Notes provide that as loans pay down, up to ~~$50,000~~$100,000 is available from principal proceeds for reinvestment ($50,000 prior to the June 30, 2022 amendment), and then the investment principal proceeds are used to directly pay down the principal balance on the Credit Fund II Senior Notes. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, Credit Fund II Sub was in compliance with all covenants and other requirements of its respective credit agreements.

Selected Financial Data

As of
September 30, 2021 December 31, 2020
(unaudited)
ASSETS
Investments, at fair value (amortized cost of $243,412 and $245,312, respectively) $ 244,388 $ 246,421
Cash, cash equivalents and restricted cash (1)
3,139 1,385
Other assets 7,003 3,436
Total assets $ 254,530 $ 251,242
LIABILITIES AND MEMBERS’ EQUITY
Notes payable, net of unamortized debt issuance costs of $820 and $875, respectively $ 156,679 $ 156,625
Other liabilities 4,999 2,675
Total members' equity (2)
92,852 91,942
Total liabilities and members’ equity $ 254,530 $ 251,242

100


	As of
	September 30, 2022		December 31, 2021
	(unaudited)
ASSETS
Investments, at fair value (amortized cost of $241,485 and $238,615, respectively)	$	238,651	$	239,289
Cash, cash equivalents and restricted cash (1)	10,514		10,092
Other assets	4,125		5,606
Total assets	$	253,290	$	254,987
LIABILITIES AND MEMBERS’ EQUITY

Notes payable, net of unamortized debt issuance costs of $746 and $802, respectively	$	156,754	$	156,698
Other liabilities	7,350		5,557





Total members' equity (2)	89,186		92,732
Total liabilities and members’ equity	$	253,290	$	254,987

(1) As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, all of Credit Fund II's cash and cash equivalents was restricted.


		For the three month period ended		For the nine month period ended		For the three month periods ended		For the nine month periods ended
		September 30, 2021			September 30, 2021			September 30, 2022		September 30, 2021		September 30, 2022	September 30, 2021
		(unaudited)			(unaudited)			(unaudited)				(unaudited)
Selected Consolidated Statement of Operations Information:	Selected Consolidated Statement of Operations Information:						Selected Consolidated Statement of Operations Information:
Total investment income	Total investment income	$	4,838		14,205		Total investment income	$	5,183	$	4,838	14,263	$	14,205
Expenses	Expenses						Expenses
Interest and credit facility expenses	Interest and credit facility expenses	1,190			3,588		Interest and credit facility expenses	2,076		1,190		4,756	3,588
Other expenses	Other expenses	177			558		Other expenses	199		177		545	558
Total expenses	Total expenses	1,367			4,146		Total expenses	2,275		1,367		5,301	4,146
Net investment income (loss)	Net investment income (loss)	3,471			10,059		Net investment income (loss)	2,908		3,471		8,962	10,059
Net realized gain (loss) on investments		—			—

Net change in unrealized appreciation (depreciation) on investments	Net change in unrealized appreciation (depreciation) on investments	(850)			(138)		Net change in unrealized appreciation (depreciation) on investments	(908)		(850)		(3,508)	(138)
Net increase (decrease) resulting from operations	Net increase (decrease) resulting from operations	$	2,621		9,921		Net increase (decrease) resulting from operations	$	2,000	$	2,621	5,454	$	9,921

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 September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		As of							As of
		September 30, 2021			December 31, 2020				September 30, 2022			December 31, 2021
Senior secured loans (1)	Senior secured loans (1)	$	245,584		$	248,172		Senior secured loans (1)	$	244,688		$	240,878
Weighted average yields of senior secured loans based on amortized cost (2)	Weighted average yields of senior secured loans based on amortized cost (2)	7.32		%	7.32		%	Weighted average yields of senior secured loans based on amortized cost (2)	9.57		%	7.26		%
Weighted average yields of senior secured loans based on fair value (2)	Weighted average yields of senior secured loans based on fair value (2)	7.29		%	7.29		%	Weighted average yields of senior secured loans based on fair value (2)	9.68		%	7.24		%
Number of portfolio companies in Credit Fund II	Number of portfolio companies in Credit Fund II	36			44			Number of portfolio companies in Credit Fund II	34			36
Average amount per portfolio company (1)	Average amount per portfolio company (1)	$	6,822		$	5,640		Average amount per portfolio company (1)	$	7,197		$	6,691
Percentage of portfolio at floating interest rates (3) (4)	Percentage of portfolio at floating interest rates (3) (4)	97.8		%	99.1		%	Percentage of portfolio at floating interest rates (3) (4)	97.8		%	97.7		%
Percentage of portfolio at fixed interest rates (4)	Percentage of portfolio at fixed interest rates (4)	2.2		%	0.9		%	Percentage of portfolio at fixed interest rates (4)	2.2		%	2.3		%
Fair value of loans with PIK provisions	Fair value of loans with PIK provisions	$	17,440		$	9		Fair value of loans with PIK provisions	$	11,894		$	17,453
Percentage of portfolio with PIK provisions (4)	Percentage of portfolio with PIK provisions (4)	7.1		%	3.6		%	Percentage of portfolio with PIK provisions (4)	5.0		%	7.3		%

(1)At par/principal amount.

101

as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at fair value included in such securities. Weighted average yield on debt and income producing securities at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned on accruing debt included in such securities, divided by (b) total first lien and second lien debt at amortized cost included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(3)Floating rate debt investments are generally subject to interest rate floors.

(4)Percentages based on fair value.


Consolidated Schedule of Investments as of September 30, 2021
Consolidated Schedule of Investments as of September 30, 2022														Consolidated Schedule of Investments as of September 30, 2022
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		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 (89.2% of fair value)
First Lien Debt (89.5% of fair value)														First Lien Debt (89.5% of fair value)
Airnov, Inc.	Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	L + 5.00%	6.00%	12/19/2025	$	9,971	$	9,955	$	9,971	Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.00%	8.58%	12/19/2025	$	9,870	$	9,858	$	9,833
Alpine SG, LLC		^	(2)(3)	High Tech Industries	L + 5.75%	6.75%	11/16/2022	4,411		4,398		4,364
Alpine Acquisition Corp II														Alpine Acquisition Corp II	^	(2)(3)(7)	Transportation: Cargo	SOFR	5.50%	8.42%	11/30/2026	3,300		3,190		3,181
American Physician Partners, LLC	American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	L + 6.75%, 1.50% PIK	9.25%	12/21/2021	8,575		8,565		8,575		American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.75%, 3.50% PIK	13.39%	10/21/2022	8,968		8,968		8,939
AMS Group HoldCo, LLC		^	(2)(3)	Transportation: Cargo	L + 6.00%	7.00%	9/29/2023	7,068		7,013		7,068
Appriss Health, LLC														Appriss Health, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	7.25%	9.93%	5/6/2027	7,512		7,379		7,338
Apptio, Inc.	Apptio, Inc.	^	(2)(3)	Software	L + 7.25%	8.25%	1/10/2025	5,357		5,290		5,397		Apptio, Inc.	^	(2)(3)	Software	LIBOR	6.00%	8.46%	1/10/2025	5,357		5,309		5,357
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	L + 6.00%	7.00%	12/24/2026	$	4,367	$	4,280	$	3,966	Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	LIBOR	6.00%	8.78%	12/24/2026	4,322		4,250		4,065
Avenu Holdings, LLC		^	(2)(3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2024	990		982		990
BMS Holdings III Corp.	BMS Holdings III Corp.	^	(2)(3)	Construction & Building	L + 5.50%	6.50%	9/30/2026	3,283		3,222		3,249		BMS Holdings III Corp.	^	(2)(3)	Construction & Building	LIBOR	5.50%	9.17%	9/30/2026	3,250		3,199		3,204
Captive Resources Midco, LLC		^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	5/31/2025	8,192		8,103		8,194
Chartis Holding, LLC	Chartis Holding, LLC	^	(2)(3)	Business Services	L + 5.50%	6.50%	5/1/2025	9,949		9,931		9,949		Chartis Holding, LLC	^	(2)(3)	Business Services	LIBOR	5.25%	6.38%	5/1/2025	9,848		9,835		9,796
Comar Holding Company, LLC	Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	L + 5.75%	6.75%	6/18/2024	8,732		8,646		8,726		Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.75%	9.39%	6/18/2024	8,642		8,588		8,269
Cority Software Inc. (Canada)	Cority Software Inc. (Canada)	^	(2)(3)	Software	L + 5.00%	6.00%	7/2/2026	8,733		8,607		8,733		Cority Software Inc. (Canada)	^	(2)(3)	Software	SOFR	5.50%	7.78%	7/2/2026	8,646		8,543		8,569
Ethos Veterinary Health LLC		^	(2)(3)	Consumer Services	L + 4.75%	4.83%	5/15/2026	8,146		8,089		8,146
Dwyer Instruments, Inc.														Dwyer Instruments, Inc.	^	(2)(3)	Capital Equipment	LIBOR	6.00%	9.38%	7/21/2027	9,939		9,885		9,797
EvolveIP, LLC	EvolveIP, LLC	^	(2)(3)	Telecommunications	L + 5.75%	6.75%	6/7/2023	8,733		8,721		8,733		EvolveIP, LLC	^	(2)(3)(7)	Telecommunications	SOFR	5.50%	9.20%	6/7/2025	8,643		8,639		8,508
Harbour Benefit Holdings, Inc.														Harbour Benefit Holdings, Inc.	^	(2)(3)	Business Services	LIBOR	5.25%	8.79%	12/13/2024	9,926		9,903		9,891
Hoosier Intermediate, LLC														Hoosier Intermediate, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	5.50%	8.56%	11/15/2028	6,463		6,270		6,135
Integrity Marketing Acquisition, LLC														Integrity Marketing Acquisition, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.75%	8.85%	8/27/2025	4,883		4,718		4,655
Integrity Marketing Acquisition, LLC														Integrity Marketing Acquisition, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.50%	8.00%	8/27/2025	4,546		4,366		4,321
K2 Insurance Services, LLC	K2 Insurance Services, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.00%	6.00%	7/1/2026	9,034		8,926		8,913		K2 Insurance Services, LLC	^	(2)(3)	Diversified Financial Services	LIBOR	5.00%	8.63%	7/1/2026	8,944		8,850		8,911
Kaseya, Inc.		^	(2)(3)	High Tech Industries	L + 4.00%, 3.00% PIK	8.00%	5/3/2025	9,023		8,910		8,865
Material Holdings, LLC														Material Holdings, LLC	^	(2)(3)	Business Services	SOFR	6.00%	9.64%	8/19/2027	7,920		7,846		7,561
Maverick Acquisition, Inc.														Maverick Acquisition, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	6.25%	9.92%	6/1/2027	7,920		7,774		7,069
NMI AcquisitionCo, Inc.														NMI AcquisitionCo, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.75%	8.87%	9/6/2025	8,640		8,640		8,435
PF Atlantic Holdco 2, LLC														PF Atlantic Holdco 2, LLC	^	(2)(3)	Leisure Products & Services	LIBOR	5.50%	8.77%	11/12/2027	9,975		9,669		9,802
QW Holding Corporation														QW Holding Corporation	^	(2)(3)	Environmental Industries	LIBOR	5.50%	8.05%	8/31/2026	9,973		9,825		9,796
Riveron Acquisition Holdings, Inc.														Riveron Acquisition Holdings, Inc.	^	(2)(3)	Diversified Financial Services	LIBOR	5.75%	9.42%	5/22/2025	8,111		8,032		8,111
RSC Acquisition, Inc.														RSC Acquisition, Inc.	^	(2)(3)(7)	Diversified Financial Services	SOFR	5.50%	8.38%	11/1/2026	8,337		8,231		7,983
TCFI Aevex LLC														TCFI Aevex LLC	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	8.69%	3/18/2026	1,688		1,667		1,407
Turbo Buyer, Inc.														Turbo Buyer, Inc.	^	(2)(3)	Automotive	LIBOR	6.00%	8.88%	12/2/2025	8,029		7,913		7,870

~~100~~102

Consolidated Schedule of Investments as of September 30, 2021
Investments (1)
Footnotes Industry
Reference Rate & Spread (2)
Interest Rate (2)
Maturity Date Par/ Principal Amount
Amortized Cost (4)
Fair Value (5)
Mailgun Technologies, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 3/26/2025 $ 8,414 $ 8,304 $ 8,414
National Technical Systems, Inc. ^ (2)(3) Aerospace & Defense L + 5.50% 6.50% 6/12/2023 8,756 8,740 8,822
NMI AcquisitionCo, Inc. ^ (2)(3) High Tech Industries L + 5.00% 6.00% 9/6/2023 8,731 8,693 8,600
Redwood Services Group, LLC ^ (2)(3) High Tech Industries L + 6.00% 7.00% 6/6/2023 8,760 8,744 8,760
Reladyne, Inc. ^ (2)(3) Wholesale L + 5.00% 6.00% 7/22/2024 6,451 6,423 6,356
Riveron Acquisition Holdings, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.75% 6.75% 5/22/2025 8,194 8,088 8,194
RSC Acquisition, Inc. ^ (2)(3) Banking, Finance, Insurance & Real Estate L + 5.50% 6.50% 11/1/2026 8,422 8,293 8,422
Smile Doctors, LLC ^ (2)(3) Healthcare & Pharmaceuticals L + 6.00% 7.00% 10/6/2022 6,460 6,459 6,460
Superior Health Linens, LLC ^ (2)(3) Business Services L + 6.50% 7.50% 12/31/2021 6,924 6,924 6,924
T2 Systems, Inc. ^ (2)(3) Transportation: Consumer L + 6.75% 7.75% 9/28/2022 8,731 8,681 8,731
TCFI Aevex LLC ^ (2)(3) Aerospace & Defense L + 6.00% 7.00% 3/18/2026 1,705 1,679 1,539
Turbo Buyer, Inc. ^ (2)(3) Automotive L + 5.75% 6.75% 12/2/2025 8,113 7,962 7,950
US INFRA SVCS Buyer, LLC ^ (2)(3) Environmental Industries L + 6.50% 7.50% 4/13/2026 3,275 3,223 3,208
Zemax Software Holdings, LLC ^ (2)(3) Software L + 5.75% 6.75% 6/25/2024 4,353 4,324 4,353
Zenith Merger Sub, Inc. ^ (2)(3) Business Services L + 5.25% 6.25% 12/13/2023 7,386 7,361 7,386
First Lien Debt Total $ 217,536 $ 217,958
Second Lien Debt (10.8% of fair value)
AI Convoy S.A.R.L (United Kingdom) ^ (2)(3) Aerospace & Defense L + 8.25% 9.25% 1/17/2028 $ 5,514 $ 5,410 $ 5,720
AQA Acquisition Holdings, Inc. ^ (2)(3) High Tech Industries L + 7.50% 8.00% 3/3/2029 5,000 4,878 4,934
Quartz Holding Company ^ (2)(3) Software L + 8.00% 8.09% 4/2/2027 4,852 4,779 4,852
Tank Holding Corp. ^ (2)(3) Capital Equipment L + 8.25% 8.45% 3/26/2027 5,514 5,444 5,569
World 50, Inc. ^ (6) Business Services 0.115 11.50% 1/9/2027 5,465 5,365 5,355
Second Lien Debt Total $ 25,876 $ 26,430
Total Investments $ 243,412 $ 244,388


Consolidated Schedule of Investments as of September 30, 2022
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. Legal Support, Inc.	^	(2)(3)(7)	Business Services	SOFR	5.75%	9.29%	11/30/2024	$	6,186	$	6,178	$	6,082
US INFRA SVCS Buyer, LLC	^	(2)(3)	Environmental Industries	LIBOR	6.50%, 0.25% PIK	8.78%	4/13/2026	3,111		3,071		2,955
Westfall Technik, Inc.	^	(2)(3)	Chemicals, Plastics & Rubber	SOFR	6.25%	9.80%	9/13/2024	6,433		6,374		6,304
Wineshipping.com LLC	^	(2)(3)	Beverage & Food	LIBOR	5.75%	7.63%	10/29/2027	9,975		9,618		9,483


















First Lien Debt Total										$	216,588	$	213,627
Second Lien Debt (10.5% of fair value)
AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)	Aerospace & Defense	LIBOR	8.25%	9.80%	1/17/2028	$	5,514	$	5,422	$	5,734
AP Plastics Acquisition Holdings, LLC	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	7.50%	10.49%	8/10/2029	4,500		4,417		4,406
AQA Acquisition Holdings, Inc.	^	(2)(3)	High Tech Industries	LIBOR	7.50%	10.57%	3/3/2029	5,000		4,890		4,843
Quartz Holding Company	^	(2)(3)	Software	LIBOR	8.00%	11.12%	4/2/2027	4,852		4,789		4,821
World 50, Inc.	^	(6)	Business Services	FIXED	11.50%	11.50%	1/9/2027	5,465		5,379		5,220





Second Lien Debt Total										$	24,897	$	25,024
Total Investments										$	241,485	$	238,651

(1) Unless otherwise indicated, issuers of investments held by Credit Fund II are domiciled in the United States. As of September 30, ~~2021,~~2022, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, ~~1.6%~~1.7% in Luxembourg, ~~2.3%~~2.4% in the United Kingdom and ~~92.5%~~92.3% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR, 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, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, ~~2021.~~2022. As of September 30, ~~2021,~~2022, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at ~~0.08%~~3.14%, the 90-day LIBOR at ~~0.13% and~~3.75%, the 180-day LIBOR at ~~0.16%~~4.23%, the 30-day SOFR at 3.04%, and the 90-day SOFR at 3.59%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(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 ranges from 0.10% to 0.25%.

~~101~~103


Consolidated Schedule of Investments as of December 31, 2020
Consolidated Schedule of Investments as of December 31, 2021														Consolidated Schedule of Investments as of December 31, 2021
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		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 (90.1% of fair value)
First Lien Debt (87.0% of fair value)														First Lien Debt (87.0% of fair value)
Airnov, Inc.	Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	L + 5.25%	6.25%	12/19/2025	$	1,500	$	1,481	$	1,501	Airnov, Inc.	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.00%	6.00%	12/19/2025	$	9,946	$	9,930	$	9,946
Alpine SG, LLC		^	(2)(3)	High Tech Industries	L + 5.75%	6.75%	11/16/2022	4,411		4,390		4,378
American Physician Partners, LLC	American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	L + 6.75%	7.75%	12/21/2021	8,725		8,679		8,265		American Physician Partners, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	6.75%, 1.50% PIK	9.25%	2/21/2022	8,415		8,415		8,415
AMS Group HoldCo, LLC		^	(2)(3)	Transportation: Cargo	L + 6.50%	7.50%	9/29/2023	8,182		8,096		8,079
Appriss Health, LLC														Appriss Health, LLC	^	(2)(3)	Healthcare & Pharmaceuticals	LIBOR	7.25%	8.25%	5/6/2027	1,197		1,178		1,198
Apptio, Inc.	Apptio, Inc.	^	(2)(3)	Software	L + 7.25%	8.25%	1/10/2025	5,357		5,278		5,437		Apptio, Inc.	^	(2)(3)	Software	LIBOR	7.25%	8.25%	1/10/2025	5,357		5,295		5,357
Aurora Lux FinCo S.Á.R.L. (Luxembourg)	Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	L + 5.75%	6.75%	12/24/2026	4,400		4,303		4,018		Aurora Lux FinCo S.Á.R.L. (Luxembourg)	^	(2)(3)	Software	LIBOR	6.00%	7.00%	12/24/2026	4,355		4,273		3,924
Avenu Holdings, LLC	Avenu Holdings, LLC	^	(2)(3)	Sovereign & Public Finance	L + 5.25%	6.25%	9/28/2024	997		987		997		Avenu Holdings, LLC	^	(2)(3)	Sovereign & Public Finance	LIBOR	5.25%	6.25%	9/28/2024	987		980		987
BMS Holdings III Corp.	BMS Holdings III Corp.	^	(2)(3)	Construction & Building	L + 5.25%	6.25%	9/30/2026	3,308		3,239		3,270		BMS Holdings III Corp.	^	(2)(3)	Construction & Building	LIBOR	5.50%	6.50%	9/30/2026	3,275		3,216		3,224
Captive Resources Midco, LLC	Captive Resources Midco, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	5/31/2025	8,406		8,297		8,463		Captive Resources Midco, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	5/31/2027	8,193		8,108		8,147
Chartis Holding, LLC	Chartis Holding, LLC	^	(2)(3)	Business Services	L + 5.50%	6.50%	5/1/2025	1,496		1,474		1,497		Chartis Holding, LLC	^	(2)(3)	Business Services	LIBOR	5.50%	6.50%	5/1/2025	9,924		9,907		9,924
Comar Holding Company, LLC	Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	L + 5.50%	6.50%	6/18/2024	8,799		8,692		8,832		Comar Holding Company, LLC	^	(2)(3)	Containers, Packaging & Glass	LIBOR	5.75%	6.75%	6/18/2024	8,710		8,632		8,536
Cority Software Inc. (Canada)	Cority Software Inc. (Canada)	^	(2)(3)	Software	L + 5.25%	6.25%	7/2/2026	8,800		8,655		8,862		Cority Software Inc. (Canada)	^	(2)(3)	Software	LIBOR	5.00%	6.00%	7/2/2026	8,712		8,591		8,707
Ensono, LP		^	(2)(3)	Telecommunications	L + 5.25%	5.40%	6/27/2025	6,292		6,246		6,245
Dwyer Instruments, Inc														Dwyer Instruments, Inc	^	(2)(3)	Capital Equipment	LIBOR	5.50%	6.25%	7/21/2027	10,000		9,939		9,974
Ethos Veterinary Health LLC	Ethos Veterinary Health LLC	^	(2)(3)	Consumer Services	L + 4.75%	4.90%	5/15/2026	8,182		8,117		8,070		Ethos Veterinary Health LLC	^	(2)(3)	Consumer Services	LIBOR	4.75%	4.85%	5/15/2026	8,134		8,080		8,134
EvolveIP, LLC	EvolveIP, LLC	^	(2)(3)	Telecommunications	L + 5.75%	6.75%	6/7/2023	8,799		8,784		8,790		EvolveIP, LLC	^	(2)(3)	Telecommunications	LIBOR	5.50%	6.50%	6/7/2025	8,710		8,701		8,666
Innovative Business Services, LLC		^	(2)(3)	High Tech Industries	L + 5.50%	6.50%	4/5/2023	2,200		2,162		2,159
Harbour Benefit Holdings, Inc.														Harbour Benefit Holdings, Inc.	^	(2)(3)	Business Services	LIBOR	5.25%	6.25%	12/13/2024	4,717		4,707		4,669
K2 Insurance Services, LLC	K2 Insurance Services, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.00%	6.00%	7/1/2024	6,927		6,827		6,928		K2 Insurance Services, LLC	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.00%	6.00%	7/1/2026	9,012		8,914		8,998
Kaseya, Inc.	Kaseya, Inc.	^	(2)(3)	High Tech Industries	L + 4.00%, 3.00% PIK	8.00%	5/2/2025	8,822		8,688		8,856		Kaseya, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.50%, 1.00% PIK	7.50%	5/3/2025	9,092		8,987		9,038
Mailgun Technologies, Inc.		^	(2)(3)	High Tech Industries	L + 5.00%	6.00%	3/26/2025	8,478		8,347		8,330
Material Holdings, LLC														Material Holdings, LLC	^	(2)(3)	Business Services	LIBOR	5.75%	6.50%	8/19/2027	7,980		7,896		7,891
Maverick Acquisition, Inc.														Maverick Acquisition, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	7.00%	6/1/2027	7,980		7,814		7,808
National Technical Systems, Inc.	National Technical Systems, Inc.	^	(2)(3)	Aerospace & Defense	L + 5.50%	6.50%	6/12/2023	8,800		8,778		8,733		National Technical Systems, Inc.	^	(2)(3)	Aerospace & Defense	LIBOR	5.50%	6.50%	6/12/2023	8,733		8,720		8,733
NMI AcquisitionCo, Inc.	NMI AcquisitionCo, Inc.	^	(2)(3)	High Tech Industries	L + 5.00%	6.00%	9/6/2022	8,799		8,732		8,711		NMI AcquisitionCo, Inc.	^	(2)(3)	High Tech Industries	LIBOR	5.75%	6.50%	9/6/2025	8,708		8,680		8,601
Paramit Corporation		^	(2)(3)	Capital Equipment	L + 4.50%	5.50%	5/3/2025	1,000		992		980
PPC Flexible Packaging, LLC		^	(2)(3)	Containers, Packaging & Glass	L + 6.00%	7.00%	11/23/2024	4,400		4,358		4,386
Redwood Services Group, LLC	Redwood Services Group, LLC	^	(2)(3)	High Tech Industries	L + 6.00%	7.00%	6/6/2023	3,300		3,279		3,291		Redwood Services Group, LLC	^	(2)(3)	High Tech Industries	LIBOR	6.00%	7.00%	6/6/2024	8,736		8,724		8,737
Reladyne, Inc.		^	(2)(3)	Wholesale	L + 5.00%	6.00%	7/22/2022	6,484		6,431		6,514
Riveron Acquisition Holdings, Inc.	Riveron Acquisition Holdings, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.75%	6.75%	5/22/2025	8,257		8,131		8,312		Riveron Acquisition Holdings, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.75%	6.75%	5/22/2025	8,173		8,074		8,173
RSC Acquisition, Inc.	RSC Acquisition, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	L + 5.50%	6.50%	11/1/2026	8,487		8,341		8,572		RSC Acquisition, Inc.	^	(2)(3)	Banking, Finance, Insurance & Real Estate	LIBOR	5.50%	6.25%	11/1/2026	8,401		8,277		8,434
Smile Doctors, LLC		^	(2)(3)	Healthcare & Pharmaceuticals	L + 6.00%	7.00%	10/6/2022	6,509		6,507		6,379
Sovos Brands Intermediate, Inc.		^	(2)(3)	Beverage, Food & Tobacco	L + 4.75%	4.96%	11/20/2025	2,200		2,182		2,181
Superior Health Linens, LLC	Superior Health Linens, LLC	^	(2)(3)	Business Services	L + 6.50%	7.50%	9/30/2021	7,199		7,178		7,162		Superior Health Linens, LLC	^	(2)(3)	Business Services	LIBOR	6.50%	7.50%	3/31/2022	6,875		6,875		6,875
T2 Systems, Inc.		^	(2)(3)	Transportation: Consumer	L + 6.75%	7.75%	9/28/2022	8,799		8,713		8,799
TCFI Aevex LLC	TCFI Aevex LLC	^	(2)(3)	Aerospace & Defense	L + 6.00%	7.00%	3/18/2026	1,718		1,688		1,712		TCFI Aevex LLC	^	(2)(3)	Aerospace & Defense	LIBOR	6.00%	7.00%	3/18/2026	1,701		1,676		1,458
TSB Purchaser, Inc.		^	(2)(3)	Media: Advertising, Printing & Publishing	L + 6.00%	7.00%	5/14/2024	8,799		8,663		8,729
Turbo Buyer, Inc.	Turbo Buyer, Inc.	^	(2)(3)	Automotive	L + 5.25%	6.25%	12/2/2025	8,174		8,001		8,249		Turbo Buyer, Inc.	^	(2)(3)	Automotive	LIBOR	6.00%	7.00%	12/2/2025	8,091		7,950		7,929
US INFRA SVCS Buyer, LLC														US INFRA SVCS Buyer, LLC	^	(2)(3)	Environmental Industries	LIBOR	6.50%	7.50%	4/13/2026	3,267		3,217		3,189

~~102~~104


Consolidated Schedule of Investments as of December 31, 2020
Consolidated Schedule of Investments as of December 31, 2021														Consolidated Schedule of Investments as of December 31, 2021
Investments (1)	Investments (1)		Footnotes	Industry	Reference Rate & Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)		Investments (1)		Footnotes	Industry	Reference Rate (2)	Spread (2)	Interest Rate (2)	Maturity Date	Par/ Principal Amount		Amortized Cost (4)		Fair Value (5)
US INFRA SVCS Buyer, LLC		^	(2)(3)	Environmental Industries	L + 6.00%	7.00%	4/13/2026	$	3,300	$	3,240	$	3,292
VRC Companies, LLC		^	(2)(3)	Business Services	L + 6.50%	7.50%	3/31/2023	4,311		4,271		4,311
Zemax Software Holdings, LLC		^	(2)(3)	Software	L + 5.75%	6.75%	6/25/2024	4,400		4,363		4,294
Zenith Merger Sub, Inc.		^	(2)(3)	Business Services	L + 5.25%	6.25%	12/13/2023	4,399		4,370		4,367
USLS Acquisition, Inc.														USLS Acquisition, Inc.	^	(2)(3)	Business Services	LIBOR	5.50%	6.50%	11/30/2024	$	6,234	$	6,223	$	6,165
Westfall Technik, Inc.														Westfall Technik, Inc.	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	5.75%	6.75%	9/13/2024	6,418		6,337		6,359

First Lien Debt Total	First Lien Debt Total									$	220,960	$	221,951	First Lien Debt Total										$	208,316	$	208,196
Second Lien Debt (9.9% of fair value)
Second Lien Debt (13.0%) of fair value)														Second Lien Debt (13.0%) of fair value)
AI Convoy S.A.R.L (United Kingdom)	AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)	Aerospace & Defense	L + 8.25%	9.25%	1/17/2028	$	5,514	$	5,401	$	5,676	AI Convoy S.A.R.L (United Kingdom)	^	(2)(3)	Aerospace & Defense	LIBOR	8.25%	9.25%	1/17/2028	$	5,514	$	5,413	$	5,720
AQA Acquisition Holding, Inc.		^	(2)(3)	High Tech Industries	L + 8.00%	9.00%	5/24/2024	1,000		993		1,000
AP Plastics Acquisition Holdings, LLC														AP Plastics Acquisition Holdings, LLC	^	(2)(3)	Chemicals, Plastics & Rubber	LIBOR	7.50%	8.25%	8/10/2029	4,500		4,410		4,526
AQA Acquisition Holdings, Inc.														AQA Acquisition Holdings, Inc.	^	(2)(3)	High Tech Industries	LIBOR	7.50%	8.00%	3/3/2029	5,000		4,881		5,004
Quartz Holding Company	Quartz Holding Company	^	(2)(3)	Software	L + 8.00%	8.15%	4/2/2027	4,852		4,771		4,815		Quartz Holding Company	^	(2)(3)	Software	LIBOR	8.00%	8.10%	4/2/2027	4,852		4,781		4,852
Tank Holding Corp.	Tank Holding Corp.	^	(2)(3)	Capital Equipment	L + 8.25%	8.40%	3/26/2027	5,514		5,436		5,394		Tank Holding Corp.	^	(2)(3)	Capital Equipment	LIBOR	8.25%	8.35%	3/26/2027	5,514		5,446		5,569
Ultimate Baked Goods MIDCO, LLC		^	(2)(3)	Beverage, Food & Tobacco	L + 8.00%	9.00%	8/9/2026	5,514		5,428		5,257
World 50, Inc.	World 50, Inc.		(6)	Business Services	11.50%	11.50%	1/9/2027	2,365		2,323		2,328		World 50, Inc.	^	(6)	Business Services	FIXED	11.50%	11.50%	1/9/2027	5,465		5,368		5,422

Second Lien Debt Total	Second Lien Debt Total									$	24,352	$	24,470	Second Lien Debt Total										$	30,299	$	31,093
Total Investments	Total Investments									$	245,312	$	246,421	Total Investments										$	238,615	$	239,289

(1) Unless otherwise indicated, issuers of investments held by Credit Fund II are domiciled in the United States. As of December 31, ~~2020,~~2021, the geographical composition of investments as a percentage of fair value was 3.6% in Canada, 1.6% in Luxembourg, ~~2.3%~~2.4% in the United Kingdom and ~~92.5%~~92.4% in the United States. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR or an alternate base rate (commonly based on the Federal Funds Rate or the U.S. Prime Rate), which generally resets quarterly. For each such loan, Credit Fund II has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, ~~2020.~~2021. As of December 31, ~~2020,~~2021, the reference rates for Credit Fund II's variable rate loans were the 30-day LIBOR at ~~0.15%~~0.10%, the 90-day LIBOR at ~~0.25%~~0.22% and the 180-day LIBOR at ~~0.26%~~0.33%.

(3)Loan includes interest rate floor feature, which is generally 1.00%.

(6)Represents a corporate mezzanine loan, which is subordinated to senior secured term loans of the portfolio company.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our common stock and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Credit Facility, as defined below, the issuance of debt, and through securitization of a portion of our existing investments. The primary use of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders and for other general corporate purposes. We believe our current cash position, available capacity on our revolving credit facilities – which is well in excess of our unfunded commitments – and net cash provided by operating activities will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs which may arise at our portfolio companies.

On March 21, 2014, the Company closed on ~~the Credit Facility,~~a senior secured revolving credit facility (the “Credit Facility”), which was subsequently amended on January 8, 2015, May 25, 2016, March 22, 2017, September 25, 2018, June 14, 2019, ~~and~~November 8, 2019, October 28, ~~2020.~~2020, October 11, 2021 and May 25, 2022. The maximum principal amount of the Credit Facility is $688,000, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of the Company’s portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that the Company may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $900,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional

~~103~~

financing. The Credit Facility includes

105

a $50,000 limit for swingline loans and a $20,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by the Company. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

Although we believe that we will remain in compliance, there are no assurances that we will continue to comply with the covenants in the Credit Facility. Failure to comply with these covenants could result in a default under the Credit Facility that, if we were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under the Credit Facility, and thereby have a material adverse impact on our business, financial condition and results of operations. For more information on the Credit Facility, see Note 7 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

On December 30, 2019, the Company closed a private offering of $115.0 million in aggregate principal amount of 4.750% Senior Unsecured Notes due December 31, 2024 (the ~~"2019 Notes"~~“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 senior unsecured notes due December 31, 2024 (the ~~"2020 Notes"~~“2020 Notes”, together with the 2019 Notes, the ~~"Senior Notes"~~“Senior Notes”). The 2020 Notes bear interest at an interest rate of 4.500%. The interest rates of the Senior Notes are subject to increase (up to an additional 1.00% over the stated rate of such notes) in the event that, subject to certain exceptions, the Senior Notes cease to have an investment grade rating. The Senior Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

On June 26, 2015, we completed the 2015-1 Debt Securitization. The 2015-1 Notes were issued by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of us. On August 30, 2018, the 2015-1 Issuer refinanced the 2015-1 Debt Securitization (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the 2015-1 Notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes are secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. On the closing date of the 2015-1 Debt Securitization Refinancing, the 2015-1 Issuer, among other things:

(c) refinanced the issued Class A-1C Notes by redeeming in full the Class A-1C Notes and issuing new AAA Class A-1-3-R Notes in an aggregate principal amount of $25,000 which bear interest at 4.56%;

(f) reduced the 2015-1 Issuer Preferred Interests by approximately $21,375 from a nominal value of $125,900 to approximately $104,525 at close; and

(g) extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to October 15, 2023 and October 15, 2031, respectively. ~~In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer.~~

In connection with the contribution, we have made customary representations, warranties and covenants to the 2015-1 Issuer. The Class A-1-1-R, Class A-1-2-R, Class A-1-3-R, Class A-2-R, Class B and Class C Notes are included in the consolidated financial statements included in Part I, Item 1 of this Form 10-Q. The 2015-1 Issuer Preferred Interests were eliminated in consolidation. For more information on the 2015-1R Notes, see Note 8 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

~~104~~106

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$46,164~~$68,644 and ~~$68,419,~~$93,074, respectively, in cash, cash equivalents and restricted cash. The Credit Facility consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021									September 30, 2022
		Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)			Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

Credit Facility	Credit Facility	$	688,000	$	425,545	$	262,455	$	261,252	Credit Facility	$	688,000	$	423,959	$	264,041	$	265,350
Total	Total	$	688,000	$	425,545	$	262,455	$	261,252	Total	$	688,000	$	423,959	$	264,041	$	265,350


		December 31, 2020									December 31, 2021
		Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)			Total Facility		Borrowings Outstanding		Unused Portion (1)		Amount Available (2)

Credit Facility	Credit Facility	688,000		347,949		340,051		207,365		Credit Facility	688,000		407,655		280,345		280,706
Total	Total	$	688,000	$	347,949	$	340,051	$	207,365	Total	$	688,000	$	407,655	$	280,345	$	280,706

(1)The unused portion is the amount upon which commitment fees are based.

(2)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

The following were the carrying values (before debt issuance costs) and fair values of the Company’s 2015-1R Notes as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021				December 31, 2020					September 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
2015-1R Notes										2015-1R Notes	Carrying Value		Fair Value		Carrying Value		Fair Value
Aaa/AAA Class A-1-1-R Notes	Aaa/AAA Class A-1-1-R Notes	$	234,800	$	234,917	$	234,800	$	230,996	Aaa/AAA Class A-1-1-R Notes	$	234,800	$	227,592	$	234,800	$	234,941
Aaa/AAA Class A-1-2-R Notes	Aaa/AAA Class A-1-2-R Notes	50,000		50,000		50,000		49,645		Aaa/AAA Class A-1-2-R Notes	50,000		48,710		50,000		50,075
Aaa/AAA Class A-1-3-R Notes	Aaa/AAA Class A-1-3-R Notes	25,000		25,038		25,000		25,017		Aaa/AAA Class A-1-3-R Notes	25,000		23,595		25,000		24,680
AA Class A-2-R Notes	AA Class A-2-R Notes	66,000		66,007		66,000		64,895		AA Class A-2-R Notes	66,000		63,327		66,000		66,003
A Class B Notes	A Class B Notes	46,400		46,405		46,400		45,291		A Class B Notes	46,400		45,296		46,400		46,430
BBB- Class C Notes	BBB- Class C Notes	27,000		26,849		27,000		24,592		BBB- Class C Notes	27,000		26,123		27,000		26,714
Total	Total	$	449,200	$	449,216	$	449,200	$	440,436	Total	$	449,200	$	434,643	$	449,200	$	448,843

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had a combined ~~$1,064,745~~$1,063,159 and ~~$987,149,~~$1,046,855, respectively, of outstanding consolidated indebtedness under the Credit Facility, the 2015-1R Notes and the Senior Notes. Our annualized interest cost as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, was ~~2.73%~~4.45% and ~~2.89%~~2.75%, excluding fees (such as fees on undrawn amounts and amortization of upfront fees). For the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, we incurred ~~$7,519~~$11,491 and ~~$7,291,~~$7,519, respectively, of interest expense and ~~$435~~$446 and ~~$728,~~$435, respectively, of ~~unused commitment~~credit facility fees. For the nine month periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, we incurred ~~$21,549~~$27,172 and ~~$28,913,~~$21,549, respectively, of interest expense and ~~$1,459~~$1,551 and ~~$2,106,~~$1,459, respectively, of ~~unused commitment~~credit facility fees.

Equity Activity

Common shares issued and outstanding as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~53,714,444~~51,616,772 and ~~55,320,309,~~53,142,454, respectively.

The following table summarizes activity in the number of shares of our common stock outstanding during the nine month periods ended September 30, ~~2021~~2022 and ~~2020:~~2021:


		For the nine month periods ended			For the nine month periods ended
		September 30, 2021	September 30, 2020		September 30, 2022	September 30, 2021
Common shares outstanding, beginning of period	Common shares outstanding, beginning of period	55,320,309	57,763,811	Common shares outstanding, beginning of period	53,142,454	55,320,309

Repurchase of common stock (1)	Repurchase of common stock (1)	(1,605,865)	(1,455,195)	Repurchase of common stock (1)	(1,525,682)	(1,605,865)
Common shares outstanding, end of period	Common shares outstanding, end of period	53,714,444	56,308,616	Common shares outstanding, end of period	51,616,772	53,714,444

(1)See Note 10 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional information regarding the Company Stock Repurchase Program.

~~105~~107

On May 5, 2020, we issued and sold 2,000,000 shares of Preferred Stock, par value $0.01, to an affiliate of Carlyle in a private placement at a price of $25 per share. Shares of Preferred Stock issued and outstanding were 2,000,000 as of both September 30, ~~2021~~2022 and December 31, ~~2020.~~

~~Contractual Obligations~~

~~A summary of our significant contractual payment obligations was as follows as of September 30, 2021 and December 31, 2020:~~

As of
Payment Due by Period September 30, 2021 December 31, 2020
Less than 1 Year $ — $ —
1-3 Years (1)
— —
3-5 Years (1)
615,545 537,949
More than 5 Years (2)
449,200 449,200
Total $ 1,064,745 $ 987,149

~~(1) Includes amounts outstanding under the Credit Facility and Senior Notes.~~

~~(2) Includes amounts outstanding under the 2015-1R Notes.~~2021.

OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in these consolidated financial statements as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 in Part I, Item 1 of this Form 10-Q for any such exposure.

We have in the past, currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

We had the following unfunded commitments to fund delayed draw and revolving senior secured loans as of the indicated dates:


		Principal Amount as of					Principal Amount as of
		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Unfunded delayed draw commitments	Unfunded delayed draw commitments	$	99,450	$	73,292	Unfunded delayed draw commitments	$	111,141	$	112,985
Unfunded revolving commitments	Unfunded revolving commitments	83,539		76,216		Unfunded revolving commitments	74,804		67,513
Total unfunded commitments	Total unfunded commitments	$	182,989	$	149,508	Total unfunded commitments	$	185,945	$	180,498

Pursuant to an undertaking by us in connection with the 2015-1 Debt Securitization, we 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 remains outstanding. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we were in compliance with this undertaking.

DIVIDENDS AND DISTRIBUTIONS

Prior to July 5, 2017, we had an “opt in” dividend reinvestment plan in respect of our common stock. Effective on July 5, 2017, we converted our “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our common stockholders, other than those common stockholders who have “opted out” of the plan. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution on our common stock, our common stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. Each registered common stockholder may elect to have such common stockholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered common stockholder that does not so elect, distributions on such common stockholder’s shares will be reinvested by State Street Bank and Trust Company, our plan administrator, in additional shares of common ~~shares.~~stock. The number of common shares to be issued to the common stockholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable

~~106~~

withholding taxes. We intend to use primarily newly issued shares of common ~~shares~~stock to implement the plan so long as the market value per share is equal to or greater than the net asset value per share on the relevant valuation date. If the market value per share is less than the net asset value per share on the relevant valuation date, the plan administrator would implement the plan through the purchase of common stock on behalf of participants in the open market, unless we instruct the plan administrator otherwise.

108

The following table summarizes the Company's dividends declared per share of common stock during the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Per Share Amount

Date Declared

Record Date

Payment Date

Per Share Amount

2019

February 22, 2019

March 29, 2019

April 17, 2019

0.37

May 6, 2019

June 28, 2019

July 17, 2019

0.37

June 17, 2019

June 28, 2019

July 17, 2019

0.08

(1)

August 5, 2019

September 30, 2019

October 17, 2019

0.37

November 4, 2019

December 31, 2019

January 17, 2020

0.37

December 12, 2019

December 31, 2019

January 17, 2020

0.18

(1)

Total

1.74

2020

February 24, 2020

March 31, 2020

April 17, 2020

0.37

February 24, 2020

March 31, 2020

April 17, 2020

0.37

May 4, 2020

June 30, 2020

July 17, 2020

0.37

May 4, 2020

June 30, 2020

July 17, 2020

0.37

August 3, 2020

September 30, 2020

October 16, 2020

0.32

(2)

August 3, 2020

September 30, 2020

October 16, 2020

0.32

(2)

August 3, 2020

September 30, 2020

October 16, 2020

0.05

(1)

August 3, 2020

September 30, 2020

October 16, 2020

0.05

(1)

November 2, 2020

December 31, 2020

January 15, 2021

0.32

November 2, 2020

December 31, 2020

January 15, 2021

0.32

November 2, 2020

December 31, 2020

January 15, 2021

0.04

(1)

November 2, 2020

December 31, 2020

January 15, 2021

0.04

(1)

Total

1.47

Total

1.47

2021

February 22, 2021

March 31, 2021

April 16, 2021

0.32

February 22, 2021

March 31, 2021

April 16, 2021

0.32

February 22, 2021

March 31, 2021

April 16, 2021

0.05

(1)

February 22, 2021

March 31, 2021

April 16, 2021

0.05

(1)

May 3, 2021

June 30, 2021

July 15, 2021

0.32

May 3, 2021

June 30, 2021

July 15, 2021

0.32

May 3, 2021

June 30, 2021

July 15, 2021

0.04

(1)

May 3, 2021

June 30, 2021

July 15, 2021

0.04

(1)

August 2, 2021

September 30, 2021

October 15, 2021

0.32

August 2, 2021

September 30, 2021

October 15, 2021

0.32

August 2, 2021

September 30, 2021

October 15, 2021

0.06

(1)

August 2, 2021

September 30, 2021

October 15, 2021

0.06

(1)

November 1, 2021

December 31, 2021

January 14, 2022

0.32

November 1, 2021

December 31, 2021

January 14, 2022

0.07

(1)

Total

1.11

Total

1.50

2022

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

(2)

August 8, 2022

September 30, 2022

October 14, 2022

0.06

(1)

Total

1.20

(1)Represents a special/supplemental dividend.

~~107~~109

Our Preferred Stock has a liquidation preference equal to $25 per share (the ~~"Liquidation Preference"~~“Liquidation Preference”) plus any accumulated but unpaid dividends up to but excluding the date of distribution. Dividends on our Preferred Stock 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 our option, 9.00% per annum of the Liquidation Preference payable in additional shares of Preferred Stock.

The following table summarizes the Company's dividends declared per share of ~~preferred stock~~Preferred Stock during the ~~prior year~~two most recent fiscal years and the current fiscal year to date. Unless otherwise noted, dividends declared were paid in cash.

Date Declared

Record Date ~~Declared~~

~~Record~~Payment Date

~~Payment Date~~

Per Share Amount

2020

June 30, 2020

September 30, 2020

0.277

September 30, 2020

0.423

December 31, 2020

0.438

Total

1.138

2021

March 31, 2021

0.438

June 30, 2021

0.438

September 30, 2021

0.438

December 29, 2021

December 31, 2021

0.438

Total

1.752

2022

March 25, 2022

March 31, 2022

0.438

June 27, 2022

June 30, 2022

0.438

September 22, 2022

September 30, 2022

0.438

Total

1.314

ASSET COVERAGE

In accordance with the Investment Company Act, a BDC is only allowed to borrow amounts such that its “asset coverage,” as defined in the Investment Company Act, satisfies the minimum asset coverage ratio specified in the Investment Company Act after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the Investment Company Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

Prior to March 23, 2018, BDCs were required to maintain a minimum asset coverage ratio of 200%. On March 23, 2018, an amendment to Section 61(a) of the Investment Company Act was signed into law to permit BDCs to reduce the minimum asset coverage ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. Under the 200% minimum asset coverage ratio, BDCs are permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, BDCs are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the Investment Company Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.

On April 9, 2018 and June 6, 2018, the Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act), and the stockholders of the Company, respectively, approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the Investment Company Act. As a result, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of June 7, 2018.

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had total senior securities of ~~$1,114,745~~$1,113,159 and ~~$1,037,149,~~$1,096,855, respectively, consisting of secured borrowings under the Credit Facility, the Senior Notes, the 2015-1R Notes, and the Preferred Stock, and had asset coverage ratios of ~~180.23%~~179.56% and ~~182.09%~~181.94%, respectively.

110

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in ~~the economic environment,~~these estimates and assumptions may have a material effect on our results of operations and financial ~~markets, and any other parameters used in determining such estimates could cause actual results to differ. Our~~condition. We believe the critical accounting policies ~~including those relating to~~discussed below affect our more significant judgments and estimates used in the ~~valuation~~preparation of our ~~investment portfolio, are described below. The critical accounting policies~~

~~108~~

consolidated financial statements and should be read in ~~connection~~conjunction with our consolidated financial statements ~~in Part I, Item 1 of this Form 10-Q~~ and related notes in Part II, Item 8, as well as with our “Risk Factors” in Part I, Item 1A of the ~~Company’s~~Company's annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Fair Value Measurements

The Company applies fair value accounting in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. 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 ~~Company~~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 ~~Company~~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 ~~Company~~Investment Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The ~~Company~~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, ~~or the Board of Directors,~~ does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The process generally used to determine the applicable value is as follows: (i) the value of each portfolio company or investment is initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments, a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs is used to determine a preliminary value, which is also reviewed alongside consensus pricing, where available; (ii) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of ~~senior management;~~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”) ~~reviews~~reviewed the assessments of the Investment Adviser and the third-party valuation ~~firm~~firm; and ~~provides~~(v) if applicable, prior to September 8, 2022, the Board of Directors ~~with any recommendations with respect to changes to the fair value of each investment in the portfolio; and (v) the Board of Directors discusses~~discussed the valuation recommendations of the Audit Committee and ~~determines~~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

111

•comparisons to comparable transactions and publicly traded securities.

~~109~~

For further information on the fair value hierarchies, our framework for determining fair value and the composition of our portfolio, see Note 3 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

~~Use of Estimates~~

The preparation of consolidated financial statements in Part I, Item 1 of this Form 10-Q 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 in Part I, Item 1 of this Form 10-Q. Actual results could differ from these estimates and such differences could be material.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the Consolidated Statements of Operations in Part I, Item 1 of this Form 10-Q reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Revenue Recognition

~~Interest from Investments and Realized Gain/Loss on Investments~~

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations included in Part I, Item 1 of this Form 10-Q.

~~Dividend Income~~

Dividend income from the investment funds, Credit Fund and Credit Fund II, is recorded on the record date for the investment fund to the extent that such amounts are payable by the investment fund and are expected to be collected.

~~110~~

~~Other Income~~

Other income may include income such as consent, waiver, amendment, unused, underwriting, arranger and prepayment fees associated with the Company’s investment activities as well as any fees for managerial assistance services rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. The Company may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the Consolidated Statements of Assets and Liabilities included in Part I, Item 1 of this Form 10-Q.

Non-Accrual Income

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.

112

The SPV and the 2015-1 Issuer are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

~~Dividends and Distributions to Common Stockholders~~

~~111~~113

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in the valuations of our investment portfolio and interest rates.

Valuation Risk

Our investments generally do not have a readily available market price, ~~and we value these~~our Investment Adviser, as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act, values our investments for which market quotations are not readily available in good faith at fair value ~~as determined in good faith by our Board of Directors~~ in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. In addition, because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

As of September 30, ~~2021,~~2022, on a fair value basis, approximately ~~1.5%~~1.4% of our debt investments bear interest at a fixed rate and approximately ~~98.5%~~98.6% of our debt investments bear interest at a floating rate, which primarily are subject to interest rate floors. Additionally, our Credit Facility is also subject to floating interest rates and is currently paid based on floating ~~LIBOR~~SOFR rates.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our income in the future.

The following table estimates the potential changes in net cash flow generated from interest income, should interest rates increase or decrease by 100, 200 or 300 basis points. These hypothetical interest income calculations are based on a model of the settled debt investments in our portfolio, excluding structured finance obligations and our investments in Credit Fund and Credit Fund II, held as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and are only adjusted for assumed changes in the underlying base interest rates and the impact of that change on interest income. Interest expense is calculated based on outstanding secured borrowings and notes payable as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 and based on the terms of our Credit Facility and notes payable. Interest expense on our Credit Facility and notes payable is calculated using the stated interest rate as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, adjusted for the hypothetical changes in rates, as shown below. We intend to continue to finance a portion of our investments with borrowings and the interest rates paid on our borrowings may impact significantly our net interest income.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our Consolidated Statements of Assets and Liabilities as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the following table shows the annual impact on net investment income of base rate changes in interest rates for our settled debt investments (considering interest rate floors for variable rate instruments), excluding our investments in Credit Fund and Credit Fund II, and outstanding secured borrowings and notes payable assuming no changes in our investment and borrowing structure:


		September 30, 2021						December 31, 2020							September 30, 2022						December 31, 2021
Basis Point Change	Basis Point Change	Interest Income		Interest Expense		Net Investment Income		Interest Income		Interest Expense		Net Investment Income		Basis Point Change	Interest Income		Interest Expense		Net Investment Income		Interest Income		Interest Expense		Net Investment Income
Up 300 basis points	Up 300 basis points	$	35,169	$	(23,673)	$	11,496	$	35,024	$	(23,164)	$	11,860	Up 300 basis points	$	48,325	$	(25,668)	$	22,657	$	34,923	$	(24,832)	$	10,091
Up 200 basis points	Up 200 basis points	$	19,519	$	(15,782)	$	3,737	$	20,031	$	(15,443)	$	4,588	Up 200 basis points	$	32,217	$	(17,112)	$	15,105	$	19,935	$	(16,513)	$	3,422
Up 100 basis points	Up 100 basis points	$	3,890	$	(7,891)	$	(4,001)	$	5,040	$	(7,721)	$	(2,681)	Up 100 basis points	$	16,108	$	(8,556)	$	7,552	$	4,954	$	(8,195)	$	(3,241)
Down 100 basis points	Down 100 basis points	$	(146)	$	991	$	845	$	(260)	$	1,570	$	1,310	Down 100 basis points	$	(15,915)	$	8,556	$	(7,359)	$	(147)	$	1,083	$	936
Down 200 basis points	Down 200 basis points	$	(146)	$	991	$	845	$	(260)	$	1,570	$	1,310	Down 200 basis points	$	(29,971)	$	17,078	$	(12,893)	$	(147)	$	1,083	$	936
Down 300 basis points	Down 300 basis points	$	(146)	$	991	$	845	$	(260)	$	1,570	$	1,310	Down 300 basis points	$	(35,283)	$	22,515	$	(12,768)	$	(147)	$	1,083	$	936

~~112~~114

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the three month period ended September 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~113~~115

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may become party to certain lawsuits in the ordinary course of business. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also Note 12 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors.

In addition to the other information set forth within this Form 10-Q, consideration should be given to the information disclosed in “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information regarding purchases of our common stock made by or on behalf of the Company or any ~~"affiliated purchaser"~~“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, ~~2021~~2022 for the periods indicated.

Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)(2)
Maximum (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2021 through July 31, 2021 192,616 $ 13.32 192,616 $ 36,859
August 1, 2021 through August 31, 2021 150,826 13.93 150,826 34,758
September 1, 2021 through September 30, 2021 152,429 13.80 152,429 32,655
Total 495,871 495,871



Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)(2)	Maximum (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2022 through July 31, 2022	228,480	$	13.11	228,480	$	57,742
August 1, 2022 through August 31, 2022	145,999	14.04		145,999	55,693
September 1, 2022 through September 30, 2022	156,960	13.38		156,960	53,593
Total	531,439			531,439

(1)On trade date basis.

(2)On ~~November~~August 1, ~~2021,~~2022, the Company's Board of Directors approved the continuation of the Company's Stock Repurchase Program until November 5, ~~2022,~~2023, or until the date the approved dollar amount has been used to repurchase ~~shares.~~shares, and increased the size of the Company’s Stock Repurchase Program by $50 million. Pursuant to the program, the Company is authorized to repurchase up to ~~$150~~$200 million in the aggregate of the Company's outstanding stock in the open market and/or through privately negotiated transactions at prices not to exceed the Company’s net asset value per share as reported in its most recent financial statements, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, and may include purchases pursuant to Rule 10b5-1 of the Exchange Act. The program does not require the Company to repurchase any specific number of shares and there can be no assurance as to the amount of shares repurchased under the program. The program may be suspended, extended, modified or discontinued by the Company at any time, subject to applicable law. Pursuant to the authorization described above, the Company adopted a 10b5-1 plan (the ~~"Company~~“Company 10b5-1 ~~Plan"~~Plan”). The Company 10b5-1 Plan provides that purchases will be conducted on the open market in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject to applicable law, which may prohibit purchases under certain circumstances. The amount of purchases made under the Company 10b5-1 Plan or otherwise and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. 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.

Item 3. Defaults Upon Senior Securities.

Not applicable.

116

Item 4. Mine Safety Disclosures.

Not applicable.

~~114~~

Item 5. Other Information.

On October 28, 2021, TCG BDC, Inc. held a special meeting of stockholders (the “Meeting”) virtually. Stockholders considered one proposal, as described in the Company’s proxy statement filed on September 13, 2021.

At the meeting, holders of the outstanding shares of the Company's common stock and the outstanding shares of the Company's convertible preferred stock, series A ("preferred stock"), voting together as a single class, voted upon the proposal described below. As of August 17, 2021, the record date for the Meeting, there were 54,073,293 shares of common stock of the Company and 2,000,000 shares of preferred stock of the Company outstanding and entitled to vote at the Meeting. There were 27,637,394 shares of common stock of the Company and 2,000,000 shares of preferred stock of the Company present or represented at the Meeting, constituting a quorum.

~~The final voting results for the proposal submitted to a vote of stockholders at the Meeting are set forth below. The proposal was approved by the requisite vote.~~

~~Proposal 1.~~ The proposal to authorize the Company, with the approval of the Company’s board of directors, to sell or otherwise issue shares of the Company’s common stock, during the next 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the proxy statement (including that the number of shares issued does not exceed 25% of the Company’s then-outstanding common stock immediately prior to each such offering).

~~The vote on the proposal, including affiliated and unaffiliated shares, was as follows:~~

For Against Abstain Broker Non-Votes
25,651,889 3,632,405 353,100 0

~~The vote on the proposal, adjusted for 2,934,505 affiliated shares, was as follows:~~

For Against Abstain Broker Non-Votes
22,717,384 3,632,405 353,100 0
None.

Item 6. Exhibits.



31.1						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith

~~115~~117

SIGNATURES

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


	~~TCG BDC,~~CARLYLE SECURED LENDING, INC.

Dated: November ~~2, 2021~~8, 2022	By	/s/ Thomas M. Hennigan
		Thomas M. Hennigan Chief Financial Officer (principal financial officer)

~~116~~118


For	Against	Abstain	Broker Non-Votes
25,651,889	3,632,405	353,100	0